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, 2007

Item 1. Reports to Stockholders

Fidelity® Variable Insurance Products:
Equity-Income Portfolio

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP Equity-Income Portfolio

VIP Equity-Income Portfolio

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2007 to June 30, 2007).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period*
January 1, 2007
to June 30, 2007

Initial Class

Actual

$ 1,000.00

$ 1,086.80

$ 2.85

Hypothetical A

$ 1,000.00

$ 1,022.07

$ 2.76

Service Class

Actual

$ 1,000.00

$ 1,086.30

$ 3.36

Hypothetical A

$ 1,000.00

$ 1,021.57

$ 3.26

Service Class 2

Actual

$ 1,000.00

$ 1,085.20

$ 4.14

Hypothetical A

$ 1,000.00

$ 1,020.83

$ 4.01

Service Class 2R

Actual

$ 1,000.00

$ 1,085.60

$ 4.14

Hypothetical A

$ 1,000.00

$ 1,020.83

$ 4.01

Investor Class

Actual

$ 1,000.00

$ 1,086.20

$ 3.41

Hypothetical A

$ 1,000.00

$ 1,021.52

$ 3.31

A 5% return per year before expenses

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

Annualized
Expense Ratio

Initial Class

.55%

Service Class

.65%

Service Class 2

.80%

Service Class 2R

.80%

Investor Class

.66%

Semiannual Report

VIP Equity-Income Portfolio

Investment Changes

Top Ten Stocks as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

5.5

5.4

AT&T, Inc.

4.3

2.2

Bank of America Corp.

3.0

3.2

American International Group, Inc.

2.5

2.7

Citigroup, Inc.

2.3

2.6

JPMorgan Chase & Co.

2.2

2.3

Pfizer, Inc.

1.8

1.8

Chevron Corp.

1.6

1.4

General Electric Co.

1.4

1.4

Fannie Mae

1.3

1.3

25.9

Top Five Market Sectors as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

27.0

28.8

Energy

14.8

12.9

Consumer Discretionary

10.8

12.0

Industrials

10.5

9.7

Information Technology

9.9

9.1

Asset Allocation (% of fund's net assets)

As of June 30, 2007 *

As of December 31, 2006 **

Stocks 98.8%

Stocks 98.7%

Bonds 0.9%

Bonds 0.9%

Short-Term Investments
and Net Other Assets 0.3%

Short-Term Investments
and Net Other Assets 0.4%

* Foreign investments

9.3%

** Foreign investments

9.6%

VIP Equity-Income Portfolio

VIP Equity-Income Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.1%

Shares

Value

CONSUMER DISCRETIONARY - 10.2%

Auto Components - 0.3%

American Axle & Manufacturing Holdings, Inc.

101,374

$ 3,002,698

The Goodyear Tire & Rubber Co. (a)

881,100

30,627,036

33,629,734

Automobiles - 1.1%

General Motors Corp. (d)

329,800

12,466,440

Hyundai Motor Co.

205,150

16,210,373

Monaco Coach Corp.

446,650

6,409,428

Peugeot Citroen SA

277,800

22,475,757

Renault SA

117,501

18,957,472

Toyota Motor Corp. sponsored ADR

411,500

51,799,620

Winnebago Industries, Inc.

349,700

10,323,144

138,642,234

Diversified Consumer Services - 0.3%

H&R Block, Inc.

640,670

14,972,458

Service Corp. International

1,547,200

19,773,216

34,745,674

Hotels, Restaurants & Leisure - 0.3%

McDonald's Corp.

356,200

18,080,712

Wyndham Worldwide Corp. (a)

440,402

15,968,977

34,049,689

Household Durables - 1.5%

Beazer Homes USA, Inc.

559,700

13,807,799

Black & Decker Corp.

230,000

20,311,300

Centex Corp.

177,000

7,097,700

KB Home

226,400

8,913,368

Lennar Corp. Class A

674,700

24,667,032

Newell Rubbermaid, Inc.

344,300

10,132,749

The Stanley Works

368,230

22,351,561

Whirlpool Corp.

705,634

78,466,501

185,748,010

Internet & Catalog Retail - 0.2%

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

855,769

19,109,322

Leisure Equipment & Products - 0.5%

Brunswick Corp.

775,657

25,309,688

Eastman Kodak Co.

1,379,800

38,399,834

63,709,522

Media - 3.8%

Citadel Broadcasting Corp.

1,018,363

6,568,441

Clear Channel Communications, Inc.

2,882,000

108,997,240

Comcast Corp. Class A

2,325,636

65,396,884

Gannett Co., Inc.

533,900

29,337,805

News Corp. Class B

917,304

21,042,954

The McClatchy Co. Class A (d)

805,565

20,388,850

The New York Times Co. Class A (d)

1,244,344

31,606,338

The Walt Disney Co.

700,100

23,901,414

Shares

Value

Time Warner Cable, Inc. (a)

395,800

$ 15,503,486

Time Warner, Inc.

5,461,050

114,900,492

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

466,379

19,415,358

Virgin Media, Inc.

778,187

18,964,417

476,023,679

Multiline Retail - 0.8%

Family Dollar Stores, Inc.

744,200

25,540,944

Macy's, Inc.

1,037,500

41,271,750

Retail Ventures, Inc. (a)

488,500

7,879,505

Sears Holdings Corp. (a)

100,700

17,068,650

Tuesday Morning Corp. (d)

532,023

6,575,804

98,336,653

Specialty Retail - 1.3%

AnnTaylor Stores Corp. (a)

288,391

10,214,809

Chico's FAS, Inc. (a)

994,100

24,196,394

Gap, Inc.

1,009,100

19,273,810

Home Depot, Inc.

2,223,900

87,510,465

RadioShack Corp.

270,514

8,964,834

Williams-Sonoma, Inc.

567,800

17,931,124

168,091,436

Textiles, Apparel & Luxury Goods - 0.1%

Liz Claiborne, Inc.

414,315

15,453,950

TOTAL CONSUMER DISCRETIONARY

1,267,539,903

CONSUMER STAPLES - 5.1%

Beverages - 0.6%

Anheuser-Busch Companies, Inc.

1,126,100

58,737,376

Heineken NV (Bearer)

338,554

19,805,409

78,542,785

Food & Staples Retailing - 1.6%

CVS Caremark Corp.

1,150,100

41,921,145

Rite Aid Corp. (a)

2,053,168

13,099,212

Wal-Mart Stores, Inc.

2,849,600

137,094,256

Winn-Dixie Stores, Inc. (a)

141,811

4,155,062

196,269,675

Food Products - 0.8%

Hershey Co.

521,600

26,403,392

Kraft Foods, Inc. Class A

584,254

20,594,954

Marine Harvest ASA (a)

18,535,000

20,178,169

Tyson Foods, Inc. Class A

1,175,200

27,076,608

94,253,123

Household Products - 0.7%

Colgate-Palmolive Co.

520,100

33,728,485

Kimberly-Clark Corp.

299,100

20,006,799

Procter & Gamble Co.

603,442

36,924,616

90,659,900

Personal Products - 0.7%

Avon Products, Inc.

2,310,070

84,895,073

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Tobacco - 0.7%

Altria Group, Inc.

1,328,705

$ 93,195,369

TOTAL CONSUMER STAPLES

637,815,925

ENERGY - 14.8%

Energy Equipment & Services - 3.3%

Baker Hughes, Inc.

1,364,100

114,761,733

Halliburton Co.

1,475,795

50,914,928

Nabors Industries Ltd. (a)

1,149,613

38,374,082

Noble Corp.

579,200

56,483,584

Schlumberger Ltd. (NY Shares)

1,757,057

149,244,422

409,778,749

Oil, Gas & Consumable Fuels - 11.5%

Apache Corp.

556,080

45,370,567

BP PLC sponsored ADR

131,000

9,450,340

Chevron Corp.

2,302,042

193,924,018

ConocoPhillips

1,823,700

143,160,450

EOG Resources, Inc.

698,400

51,025,104

Exxon Mobil Corp.

8,219,836

689,479,839

Hess Corp.

751,900

44,332,024

Lukoil Oil Co. sponsored ADR

266,100

20,157,075

Occidental Petroleum Corp.

1,065,300

61,659,564

Royal Dutch Shell PLC Class A sponsored ADR

76,900

6,244,280

Spectra Energy Corp.

434,800

11,287,408

Total SA sponsored ADR

1,022,833

82,829,016

Valero Energy Corp.

783,920

57,900,331

Williams Companies, Inc.

531,500

16,806,030

1,433,626,046

TOTAL ENERGY

1,843,404,795

FINANCIALS - 27.0%

Capital Markets - 3.9%

Ameriprise Financial, Inc.

464,902

29,553,820

Ares Capital Corp.

532,091

8,965,733

Bank of New York Co., Inc.

2,402,900

99,576,176

KKR Private Equity Investors, LP

652,400

14,679,000

KKR Private Equity Investors, LP Restricted Depositary Units (e)

674,100

15,167,250

Mellon Financial Corp.

1,246,800

54,859,200

Merrill Lynch & Co., Inc.

1,163,600

97,253,688

Morgan Stanley

1,544,100

129,519,108

State Street Corp.

454,153

31,064,065

480,638,040

Commercial Banks - 4.7%

Associated Banc-Corp.

240,256

7,856,371

Barclays PLC Sponsored ADR

657,400

36,676,346

Shares

Value

Fifth Third Bancorp (d)

396,588

$ 15,772,305

HSBC Holdings PLC sponsored ADR (d)

636,100

58,374,897

KeyCorp (d)

695,100

23,862,783

Lloyds TSB Group PLC

2,021,000

22,564,538

Marshall & Ilsley Corp.

434,500

20,695,235

PNC Financial Services Group, Inc.

660,214

47,258,118

Royal Bank of Scotland Group PLC

1,712,964

21,773,953

U.S. Bancorp, Delaware

1,414,138

46,595,847

Wachovia Corp.

3,024,857

155,023,921

Wells Fargo & Co.

3,786,600

133,174,722

589,629,036

Consumer Finance - 0.3%

American Express Co.

632,796

38,714,459

Diversified Financial Services - 7.7%

Bank of America Corp.

7,585,577

370,858,860

Citigroup, Inc.

5,676,219

291,133,273

FirstRand Ltd.

6,838,225

21,866,530

JPMorgan Chase & Co.

5,558,512

269,309,906

953,168,569

Insurance - 7.4%

ACE Ltd.

1,783,596

111,510,422

AFLAC, Inc.

264,800

13,610,720

Allianz AG sponsored ADR

1,012,100

23,551,567

Allstate Corp.

988,200

60,784,182

American International Group, Inc.

4,472,550

313,212,677

Hartford Financial Services Group, Inc.

789,200

77,744,092

MetLife, Inc. unit

786,400

25,447,904

Montpelier Re Holdings Ltd.

1,344,500

24,927,030

PartnerRe Ltd.

554,224

42,952,360

Swiss Reinsurance Co. (Reg.)

306,791

28,102,417

The Travelers Companies, Inc.

2,309,746

123,571,411

Willis Group Holdings Ltd.

937,000

41,284,220

XL Capital Ltd. Class A

449,671

37,902,769

924,601,771

Real Estate Investment Trusts - 0.5%

Annaly Capital Management, Inc.

552,800

7,971,376

Developers Diversified Realty Corp.

367,400

19,365,654

Health Care Property Investors, Inc.

746,600

21,599,138

Senior Housing Properties Trust (SBI)

370,956

7,548,955

56,485,123

Thrifts & Mortgage Finance - 2.5%

Countrywide Financial Corp.

536,410

19,498,504

Fannie Mae

2,556,210

166,997,199

Freddie Mac

1,148,000

69,683,600

MGIC Investment Corp.

551,652

31,366,933

New York Community Bancorp, Inc.

895,500

15,241,410

People's United Financial, Inc.

243,300

4,313,709

307,101,355

TOTAL FINANCIALS

3,350,338,353

Common Stocks - continued

Shares

Value

HEALTH CARE - 6.9%

Biotechnology - 0.4%

Amgen, Inc. (a)

791,422

$ 43,757,722

Health Care Equipment & Supplies - 0.4%

Baxter International, Inc.

750,332

42,273,705

Medtronic, Inc.

251,300

13,032,418

55,306,123

Health Care Providers & Services - 0.2%

Omnicare, Inc.

256,200

9,238,572

UnitedHealth Group, Inc.

421,647

21,563,028

30,801,600

Pharmaceuticals - 5.9%

Bristol-Myers Squibb Co.

1,993,700

62,921,172

Eli Lilly & Co.

176,600

9,868,408

Johnson & Johnson

1,752,000

107,958,240

Merck & Co., Inc.

2,058,200

102,498,360

Pfizer, Inc.

8,868,800

226,775,216

Schering-Plough Corp.

3,138,930

95,549,029

Wyeth

2,127,900

122,013,786

727,584,211

TOTAL HEALTH CARE

857,449,656

INDUSTRIALS - 10.4%

Aerospace & Defense - 2.3%

General Dynamics Corp.

297,700

23,286,094

Honeywell International, Inc.

2,083,925

117,283,299

Lockheed Martin Corp.

506,300

47,658,019

Northrop Grumman Corp.

203,100

15,815,397

The Boeing Co.

88,700

8,529,392

United Technologies Corp.

1,060,140

75,195,730

287,767,931

Air Freight & Logistics - 0.2%

United Parcel Service, Inc. Class B

389,200

28,411,600

Building Products - 0.2%

Masco Corp.

1,091,700

31,080,699

Commercial Services & Supplies - 0.4%

Cintas Corp.

174,700

6,888,421

Equifax, Inc.

110,481

4,907,566

Waste Management, Inc.

826,200

32,263,110

44,059,097

Electrical Equipment - 0.4%

Emerson Electric Co.

953,000

44,600,400

Industrial Conglomerates - 3.4%

3M Co.

940,900

81,660,711

General Electric Co.

4,521,890

173,097,949

Textron, Inc.

232,200

25,567,542

Tyco International Ltd.

4,253,346

143,720,561

424,046,763

Shares

Value

Machinery - 2.7%

Briggs & Stratton Corp. (d)

974,888

$ 30,767,465

Bucyrus International, Inc. Class A

132,800

9,399,584

Caterpillar, Inc.

366,000

28,657,800

Deere & Co.

125,000

15,092,500

Dover Corp.

1,091,300

55,819,995

Eaton Corp.

233,100

21,678,300

Illinois Tool Works, Inc.

337,300

18,278,287

Ingersoll-Rand Co. Ltd. Class A

778,388

42,671,230

Navistar International Corp. (a)

293,095

19,344,270

SPX Corp.

1,052,889

92,454,183

334,163,614

Road & Rail - 0.8%

Burlington Northern Santa Fe Corp.

776,800

66,136,752

Laidlaw International, Inc.

201,200

6,951,460

Union Pacific Corp.

251,600

28,971,740

102,059,952

TOTAL INDUSTRIALS

1,296,190,056

INFORMATION TECHNOLOGY - 9.8%

Communications Equipment - 1.4%

Alcatel-Lucent SA sponsored ADR (d)

3,041,922

42,586,908

Cisco Systems, Inc. (a)

2,140,400

59,610,140

Harris Corp.

555,800

30,318,890

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

8,328

1,416

Motorola, Inc.

1,673,712

29,624,702

Nortel Networks Corp. (a)

308,740

7,442,800

169,584,856

Computers & Peripherals - 2.8%

EMC Corp. (a)

2,994,200

54,195,020

Hewlett-Packard Co.

2,784,911

124,262,729

Imation Corp.

536,760

19,784,974

International Business Machines Corp.

1,225,800

129,015,450

Sun Microsystems, Inc. (a)

3,352,675

17,635,071

344,893,244

Electronic Equipment & Instruments - 1.0%

Agilent Technologies, Inc. (a)

864,800

33,242,912

Arrow Electronics, Inc. (a)

730,600

28,076,958

Avnet, Inc. (a)

799,930

31,709,225

Solectron Corp. (a)

5,354,600

19,704,928

Tektronix, Inc.

452,007

15,250,716

127,984,739

Internet Software & Services - 0.2%

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

33,880

17,732,114

VeriSign, Inc. (a)

240,400

7,627,892

25,360,006

IT Services - 0.3%

MoneyGram International, Inc.

840,700

23,497,565

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - continued

The Western Union Co.

621,300

$ 12,941,679

Unisys Corp. (a)

932,000

8,518,480

44,957,724

Office Electronics - 0.4%

Xerox Corp. (a)

2,722,235

50,306,903

Semiconductors & Semiconductor Equipment - 2.6%

Analog Devices, Inc.

1,282,800

48,284,592

Applied Materials, Inc.

2,485,400

49,384,898

Intel Corp.

4,930,100

117,139,176

LSI Corp. (a)

1,413,200

10,613,132

Micron Technology, Inc. (a)

1,341,600

16,810,248

National Semiconductor Corp.

2,100,247

59,373,983

Teradyne, Inc. (a)

1,115,000

19,601,700

Verigy Ltd.

153,559

4,393,323

325,601,052

Software - 1.1%

Microsoft Corp.

3,073,500

90,576,045

Oracle Corp. (a)

688,100

13,562,451

Symantec Corp. (a)

1,418,833

28,660,427

132,798,923

TOTAL INFORMATION TECHNOLOGY

1,221,487,447

MATERIALS - 3.4%

Chemicals - 1.9%

Air Products & Chemicals, Inc.

593,700

47,715,669

Arkema (a)

12,180

799,329

Arkema sponsored ADR (a)

224,254

14,576,510

Bayer AG sponsored ADR

255,900

19,269,270

Celanese Corp. Class A

672,400

26,075,672

Chemtura Corp.

2,736,764

30,405,448

Dow Chemical Co.

672,800

29,751,216

E.I. du Pont de Nemours & Co.

492,900

25,059,036

Georgia Gulf Corp. (d)

759,800

13,759,978

H.B. Fuller Co.

370,550

11,075,740

PolyOne Corp. (a)

1,185,313

8,522,400

Rohm & Haas Co.

166,256

9,090,878

236,101,146

Containers & Packaging - 0.3%

Smurfit-Stone Container Corp.

2,661,672

35,426,854

Metals & Mining - 1.0%

Alcan, Inc.

480,800

39,222,267

Alcoa, Inc.

1,793,971

72,709,645

Century Aluminum Co. (a)

164,000

8,959,320

120,891,232

Shares

Value

Paper & Forest Products - 0.2%

Weyerhaeuser Co.

301,800

$ 23,821,074

TOTAL MATERIALS

416,240,306

TELECOMMUNICATION SERVICES - 7.2%

Diversified Telecommunication Services - 6.3%

AT&T, Inc.

12,768,769

529,903,914

Qwest Communications International, Inc. (a)

5,583,100

54,156,070

Telkom SA Ltd. sponsored ADR (d)

319,375

32,177,031

Verizon Communications, Inc.

3,886,402

160,003,170

776,240,185

Wireless Telecommunication Services - 0.9%

Sprint Nextel Corp.

3,573,300

74,003,043

Vodafone Group PLC sponsored ADR

1,192,687

40,110,064

114,113,107

TOTAL TELECOMMUNICATION SERVICES

890,353,292

UTILITIES - 3.3%

Electric Utilities - 1.2%

Duke Energy Corp.

869,700

15,915,510

Entergy Corp.

600,300

64,442,205

Exelon Corp.

648,700

47,095,620

PPL Corp.

458,600

21,457,894

148,911,229

Gas Utilities - 0.0%

AGL Resources, Inc.

124,300

5,031,664

Independent Power Producers & Energy Traders - 0.7%

AES Corp. (a)

1,581,700

34,607,596

TXU Corp.

753,840

50,733,432

85,341,028

Multi-Utilities - 1.4%

Dominion Resources, Inc.

568,000

49,024,080

Public Service Enterprise Group, Inc.

897,900

78,817,662

Wisconsin Energy Corp.

878,300

38,847,209

166,688,951

TOTAL UTILITIES

405,972,872

TOTAL COMMON STOCKS

(Cost $8,134,130,033)

12,186,792,605

Convertible Preferred Stocks - 0.7%

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.2%

Ford Motor Co. Capital Trust II 6.50%

429,300

16,420,725

General Motors Corp.:

Series B, 5.25%

381,400

8,348,846

Series C, 6.25%

265,400

6,587,228

31,356,799

Convertible Preferred Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - 0.1%

Six Flags, Inc. 7.25% PIERS

384,900

$ 9,237,600

TOTAL CONSUMER DISCRETIONARY

40,594,399

HEALTH CARE - 0.1%

Pharmaceuticals - 0.1%

Schering-Plough Corp. 6.00%

167,100

11,459,718

MATERIALS - 0.3%

Chemicals - 0.0%

Celanese Corp. 4.25%

67,100

3,363,052

Metals & Mining - 0.3%

Freeport-McMoRan Copper & Gold, Inc. 6.75%

220,100

28,224,964

TOTAL MATERIALS

31,588,016

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $78,832,069)

83,642,133

Corporate Bonds - 0.9%

Principal Amount

Convertible Bonds - 0.8%

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.1%

Ford Motor Co. 4.25% 12/15/36

$ 9,770,000

12,234,971

Hotels, Restaurants & Leisure - 0.0%

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

3,640,000

4,254,250

Media - 0.2%

Liberty Media Corp.:

4% 11/15/29 (e)

1,740,000

1,170,150

3.5% 1/15/31 (e)

9,546,178

9,441,322

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

22,670,000

13,460,313

24,071,785

TOTAL CONSUMER DISCRETIONARY

40,561,006

INDUSTRIALS - 0.1%

Airlines - 0.1%

UAL Corp. 4.5% 6/30/21 (e)

8,680,000

11,736,228

INFORMATION TECHNOLOGY - 0.1%

Semiconductors & Semiconductor Equipment - 0.1%

Advanced Micro Devices, Inc. 6% 5/1/15 (e)

13,250,000

12,753,125

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.3%

Level 3 Communications, Inc.:

3.5% 6/15/12

6,220,000

7,848,396

Principal Amount

Value

5.25% 12/15/11 (e)

$ 11,850,000

$ 18,917,577

5.25% 12/15/11

3,930,000

6,273,931

33,039,904

TOTAL CONVERTIBLE BONDS

98,090,263

Nonconvertible Bonds - 0.1%

MATERIALS - 0.1%

Chemicals - 0.1%

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

15,700,000

13,714,152

TOTAL CORPORATE BONDS

(Cost $97,956,891)

111,804,415

Money Market Funds - 1.1%

Shares

Fidelity Cash Central Fund, 5.32% (b)

183,475

183,475

Fidelity Securities Lending Cash Central Fund, 5.4% (b)(c)

142,536,363

142,536,363

TOTAL MONEY MARKET FUNDS

(Cost $142,719,838)

142,719,838

TOTAL INVESTMENT

PORTFOLIO - 100.8%

(Cost $8,453,638,831)

12,524,958,991

NET OTHER ASSETS - (0.8)%

(95,996,170)

NET ASSETS - 100%

$ 12,428,962,821

Security Type Abbreviations

PIERS

-

Preferred Income Equity Redeemable Securities

Legend

(a) Non-income producing

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

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $82,645,965 or 0.7% of net assets.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 492,757

Fidelity Securities Lending Cash Central Fund

1,107,625

Total

$ 1,600,382

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

VIP Equity-Income Portfolio

VIP Equity-Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $138,407,373) - See accompanying schedule:

Unaffiliated issuers (cost $8,310,918,993)

$ 12,382,239,153

Fidelity Central Funds (cost $142,719,838)

142,719,838

Total Investments (cost $8,453,638,831)

$ 12,524,958,991

Receivable for investments sold

62,267,354

Receivable for fund shares sold

2,249,201

Dividends receivable

13,562,774

Interest receivable

832,752

Distributions receivable from Fidelity Central Funds

199,810

Prepaid expenses

24,690

Other receivables

272,713

Total assets

12,604,368,285

Liabilities

Payable to custodian bank

$ 12,465

Payable for investments purchased

912,542

Payable for fund shares redeemed

9,433,352

Accrued management fee

4,805,791

Distribution fees payable

658,479

Notes payable to affiliates

15,480,000

Other affiliated payables

838,579

Other payables and accrued expenses

727,893

Collateral on securities loaned, at value

142,536,363

Total liabilities

175,405,464

Net Assets

$ 12,428,962,821

Net Assets consist of:

Paid in capital

$ 7,856,056,048

Undistributed net investment income

94,193,771

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

407,392,831

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

4,071,320,171

Net Assets

$ 12,428,962,821

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($8,370,999,959 ÷ 294,564,922 shares)

$ 28.42

Service Class:
Net Asset Value, offering price and redemption price per share ($1,105,767,699 ÷ 39,064,248 shares)

$ 28.31

Service Class 2:
Net Asset Value, offering price and redemption price per share ($2,686,602,910 ÷ 95,880,097 shares)

$ 28.02

Service Class 2R:
Net Asset Value, offering price and redemption price per share ($17,477,386 ÷ 626,945 shares)

$ 27.88

Investor Class:
Net Asset Value, offering price and redemption price per share ($248,114,867 ÷ 8,752,631 shares)

$ 28.35

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

Semiannual Report

VIP Equity-Income Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Dividends

$ 131,745,692

Interest

2,241,578

Income from Fidelity Central Funds (including $1,107,625 from security lending)

1,600,382

Total income

135,587,652

Expenses

Management fee

$ 28,102,953

Transfer agent fees

4,167,458

Distribution fees

3,729,095

Accounting and security lending fees

708,853

Custodian fees and expenses

107,978

Independent trustees' compensation

18,848

Appreciation in deferred trustee compensation account

464

Audit

67,405

Legal

28,777

Interest

44,952

Miscellaneous

214,298

Total expenses before reductions

37,191,081

Expense reductions

(43,882)

37,147,199

Net investment income (loss)

98,440,453

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

435,192,096

Foreign currency transactions

59,012

Total net realized gain (loss)

435,251,108

Change in net unrealized appreciation (depreciation) on:

Investment securities

477,461,044

Assets and liabilities in foreign currencies

(78)

Total change in net unrealized appreciation (depreciation)

477,460,966

Net gain (loss)

912,712,074

Net increase (decrease) in net assets resulting from operations

$ 1,011,152,527

Statement of Changes in Net Assets

Six months ended June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 98,440,453

$ 188,261,885

Net realized gain (loss)

435,251,108

828,311,746

Change in net unrealized appreciation (depreciation)

477,460,966

1,034,331,156

Net increase (decrease) in net assets resulting from operations

1,011,152,527

2,050,904,787

Distributions to shareholders from net investment income

(4,559,932)

(361,533,412)

Distributions to shareholders from net realized gain

(18,239,730)

(1,350,709,216)

Total distributions

(22,799,662)

(1,712,242,628)

Share transactions - net increase (decrease)

(553,082,248)

928,687,527

Redemption fees

1,977

4,203

Total increase (decrease) in net assets

435,272,594

1,267,353,889

Net Assets

Beginning of period

11,993,690,227

10,726,336,338

End of period (including undistributed net investment income of $94,193,771 and undistributed net investment income of $6,057,687, respectively)

$ 12,428,962,821

$ 11,993,690,227

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

VIP Equity-Income Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 26.20

$ 25.49

$ 25.37

$ 23.18

$ 18.16

$ 22.75

Income from Investment Operations

Net investment income (loss) E

.23

.45

.42

.40

.36

.34

Net realized and unrealized gain (loss)

2.04

4.37

1.00

2.24

5.01

(4.08)

Total from investment operations

2.27

4.82

1.42

2.64

5.37

(3.74)

Distributions from net investment income

(.01)

(.89)

(.41)

(.36)

(.35)

(.36)

Distributions from net realized gain

(.04)

(3.22)

(.89)

(.09)

-

(.49)

Total distributions

(.05)

(4.11)

(1.30)

(.45)

(.35)

(.85)

Redemption fees added to paid in capital E, I

-

-

-

-

-

-

Net asset value, end of period

$ 28.42

$ 26.20

$ 25.49

$ 25.37

$ 23.18

$ 18.16

Total Return B, C, D

8.68%

20.19%

5.87%

11.53%

30.33%

(16.95)%

Ratios to Average Net Assets F, H

Expenses before reductions

.55% A

.57%

.56%

.58%

.57%

.57%

Expenses net of fee waivers, if any

.55% A

.57%

.56%

.58%

.57%

.57%

Expenses net of all reductions

.55% A

.56%

.55%

.57%

.56%

.56%

Net investment income (loss)

1.67% A

1.76%

1.71%

1.71%

1.83%

1.70%

Supplemental Data

Net assets, end of period (000 omitted)

$ 8,371,000

$ 8,315,159

$ 7,875,801

$ 8,689,829

$ 8,402,963

$ 6,895,940

Portfolio turnover rate G

18% A

22%

19%

22%

26%

25%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share.

Financial Highlights - Service Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 26.11

$ 25.39

$ 25.28

$ 23.11

$ 18.10

$ 22.67

Income from Investment Operations

Net investment income (loss) E

.21

.43

.39

.38

.34

.32

Net realized and unrealized gain (loss)

2.04

4.35

1.00

2.22

5.00

(4.06)

Total from investment operations

2.25

4.78

1.39

2.60

5.34

(3.74)

Distributions from net investment income

(.01)

(.84)

(.39)

(.34)

(.33)

(.34)

Distributions from net realized gain

(.04)

(3.22)

(.89)

(.09)

-

(.49)

Total distributions

(.05)

(4.06)

(1.28)

(.43)

(.33)

(.83)

Redemption fees added to paid in capital E, I

-

-

-

-

-

-

Net asset value, end of period

$ 28.31

$ 26.11

$ 25.39

$ 25.28

$ 23.11

$ 18.10

Total Return B, C, D

8.63%

20.08%

5.76%

11.38%

30.22%

(17.00)%

Ratios to Average Net Assets F, H

Expenses before reductions

.65% A

.67%

.66%

.68%

.67%

.67%

Expenses net of fee waivers, if any

.65% A

.67%

.66%

.68%

.67%

.67%

Expenses net of all reductions

.64% A

.66%

.65%

.67%

.66%

.66%

Net investment income (loss)

1.57% A

1.66%

1.61%

1.61%

1.73%

1.60%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,105,768

$ 1,118,333

$ 1,079,838

$ 1,170,778

$ 1,071,483

$ 771,516

Portfolio turnover rate G

18% A

22%

19%

22%

26%

25%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 25.87

$ 25.17

$ 25.09

$ 22.96

$ 18.00

$ 22.59

Income from Investment Operations

Net investment income (loss) E

.19

.38

.35

.34

.31

.28

Net realized and unrealized gain (loss)

2.01

4.32

.98

2.21

4.97

(4.04)

Total from investment operations

2.20

4.70

1.33

2.55

5.28

(3.76)

Distributions from net investment income

(.01)

(.78)

(.36)

(.33)

(.32)

(.34)

Distributions from net realized gain

(.04)

(3.22)

(.89)

(.09)

-

(.49)

Total distributions

(.05)

(4.00)

(1.25)

(.42)

(.32)

(.83)

Redemption fees added to paid in capital E, I

-

-

-

-

-

-

Net asset value, end of period

$ 28.02

$ 25.87

$ 25.17

$ 25.09

$ 22.96

$ 18.00

Total Return B, C, D

8.52%

19.93%

5.57%

11.23%

30.03%

(17.15)%

Ratios to Average Net Assets F, H

Expenses before reductions

.80% A

.82%

.81%

.83%

.82%

.83%

Expenses net of fee waivers, if any

.80% A

.82%

.81%

.83%

.82%

.83%

Expenses net of all reductions

.80% A

.82%

.80%

.82%

.81%

.82%

Net investment income (loss)

1.42% A

1.51%

1.46%

1.46%

1.58%

1.44%

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,686,603

$ 2,373,059

$ 1,723,546

$ 1,420,999

$ 916,679

$ 403,632

Portfolio turnover rate G

18% A

22%

19%

22%

26%

25%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share.

Financial Highlights - Service Class 2R

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 25.73

$ 25.08

$ 25.01

$ 22.91

$ 17.99

$ 21.82

Income from Investment Operations

Net investment income (loss) E

.19

.38

.35

.34

.31

.18

Net realized and unrealized gain (loss)

2.01

4.29

.99

2.20

4.96

(4.01)

Total from investment operations

2.20

4.67

1.34

2.54

5.27

(3.83)

Distributions from net investment income

(.01)

(.80)

(.38)

(.35)

(.35)

-

Distributions from net realized gain

(.04)

(3.22)

(.89)

(.09)

-

-

Total distributions

(.05)

(4.02)

(1.27)

(.44)

(.35)

-

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 27.88

$ 25.73

$ 25.08

$ 25.01

$ 22.91

$ 17.99

Total Return B, C, D

8.56%

19.89%

5.61%

11.22%

30.05%

(17.55)%

Ratios to Average Net Assets F, I

Expenses before reductions

.80% A

.82%

.81%

.83%

.82%

.85% A

Expenses net of fee waivers, if any

.80% A

.82%

.81%

.83%

.82%

.85% A

Expenses net of all reductions

.80% A

.81%

.80%

.82%

.81%

.84% A

Net investment income (loss)

1.42% A

1.51%

1.46%

1.46%

1.57%

1.45% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 17,477

$ 17,089

$ 9,651

$ 5,617

$ 1,891

$ 471

Portfolio turnover rate G

18% A

22%

19%

22%

26%

25%

A Annualized B Total returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. 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. FFees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

VIP Equity-Income Portfolio

Financial Highlights - Investor Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 26.15

$ 25.48

$ 24.46

Income from Investment Operations

Net investment income (loss) E

.21

.42

.17

Net realized and unrealized gain (loss)

2.04

4.36

.85

Total from investment operations

2.25

4.78

1.02

Distributions from net investment income

(.01)

(.89)

-

Distributions from net realized gain

(.04)

(3.22)

-

Total distributions

(.05)

(4.11)

-

Redemption fees added to paid in capital E, J

-

-

-

Net asset value, end of period

$ 28.35

$ 26.15

$ 25.48

Total Return B, C, D

8.62%

20.04%

4.17%

Ratios to Average Net Assets F, I

Expenses before reductions

.66% A

.69%

.74% A

Expenses net of fee waivers, if any

.66% A

.69%

.74% A

Expenses net of all reductions

.66% A

.69%

.73% A

Net investment income (loss)

1.56% A

1.63%

1.54% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 248,115

$ 170,050

$ 37,500

Portfolio turnover rate G

18% A

22%

19%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. FFees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

VIP Equity-Income Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the trust) 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, Service Class 2R shares, and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

VIP Equity-Income Portfolio

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), Independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. The Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, remains subject to examination by the Internal Revenue Service. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

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

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

Unrealized appreciation

$ 4,299,275,657

Unrealized depreciation

(237,163,672)

Net unrealized appreciation (depreciation)

$ 4,062,111,985

Cost for federal income tax purposes

$ 8,462,847,006

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

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Operating Policies.

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

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 at the end of the Fund's Schedule of Investments.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,110,685,624 and $1,590,126,744, respectively.

6. 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 .26% 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 .46% of the Fund's average net assets.

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

$ 555,134

Service Class 2

3,152,870

Service Class 2R

21,091

$ 3,729,095

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class with the exception of Investor Class pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of their month end net assets. Investor Class pays a monthly asset-based transfer agent fee of .18% of its month end net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 2,763,995

Service Class

366,707

Service Class 2

839,086

Service Class 2R

5,607

Investor Class

192,063

$ 4,167,458

VIP Equity-Income Portfolio

6. Fees and Other Transactions with Affiliates - continued

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $3,569 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. Any open loans, including interest accrued, at period end are presented under the caption "Notes payable to affiliates" in the Fund's Statement of Assets and Liabilities. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 11,529,077

5.41%

$ 42,705

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $14,568 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

9. 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. The average daily loan balance during the period for which loans were outstanding amounted to $14,545,000. The weighted average interest rate was 5.56%. The interest expense amounted to $2,247 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. 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 $34,960 for the period. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $6,240.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

11. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 12% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 21% of the total outstanding shares of the Fund.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

12. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2007

Year ended
December 31,
2006

From net investment income

Initial Class

$ 3,132,955

$ 264,166,176

Service Class

419,880

33,884,044

Service Class 2

928,340

59,720,009

Service Class 2R

6,482

384,977

Investor Class

72,275

3,378,206

Total

$ 4,559,932

$ 361,533,412

From net realized gain

Initial Class

$ 12,531,819

$ 955,191,565

Service Class

1,679,522

129,915,591

Service Class 2

3,713,359

250,476,248

Service Class 2R

25,929

1,596,604

Investor Class

289,101

13,529,208

Total

$ 18,239,730

$ 1,350,709,216

VIP Equity-Income Portfolio

13. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended June 30,
2007

Year ended
December 31,
2006

Six months ended June 30,
2007

Year ended
December 31,
2006

Initial Class

Shares sold

5,696,780

11,142,631

$ 154,001,014

$ 291,841,012

Reinvestment of distributions

588,017

48,349,563

15,664,773

1,219,357,741

Shares redeemed

(29,092,952)

(51,111,950)

(792,576,231)

(1,316,326,890)

Net increase (decrease)

(22,808,155)

8,380,244

$ (622,910,444)

$ 194,871,863

Service Class

Shares sold

888,622

1,973,377

$ 23,914,008

$ 51,112,539

Reinvestment of distributions

79,103

6,517,581

2,099,402

163,799,635

Shares redeemed

(4,734,917)

(8,189,522)

(127,943,727)

(210,464,004)

Net increase (decrease)

(3,767,192)

301,436

$ (101,930,317)

$ 4,448,170

Service Class 2

Shares sold

10,028,186

18,633,564

$ 269,241,764

$ 478,385,754

Reinvestment of distributions

176,558

12,399,920

4,641,699

310,196,257

Shares redeemed

(6,068,076)

(7,758,659)

(161,990,470)

(196,924,442)

Net increase (decrease)

4,136,668

23,274,825

$ 111,892,993

$ 591,657,569

Service Class 2R

Shares sold

104,532

328,046

$ 2,819,789

$ 8,477,584

Reinvestment of distributions

1,239

79,377

32,411

1,981,581

Shares redeemed

(142,897)

(128,136)

(3,755,419)

(3,244,089)

Net increase (decrease)

(37,126)

279,287

$ (903,219)

$ 7,215,076

Investor Class

Shares sold

2,466,314

4,614,643

$ 66,701,589

$ 119,868,954

Reinvestment of distributions

13,596

660,041

361,376

16,907,414

Shares redeemed

(230,264)

(243,553)

(6,294,226)

(6,281,519)

Net increase (decrease)

2,249,646

5,031,131

$ 60,768,739

$ 130,494,849

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

VIPEI-SANN-0807
1.705693.109

Fidelity® Variable Insurance Products:
Equity-Income Portfolio - Service Class 2R

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP Equity-Income Portfolio

VIP Equity-Income Portfolio

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2007 to June 30, 2007).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period*
January 1, 2007
to June 30, 2007

Initial Class

Actual

$ 1,000.00

$ 1,086.80

$ 2.85

Hypothetical A

$ 1,000.00

$ 1,022.07

$ 2.76

Service Class

Actual

$ 1,000.00

$ 1,086.30

$ 3.36

Hypothetical A

$ 1,000.00

$ 1,021.57

$ 3.26

Service Class 2

Actual

$ 1,000.00

$ 1,085.20

$ 4.14

Hypothetical A

$ 1,000.00

$ 1,020.83

$ 4.01

Service Class 2R

Actual

$ 1,000.00

$ 1,085.60

$ 4.14

Hypothetical A

$ 1,000.00

$ 1,020.83

$ 4.01

Investor Class

Actual

$ 1,000.00

$ 1,086.20

$ 3.41

Hypothetical A

$ 1,000.00

$ 1,021.52

$ 3.31

A 5% return per year before expenses

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

Annualized
Expense Ratio

Initial Class

.55%

Service Class

.65%

Service Class 2

.80%

Service Class 2R

.80%

Investor Class

.66%

Semiannual Report

VIP Equity-Income Portfolio

Investment Changes

Top Ten Stocks as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

5.5

5.4

AT&T, Inc.

4.3

2.2

Bank of America Corp.

3.0

3.2

American International Group, Inc.

2.5

2.7

Citigroup, Inc.

2.3

2.6

JPMorgan Chase & Co.

2.2

2.3

Pfizer, Inc.

1.8

1.8

Chevron Corp.

1.6

1.4

General Electric Co.

1.4

1.4

Fannie Mae

1.3

1.3

25.9

Top Five Market Sectors as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

27.0

28.8

Energy

14.8

12.9

Consumer Discretionary

10.8

12.0

Industrials

10.5

9.7

Information Technology

9.9

9.1

Asset Allocation (% of fund's net assets)

As of June 30, 2007 *

As of December 31, 2006 **

Stocks 98.8%

Stocks 98.7%

Bonds 0.9%

Bonds 0.9%

Short-Term Investments
and Net Other Assets 0.3%

Short-Term Investments
and Net Other Assets 0.4%

* Foreign investments

9.3%

** Foreign investments

9.6%

VIP Equity-Income Portfolio

VIP Equity-Income Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.1%

Shares

Value

CONSUMER DISCRETIONARY - 10.2%

Auto Components - 0.3%

American Axle & Manufacturing Holdings, Inc.

101,374

$ 3,002,698

The Goodyear Tire & Rubber Co. (a)

881,100

30,627,036

33,629,734

Automobiles - 1.1%

General Motors Corp. (d)

329,800

12,466,440

Hyundai Motor Co.

205,150

16,210,373

Monaco Coach Corp.

446,650

6,409,428

Peugeot Citroen SA

277,800

22,475,757

Renault SA

117,501

18,957,472

Toyota Motor Corp. sponsored ADR

411,500

51,799,620

Winnebago Industries, Inc.

349,700

10,323,144

138,642,234

Diversified Consumer Services - 0.3%

H&R Block, Inc.

640,670

14,972,458

Service Corp. International

1,547,200

19,773,216

34,745,674

Hotels, Restaurants & Leisure - 0.3%

McDonald's Corp.

356,200

18,080,712

Wyndham Worldwide Corp. (a)

440,402

15,968,977

34,049,689

Household Durables - 1.5%

Beazer Homes USA, Inc.

559,700

13,807,799

Black & Decker Corp.

230,000

20,311,300

Centex Corp.

177,000

7,097,700

KB Home

226,400

8,913,368

Lennar Corp. Class A

674,700

24,667,032

Newell Rubbermaid, Inc.

344,300

10,132,749

The Stanley Works

368,230

22,351,561

Whirlpool Corp.

705,634

78,466,501

185,748,010

Internet & Catalog Retail - 0.2%

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

855,769

19,109,322

Leisure Equipment & Products - 0.5%

Brunswick Corp.

775,657

25,309,688

Eastman Kodak Co.

1,379,800

38,399,834

63,709,522

Media - 3.8%

Citadel Broadcasting Corp.

1,018,363

6,568,441

Clear Channel Communications, Inc.

2,882,000

108,997,240

Comcast Corp. Class A

2,325,636

65,396,884

Gannett Co., Inc.

533,900

29,337,805

News Corp. Class B

917,304

21,042,954

The McClatchy Co. Class A (d)

805,565

20,388,850

The New York Times Co. Class A (d)

1,244,344

31,606,338

The Walt Disney Co.

700,100

23,901,414

Shares

Value

Time Warner Cable, Inc. (a)

395,800

$ 15,503,486

Time Warner, Inc.

5,461,050

114,900,492

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

466,379

19,415,358

Virgin Media, Inc.

778,187

18,964,417

476,023,679

Multiline Retail - 0.8%

Family Dollar Stores, Inc.

744,200

25,540,944

Macy's, Inc.

1,037,500

41,271,750

Retail Ventures, Inc. (a)

488,500

7,879,505

Sears Holdings Corp. (a)

100,700

17,068,650

Tuesday Morning Corp. (d)

532,023

6,575,804

98,336,653

Specialty Retail - 1.3%

AnnTaylor Stores Corp. (a)

288,391

10,214,809

Chico's FAS, Inc. (a)

994,100

24,196,394

Gap, Inc.

1,009,100

19,273,810

Home Depot, Inc.

2,223,900

87,510,465

RadioShack Corp.

270,514

8,964,834

Williams-Sonoma, Inc.

567,800

17,931,124

168,091,436

Textiles, Apparel & Luxury Goods - 0.1%

Liz Claiborne, Inc.

414,315

15,453,950

TOTAL CONSUMER DISCRETIONARY

1,267,539,903

CONSUMER STAPLES - 5.1%

Beverages - 0.6%

Anheuser-Busch Companies, Inc.

1,126,100

58,737,376

Heineken NV (Bearer)

338,554

19,805,409

78,542,785

Food & Staples Retailing - 1.6%

CVS Caremark Corp.

1,150,100

41,921,145

Rite Aid Corp. (a)

2,053,168

13,099,212

Wal-Mart Stores, Inc.

2,849,600

137,094,256

Winn-Dixie Stores, Inc. (a)

141,811

4,155,062

196,269,675

Food Products - 0.8%

Hershey Co.

521,600

26,403,392

Kraft Foods, Inc. Class A

584,254

20,594,954

Marine Harvest ASA (a)

18,535,000

20,178,169

Tyson Foods, Inc. Class A

1,175,200

27,076,608

94,253,123

Household Products - 0.7%

Colgate-Palmolive Co.

520,100

33,728,485

Kimberly-Clark Corp.

299,100

20,006,799

Procter & Gamble Co.

603,442

36,924,616

90,659,900

Personal Products - 0.7%

Avon Products, Inc.

2,310,070

84,895,073

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Tobacco - 0.7%

Altria Group, Inc.

1,328,705

$ 93,195,369

TOTAL CONSUMER STAPLES

637,815,925

ENERGY - 14.8%

Energy Equipment & Services - 3.3%

Baker Hughes, Inc.

1,364,100

114,761,733

Halliburton Co.

1,475,795

50,914,928

Nabors Industries Ltd. (a)

1,149,613

38,374,082

Noble Corp.

579,200

56,483,584

Schlumberger Ltd. (NY Shares)

1,757,057

149,244,422

409,778,749

Oil, Gas & Consumable Fuels - 11.5%

Apache Corp.

556,080

45,370,567

BP PLC sponsored ADR

131,000

9,450,340

Chevron Corp.

2,302,042

193,924,018

ConocoPhillips

1,823,700

143,160,450

EOG Resources, Inc.

698,400

51,025,104

Exxon Mobil Corp.

8,219,836

689,479,839

Hess Corp.

751,900

44,332,024

Lukoil Oil Co. sponsored ADR

266,100

20,157,075

Occidental Petroleum Corp.

1,065,300

61,659,564

Royal Dutch Shell PLC Class A sponsored ADR

76,900

6,244,280

Spectra Energy Corp.

434,800

11,287,408

Total SA sponsored ADR

1,022,833

82,829,016

Valero Energy Corp.

783,920

57,900,331

Williams Companies, Inc.

531,500

16,806,030

1,433,626,046

TOTAL ENERGY

1,843,404,795

FINANCIALS - 27.0%

Capital Markets - 3.9%

Ameriprise Financial, Inc.

464,902

29,553,820

Ares Capital Corp.

532,091

8,965,733

Bank of New York Co., Inc.

2,402,900

99,576,176

KKR Private Equity Investors, LP

652,400

14,679,000

KKR Private Equity Investors, LP Restricted Depositary Units (e)

674,100

15,167,250

Mellon Financial Corp.

1,246,800

54,859,200

Merrill Lynch & Co., Inc.

1,163,600

97,253,688

Morgan Stanley

1,544,100

129,519,108

State Street Corp.

454,153

31,064,065

480,638,040

Commercial Banks - 4.7%

Associated Banc-Corp.

240,256

7,856,371

Barclays PLC Sponsored ADR

657,400

36,676,346

Shares

Value

Fifth Third Bancorp (d)

396,588

$ 15,772,305

HSBC Holdings PLC sponsored ADR (d)

636,100

58,374,897

KeyCorp (d)

695,100

23,862,783

Lloyds TSB Group PLC

2,021,000

22,564,538

Marshall & Ilsley Corp.

434,500

20,695,235

PNC Financial Services Group, Inc.

660,214

47,258,118

Royal Bank of Scotland Group PLC

1,712,964

21,773,953

U.S. Bancorp, Delaware

1,414,138

46,595,847

Wachovia Corp.

3,024,857

155,023,921

Wells Fargo & Co.

3,786,600

133,174,722

589,629,036

Consumer Finance - 0.3%

American Express Co.

632,796

38,714,459

Diversified Financial Services - 7.7%

Bank of America Corp.

7,585,577

370,858,860

Citigroup, Inc.

5,676,219

291,133,273

FirstRand Ltd.

6,838,225

21,866,530

JPMorgan Chase & Co.

5,558,512

269,309,906

953,168,569

Insurance - 7.4%

ACE Ltd.

1,783,596

111,510,422

AFLAC, Inc.

264,800

13,610,720

Allianz AG sponsored ADR

1,012,100

23,551,567

Allstate Corp.

988,200

60,784,182

American International Group, Inc.

4,472,550

313,212,677

Hartford Financial Services Group, Inc.

789,200

77,744,092

MetLife, Inc. unit

786,400

25,447,904

Montpelier Re Holdings Ltd.

1,344,500

24,927,030

PartnerRe Ltd.

554,224

42,952,360

Swiss Reinsurance Co. (Reg.)

306,791

28,102,417

The Travelers Companies, Inc.

2,309,746

123,571,411

Willis Group Holdings Ltd.

937,000

41,284,220

XL Capital Ltd. Class A

449,671

37,902,769

924,601,771

Real Estate Investment Trusts - 0.5%

Annaly Capital Management, Inc.

552,800

7,971,376

Developers Diversified Realty Corp.

367,400

19,365,654

Health Care Property Investors, Inc.

746,600

21,599,138

Senior Housing Properties Trust (SBI)

370,956

7,548,955

56,485,123

Thrifts & Mortgage Finance - 2.5%

Countrywide Financial Corp.

536,410

19,498,504

Fannie Mae

2,556,210

166,997,199

Freddie Mac

1,148,000

69,683,600

MGIC Investment Corp.

551,652

31,366,933

New York Community Bancorp, Inc.

895,500

15,241,410

People's United Financial, Inc.

243,300

4,313,709

307,101,355

TOTAL FINANCIALS

3,350,338,353

Common Stocks - continued

Shares

Value

HEALTH CARE - 6.9%

Biotechnology - 0.4%

Amgen, Inc. (a)

791,422

$ 43,757,722

Health Care Equipment & Supplies - 0.4%

Baxter International, Inc.

750,332

42,273,705

Medtronic, Inc.

251,300

13,032,418

55,306,123

Health Care Providers & Services - 0.2%

Omnicare, Inc.

256,200

9,238,572

UnitedHealth Group, Inc.

421,647

21,563,028

30,801,600

Pharmaceuticals - 5.9%

Bristol-Myers Squibb Co.

1,993,700

62,921,172

Eli Lilly & Co.

176,600

9,868,408

Johnson & Johnson

1,752,000

107,958,240

Merck & Co., Inc.

2,058,200

102,498,360

Pfizer, Inc.

8,868,800

226,775,216

Schering-Plough Corp.

3,138,930

95,549,029

Wyeth

2,127,900

122,013,786

727,584,211

TOTAL HEALTH CARE

857,449,656

INDUSTRIALS - 10.4%

Aerospace & Defense - 2.3%

General Dynamics Corp.

297,700

23,286,094

Honeywell International, Inc.

2,083,925

117,283,299

Lockheed Martin Corp.

506,300

47,658,019

Northrop Grumman Corp.

203,100

15,815,397

The Boeing Co.

88,700

8,529,392

United Technologies Corp.

1,060,140

75,195,730

287,767,931

Air Freight & Logistics - 0.2%

United Parcel Service, Inc. Class B

389,200

28,411,600

Building Products - 0.2%

Masco Corp.

1,091,700

31,080,699

Commercial Services & Supplies - 0.4%

Cintas Corp.

174,700

6,888,421

Equifax, Inc.

110,481

4,907,566

Waste Management, Inc.

826,200

32,263,110

44,059,097

Electrical Equipment - 0.4%

Emerson Electric Co.

953,000

44,600,400

Industrial Conglomerates - 3.4%

3M Co.

940,900

81,660,711

General Electric Co.

4,521,890

173,097,949

Textron, Inc.

232,200

25,567,542

Tyco International Ltd.

4,253,346

143,720,561

424,046,763

Shares

Value

Machinery - 2.7%

Briggs & Stratton Corp. (d)

974,888

$ 30,767,465

Bucyrus International, Inc. Class A

132,800

9,399,584

Caterpillar, Inc.

366,000

28,657,800

Deere & Co.

125,000

15,092,500

Dover Corp.

1,091,300

55,819,995

Eaton Corp.

233,100

21,678,300

Illinois Tool Works, Inc.

337,300

18,278,287

Ingersoll-Rand Co. Ltd. Class A

778,388

42,671,230

Navistar International Corp. (a)

293,095

19,344,270

SPX Corp.

1,052,889

92,454,183

334,163,614

Road & Rail - 0.8%

Burlington Northern Santa Fe Corp.

776,800

66,136,752

Laidlaw International, Inc.

201,200

6,951,460

Union Pacific Corp.

251,600

28,971,740

102,059,952

TOTAL INDUSTRIALS

1,296,190,056

INFORMATION TECHNOLOGY - 9.8%

Communications Equipment - 1.4%

Alcatel-Lucent SA sponsored ADR (d)

3,041,922

42,586,908

Cisco Systems, Inc. (a)

2,140,400

59,610,140

Harris Corp.

555,800

30,318,890

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

8,328

1,416

Motorola, Inc.

1,673,712

29,624,702

Nortel Networks Corp. (a)

308,740

7,442,800

169,584,856

Computers & Peripherals - 2.8%

EMC Corp. (a)

2,994,200

54,195,020

Hewlett-Packard Co.

2,784,911

124,262,729

Imation Corp.

536,760

19,784,974

International Business Machines Corp.

1,225,800

129,015,450

Sun Microsystems, Inc. (a)

3,352,675

17,635,071

344,893,244

Electronic Equipment & Instruments - 1.0%

Agilent Technologies, Inc. (a)

864,800

33,242,912

Arrow Electronics, Inc. (a)

730,600

28,076,958

Avnet, Inc. (a)

799,930

31,709,225

Solectron Corp. (a)

5,354,600

19,704,928

Tektronix, Inc.

452,007

15,250,716

127,984,739

Internet Software & Services - 0.2%

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

33,880

17,732,114

VeriSign, Inc. (a)

240,400

7,627,892

25,360,006

IT Services - 0.3%

MoneyGram International, Inc.

840,700

23,497,565

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - continued

The Western Union Co.

621,300

$ 12,941,679

Unisys Corp. (a)

932,000

8,518,480

44,957,724

Office Electronics - 0.4%

Xerox Corp. (a)

2,722,235

50,306,903

Semiconductors & Semiconductor Equipment - 2.6%

Analog Devices, Inc.

1,282,800

48,284,592

Applied Materials, Inc.

2,485,400

49,384,898

Intel Corp.

4,930,100

117,139,176

LSI Corp. (a)

1,413,200

10,613,132

Micron Technology, Inc. (a)

1,341,600

16,810,248

National Semiconductor Corp.

2,100,247

59,373,983

Teradyne, Inc. (a)

1,115,000

19,601,700

Verigy Ltd.

153,559

4,393,323

325,601,052

Software - 1.1%

Microsoft Corp.

3,073,500

90,576,045

Oracle Corp. (a)

688,100

13,562,451

Symantec Corp. (a)

1,418,833

28,660,427

132,798,923

TOTAL INFORMATION TECHNOLOGY

1,221,487,447

MATERIALS - 3.4%

Chemicals - 1.9%

Air Products & Chemicals, Inc.

593,700

47,715,669

Arkema (a)

12,180

799,329

Arkema sponsored ADR (a)

224,254

14,576,510

Bayer AG sponsored ADR

255,900

19,269,270

Celanese Corp. Class A

672,400

26,075,672

Chemtura Corp.

2,736,764

30,405,448

Dow Chemical Co.

672,800

29,751,216

E.I. du Pont de Nemours & Co.

492,900

25,059,036

Georgia Gulf Corp. (d)

759,800

13,759,978

H.B. Fuller Co.

370,550

11,075,740

PolyOne Corp. (a)

1,185,313

8,522,400

Rohm & Haas Co.

166,256

9,090,878

236,101,146

Containers & Packaging - 0.3%

Smurfit-Stone Container Corp.

2,661,672

35,426,854

Metals & Mining - 1.0%

Alcan, Inc.

480,800

39,222,267

Alcoa, Inc.

1,793,971

72,709,645

Century Aluminum Co. (a)

164,000

8,959,320

120,891,232

Shares

Value

Paper & Forest Products - 0.2%

Weyerhaeuser Co.

301,800

$ 23,821,074

TOTAL MATERIALS

416,240,306

TELECOMMUNICATION SERVICES - 7.2%

Diversified Telecommunication Services - 6.3%

AT&T, Inc.

12,768,769

529,903,914

Qwest Communications International, Inc. (a)

5,583,100

54,156,070

Telkom SA Ltd. sponsored ADR (d)

319,375

32,177,031

Verizon Communications, Inc.

3,886,402

160,003,170

776,240,185

Wireless Telecommunication Services - 0.9%

Sprint Nextel Corp.

3,573,300

74,003,043

Vodafone Group PLC sponsored ADR

1,192,687

40,110,064

114,113,107

TOTAL TELECOMMUNICATION SERVICES

890,353,292

UTILITIES - 3.3%

Electric Utilities - 1.2%

Duke Energy Corp.

869,700

15,915,510

Entergy Corp.

600,300

64,442,205

Exelon Corp.

648,700

47,095,620

PPL Corp.

458,600

21,457,894

148,911,229

Gas Utilities - 0.0%

AGL Resources, Inc.

124,300

5,031,664

Independent Power Producers & Energy Traders - 0.7%

AES Corp. (a)

1,581,700

34,607,596

TXU Corp.

753,840

50,733,432

85,341,028

Multi-Utilities - 1.4%

Dominion Resources, Inc.

568,000

49,024,080

Public Service Enterprise Group, Inc.

897,900

78,817,662

Wisconsin Energy Corp.

878,300

38,847,209

166,688,951

TOTAL UTILITIES

405,972,872

TOTAL COMMON STOCKS

(Cost $8,134,130,033)

12,186,792,605

Convertible Preferred Stocks - 0.7%

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.2%

Ford Motor Co. Capital Trust II 6.50%

429,300

16,420,725

General Motors Corp.:

Series B, 5.25%

381,400

8,348,846

Series C, 6.25%

265,400

6,587,228

31,356,799

Convertible Preferred Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - 0.1%

Six Flags, Inc. 7.25% PIERS

384,900

$ 9,237,600

TOTAL CONSUMER DISCRETIONARY

40,594,399

HEALTH CARE - 0.1%

Pharmaceuticals - 0.1%

Schering-Plough Corp. 6.00%

167,100

11,459,718

MATERIALS - 0.3%

Chemicals - 0.0%

Celanese Corp. 4.25%

67,100

3,363,052

Metals & Mining - 0.3%

Freeport-McMoRan Copper & Gold, Inc. 6.75%

220,100

28,224,964

TOTAL MATERIALS

31,588,016

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $78,832,069)

83,642,133

Corporate Bonds - 0.9%

Principal Amount

Convertible Bonds - 0.8%

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.1%

Ford Motor Co. 4.25% 12/15/36

$ 9,770,000

12,234,971

Hotels, Restaurants & Leisure - 0.0%

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

3,640,000

4,254,250

Media - 0.2%

Liberty Media Corp.:

4% 11/15/29 (e)

1,740,000

1,170,150

3.5% 1/15/31 (e)

9,546,178

9,441,322

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

22,670,000

13,460,313

24,071,785

TOTAL CONSUMER DISCRETIONARY

40,561,006

INDUSTRIALS - 0.1%

Airlines - 0.1%

UAL Corp. 4.5% 6/30/21 (e)

8,680,000

11,736,228

INFORMATION TECHNOLOGY - 0.1%

Semiconductors & Semiconductor Equipment - 0.1%

Advanced Micro Devices, Inc. 6% 5/1/15 (e)

13,250,000

12,753,125

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.3%

Level 3 Communications, Inc.:

3.5% 6/15/12

6,220,000

7,848,396

Principal Amount

Value

5.25% 12/15/11 (e)

$ 11,850,000

$ 18,917,577

5.25% 12/15/11

3,930,000

6,273,931

33,039,904

TOTAL CONVERTIBLE BONDS

98,090,263

Nonconvertible Bonds - 0.1%

MATERIALS - 0.1%

Chemicals - 0.1%

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

15,700,000

13,714,152

TOTAL CORPORATE BONDS

(Cost $97,956,891)

111,804,415

Money Market Funds - 1.1%

Shares

Fidelity Cash Central Fund, 5.32% (b)

183,475

183,475

Fidelity Securities Lending Cash Central Fund, 5.4% (b)(c)

142,536,363

142,536,363

TOTAL MONEY MARKET FUNDS

(Cost $142,719,838)

142,719,838

TOTAL INVESTMENT

PORTFOLIO - 100.8%

(Cost $8,453,638,831)

12,524,958,991

NET OTHER ASSETS - (0.8)%

(95,996,170)

NET ASSETS - 100%

$ 12,428,962,821

Security Type Abbreviations

PIERS

-

Preferred Income Equity Redeemable Securities

Legend

(a) Non-income producing

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

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $82,645,965 or 0.7% of net assets.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 492,757

Fidelity Securities Lending Cash Central Fund

1,107,625

Total

$ 1,600,382

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

VIP Equity-Income Portfolio

VIP Equity-Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $138,407,373) - See accompanying schedule:

Unaffiliated issuers (cost $8,310,918,993)

$ 12,382,239,153

Fidelity Central Funds (cost $142,719,838)

142,719,838

Total Investments (cost $8,453,638,831)

$ 12,524,958,991

Receivable for investments sold

62,267,354

Receivable for fund shares sold

2,249,201

Dividends receivable

13,562,774

Interest receivable

832,752

Distributions receivable from Fidelity Central Funds

199,810

Prepaid expenses

24,690

Other receivables

272,713

Total assets

12,604,368,285

Liabilities

Payable to custodian bank

$ 12,465

Payable for investments purchased

912,542

Payable for fund shares redeemed

9,433,352

Accrued management fee

4,805,791

Distribution fees payable

658,479

Notes payable to affiliates

15,480,000

Other affiliated payables

838,579

Other payables and accrued expenses

727,893

Collateral on securities loaned, at value

142,536,363

Total liabilities

175,405,464

Net Assets

$ 12,428,962,821

Net Assets consist of:

Paid in capital

$ 7,856,056,048

Undistributed net investment income

94,193,771

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

407,392,831

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

4,071,320,171

Net Assets

$ 12,428,962,821

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($8,370,999,959 ÷ 294,564,922 shares)

$ 28.42

Service Class:
Net Asset Value, offering price and redemption price per share ($1,105,767,699 ÷ 39,064,248 shares)

$ 28.31

Service Class 2:
Net Asset Value, offering price and redemption price per share ($2,686,602,910 ÷ 95,880,097 shares)

$ 28.02

Service Class 2R:
Net Asset Value, offering price and redemption price per share ($17,477,386 ÷ 626,945 shares)

$ 27.88

Investor Class:
Net Asset Value, offering price and redemption price per share ($248,114,867 ÷ 8,752,631 shares)

$ 28.35

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

Semiannual Report

VIP Equity-Income Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Dividends

$ 131,745,692

Interest

2,241,578

Income from Fidelity Central Funds (including $1,107,625 from security lending)

1,600,382

Total income

135,587,652

Expenses

Management fee

$ 28,102,953

Transfer agent fees

4,167,458

Distribution fees

3,729,095

Accounting and security lending fees

708,853

Custodian fees and expenses

107,978

Independent trustees' compensation

18,848

Appreciation in deferred trustee compensation account

464

Audit

67,405

Legal

28,777

Interest

44,952

Miscellaneous

214,298

Total expenses before reductions

37,191,081

Expense reductions

(43,882)

37,147,199

Net investment income (loss)

98,440,453

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

435,192,096

Foreign currency transactions

59,012

Total net realized gain (loss)

435,251,108

Change in net unrealized appreciation (depreciation) on:

Investment securities

477,461,044

Assets and liabilities in foreign currencies

(78)

Total change in net unrealized appreciation (depreciation)

477,460,966

Net gain (loss)

912,712,074

Net increase (decrease) in net assets resulting from operations

$ 1,011,152,527

Statement of Changes in Net Assets

Six months ended June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 98,440,453

$ 188,261,885

Net realized gain (loss)

435,251,108

828,311,746

Change in net unrealized appreciation (depreciation)

477,460,966

1,034,331,156

Net increase (decrease) in net assets resulting from operations

1,011,152,527

2,050,904,787

Distributions to shareholders from net investment income

(4,559,932)

(361,533,412)

Distributions to shareholders from net realized gain

(18,239,730)

(1,350,709,216)

Total distributions

(22,799,662)

(1,712,242,628)

Share transactions - net increase (decrease)

(553,082,248)

928,687,527

Redemption fees

1,977

4,203

Total increase (decrease) in net assets

435,272,594

1,267,353,889

Net Assets

Beginning of period

11,993,690,227

10,726,336,338

End of period (including undistributed net investment income of $94,193,771 and undistributed net investment income of $6,057,687, respectively)

$ 12,428,962,821

$ 11,993,690,227

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

VIP Equity-Income Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 26.20

$ 25.49

$ 25.37

$ 23.18

$ 18.16

$ 22.75

Income from Investment Operations

Net investment income (loss) E

.23

.45

.42

.40

.36

.34

Net realized and unrealized gain (loss)

2.04

4.37

1.00

2.24

5.01

(4.08)

Total from investment operations

2.27

4.82

1.42

2.64

5.37

(3.74)

Distributions from net investment income

(.01)

(.89)

(.41)

(.36)

(.35)

(.36)

Distributions from net realized gain

(.04)

(3.22)

(.89)

(.09)

-

(.49)

Total distributions

(.05)

(4.11)

(1.30)

(.45)

(.35)

(.85)

Redemption fees added to paid in capital E, I

-

-

-

-

-

-

Net asset value, end of period

$ 28.42

$ 26.20

$ 25.49

$ 25.37

$ 23.18

$ 18.16

Total Return B, C, D

8.68%

20.19%

5.87%

11.53%

30.33%

(16.95)%

Ratios to Average Net Assets F, H

Expenses before reductions

.55% A

.57%

.56%

.58%

.57%

.57%

Expenses net of fee waivers, if any

.55% A

.57%

.56%

.58%

.57%

.57%

Expenses net of all reductions

.55% A

.56%

.55%

.57%

.56%

.56%

Net investment income (loss)

1.67% A

1.76%

1.71%

1.71%

1.83%

1.70%

Supplemental Data

Net assets, end of period (000 omitted)

$ 8,371,000

$ 8,315,159

$ 7,875,801

$ 8,689,829

$ 8,402,963

$ 6,895,940

Portfolio turnover rate G

18% A

22%

19%

22%

26%

25%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share.

Financial Highlights - Service Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 26.11

$ 25.39

$ 25.28

$ 23.11

$ 18.10

$ 22.67

Income from Investment Operations

Net investment income (loss) E

.21

.43

.39

.38

.34

.32

Net realized and unrealized gain (loss)

2.04

4.35

1.00

2.22

5.00

(4.06)

Total from investment operations

2.25

4.78

1.39

2.60

5.34

(3.74)

Distributions from net investment income

(.01)

(.84)

(.39)

(.34)

(.33)

(.34)

Distributions from net realized gain

(.04)

(3.22)

(.89)

(.09)

-

(.49)

Total distributions

(.05)

(4.06)

(1.28)

(.43)

(.33)

(.83)

Redemption fees added to paid in capital E, I

-

-

-

-

-

-

Net asset value, end of period

$ 28.31

$ 26.11

$ 25.39

$ 25.28

$ 23.11

$ 18.10

Total Return B, C, D

8.63%

20.08%

5.76%

11.38%

30.22%

(17.00)%

Ratios to Average Net Assets F, H

Expenses before reductions

.65% A

.67%

.66%

.68%

.67%

.67%

Expenses net of fee waivers, if any

.65% A

.67%

.66%

.68%

.67%

.67%

Expenses net of all reductions

.64% A

.66%

.65%

.67%

.66%

.66%

Net investment income (loss)

1.57% A

1.66%

1.61%

1.61%

1.73%

1.60%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,105,768

$ 1,118,333

$ 1,079,838

$ 1,170,778

$ 1,071,483

$ 771,516

Portfolio turnover rate G

18% A

22%

19%

22%

26%

25%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 25.87

$ 25.17

$ 25.09

$ 22.96

$ 18.00

$ 22.59

Income from Investment Operations

Net investment income (loss) E

.19

.38

.35

.34

.31

.28

Net realized and unrealized gain (loss)

2.01

4.32

.98

2.21

4.97

(4.04)

Total from investment operations

2.20

4.70

1.33

2.55

5.28

(3.76)

Distributions from net investment income

(.01)

(.78)

(.36)

(.33)

(.32)

(.34)

Distributions from net realized gain

(.04)

(3.22)

(.89)

(.09)

-

(.49)

Total distributions

(.05)

(4.00)

(1.25)

(.42)

(.32)

(.83)

Redemption fees added to paid in capital E, I

-

-

-

-

-

-

Net asset value, end of period

$ 28.02

$ 25.87

$ 25.17

$ 25.09

$ 22.96

$ 18.00

Total Return B, C, D

8.52%

19.93%

5.57%

11.23%

30.03%

(17.15)%

Ratios to Average Net Assets F, H

Expenses before reductions

.80% A

.82%

.81%

.83%

.82%

.83%

Expenses net of fee waivers, if any

.80% A

.82%

.81%

.83%

.82%

.83%

Expenses net of all reductions

.80% A

.82%

.80%

.82%

.81%

.82%

Net investment income (loss)

1.42% A

1.51%

1.46%

1.46%

1.58%

1.44%

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,686,603

$ 2,373,059

$ 1,723,546

$ 1,420,999

$ 916,679

$ 403,632

Portfolio turnover rate G

18% A

22%

19%

22%

26%

25%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share.

Financial Highlights - Service Class 2R

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 25.73

$ 25.08

$ 25.01

$ 22.91

$ 17.99

$ 21.82

Income from Investment Operations

Net investment income (loss) E

.19

.38

.35

.34

.31

.18

Net realized and unrealized gain (loss)

2.01

4.29

.99

2.20

4.96

(4.01)

Total from investment operations

2.20

4.67

1.34

2.54

5.27

(3.83)

Distributions from net investment income

(.01)

(.80)

(.38)

(.35)

(.35)

-

Distributions from net realized gain

(.04)

(3.22)

(.89)

(.09)

-

-

Total distributions

(.05)

(4.02)

(1.27)

(.44)

(.35)

-

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 27.88

$ 25.73

$ 25.08

$ 25.01

$ 22.91

$ 17.99

Total Return B, C, D

8.56%

19.89%

5.61%

11.22%

30.05%

(17.55)%

Ratios to Average Net Assets F, I

Expenses before reductions

.80% A

.82%

.81%

.83%

.82%

.85% A

Expenses net of fee waivers, if any

.80% A

.82%

.81%

.83%

.82%

.85% A

Expenses net of all reductions

.80% A

.81%

.80%

.82%

.81%

.84% A

Net investment income (loss)

1.42% A

1.51%

1.46%

1.46%

1.57%

1.45% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 17,477

$ 17,089

$ 9,651

$ 5,617

$ 1,891

$ 471

Portfolio turnover rate G

18% A

22%

19%

22%

26%

25%

A Annualized B Total returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. 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. FFees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

VIP Equity-Income Portfolio

Financial Highlights - Investor Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 26.15

$ 25.48

$ 24.46

Income from Investment Operations

Net investment income (loss) E

.21

.42

.17

Net realized and unrealized gain (loss)

2.04

4.36

.85

Total from investment operations

2.25

4.78

1.02

Distributions from net investment income

(.01)

(.89)

-

Distributions from net realized gain

(.04)

(3.22)

-

Total distributions

(.05)

(4.11)

-

Redemption fees added to paid in capital E, J

-

-

-

Net asset value, end of period

$ 28.35

$ 26.15

$ 25.48

Total Return B, C, D

8.62%

20.04%

4.17%

Ratios to Average Net Assets F, I

Expenses before reductions

.66% A

.69%

.74% A

Expenses net of fee waivers, if any

.66% A

.69%

.74% A

Expenses net of all reductions

.66% A

.69%

.73% A

Net investment income (loss)

1.56% A

1.63%

1.54% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 248,115

$ 170,050

$ 37,500

Portfolio turnover rate G

18% A

22%

19%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. FFees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

VIP Equity-Income Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the trust) 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, Service Class 2R shares, and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

VIP Equity-Income Portfolio

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), Independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. The Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, remains subject to examination by the Internal Revenue Service. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

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

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

Unrealized appreciation

$ 4,299,275,657

Unrealized depreciation

(237,163,672)

Net unrealized appreciation (depreciation)

$ 4,062,111,985

Cost for federal income tax purposes

$ 8,462,847,006

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

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Operating Policies.

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

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 at the end of the Fund's Schedule of Investments.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,110,685,624 and $1,590,126,744, respectively.

6. 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 .26% 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 .46% of the Fund's average net assets.

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

$ 555,134

Service Class 2

3,152,870

Service Class 2R

21,091

$ 3,729,095

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class with the exception of Investor Class pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of their month end net assets. Investor Class pays a monthly asset-based transfer agent fee of .18% of its month end net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 2,763,995

Service Class

366,707

Service Class 2

839,086

Service Class 2R

5,607

Investor Class

192,063

$ 4,167,458

VIP Equity-Income Portfolio

6. Fees and Other Transactions with Affiliates - continued

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $3,569 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. Any open loans, including interest accrued, at period end are presented under the caption "Notes payable to affiliates" in the Fund's Statement of Assets and Liabilities. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily Loan Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 11,529,077

5.41%

$ 42,705

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $14,568 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

9. 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. The average daily loan balance during the period for which loans were outstanding amounted to $14,545,000. The weighted average interest rate was 5.56%. The interest expense amounted to $2,247 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. 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 $34,960 for the period. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $6,240.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

11. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 12% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 21% of the total outstanding shares of the Fund.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

12. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2007

Year ended
December 31,
2006

From net investment income

Initial Class

$ 3,132,955

$ 264,166,176

Service Class

419,880

33,884,044

Service Class 2

928,340

59,720,009

Service Class 2R

6,482

384,977

Investor Class

72,275

3,378,206

Total

$ 4,559,932

$ 361,533,412

From net realized gain

Initial Class

$ 12,531,819

$ 955,191,565

Service Class

1,679,522

129,915,591

Service Class 2

3,713,359

250,476,248

Service Class 2R

25,929

1,596,604

Investor Class

289,101

13,529,208

Total

$ 18,239,730

$ 1,350,709,216

VIP Equity-Income Portfolio

13. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended June 30,
2007

Year ended
December 31,
2006

Six months ended June 30,
2007

Year ended
December 31,
2006

Initial Class

Shares sold

5,696,780

11,142,631

$ 154,001,014

$ 291,841,012

Reinvestment of distributions

588,017

48,349,563

15,664,773

1,219,357,741

Shares redeemed

(29,092,952)

(51,111,950)

(792,576,231)

(1,316,326,890)

Net increase (decrease)

(22,808,155)

8,380,244

$ (622,910,444)

$ 194,871,863

Service Class

Shares sold

888,622

1,973,377

$ 23,914,008

$ 51,112,539

Reinvestment of distributions

79,103

6,517,581

2,099,402

163,799,635

Shares redeemed

(4,734,917)

(8,189,522)

(127,943,727)

(210,464,004)

Net increase (decrease)

(3,767,192)

301,436

$ (101,930,317)

$ 4,448,170

Service Class 2

Shares sold

10,028,186

18,633,564

$ 269,241,764

$ 478,385,754

Reinvestment of distributions

176,558

12,399,920

4,641,699

310,196,257

Shares redeemed

(6,068,076)

(7,758,659)

(161,990,470)

(196,924,442)

Net increase (decrease)

4,136,668

23,274,825

$ 111,892,993

$ 591,657,569

Service Class 2R

Shares sold

104,532

328,046

$ 2,819,789

$ 8,477,584

Reinvestment of distributions

1,239

79,377

32,411

1,981,581

Shares redeemed

(142,897)

(128,136)

(3,755,419)

(3,244,089)

Net increase (decrease)

(37,126)

279,287

$ (903,219)

$ 7,215,076

Investor Class

Shares sold

2,466,314

4,614,643

$ 66,701,589

$ 119,868,954

Reinvestment of distributions

13,596

660,041

361,376

16,907,414

Shares redeemed

(230,264)

(243,553)

(6,294,226)

(6,281,519)

Net increase (decrease)

2,249,646

5,031,131

$ 60,768,739

$ 130,494,849

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

VIPEI2R-SANN-0807
1.833447.101

Fidelity® Variable Insurance Products:
Growth Portfolio

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP Growth Portfolio

VIP Growth Portfolio

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2007 to June 30, 2007).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period*
January 1, 2007
to June 30, 2007

Initial Class

Actual

$ 1,000.00

$ 1,125.50

$ 3.37

Hypothetical A

$ 1,000.00

$ 1,021.62

$ 3.21

Service Class

Actual

$ 1,000.00

$ 1,125.00

$ 3.90

Hypothetical A

$ 1,000.00

$ 1,021.12

$ 3.71

Service Class 2

Actual

$ 1,000.00

$ 1,124.10

$ 4.69

Hypothetical A

$ 1,000.00

$ 1,020.38

$ 4.46

Service Class 2R

Actual

$ 1,000.00

$ 1,124.20

$ 4.69

Hypothetical A

$ 1,000.00

$ 1,020.38

$ 4.46

Investor Class

Actual

$ 1,000.00

$ 1,124.60

$ 4.00

Hypothetical A

$ 1,000.00

$ 1,021.03

$ 3.81

A 5% return per year before expenses

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

Annualized
Expense Ratio

Initial Class

.64%

Service Class

.74%

Service Class 2

.89%

Service Class 2R

.89%

Investor Class

.76%

Semiannual Report

VIP Growth Portfolio

Investment Changes

Top Ten Stocks as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

EMC Corp.

4.6

1.1

Biogen Idec, Inc.

4.0

2.8

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

4.0

2.6

Cisco Systems, Inc.

3.1

3.2

ABB Ltd. sponsored ADR

2.9

1.7

Research In Motion Ltd.

2.8

1.8

Commerce Bancorp, Inc.

2.5

1.6

Broadcom Corp. Class A

2.3

1.1

McDermott International, Inc.

2.3

0.5

Merck & Co., Inc.

2.2

1.1

30.7

Top Five Market Sectors as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

39.7

31.6

Health Care

16.4

20.8

Energy

10.2

5.8

Industrials

10.1

11.1

Financials

9.2

10.2

Asset Allocation (% of fund's net assets)

As of June 30, 2007 *

As of December 31, 2006 **

Stocks 99.8%

Stocks 99.9%

Short-Term Investments
and Net Other Assets 0.2%

Short-Term Investments
and Net Other Assets 0.1%

* Foreign investments

24.6%

** Foreign investments

13.2%

VIP Growth Portfolio

VIP Growth Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%

Shares

Value

CONSUMER DISCRETIONARY - 6.2%

Distributors - 0.2%

Li & Fung Ltd.

3,080,000

$ 11,088,347

Hotels, Restaurants & Leisure - 1.3%

McCormick & Schmick's Seafood Restaurants (a)

487,327

12,641,262

McDonald's Corp.

869,200

44,120,592

Starbucks Corp. (a)

1,348,454

35,383,433

92,145,287

Household Durables - 1.6%

Garmin Ltd. (d)

676,194

50,018,070

Tele Atlas NV (a)(d)

1,463,800

31,459,978

TomTom Group BV (a)(d)

750,935

38,548,844

120,026,892

Media - 2.0%

Focus Media Holding Ltd. ADR (a)(d)

842,082

42,525,141

Lamar Advertising Co. Class A

573,540

35,995,370

McGraw-Hill Companies, Inc.

557,854

37,978,700

National CineMedia, Inc.

1,054,175

29,527,442

146,026,653

Specialty Retail - 0.4%

Guess?, Inc.

180,200

8,656,808

PETsMART, Inc.

315,300

10,231,485

Zumiez, Inc. (a)

360,264

13,610,774

32,499,067

Textiles, Apparel & Luxury Goods - 0.7%

Polo Ralph Lauren Corp. Class A

371,732

36,470,627

Volcom, Inc. (a)

362,120

18,153,076

54,623,703

TOTAL CONSUMER DISCRETIONARY

456,409,949

CONSUMER STAPLES - 4.6%

Beverages - 0.5%

PepsiCo, Inc.

642,529

41,668,006

Food & Staples Retailing - 1.6%

CVS Caremark Corp.

1,856,285

67,661,588

Walgreen Co.

1,093,700

47,619,698

115,281,286

Food Products - 0.9%

Nestle SA sponsored ADR

347,200

33,209,680

Tyson Foods, Inc. Class A

1,546,500

35,631,360

68,841,040

Household Products - 1.3%

Colgate-Palmolive Co.

716,200

46,445,570

Procter & Gamble Co.

787,700

48,199,363

94,644,933

Shares

Value

Personal Products - 0.3%

Bare Escentuals, Inc.

433,647

$ 14,809,045

Physicians Formula Holdings, Inc.

372,988

5,865,236

20,674,281

TOTAL CONSUMER STAPLES

341,109,546

ENERGY - 10.2%

Energy Equipment & Services - 2.1%

Schlumberger Ltd. (NY Shares)

1,864,400

158,362,136

Oil, Gas & Consumable Fuels - 8.1%

Canadian Natural Resources Ltd.

420,300

27,926,622

Canadian Oil Sands Trust unit

1,734,200

53,625,485

Chesapeake Energy Corp. (d)

1,655,511

57,280,681

Denbury Resources, Inc. (a)

310,500

11,643,750

EOG Resources, Inc.

1,006,800

73,556,808

Gazprom OAO sponsored ADR

1,151,675

48,197,599

Petroplus Holdings AG

232,327

23,924,964

Ultra Petroleum Corp. (a)

1,096,726

60,583,144

Valero Energy Corp.

1,341,000

99,046,260

Western Oil Sands, Inc. Class A (a)

1,195,400

39,837,315

Williams Companies, Inc.

2,325,647

73,536,958

XTO Energy, Inc.

395,300

23,757,530

592,917,116

TOTAL ENERGY

751,279,252

FINANCIALS - 9.2%

Capital Markets - 3.3%

Charles Schwab Corp.

5,102,972

104,712,985

Northern Trust Corp.

561,079

36,043,715

State Street Corp.

1,162,400

79,508,160

T. Rowe Price Group, Inc.

350,300

18,177,067

238,441,927

Commercial Banks - 2.7%

Commerce Bancorp, Inc. (d)

4,965,954

183,690,638

East West Bancorp, Inc.

398,622

15,498,423

199,189,061

Consumer Finance - 1.0%

American Express Co.

1,227,000

75,067,860

Insurance - 2.2%

AFLAC, Inc.

693,120

35,626,368

American International Group, Inc.

1,273,866

89,208,836

Willis Group Holdings Ltd.

796,700

35,102,602

159,937,806

TOTAL FINANCIALS

672,636,654

HEALTH CARE - 16.4%

Biotechnology - 7.0%

Acorda Therapeutics, Inc. (a)(d)

1,272,583

21,710,266

Altus Pharmaceuticals, Inc. (a)

1,229,209

14,185,072

Amylin Pharmaceuticals, Inc. (a)(d)

647,003

26,630,643

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Biotechnology - continued

Biogen Idec, Inc. (a)

5,485,233

$ 293,459,966

CSL Ltd.

757,405

56,517,258

Genentech, Inc. (a)

460,900

34,871,694

Gilead Sciences, Inc. (a)

1,745,384

67,668,538

515,043,437

Health Care Equipment & Supplies - 3.3%

ArthroCare Corp. (a)

255,015

11,197,709

Becton, Dickinson & Co.

884,200

65,872,900

BioLase Technology, Inc. (a)(d)

380,511

2,309,702

C.R. Bard, Inc.

598,500

49,454,055

Cochlear Ltd.

355,296

18,377,668

DENTSPLY International, Inc.

931,714

35,647,378

Kyphon, Inc. (a)

366,930

17,667,680

Mindray Medical International Ltd. sponsored ADR

181,400

5,538,142

Sirona Dental Systems, Inc. (d)

883,476

33,421,897

239,487,131

Health Care Providers & Services - 1.8%

Brookdale Senior Living, Inc.

742,466

33,834,176

Henry Schein, Inc. (a)

1,005,175

53,706,500

Medco Health Solutions, Inc. (a)

437,700

34,136,223

VCA Antech, Inc. (a)

178,102

6,712,664

128,389,563

Health Care Technology - 0.1%

Cerner Corp. (a)

134,200

7,444,074

Life Sciences Tools & Services - 1.3%

Covance, Inc. (a)

903,200

61,923,392

Millipore Corp. (a)

46,600

3,499,194

Pharmaceutical Product Development, Inc.

603,787

23,106,928

Waters Corp. (a)

118,300

7,022,288

95,551,802

Pharmaceuticals - 2.9%

Allergan, Inc.

912,600

52,602,264

Merck & Co., Inc.

3,269,800

162,836,040

215,438,304

TOTAL HEALTH CARE

1,201,354,311

INDUSTRIALS - 10.1%

Air Freight & Logistics - 0.1%

C.H. Robinson Worldwide, Inc.

137,560

7,224,651

Commercial Services & Supplies - 1.3%

Corrections Corp. of America (a)

514,345

32,460,313

Equifax, Inc.

1,246,404

55,365,266

Kenexa Corp. (a)

304,942

11,499,363

99,324,942

Shares

Value

Construction & Engineering - 1.6%

Fluor Corp.

561,000

$ 62,478,570

Granite Construction, Inc.

225,200

14,453,336

Jacobs Engineering Group, Inc. (a)

676,200

38,888,262

115,820,168

Electrical Equipment - 4.7%

ABB Ltd. sponsored ADR

9,566,400

216,200,640

General Cable Corp.

1,282,200

97,126,650

Grupo Corporacion Tecnologica SA

117,020

4,276,121

Vestas Wind Systems AS (a)

464,100

30,722,802

348,326,213

Industrial Conglomerates - 2.3%

McDermott International, Inc. (a)

2,046,164

170,077,152

Machinery - 0.1%

IDEX Corp.

102,300

3,942,642

TOTAL INDUSTRIALS

744,715,768

INFORMATION TECHNOLOGY - 39.7%

Communications Equipment - 12.4%

Balda AG

1,090,688

15,661,815

Cisco Systems, Inc. (a)

8,231,300

229,241,705

Corning, Inc. (a)

4,535,200

115,874,360

Harris Corp.

659,700

35,986,635

Nice Systems Ltd. sponsored ADR

1,451,567

50,427,438

Nokia Corp. sponsored ADR

4,434,700

124,659,417

Polycom, Inc. (a)

1,226,621

41,214,466

QUALCOMM, Inc.

2,130,503

92,442,525

Research In Motion Ltd. (a)

1,033,900

206,769,663

912,278,024

Computers & Peripherals - 7.0%

Apple, Inc. (a)

622,934

76,022,865

Dell, Inc. (a)

1,307,011

37,315,164

Diebold, Inc.

142,343

7,430,305

EMC Corp. (a)

18,422,444

333,446,233

Network Appliance, Inc. (a)

328,901

9,603,909

SanDisk Corp. (a)

941,800

46,091,692

509,910,168

Electronic Equipment & Instruments - 0.8%

Amphenol Corp. Class A

1,566,764

55,855,137

Itron, Inc. (a)

53,661

4,182,338

60,037,475

Internet Software & Services - 5.7%

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

107,468

18,052,475

comScore, Inc.

7,500

173,625

eBay, Inc. (a)

1,505,141

48,435,437

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

559,300

292,726,434

Omniture, Inc.

683,506

15,665,958

VeriSign, Inc. (a)

1,469,700

46,633,581

421,687,510

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - 5.3%

Cognizant Technology Solutions Corp. Class A (a)

816,000

$ 61,273,440

ExlService Holdings, Inc.

802,829

15,045,015

Infosys Technologies Ltd.

1,164,339

55,424,261

Infosys Technologies Ltd. sponsored ADR

642,300

32,359,074

Mastercard, Inc. Class A

230,700

38,266,209

Paychex, Inc. (d)

815,514

31,902,908

The Western Union Co.

6,262,924

130,456,707

WNS Holdings Ltd. ADR

871,100

24,791,506

389,519,120

Semiconductors & Semiconductor Equipment - 4.3%

Applied Materials, Inc.

6,862,700

136,361,849

Broadcom Corp. Class A (a)

5,877,110

171,905,468

SiRF Technology Holdings, Inc. (a)(d)

327,905

6,800,750

315,068,067

Software - 4.2%

Activision, Inc. (a)

1,444,746

26,973,408

Cadence Design Systems, Inc. (a)

992,800

21,801,888

Electronic Arts, Inc. (a)

899,287

42,554,261

FalconStor Software, Inc. (a)(d)

357,352

3,770,064

Microsoft Corp.

2,893,470

85,270,561

Nintendo Co. Ltd.

168,100

61,659,078

Pros Holdings, Inc.

39,500

517,450

Red Hat, Inc. (a)

1,807,219

40,264,839

Salesforce.com, Inc. (a)

173,100

7,419,066

Sourcefire, Inc.

208,031

2,910,354

THQ, Inc. (a)

470,225

14,351,267

307,492,236

TOTAL INFORMATION TECHNOLOGY

2,915,992,600

MATERIALS - 2.2%

Chemicals - 1.8%

Monsanto Co.

1,213,400

81,953,036

The Mosaic Co. (a)

247,400

9,653,548

Zoltek Companies, Inc. (a)(d)

988,442

41,049,996

132,656,580

Metals & Mining - 0.4%

Arcelor Mittal

423,100

26,401,440

TOTAL MATERIALS

159,058,020

Shares

Value

TELECOMMUNICATION SERVICES - 1.2%

Diversified Telecommunication Services - 0.6%

AT&T, Inc.

1,010,715

$ 41,944,673

Wireless Telecommunication Services - 0.6%

America Movil SAB de CV Series L sponsored ADR

712,500

44,125,125

TOTAL TELECOMMUNICATION SERVICES

86,069,798

TOTAL COMMON STOCKS

(Cost $5,913,579,740)

7,328,625,898

Money Market Funds - 2.5%

Fidelity Cash Central Fund, 5.32% (b)

13,906,471

13,906,471

Fidelity Securities Lending Cash Central Fund, 5.4% (b)(c)

170,015,002

170,015,002

TOTAL MONEY MARKET FUNDS

(Cost $183,921,473)

183,921,473

TOTAL INVESTMENT PORTFOLIO - 102.3%

(Cost $6,097,501,213)

7,512,547,371

NET OTHER ASSETS - (2.3)%

(168,817,511)

NET ASSETS - 100%

$ 7,343,729,860

Legend

(a) Non-income producing

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

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

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 1,187,797

Fidelity Securities Lending Cash Central Fund

1,066,462

Total

$ 2,254,259

Other Information

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

United States of America

75.4%

Canada

5.2%

Switzerland

3.6%

Panama

2.3%

Netherlands Antilles

2.1%

Finland

1.7%

Netherlands

1.3%

India

1.3%

Australia

1.0%

Others (individually less than 1%)

6.1%

100.0%

Income Tax Information

At December 31, 2006, the fund had a capital loss carryforward of approximately $1,792,773,530 of which $1,748,065,676 and $44,707,854 will expire on December 31, 2010 and 2011, respectively.

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

VIP Growth Portfolio

VIP Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $169,299,474) -
See accompanying schedule:

Unaffiliated issuers (cost $5,913,579,740)

$ 7,328,625,898

Fidelity Central Funds
(cost $183,921,473)

183,921,473

Total Investments (cost $6,097,501,213)

$ 7,512,547,371

Foreign currency held at value
(cost $96)

97

Receivable for investments sold

95,363,672

Receivable for fund shares sold

1,309,306

Dividends receivable

3,688,383

Distributions receivable from Fidelity Central Funds

281,428

Prepaid expenses

16,548

Other receivables

266,083

Total assets

7,613,472,888

Liabilities

Payable for investments purchased

$ 88,407,776

Payable for fund shares redeemed

6,643,757

Accrued management fee

3,399,304

Distribution fees payable

218,977

Other affiliated payables

515,723

Other payables and accrued expenses

542,489

Collateral on securities loaned, at value

170,015,002

Total liabilities

269,743,028

Net Assets

$ 7,343,729,860

Net Assets consist of:

Paid in capital

$ 7,346,152,868

Undistributed net investment income

4,037,716

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

(1,421,510,737)

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

1,415,050,013

Net Assets

$ 7,343,729,860

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($5,662,103,236 ÷ 141,172,832 shares)

$ 40.11

Service Class:
Net Asset Value, offering price and redemption price per share ($855,381,166 ÷ 21,399,667 shares)

$ 39.97

Service Class 2:
Net Asset Value, offering price and redemption price per share ($711,557,695 ÷ 17,939,767 shares)

$ 39.66

Service Class 2R:
Net Asset Value, offering price and redemption price per share ($9,796,564 ÷ 248,040 shares)

$ 39.50

Investor Class:
Net Asset Value, offering price and redemption price per share ($104,891,199 ÷ 2,622,089 shares)

$ 40.00

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

Semiannual Report

VIP Growth Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Dividends

$ 26,442,382

Interest

27,844

Income from Fidelity Central Funds (including $1,066,462 from security lending)

2,254,259

Total income

28,724,485

Expenses

Management fee

$ 19,989,918

Transfer agent fees

2,428,237

Distribution fees

1,255,801

Accounting and security lending fees

597,094

Custodian fees and expenses

88,085

Independent trustees' compensation

11,170

Appreciation in deferred trustee compensation account

208

Audit

46,847

Legal

14,278

Interest

68,197

Miscellaneous

(366,950)

Total expenses before reductions

24,132,885

Expense reductions

(87,400)

24,045,485

Net investment income (loss)

4,679,000

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

374,518,770

Foreign currency transactions

75,738

Total net realized gain (loss)

374,594,508

Change in net unrealized appreciation (depreciation) on:

Investment securities

465,562,641

Assets and liabilities in foreign currencies

28,518

Total change in net unrealized appreciation (depreciation)

465,591,159

Net gain (loss)

840,185,667

Net increase (decrease) in net assets resulting from operations

$ 844,864,667

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 4,679,000

$ 44,825,931

Net realized gain (loss)

374,594,508

1,210,469,636

Change in net unrealized appreciation (depreciation)

465,591,159

(728,402,326)

Net increase (decrease) in net assets resulting from operations

844,864,667

526,893,241

Distributions to shareholders from net investment income

(43,724,955)

(29,989,011)

Share transactions - net increase (decrease)

(655,103,399)

(2,000,205,631)

Redemption fees

3,513

1,882

Total increase (decrease) in net assets

146,039,826

(1,503,299,519)

Net Assets

Beginning of period

7,197,690,034

8,700,989,553

End of period (including undistributed net investment income of $4,037,716 and undistributed net investment income
of $43,290,513, respectively)

$ 7,343,729,860

$ 7,197,690,034

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

VIP Growth Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 35.87

$ 33.70

$ 32.01

$ 31.04

$ 23.44

$ 33.61

Income from Investment Operations

Net investment income (loss) E

.03

.21

.11

.15 H, K

.07

.07

Net realized and unrealized gain (loss)

4.45

2.09

1.74

.90

7.60

(10.17)

Total from investment operations

4.48

2.30

1.85

1.05

7.67

(10.10)

Distributions from net investment income

(.24)

(.13)

(.16)

(.08)

(.07)

(.07)

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 40.11

$ 35.87

$ 33.70

$ 32.01

$ 31.04

$ 23.44

Total Return B, C, D

12.55%

6.85%

5.80%

3.38%

32.85%

(30.10)%

Ratios to Average Net Assets F, I

Expenses before reductions

.64% A

.68%

.67%

.68%

.67%

.67%

Expenses net of fee waivers, if any

.64% A

.68%

.67%

.68%

.67%

.67%

Expenses net of all reductions

.64% A

.67%

.63%

.65%

.64%

.61%

Net investment income (loss)

.17% A

.61%

.36%

.47% K

.28%

.25%

Supplemental Data

Net assets, end of period (000 omitted)

$ 5,662,103

$ 5,610,629

$ 6,726,655

$ 7,796,888

$ 8,594,509

$ 7,016,147

Portfolio turnover rate G

94% A

114%

79%

72%

61%

90%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period.F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.08 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K As a result in the change in the estimate of the return of capital components of dividend income realized in the year ended December 31, 2003, net investment income per share and the ratio of net investment income to average net assets for the year ended December 31, 2004 have been reduced by $.01 per share and .02%, respectively. The change in estimate has no impact on total net assets or total return of the class.

Financial Highlights - Service Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 35.72

$ 33.56

$ 31.88

$ 30.92

$ 23.34

$ 33.48

Income from Investment Operations

Net investment income (loss) E

.01

.18

.08

.11 H, K

.05

.04

Net realized and unrealized gain (loss)

4.44

2.07

1.72

.90

7.58

(10.14)

Total from investment operations

4.45

2.25

1.80

1.01

7.63

(10.10)

Distributions from net investment income

(.20)

(.09)

(.12)

(.05)

(.05)

(.04)

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 39.97

$ 35.72

$ 33.56

$ 31.88

$ 30.92

$ 23.34

Total Return B, C, D

12.50%

6.73%

5.67%

3.26%

32.78%

(30.20)%

Ratios to Average Net Assets F, I

Expenses before reductions

.74% A

.78%

.77%

.78%

.77%

.77%

Expenses net of fee waivers, if any

.74% A

.78%

.77%

.78%

.77%

.77%

Expenses net of all reductions

.74% A

.77%

.73%

.75%

.74%

.71%

Net investment income (loss)

.07% A

.51%

.26%

.37% K

.18%

.15%

Supplemental Data

Net assets, end of period (000 omitted)

$ 855,381

$ 877,279

$ 1,086,172

$ 1,326,262

$ 1,401,298

$ 1,058,738

Portfolio turnover rate G

94% A

114%

79%

72%

61%

90%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.08 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K As a result in the change in the estimate of the return of capital components of dividend income realized in the year ended December 31, 2003, net investment income per share and the ratio of net investment income to average net assets for the year ended December 31, 2004 have been reduced by $.01 per share and .02%, respectively. The change in estimate has no impact on total net assets or total return of the class.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 35.42

$ 33.29

$ 31.64

$ 30.72

$ 23.21

$ 33.34

Income from Investment Operations

Net investment income (loss) E

(.02)

.12

.03

.07 H, K

.01

- J

Net realized and unrealized gain (loss)

4.40

2.07

1.71

.89

7.53

(10.09)

Total from investment operations

4.38

2.19

1.74

.96

7.54

(10.09)

Distributions from net investment income

(.14)

(.06)

(.09)

(.04)

(.03)

(.04)

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 39.66

$ 35.42

$ 33.29

$ 31.64

$ 30.72

$ 23.21

Total Return B, C, D

12.41%

6.57%

5.50%

3.12%

32.54%

(30.30)%

Ratios to Average Net Assets F, I

Expenses before reductions

.89% A

.94%

.92%

.93%

.92%

.93%

Expenses net of fee waivers, if any

.89% A

.94%

.92%

.93%

.92%

.93%

Expenses net of all reductions

.89% A

.92%

.88%

.90%

.89%

.87%

Net investment income (loss)

(.08)% A

.36%

.11%

.22% K

.02%

(.01)%

Supplemental Data

Net assets, end of period (000 omitted)

$ 711,558

$ 627,754

$ 858,587

$ 811,126

$ 609,798

$ 238,543

Portfolio turnover rate G

94% A

114%

79%

72%

61%

90%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.08 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K As a result in the change in the estimate of the return of capital components of dividend income realized in the year ended December 31, 2003, net investment income per share and the ratio of net investment income to average net assets for the year ended December 31, 2004 have been reduced by $.01 per share and .02%, respectively. The change in estimate has no impact on total net assets or total return of the class.

Financial Highlights - Service Class 2R

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002 L

Selected Per-Share Data

Net asset value, beginning of period

$ 35.28

$ 33.18

$ 31.54

$ 30.65

$ 23.20

$ 31.05

Income from Investment Operations

Net investment income (loss) E

(.01)

.12

.04

.07 H, K

.01

(.01)

Net realized and unrealized gain (loss)

4.38

2.06

1.70

.88

7.51

(7.84)

Total from investment operations

4.37

2.18

1.74

.95

7.52

(7.85)

Distributions from net investment income

(.15)

(.08)

(.10)

(.06)

(.07)

-

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 39.50

$ 35.28

$ 33.18

$ 31.54

$ 30.65

$ 23.20

Total Return B, C, D

12.42%

6.58%

5.52%

3.10%

32.54%

(25.28)%

Ratios to Average Net Assets F, I

Expenses before reductions

.89% A

.93%

.92%

.93%

.92%

.96% A

Expenses net of fee waivers, if any

.89% A

.93%

.92%

.93%

.92%

.96% A

Expenses net of all reductions

.88% A

.92%

.88%

.90%

.90%

.90% A

Net investment income (loss)

(.08)% A

.36%

.12%

.22% K

.02%

(.03)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 9,797

$ 5,063

$ 5,409

$ 2,667

$ 1,369

$ 210

Portfolio turnover rate G

94% A

114%

79%

72%

61%

90%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.08 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K As a result in the change in the estimate of the return of capital components of dividend income realized in the year ended December 31, 2003, net investment income per share and the ratio of net investment income to average net assets for the year ended December 31, 2004 have been reduced by $.01 per share and .02%, respectively. The change in estimate has no impact on total net assets or total return of the class. L For the period April 24, 2002 (commencement of sale of shares) to December 31, 2002.

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

VIP Growth Portfolio

Financial Highlights - Investor Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 35.78

$ 33.67

$ 32.60

Income from Investment Operations

Net investment income (loss) E

.01

.17

.03

Net realized and unrealized gain (loss)

4.43

2.08

1.04

Total from investment operations

4.44

2.25

1.07

Distributions from net investment income

(.22)

(.14)

-

Redemption fees added to paid in capital E, J

-

-

-

Net asset value, end of period

$ 40.00

$ 35.78

$ 33.67

Total Return B, C, D

12.46%

6.72%

3.28%

Ratios to Average Net Assets F, I

Expenses before reductions

.76% A

.81%

.83% A

Expenses net of fee waivers, if any

.76% A

.81%

.83% A

Expenses net of all reductions

.75% A

.80%

.79% A

Net investment income (loss)

.05% A

.49%

.23% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 104,891

$ 76,965

$ 24,166

Portfolio turnover rate G

94% A

114%

79%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

VIP Growth Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the trust) 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, Service Class R shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

VIP Growth Portfolio

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), Independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. The Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, remains subject to examination by the Internal Revenue Service. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to foreign currency transactions, redemptions in kind, partnerships, deferred trustees compensation and losses deferred due to wash sales.

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

Unrealized appreciation

$ 1,503,128,067

Unrealized depreciation

(90,200,332)

Net unrealized appreciation (depreciation)

$ 1,412,927,735

Cost for federal income tax purposes

$ 6,099,619,636

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

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Operating Policies.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $3,325,923,489 and $4,024,973,905, respectively.

6. 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 .30% of the Fund's average net assets and a group fee rate that averaged .26% 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 .56% of the Fund's average net assets.

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

$ 422,808

Service Class 2

825,519

Service Class 2 R

7,474

$ 1,255,801

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class with the exception of Investor Class pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of their month end net assets. Investor Class pays a monthly asset-based transfer agent fee of .18% of its month end net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 1,837,763

Service Class

282,180

Service Class 2

224,547

Service Class 2R

1,915

Investor Class

81,832

$ 2,428,237

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $35,843 for the period.

VIP Growth Portfolio

6. Fees and Other Transactions with Affiliates - continued

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 affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 18,945,542

5.40%

$ 68,197

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $8,923 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

9. 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 $85,397 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 $313.

10. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 12% of the total outstanding shares of the Fund and two of otherwise unaffiliated shareholders were the owners of record of 34% of the total outstanding shares of the Fund.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30, 2007

Year ended
December 31, 2006

From net investment income

Initial Class

$ 36,131,213

$ 25,469,432

Service Class

4,577,495

2,969,186

Service Class 2

2,505,307

1,415,183

Service Class 2R

22,643

11,992

Investor Class

488,297

123,218

Total

$ 43,724,955

$ 29,989,011

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30,
2007

Year ended
December 31,
2006

Six months ended
June 30,
2007

Year ended
December 31,
2006

Initial Class

Shares sold

2,333,478

3,610,816

$ 87,862,291

$ 124,622,618

Reinvestment of distributions

987,192

750,646

36,131,213

25,469,432

Shares redeemed

(18,575,107)

(47,564,114)

(691,553,673)

(1,648,287,637)

Net increase (decrease)

(15,254,437)

(43,202,652)

$ (567,560,169)

$ (1,498,195,587)

Service Class

Shares sold

383,604

904,973

$ 14,113,882

$ 31,365,157

Reinvestment of distributions

125,445

87,794

4,577,495

2,969,186

Shares redeemed

(3,666,965)

(8,801,822)

(135,726,612)

(303,894,497)

Net increase (decrease)

(3,157,916)

(7,809,055)

$ (117,035,235)

$ (269,560,154)

Service Class 2

Shares sold

1,862,656

3,844,723

$ 68,999,025

$ 131,119,141

Reinvestment of distributions

69,150

42,144

2,505,307

1,415,183

Shares redeemed

(1,713,667)

(11,956,728)

(63,602,537)

(413,608,979)

Net increase (decrease)

218,139

(8,069,861)

$ 7,901,795

$ (281,074,655)

Service Class 2R

Shares sold

126,327

109,377

$ 4,863,653

$ 3,727,115

Reinvestment of distributions

628

358

22,643

11,992

Shares redeemed

(22,427)

(129,250)

(809,302)

(4,434,759)

Net increase (decrease)

104,528

(19,515)

$ 4,076,994

$ (695,652)

Investor Class

Shares sold

602,007

1,635,275

$ 22,432,556

$ 56,255,612

Reinvestment of distributions

13,371

3,637

488,297

123,218

Shares redeemed

(144,559)

(205,451)

(5,407,637)

(7,058,413)

Net increase (decrease)

470,819

1,433,461

$ 17,513,216

$ 49,320,417

VIP Growth Portfolio

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

Mellon Bank, N.A.
Pittsburgh, PA

VIPGRWT-SANN-0807
1.705692.109

Fidelity® Variable Insurance Products:
Growth Portfolio - Service Class 2R

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP Growth Portfolio

VIP Growth Portfolio

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2007 to June 30, 2007).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period*
January 1, 2007
to June 30, 2007

Initial Class

Actual

$ 1,000.00

$ 1,125.50

$ 3.37

Hypothetical A

$ 1,000.00

$ 1,021.62

$ 3.21

Service Class

Actual

$ 1,000.00

$ 1,125.00

$ 3.90

Hypothetical A

$ 1,000.00

$ 1,021.12

$ 3.71

Service Class 2

Actual

$ 1,000.00

$ 1,124.10

$ 4.69

Hypothetical A

$ 1,000.00

$ 1,020.38

$ 4.46

Service Class 2R

Actual

$ 1,000.00

$ 1,124.20

$ 4.69

Hypothetical A

$ 1,000.00

$ 1,020.38

$ 4.46

Investor Class

Actual

$ 1,000.00

$ 1,124.60

$ 4.00

Hypothetical A

$ 1,000.00

$ 1,021.03

$ 3.81

A 5% return per year before expenses

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

Annualized
Expense Ratio

Initial Class

.64%

Service Class

.74%

Service Class 2

.89%

Service Class 2R

.89%

Investor Class

.76%

Semiannual Report

VIP Growth Portfolio

Investment Changes

Top Ten Stocks as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

EMC Corp.

4.6

1.1

Biogen Idec, Inc.

4.0

2.8

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

4.0

2.6

Cisco Systems, Inc.

3.1

3.2

ABB Ltd. sponsored ADR

2.9

1.7

Research In Motion Ltd.

2.8

1.8

Commerce Bancorp, Inc.

2.5

1.6

Broadcom Corp. Class A

2.3

1.1

McDermott International, Inc.

2.3

0.5

Merck & Co., Inc.

2.2

1.1

30.7

Top Five Market Sectors as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

39.7

31.6

Health Care

16.4

20.8

Energy

10.2

5.8

Industrials

10.1

11.1

Financials

9.2

10.2

Asset Allocation (% of fund's net assets)

As of June 30, 2007 *

As of December 31, 2006 **

Stocks 99.8%

Stocks 99.9%

Short-Term Investments
and Net Other Assets 0.2%

Short-Term Investments
and Net Other Assets 0.1%

* Foreign investments

24.6%

** Foreign investments

13.2%

VIP Growth Portfolio

VIP Growth Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%

Shares

Value

CONSUMER DISCRETIONARY - 6.2%

Distributors - 0.2%

Li & Fung Ltd.

3,080,000

$ 11,088,347

Hotels, Restaurants & Leisure - 1.3%

McCormick & Schmick's Seafood Restaurants (a)

487,327

12,641,262

McDonald's Corp.

869,200

44,120,592

Starbucks Corp. (a)

1,348,454

35,383,433

92,145,287

Household Durables - 1.6%

Garmin Ltd. (d)

676,194

50,018,070

Tele Atlas NV (a)(d)

1,463,800

31,459,978

TomTom Group BV (a)(d)

750,935

38,548,844

120,026,892

Media - 2.0%

Focus Media Holding Ltd. ADR (a)(d)

842,082

42,525,141

Lamar Advertising Co. Class A

573,540

35,995,370

McGraw-Hill Companies, Inc.

557,854

37,978,700

National CineMedia, Inc.

1,054,175

29,527,442

146,026,653

Specialty Retail - 0.4%

Guess?, Inc.

180,200

8,656,808

PETsMART, Inc.

315,300

10,231,485

Zumiez, Inc. (a)

360,264

13,610,774

32,499,067

Textiles, Apparel & Luxury Goods - 0.7%

Polo Ralph Lauren Corp. Class A

371,732

36,470,627

Volcom, Inc. (a)

362,120

18,153,076

54,623,703

TOTAL CONSUMER DISCRETIONARY

456,409,949

CONSUMER STAPLES - 4.6%

Beverages - 0.5%

PepsiCo, Inc.

642,529

41,668,006

Food & Staples Retailing - 1.6%

CVS Caremark Corp.

1,856,285

67,661,588

Walgreen Co.

1,093,700

47,619,698

115,281,286

Food Products - 0.9%

Nestle SA sponsored ADR

347,200

33,209,680

Tyson Foods, Inc. Class A

1,546,500

35,631,360

68,841,040

Household Products - 1.3%

Colgate-Palmolive Co.

716,200

46,445,570

Procter & Gamble Co.

787,700

48,199,363

94,644,933

Shares

Value

Personal Products - 0.3%

Bare Escentuals, Inc.

433,647

$ 14,809,045

Physicians Formula Holdings, Inc.

372,988

5,865,236

20,674,281

TOTAL CONSUMER STAPLES

341,109,546

ENERGY - 10.2%

Energy Equipment & Services - 2.1%

Schlumberger Ltd. (NY Shares)

1,864,400

158,362,136

Oil, Gas & Consumable Fuels - 8.1%

Canadian Natural Resources Ltd.

420,300

27,926,622

Canadian Oil Sands Trust unit

1,734,200

53,625,485

Chesapeake Energy Corp. (d)

1,655,511

57,280,681

Denbury Resources, Inc. (a)

310,500

11,643,750

EOG Resources, Inc.

1,006,800

73,556,808

Gazprom OAO sponsored ADR

1,151,675

48,197,599

Petroplus Holdings AG

232,327

23,924,964

Ultra Petroleum Corp. (a)

1,096,726

60,583,144

Valero Energy Corp.

1,341,000

99,046,260

Western Oil Sands, Inc. Class A (a)

1,195,400

39,837,315

Williams Companies, Inc.

2,325,647

73,536,958

XTO Energy, Inc.

395,300

23,757,530

592,917,116

TOTAL ENERGY

751,279,252

FINANCIALS - 9.2%

Capital Markets - 3.3%

Charles Schwab Corp.

5,102,972

104,712,985

Northern Trust Corp.

561,079

36,043,715

State Street Corp.

1,162,400

79,508,160

T. Rowe Price Group, Inc.

350,300

18,177,067

238,441,927

Commercial Banks - 2.7%

Commerce Bancorp, Inc. (d)

4,965,954

183,690,638

East West Bancorp, Inc.

398,622

15,498,423

199,189,061

Consumer Finance - 1.0%

American Express Co.

1,227,000

75,067,860

Insurance - 2.2%

AFLAC, Inc.

693,120

35,626,368

American International Group, Inc.

1,273,866

89,208,836

Willis Group Holdings Ltd.

796,700

35,102,602

159,937,806

TOTAL FINANCIALS

672,636,654

HEALTH CARE - 16.4%

Biotechnology - 7.0%

Acorda Therapeutics, Inc. (a)(d)

1,272,583

21,710,266

Altus Pharmaceuticals, Inc. (a)

1,229,209

14,185,072

Amylin Pharmaceuticals, Inc. (a)(d)

647,003

26,630,643

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Biotechnology - continued

Biogen Idec, Inc. (a)

5,485,233

$ 293,459,966

CSL Ltd.

757,405

56,517,258

Genentech, Inc. (a)

460,900

34,871,694

Gilead Sciences, Inc. (a)

1,745,384

67,668,538

515,043,437

Health Care Equipment & Supplies - 3.3%

ArthroCare Corp. (a)

255,015

11,197,709

Becton, Dickinson & Co.

884,200

65,872,900

BioLase Technology, Inc. (a)(d)

380,511

2,309,702

C.R. Bard, Inc.

598,500

49,454,055

Cochlear Ltd.

355,296

18,377,668

DENTSPLY International, Inc.

931,714

35,647,378

Kyphon, Inc. (a)

366,930

17,667,680

Mindray Medical International Ltd. sponsored ADR

181,400

5,538,142

Sirona Dental Systems, Inc. (d)

883,476

33,421,897

239,487,131

Health Care Providers & Services - 1.8%

Brookdale Senior Living, Inc.

742,466

33,834,176

Henry Schein, Inc. (a)

1,005,175

53,706,500

Medco Health Solutions, Inc. (a)

437,700

34,136,223

VCA Antech, Inc. (a)

178,102

6,712,664

128,389,563

Health Care Technology - 0.1%

Cerner Corp. (a)

134,200

7,444,074

Life Sciences Tools & Services - 1.3%

Covance, Inc. (a)

903,200

61,923,392

Millipore Corp. (a)

46,600

3,499,194

Pharmaceutical Product Development, Inc.

603,787

23,106,928

Waters Corp. (a)

118,300

7,022,288

95,551,802

Pharmaceuticals - 2.9%

Allergan, Inc.

912,600

52,602,264

Merck & Co., Inc.

3,269,800

162,836,040

215,438,304

TOTAL HEALTH CARE

1,201,354,311

INDUSTRIALS - 10.1%

Air Freight & Logistics - 0.1%

C.H. Robinson Worldwide, Inc.

137,560

7,224,651

Commercial Services & Supplies - 1.3%

Corrections Corp. of America (a)

514,345

32,460,313

Equifax, Inc.

1,246,404

55,365,266

Kenexa Corp. (a)

304,942

11,499,363

99,324,942

Shares

Value

Construction & Engineering - 1.6%

Fluor Corp.

561,000

$ 62,478,570

Granite Construction, Inc.

225,200

14,453,336

Jacobs Engineering Group, Inc. (a)

676,200

38,888,262

115,820,168

Electrical Equipment - 4.7%

ABB Ltd. sponsored ADR

9,566,400

216,200,640

General Cable Corp.

1,282,200

97,126,650

Grupo Corporacion Tecnologica SA

117,020

4,276,121

Vestas Wind Systems AS (a)

464,100

30,722,802

348,326,213

Industrial Conglomerates - 2.3%

McDermott International, Inc. (a)

2,046,164

170,077,152

Machinery - 0.1%

IDEX Corp.

102,300

3,942,642

TOTAL INDUSTRIALS

744,715,768

INFORMATION TECHNOLOGY - 39.7%

Communications Equipment - 12.4%

Balda AG

1,090,688

15,661,815

Cisco Systems, Inc. (a)

8,231,300

229,241,705

Corning, Inc. (a)

4,535,200

115,874,360

Harris Corp.

659,700

35,986,635

Nice Systems Ltd. sponsored ADR

1,451,567

50,427,438

Nokia Corp. sponsored ADR

4,434,700

124,659,417

Polycom, Inc. (a)

1,226,621

41,214,466

QUALCOMM, Inc.

2,130,503

92,442,525

Research In Motion Ltd. (a)

1,033,900

206,769,663

912,278,024

Computers & Peripherals - 7.0%

Apple, Inc. (a)

622,934

76,022,865

Dell, Inc. (a)

1,307,011

37,315,164

Diebold, Inc.

142,343

7,430,305

EMC Corp. (a)

18,422,444

333,446,233

Network Appliance, Inc. (a)

328,901

9,603,909

SanDisk Corp. (a)

941,800

46,091,692

509,910,168

Electronic Equipment & Instruments - 0.8%

Amphenol Corp. Class A

1,566,764

55,855,137

Itron, Inc. (a)

53,661

4,182,338

60,037,475

Internet Software & Services - 5.7%

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

107,468

18,052,475

comScore, Inc.

7,500

173,625

eBay, Inc. (a)

1,505,141

48,435,437

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

559,300

292,726,434

Omniture, Inc.

683,506

15,665,958

VeriSign, Inc. (a)

1,469,700

46,633,581

421,687,510

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - 5.3%

Cognizant Technology Solutions Corp. Class A (a)

816,000

$ 61,273,440

ExlService Holdings, Inc.

802,829

15,045,015

Infosys Technologies Ltd.

1,164,339

55,424,261

Infosys Technologies Ltd. sponsored ADR

642,300

32,359,074

Mastercard, Inc. Class A

230,700

38,266,209

Paychex, Inc. (d)

815,514

31,902,908

The Western Union Co.

6,262,924

130,456,707

WNS Holdings Ltd. ADR

871,100

24,791,506

389,519,120

Semiconductors & Semiconductor Equipment - 4.3%

Applied Materials, Inc.

6,862,700

136,361,849

Broadcom Corp. Class A (a)

5,877,110

171,905,468

SiRF Technology Holdings, Inc. (a)(d)

327,905

6,800,750

315,068,067

Software - 4.2%

Activision, Inc. (a)

1,444,746

26,973,408

Cadence Design Systems, Inc. (a)

992,800

21,801,888

Electronic Arts, Inc. (a)

899,287

42,554,261

FalconStor Software, Inc. (a)(d)

357,352

3,770,064

Microsoft Corp.

2,893,470

85,270,561

Nintendo Co. Ltd.

168,100

61,659,078

Pros Holdings, Inc.

39,500

517,450

Red Hat, Inc. (a)

1,807,219

40,264,839

Salesforce.com, Inc. (a)

173,100

7,419,066

Sourcefire, Inc.

208,031

2,910,354

THQ, Inc. (a)

470,225

14,351,267

307,492,236

TOTAL INFORMATION TECHNOLOGY

2,915,992,600

MATERIALS - 2.2%

Chemicals - 1.8%

Monsanto Co.

1,213,400

81,953,036

The Mosaic Co. (a)

247,400

9,653,548

Zoltek Companies, Inc. (a)(d)

988,442

41,049,996

132,656,580

Metals & Mining - 0.4%

Arcelor Mittal

423,100

26,401,440

TOTAL MATERIALS

159,058,020

Shares

Value

TELECOMMUNICATION SERVICES - 1.2%

Diversified Telecommunication Services - 0.6%

AT&T, Inc.

1,010,715

$ 41,944,673

Wireless Telecommunication Services - 0.6%

America Movil SAB de CV Series L sponsored ADR

712,500

44,125,125

TOTAL TELECOMMUNICATION SERVICES

86,069,798

TOTAL COMMON STOCKS

(Cost $5,913,579,740)

7,328,625,898

Money Market Funds - 2.5%

Fidelity Cash Central Fund, 5.32% (b)

13,906,471

13,906,471

Fidelity Securities Lending Cash Central Fund, 5.4% (b)(c)

170,015,002

170,015,002

TOTAL MONEY MARKET FUNDS

(Cost $183,921,473)

183,921,473

TOTAL INVESTMENT PORTFOLIO - 102.3%

(Cost $6,097,501,213)

7,512,547,371

NET OTHER ASSETS - (2.3)%

(168,817,511)

NET ASSETS - 100%

$ 7,343,729,860

Legend

(a) Non-income producing

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

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

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 1,187,797

Fidelity Securities Lending Cash Central Fund

1,066,462

Total

$ 2,254,259

Other Information

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

United States of America

75.4%

Canada

5.2%

Switzerland

3.6%

Panama

2.3%

Netherlands Antilles

2.1%

Finland

1.7%

Netherlands

1.3%

India

1.3%

Australia

1.0%

Others (individually less than 1%)

6.1%

100.0%

Income Tax Information

At December 31, 2006, the fund had a capital loss carryforward of approximately $1,792,773,530 of which $1,748,065,676 and $44,707,854 will expire on December 31, 2010 and 2011, respectively.

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

VIP Growth Portfolio

VIP Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $169,299,474) -
See accompanying schedule:

Unaffiliated issuers (cost $5,913,579,740)

$ 7,328,625,898

Fidelity Central Funds
(cost $183,921,473)

183,921,473

Total Investments (cost $6,097,501,213)

$ 7,512,547,371

Foreign currency held at value
(cost $96)

97

Receivable for investments sold

95,363,672

Receivable for fund shares sold

1,309,306

Dividends receivable

3,688,383

Distributions receivable from Fidelity Central Funds

281,428

Prepaid expenses

16,548

Other receivables

266,083

Total assets

7,613,472,888

Liabilities

Payable for investments purchased

$ 88,407,776

Payable for fund shares redeemed

6,643,757

Accrued management fee

3,399,304

Distribution fees payable

218,977

Other affiliated payables

515,723

Other payables and accrued expenses

542,489

Collateral on securities loaned, at value

170,015,002

Total liabilities

269,743,028

Net Assets

$ 7,343,729,860

Net Assets consist of:

Paid in capital

$ 7,346,152,868

Undistributed net investment income

4,037,716

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

(1,421,510,737)

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

1,415,050,013

Net Assets

$ 7,343,729,860

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($5,662,103,236 ÷ 141,172,832 shares)

$ 40.11

Service Class:
Net Asset Value, offering price and redemption price per share ($855,381,166 ÷ 21,399,667 shares)

$ 39.97

Service Class 2:
Net Asset Value, offering price and redemption price per share ($711,557,695 ÷ 17,939,767 shares)

$ 39.66

Service Class 2R:
Net Asset Value, offering price and redemption price per share ($9,796,564 ÷ 248,040 shares)

$ 39.50

Investor Class:
Net Asset Value, offering price and redemption price per share ($104,891,199 ÷ 2,622,089 shares)

$ 40.00

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

Semiannual Report

VIP Growth Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Dividends

$ 26,442,382

Interest

27,844

Income from Fidelity Central Funds (including $1,066,462 from security lending)

2,254,259

Total income

28,724,485

Expenses

Management fee

$ 19,989,918

Transfer agent fees

2,428,237

Distribution fees

1,255,801

Accounting and security lending fees

597,094

Custodian fees and expenses

88,085

Independent trustees' compensation

11,170

Appreciation in deferred trustee compensation account

208

Audit

46,847

Legal

14,278

Interest

68,197

Miscellaneous

(366,950)

Total expenses before reductions

24,132,885

Expense reductions

(87,400)

24,045,485

Net investment income (loss)

4,679,000

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

374,518,770

Foreign currency transactions

75,738

Total net realized gain (loss)

374,594,508

Change in net unrealized appreciation (depreciation) on:

Investment securities

465,562,641

Assets and liabilities in foreign currencies

28,518

Total change in net unrealized appreciation (depreciation)

465,591,159

Net gain (loss)

840,185,667

Net increase (decrease) in net assets resulting from operations

$ 844,864,667

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 4,679,000

$ 44,825,931

Net realized gain (loss)

374,594,508

1,210,469,636

Change in net unrealized appreciation (depreciation)

465,591,159

(728,402,326)

Net increase (decrease) in net assets resulting from operations

844,864,667

526,893,241

Distributions to shareholders from net investment income

(43,724,955)

(29,989,011)

Share transactions - net increase (decrease)

(655,103,399)

(2,000,205,631)

Redemption fees

3,513

1,882

Total increase (decrease) in net assets

146,039,826

(1,503,299,519)

Net Assets

Beginning of period

7,197,690,034

8,700,989,553

End of period (including undistributed net investment income of $4,037,716 and undistributed net investment income
of $43,290,513, respectively)

$ 7,343,729,860

$ 7,197,690,034

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

VIP Growth Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 35.87

$ 33.70

$ 32.01

$ 31.04

$ 23.44

$ 33.61

Income from Investment Operations

Net investment income (loss) E

.03

.21

.11

.15 H, K

.07

.07

Net realized and unrealized gain (loss)

4.45

2.09

1.74

.90

7.60

(10.17)

Total from investment operations

4.48

2.30

1.85

1.05

7.67

(10.10)

Distributions from net investment income

(.24)

(.13)

(.16)

(.08)

(.07)

(.07)

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 40.11

$ 35.87

$ 33.70

$ 32.01

$ 31.04

$ 23.44

Total Return B, C, D

12.55%

6.85%

5.80%

3.38%

32.85%

(30.10)%

Ratios to Average Net Assets F, I

Expenses before reductions

.64% A

.68%

.67%

.68%

.67%

.67%

Expenses net of fee waivers, if any

.64% A

.68%

.67%

.68%

.67%

.67%

Expenses net of all reductions

.64% A

.67%

.63%

.65%

.64%

.61%

Net investment income (loss)

.17% A

.61%

.36%

.47% K

.28%

.25%

Supplemental Data

Net assets, end of period (000 omitted)

$ 5,662,103

$ 5,610,629

$ 6,726,655

$ 7,796,888

$ 8,594,509

$ 7,016,147

Portfolio turnover rate G

94% A

114%

79%

72%

61%

90%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period.F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.08 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K As a result in the change in the estimate of the return of capital components of dividend income realized in the year ended December 31, 2003, net investment income per share and the ratio of net investment income to average net assets for the year ended December 31, 2004 have been reduced by $.01 per share and .02%, respectively. The change in estimate has no impact on total net assets or total return of the class.

Financial Highlights - Service Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 35.72

$ 33.56

$ 31.88

$ 30.92

$ 23.34

$ 33.48

Income from Investment Operations

Net investment income (loss) E

.01

.18

.08

.11 H, K

.05

.04

Net realized and unrealized gain (loss)

4.44

2.07

1.72

.90

7.58

(10.14)

Total from investment operations

4.45

2.25

1.80

1.01

7.63

(10.10)

Distributions from net investment income

(.20)

(.09)

(.12)

(.05)

(.05)

(.04)

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 39.97

$ 35.72

$ 33.56

$ 31.88

$ 30.92

$ 23.34

Total Return B, C, D

12.50%

6.73%

5.67%

3.26%

32.78%

(30.20)%

Ratios to Average Net Assets F, I

Expenses before reductions

.74% A

.78%

.77%

.78%

.77%

.77%

Expenses net of fee waivers, if any

.74% A

.78%

.77%

.78%

.77%

.77%

Expenses net of all reductions

.74% A

.77%

.73%

.75%

.74%

.71%

Net investment income (loss)

.07% A

.51%

.26%

.37% K

.18%

.15%

Supplemental Data

Net assets, end of period (000 omitted)

$ 855,381

$ 877,279

$ 1,086,172

$ 1,326,262

$ 1,401,298

$ 1,058,738

Portfolio turnover rate G

94% A

114%

79%

72%

61%

90%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.08 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K As a result in the change in the estimate of the return of capital components of dividend income realized in the year ended December 31, 2003, net investment income per share and the ratio of net investment income to average net assets for the year ended December 31, 2004 have been reduced by $.01 per share and .02%, respectively. The change in estimate has no impact on total net assets or total return of the class.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 35.42

$ 33.29

$ 31.64

$ 30.72

$ 23.21

$ 33.34

Income from Investment Operations

Net investment income (loss) E

(.02)

.12

.03

.07 H, K

.01

- J

Net realized and unrealized gain (loss)

4.40

2.07

1.71

.89

7.53

(10.09)

Total from investment operations

4.38

2.19

1.74

.96

7.54

(10.09)

Distributions from net investment income

(.14)

(.06)

(.09)

(.04)

(.03)

(.04)

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 39.66

$ 35.42

$ 33.29

$ 31.64

$ 30.72

$ 23.21

Total Return B, C, D

12.41%

6.57%

5.50%

3.12%

32.54%

(30.30)%

Ratios to Average Net Assets F, I

Expenses before reductions

.89% A

.94%

.92%

.93%

.92%

.93%

Expenses net of fee waivers, if any

.89% A

.94%

.92%

.93%

.92%

.93%

Expenses net of all reductions

.89% A

.92%

.88%

.90%

.89%

.87%

Net investment income (loss)

(.08)% A

.36%

.11%

.22% K

.02%

(.01)%

Supplemental Data

Net assets, end of period (000 omitted)

$ 711,558

$ 627,754

$ 858,587

$ 811,126

$ 609,798

$ 238,543

Portfolio turnover rate G

94% A

114%

79%

72%

61%

90%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.08 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K As a result in the change in the estimate of the return of capital components of dividend income realized in the year ended December 31, 2003, net investment income per share and the ratio of net investment income to average net assets for the year ended December 31, 2004 have been reduced by $.01 per share and .02%, respectively. The change in estimate has no impact on total net assets or total return of the class.

Financial Highlights - Service Class 2R

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002 L

Selected Per-Share Data

Net asset value, beginning of period

$ 35.28

$ 33.18

$ 31.54

$ 30.65

$ 23.20

$ 31.05

Income from Investment Operations

Net investment income (loss) E

(.01)

.12

.04

.07 H, K

.01

(.01)

Net realized and unrealized gain (loss)

4.38

2.06

1.70

.88

7.51

(7.84)

Total from investment operations

4.37

2.18

1.74

.95

7.52

(7.85)

Distributions from net investment income

(.15)

(.08)

(.10)

(.06)

(.07)

-

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 39.50

$ 35.28

$ 33.18

$ 31.54

$ 30.65

$ 23.20

Total Return B, C, D

12.42%

6.58%

5.52%

3.10%

32.54%

(25.28)%

Ratios to Average Net Assets F, I

Expenses before reductions

.89% A

.93%

.92%

.93%

.92%

.96% A

Expenses net of fee waivers, if any

.89% A

.93%

.92%

.93%

.92%

.96% A

Expenses net of all reductions

.88% A

.92%

.88%

.90%

.90%

.90% A

Net investment income (loss)

(.08)% A

.36%

.12%

.22% K

.02%

(.03)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 9,797

$ 5,063

$ 5,409

$ 2,667

$ 1,369

$ 210

Portfolio turnover rate G

94% A

114%

79%

72%

61%

90%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.08 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share. K As a result in the change in the estimate of the return of capital components of dividend income realized in the year ended December 31, 2003, net investment income per share and the ratio of net investment income to average net assets for the year ended December 31, 2004 have been reduced by $.01 per share and .02%, respectively. The change in estimate has no impact on total net assets or total return of the class. L For the period April 24, 2002 (commencement of sale of shares) to December 31, 2002.

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

VIP Growth Portfolio

Financial Highlights - Investor Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 35.78

$ 33.67

$ 32.60

Income from Investment Operations

Net investment income (loss) E

.01

.17

.03

Net realized and unrealized gain (loss)

4.43

2.08

1.04

Total from investment operations

4.44

2.25

1.07

Distributions from net investment income

(.22)

(.14)

-

Redemption fees added to paid in capital E, J

-

-

-

Net asset value, end of period

$ 40.00

$ 35.78

$ 33.67

Total Return B, C, D

12.46%

6.72%

3.28%

Ratios to Average Net Assets F, I

Expenses before reductions

.76% A

.81%

.83% A

Expenses net of fee waivers, if any

.76% A

.81%

.83% A

Expenses net of all reductions

.75% A

.80%

.79% A

Net investment income (loss)

.05% A

.49%

.23% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 104,891

$ 76,965

$ 24,166

Portfolio turnover rate G

94% A

114%

79%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

VIP Growth Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the trust) 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, Service Class R shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

VIP Growth Portfolio

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), Independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. The Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, remains subject to examination by the Internal Revenue Service. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to foreign currency transactions, redemptions in kind, partnerships, deferred trustees compensation and losses deferred due to wash sales.

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

Unrealized appreciation

$ 1,503,128,067

Unrealized depreciation

(90,200,332)

Net unrealized appreciation (depreciation)

$ 1,412,927,735

Cost for federal income tax purposes

$ 6,099,619,636

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

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Operating Policies.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $3,325,923,489 and $4,024,973,905, respectively.

6. 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 .30% of the Fund's average net assets and a group fee rate that averaged .26% 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 .56% of the Fund's average net assets.

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

$ 422,808

Service Class 2

825,519

Service Class 2 R

7,474

$ 1,255,801

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class with the exception of Investor Class pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of their month end net assets. Investor Class pays a monthly asset-based transfer agent fee of .18% of its month end net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 1,837,763

Service Class

282,180

Service Class 2

224,547

Service Class 2R

1,915

Investor Class

81,832

$ 2,428,237

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $35,843 for the period.

VIP Growth Portfolio

6. Fees and Other Transactions with Affiliates - continued

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 affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 18,945,542

5.40%

$ 68,197

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $8,923 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

9. 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 $85,397 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 $313.

10. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 12% of the total outstanding shares of the Fund and two of otherwise unaffiliated shareholders were the owners of record of 34% of the total outstanding shares of the Fund.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30, 2007

Year ended
December 31, 2006

From net investment income

Initial Class

$ 36,131,213

$ 25,469,432

Service Class

4,577,495

2,969,186

Service Class 2

2,505,307

1,415,183

Service Class 2R

22,643

11,992

Investor Class

488,297

123,218

Total

$ 43,724,955

$ 29,989,011

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30,
2007

Year ended
December 31,
2006

Six months ended
June 30,
2007

Year ended
December 31,
2006

Initial Class

Shares sold

2,333,478

3,610,816

$ 87,862,291

$ 124,622,618

Reinvestment of distributions

987,192

750,646

36,131,213

25,469,432

Shares redeemed

(18,575,107)

(47,564,114)

(691,553,673)

(1,648,287,637)

Net increase (decrease)

(15,254,437)

(43,202,652)

$ (567,560,169)

$ (1,498,195,587)

Service Class

Shares sold

383,604

904,973

$ 14,113,882

$ 31,365,157

Reinvestment of distributions

125,445

87,794

4,577,495

2,969,186

Shares redeemed

(3,666,965)

(8,801,822)

(135,726,612)

(303,894,497)

Net increase (decrease)

(3,157,916)

(7,809,055)

$ (117,035,235)

$ (269,560,154)

Service Class 2

Shares sold

1,862,656

3,844,723

$ 68,999,025

$ 131,119,141

Reinvestment of distributions

69,150

42,144

2,505,307

1,415,183

Shares redeemed

(1,713,667)

(11,956,728)

(63,602,537)

(413,608,979)

Net increase (decrease)

218,139

(8,069,861)

$ 7,901,795

$ (281,074,655)

Service Class 2R

Shares sold

126,327

109,377

$ 4,863,653

$ 3,727,115

Reinvestment of distributions

628

358

22,643

11,992

Shares redeemed

(22,427)

(129,250)

(809,302)

(4,434,759)

Net increase (decrease)

104,528

(19,515)

$ 4,076,994

$ (695,652)

Investor Class

Shares sold

602,007

1,635,275

$ 22,432,556

$ 56,255,612

Reinvestment of distributions

13,371

3,637

488,297

123,218

Shares redeemed

(144,559)

(205,451)

(5,407,637)

(7,058,413)

Net increase (decrease)

470,819

1,433,461

$ 17,513,216

$ 49,320,417

VIP Growth Portfolio

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

Mellon Bank, N.A.
Pittsburgh, PA

VIPGRWTR-SANN-0807
1.833448.101

Fidelity® Variable Insurance Products:

High Income Portfolio

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP High Income Portfolio

VIP High Income Portfolio

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2007 to June 30, 2007).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period*
January 1, 2007
to June 30, 2007

Initial Class

Actual

$ 1,000.00

$ 1,029.90

$ 3.42

HypotheticalA

$ 1,000.00

$ 1,021.42

$ 3.41

Service Class

Actual

$ 1,000.00

$ 1,030.10

$ 3.93

HypotheticalA

$ 1,000.00

$ 1,020.93

$ 3.91

Service Class 2

Actual

$ 1,000.00

$ 1,028.80

$ 4.68

HypotheticalA

$ 1,000.00

$ 1,020.18

$ 4.66

Initial Class R

Actual

$ 1,000.00

$ 1,030.00

$ 3.42

HypotheticalA

$ 1,000.00

$ 1,021.42

$ 3.41

Service Class R

Actual

$ 1,000.00

$ 1,028.50

$ 3.97

HypotheticalA

$ 1,000.00

$ 1,020.88

$ 3.96

Service Class 2R

Actual

$ 1,000.00

$ 1,028.80

$ 4.83

HypotheticalA

$ 1,000.00

$ 1,020.03

$ 4.81

Investor Class

Actual

$ 1,000.00

$ 1,030.00

$ 3.77

HypotheticalA

$ 1,000.00

$ 1,021.08

$ 3.76

A 5% return per year before expenses

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

Semiannual Report

VIP High Income Portfolio
Shareholder Expense Example - continued

Annualized
Expense Ratio

Initial Class

.68%

Service Class

.78%

Service Class 2

.93%

Initial Class R

.68%

Service Class R

.79%

Service Class 2R

.96%

Investor Class

.75%

VIP High Income Portfolio

VIP High Income Portfolio

Investment Changes

Top Five Holdings as of June 30, 2007

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Ford Motor Credit Co. LLC

2.2

2.4

Level 3 Financing, Inc.

2.2

1.4

MGM Mirage, Inc.

2.1

1.9

Ship Finance International Ltd.

2.0

1.8

General Motors Acceptance Corp.

1.8

1.9

10.3

Top Five Market Sectors as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

11.3

8.3

Telecommunications

8.9

8.3

Gaming

6.9

6.3

Automotive

6.8

6.6

Healthcare

6.7

5.5

Quality Diversification (% of fund's net assets)

As of June 30, 2007

As of December 31, 2006

AAA,AA,A 0.0%

AAA,AA,A 0.4%

BBB 1.4%

BBB 0.7%

BB 35.4%

BB 33.9%

B 42.9%

B 45.1%

CCC,CC,C 11.8%

CCC,CC,C 11.7%

Not Rated 4.2%

Not Rated 3.1%

Equities 1.4%

Equities 0.1%

Short-Term
Investments and
Net Other Assets 2.9%

Short-Term
Investments and
Net Other Assets 5.0%

We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings. Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation (% of fund's net assets)

As of June 30, 2007 *

As of December 31, 2006 **

Nonconvertible
Bonds 84.8%

Nonconvertible
Bonds 87.0%

Convertible Bonds, Preferred Stocks 1.2%

Convertible Bonds, Preferred Stocks 0.0%

Common
Stocks 0.4%

Common
Stocks 0.1%

Floating Rate
Loans 10.7%

Floating Rate
Loans 7.9%

Short-Term
Investments and
Net Other Assets 2.9%

Short-Term
Investments and
Net Other Assets 5.0%

* Foreign
investments

14.3%

** Foreign
investments

16.1%

Semiannual Report

VIP High Income Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 85.2%

Principal Amount

Value

Convertible Bonds - 0.4%

Energy - 0.4%

Chesapeake Energy Corp. 2.75% 11/15/35

$ 4,900,000

$ 5,308,170

Nonconvertible Bonds - 84.8%

Aerospace - 0.9%

Bombardier, Inc.:

6.75% 5/1/12 (c)

10,000

9,850

7.45% 5/1/34 (c)

4,100,000

3,956,500

8% 11/15/14 (c)

2,085,000

2,147,550

L-3 Communications Corp. 7.625% 6/15/12

4,705,000

4,787,338

10,901,238

Air Transportation - 2.3%

American Airlines, Inc. pass thru trust certificates:

6.817% 5/23/11

7,425,000

7,397,156

8.608% 10/1/12

535,000

556,400

AMR Corp. 9% 8/1/12

1,980,000

2,014,650

Continental Airlines, Inc. 7.339% 4/19/14

1,100,000

1,086,250

Continental Airlines, Inc.:

6.903% 4/19/22

660,000

645,150

7.875% 7/2/18

1,137,361

1,151,578

9.558% 9/1/19

1,648,689

1,805,315

Continental Airlines, Inc. pass thru trust certificates:

7.566% 9/15/21

642,831

647,652

7.73% 9/15/12

324,255

324,255

8.312% 10/2/12

306,540

308,839

8.388% 5/1/22

585,291

604,313

9.798% 4/1/21

8,221,030

8,960,922

United AirLines, Inc. pass-thru certificates
(Class B) 7.336% 7/2/19

3,300,000

3,267,000

28,769,480

Automotive - 5.2%

ArvinMeritor, Inc. 8.125% 9/15/15

1,460,000

1,401,600

Ford Motor Co. 9.98% 2/15/47

1,450,000

1,305,000

Ford Motor Credit Co. LLC:

7% 10/1/13

5,790,000

5,370,225

7.25% 10/25/11

3,520,000

3,387,761

7.8% 6/1/12

3,000,000

2,913,750

8% 12/15/16

4,380,000

4,182,900

8.105% 1/13/12 (d)

5,590,000

5,548,075

10.61% 6/15/11 (d)

6,664,000

7,163,800

General Motors Acceptance Corp.:

6.75% 12/1/14

6,145,000

5,868,475

6.875% 9/15/11

4,690,000

4,584,475

8% 11/1/31

10,945,000

11,163,900

General Motors Corp. 8.375% 7/15/33

1,990,000

1,805,925

Principal Amount

Value

GMAC LLC:

6% 12/15/11

$ 2,740,000

$ 2,603,000

6.625% 5/15/12

9,430,000

9,099,950

66,398,836

Broadcasting - 0.4%

Nexstar Broadcasting, Inc. 7% 1/15/14

3,015,000

2,984,850

Nexstar Finance Holdings LLC/Nexstar Finance Holdings, Inc. 0% 4/1/13 (b)

1,850,000

1,817,625

4,802,475

Building Materials - 0.3%

Anixter International, Inc. 5.95% 3/1/15

2,310,000

2,130,975

Belden CDT, Inc. 7% 3/15/17 (c)

2,170,000

2,137,450

4,268,425

Cable TV - 3.2%

Charter Communications Holdings I LLC:

9.92% 4/1/14

5,500,000

5,005,000

10% 5/15/14

3,625,000

3,344,063

11.125% 1/15/14

2,970,000

2,940,300

12.125% 1/15/15

2,915,000

2,907,713

Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp. 10.25% 9/15/10

1,735,000

1,808,738

EchoStar Communications Corp.:

6.625% 10/1/14

1,370,000

1,315,200

7% 10/1/13

5,940,000

5,850,900

7.125% 2/1/16

1,785,000

1,749,300

Kabel Deutschland GmbH 10.625% 7/1/14

4,350,000

4,763,250

NTL Cable PLC:

8.75% 4/15/14

2,175,000

2,245,688

9.125% 8/15/16

1,380,000

1,449,000

Umbrella Acquisition, Inc. 9.75% 3/15/15 pay-in-kind (c)

7,285,000

7,212,150

40,591,302

Capital Goods - 0.6%

Leucadia National Corp. 7% 8/15/13

3,520,000

3,467,200

Sensus Metering Systems, Inc. 8.625% 12/15/13

4,325,000

4,433,125

7,900,325

Chemicals - 3.5%

Chemtura Corp. 6.875% 6/1/16

2,640,000

2,491,632

Equistar Chemicals LP 7.55% 2/15/26

1,750,000

1,610,000

Equistar Chemicals LP/Equistar Funding Corp.:

8.75% 2/15/09

1,740,000

1,800,900

10.125% 9/1/08

1,040,000

1,079,000

Corporate Bonds - continued

Principal Amount

Value

Nonconvertible Bonds - continued

Chemicals - continued

Lyondell Chemical Co.:

6.875% 6/15/17

$ 7,590,000

$ 7,381,275

8% 9/15/14

3,110,000

3,187,750

8.25% 9/15/16

3,110,000

3,222,738

Momentive Performance Materials, Inc. 9.75% 12/1/14 (c)

8,720,000

8,741,800

Nalco Co. 7.75% 11/15/11

3,005,000

3,065,100

Nell AF Sarl 8.375% 8/15/15 (c)

765,000

728,663

NOVA Chemicals Corp. 8.4838% 11/15/13 (d)

2,425,000

2,449,250

Phibro Animal Health Corp.:

10% 8/1/13 (c)

2,440,000

2,549,800

13% 8/1/14 (c)

3,010,000

3,175,550

Tronox Worldwide LLC/Tronox Worldwide Finance Corp. 9.5% 12/1/12

2,740,000

2,849,600

44,333,058

Consumer Products - 0.2%

Jostens Holding Corp. 0% 12/1/13 (b)

3,050,000

2,790,750

Containers - 0.7%

BWAY Corp. 10% 10/15/10

4,985,000

5,165,706

Greif, Inc. 6.75% 2/1/17

4,130,000

4,006,100

9,171,806

Diversified Financial Services - 1.2%

E*TRADE Financial Corp.:

7.375% 9/15/13

1,490,000

1,534,700

7.875% 12/1/15

2,380,000

2,475,200

Leucadia National Corp. 7.125% 3/15/17 (c)

8,230,000

7,983,100

NSG Holdings II, LLC 7.75% 12/15/25 (c)

3,710,000

3,821,300

15,814,300

Diversified Media - 1.7%

LBI Media Holdings, Inc. 0% 10/15/13 (b)

6,440,000

5,892,600

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

2,245,000

2,360,169

Liberty Media Corp. 8.25% 2/1/30

670,000

649,777

Nielsen Finance LLC/Co.:

0% 8/1/16 (b)(c)

3,435,000

2,421,675

10% 8/1/14 (c)

3,570,000

3,784,200

Quebecor Media, Inc. 7.75% 3/15/16

5,920,000

6,008,800

21,117,221

Electric Utilities - 2.1%

AES Gener SA 7.5% 3/25/14

4,615,000

4,799,600

Aquila, Inc. 14.875% 7/1/12

2,555,000

3,232,075

NRG Energy, Inc. 7.375% 2/1/16

1,725,000

1,729,313

Principal Amount

Value

Reliant Energy, Inc.:

7.625% 6/15/14

$ 3,860,000

$ 3,763,500

7.875% 6/15/17

2,930,000

2,856,750

Tenaska Alabama Partners LP 7% 6/30/21 (c)

2,615,986

2,668,306

Utilicorp Canada Finance Corp. 7.75% 6/15/11

6,740,000

7,144,400

Utilicorp United, Inc. 9.95% 2/1/11 (d)

55,000

58,850

26,252,794

Energy - 9.3%

Atlas Pipeline Partners LP 8.125% 12/15/15

4,080,000

4,105,500

Chaparral Energy, Inc.:

8.5% 12/1/15

4,800,000

4,692,000

8.875% 2/1/17 (c)

1,760,000

1,738,000

Chesapeake Energy Corp.:

6.5% 8/15/17

7,185,000

6,807,788

6.625% 1/15/16

2,045,000

1,973,425

7.5% 6/15/14

2,095,000

2,136,900

7.75% 1/15/15

4,390,000

4,477,800

Complete Production Services, Inc. 8% 12/15/16 (c)

4,070,000

4,110,700

Energy Partners Ltd.:

9.75% 4/15/14 (c)

2,600,000

2,583,750

10.48% 4/15/13 (c)(d)

2,870,000

2,891,525

Forest Oil Corp.:

7.25% 6/15/19 (c)

4,990,000

4,827,825

7.75% 5/1/14

1,430,000

1,444,300

8% 12/15/11

1,440,000

1,476,000

Hanover Compressor Co.:

8.625% 12/15/10

2,560,000

2,639,872

9% 6/1/14

1,785,000

1,887,638

Hanover Equipment Trust 8.75% 9/1/11

775,000

800,188

Hilcorp Energy I LP/Hilcorp Finance Co.:

7.75% 11/1/15 (c)

5,890,000

5,713,300

9% 6/1/16 (c)

3,910,000

4,046,850

OPTI Canada, Inc. 8.25% 12/15/14 (c)

4,175,000

4,248,063

Pan American Energy LLC 7.75% 2/9/12 (c)

3,630,000

3,648,150

Parker Drilling Co.:

9.625% 10/1/13

2,960,000

3,167,200

10.11% 9/1/10 (d)

4,878,000

4,932,878

Petrohawk Energy Corp. 9.125% 7/15/13

8,045,000

8,507,588

Pioneer Natural Resources Co. 6.65% 3/15/17

2,255,000

2,119,700

Plains Exploration & Production Co. 7% 3/15/17

4,030,000

3,838,575

Range Resources Corp.:

6.375% 3/15/15 (Reg. S)

885,000

838,538

7.375% 7/15/13

10,075,000

10,150,563

Corporate Bonds - continued

Principal Amount

Value

Nonconvertible Bonds - continued

Energy - continued

Range Resources Corp.: - continued

7.5% 5/15/16

$ 1,910,000

$ 1,933,875

Seitel, Inc. 9.75% 2/15/14 (c)

4,330,000

4,265,050

Tesoro Corp. 6.5% 6/1/17 (c)

5,690,000

5,590,425

W&T Offshore, Inc. 8.25% 6/15/14 (c)

4,490,000

4,422,650

Williams Partners LP/Williams Partners Finance Corp. 7.25% 2/1/17

2,760,000

2,787,600

118,804,216

Entertainment/Film - 0.2%

AMC Entertainment, Inc. 8% 3/1/14

2,025,000

1,989,563

Environmental - 0.7%

Allied Waste North America, Inc.:

6.875% 6/1/17

4,655,000

4,492,075

7.125% 5/15/16

3,180,000

3,112,425

Browning-Ferris Industries, Inc.:

6.375% 1/15/08

855,000

855,000

7.4% 9/15/35

585,000

532,350

8,991,850

Food and Drug Retail - 1.4%

Albertsons, Inc.:

7.45% 8/1/29

2,280,000

2,223,750

7.75% 6/15/26

2,565,000

2,603,475

8% 5/1/31

1,685,000

1,722,220

Rite Aid Corp. 7.5% 3/1/17

8,710,000

8,383,375

SUPERVALU, Inc. 7.5% 11/15/14

2,375,000

2,434,375

17,367,195

Food/Beverage/Tobacco - 1.1%

Dean Foods Co. 6.9% 10/15/17

1,445,000

1,365,525

National Beef Packing Co. LLC/National Beef Finance Corp. 10.5% 8/1/11

3,690,000

3,800,700

Pierre Foods, Inc. 9.875% 7/15/12

3,195,000

3,234,938

Smithfield Foods, Inc. 7.75% 7/1/17

2,160,000

2,143,800

Swift & Co.:

10.125% 10/1/09

3,215,000

3,311,450

12.5% 1/1/10

760,000

794,200

14,650,613

Gaming - 6.9%

Chukchansi Economic Development Authority:

8% 11/15/13 (c)

3,210,000

3,258,150

8.8588% 11/15/12 (c)(d)

1,010,000

1,025,150

Mandalay Resort Group 9.375% 2/15/10

4,655,000

4,940,119

Principal Amount

Value

MGM Mirage, Inc.:

6.625% 7/15/15

$ 785,000

$ 720,238

6.75% 9/1/12

9,015,000

8,733,281

6.75% 4/1/13

4,390,000

4,208,913

6.875% 4/1/16

4,365,000

4,070,363

7.625% 1/15/17

9,460,000

8,998,825

Mohegan Tribal Gaming Authority:

6.375% 7/15/09

4,740,000

4,692,600

7.125% 8/15/14

2,010,000

1,989,900

8% 4/1/12

970,000

1,002,738

Park Place Entertainment Corp. 7% 4/15/13

5,705,000

5,961,725

Scientific Games Corp. 6.25% 12/15/12

3,275,000

3,135,813

Seminole Hard Rock Entertainment, Inc. 7.86% 3/15/14 (c)(d)

1,520,000

1,535,200

Seneca Gaming Corp.:

Series B, 7.25% 5/1/12

4,600,000

4,623,000

7.25% 5/1/12

6,020,000

6,050,100

Snoqualmie Entertainment Authority:

9.125% 2/1/15 (c)

1,930,000

1,990,313

9.1488% 2/1/14 (c)(d)

2,450,000

2,462,250

Station Casinos, Inc. 6.875% 3/1/16

3,795,000

3,339,600

Virgin River Casino Corp./RBG LLC/B&BB, Inc.:

0% 1/15/13 (b)

2,100,000

1,606,500

9% 1/15/12

3,610,000

3,718,300

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

5,900,000

5,973,750

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 6.625% 12/1/14

3,550,000

3,425,750

87,462,578

Healthcare - 6.0%

FMC Finance III SA 6.875% 7/15/17 (c)

5,460,000

5,357,625

HCA, Inc.:

6.5% 2/15/16

2,670,000

2,256,150

9.125% 11/15/14 (c)

3,045,000

3,204,863

9.25% 11/15/16 (c)

4,155,000

4,425,075

9.625% 11/15/16 pay-in-kind (c)

3,860,000

4,154,325

HealthSouth Corp. 10.75% 6/15/16

3,710,000

4,006,800

IASIS Healthcare LLC/IASIS Capital Corp. 8.75% 6/15/14

2,815,000

2,800,925

Multiplan, Inc. 10.375% 4/15/16 (c)

2,485,000

2,596,825

Omega Healthcare Investors, Inc.:

7% 4/1/14

9,970,000

9,895,225

7% 1/15/16

2,480,000

2,461,400

Rural/Metro Corp. 9.875% 3/15/15

1,670,000

1,720,100

Corporate Bonds - continued

Principal Amount

Value

Nonconvertible Bonds - continued

Healthcare - continued

Senior Housing Properties Trust 8.625% 1/15/12

$ 4,460,000

$ 4,749,900

Service Corp. International:

6.75% 4/1/15 (c)

3,300,000

3,176,250

7.5% 4/1/27 (c)

4,020,000

3,819,000

Team Finance LLC/Health Finance Corp. 11.25% 12/1/13

4,310,000

4,665,575

United Surgical Partners International, Inc.:

8.875% 5/1/17 (c)

1,540,000

1,532,300

9.25% 5/1/17 pay-in-kind (c)

1,980,000

1,970,100

US Oncology Holdings, Inc. 9.7969% 3/15/12 pay-in-kind (c)(d)

4,440,000

4,329,000

Ventas Realty LP:

6.5% 6/1/16

2,735,000

2,666,625

6.625% 10/15/14

2,320,000

2,288,100

6.75% 4/1/17

1,215,000

1,199,813

Viant Holdings, Inc. 10.125% 7/15/17 (c)

3,679,000

3,697,395

76,973,371

Homebuilding/Real Estate - 2.3%

American Real Estate Partners/American Real Estate Finance Corp.:

7.125% 2/15/13

2,765,000

2,647,488

7.125% 2/15/13 (c)

6,345,000

6,122,925

8.125% 6/1/12

7,950,000

7,910,250

K. Hovnanian Enterprises, Inc.:

6.25% 1/15/15

1,155,000

999,075

8.875% 4/1/12

1,570,000

1,460,100

KB Home 7.75% 2/1/10

4,345,000

4,345,000

Realogy Corp.:

10.5% 4/15/14 (c)

580,000

553,900

12.375% 4/15/15 (c)

580,000

530,004

TOUSA, Inc.:

7.5% 3/15/11

1,230,000

805,650

7.5% 1/15/15

5,060,000

3,111,900

10.375% 7/1/12

1,295,000

958,300

29,444,592

Hotels - 0.7%

Grupo Posadas SA de CV 8.75% 10/4/11 (c)

3,875,000

4,030,000

Host Marriott LP 7.125% 11/1/13

5,390,000

5,390,000

9,420,000

Insurance - 0.5%

UnumProvident Corp. 7.375% 6/15/32

580,000

606,647

Principal Amount

Value

USI Holdings Corp.:

9.23% 11/15/14 (c)(d)

$ 4,305,000

$ 4,218,900

9.75% 5/15/15 (c)

1,310,000

1,290,350

6,115,897

Leisure - 2.2%

NCL Corp. Ltd. 10.625% 7/15/14

4,740,000

4,526,700

Royal Caribbean Cruises Ltd. yankee:

7% 6/15/13

4,720,000

4,740,150

7.25% 6/15/16

1,540,000

1,524,076

7.5% 10/15/27

1,980,000

1,861,200

Six Flags, Inc.:

9.625% 6/1/14

2,200,000

2,035,000

9.75% 4/15/13

2,085,000

1,959,900

Town Sports International Holdings, Inc. 0% 2/1/14 (b)

1,052,000

967,840

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

5,125,000

5,432,500

Universal City Florida Holding Co. I/II:

8.375% 5/1/10

575,000

582,188

10.1063% 5/1/10 (d)

4,340,000

4,448,500

28,078,054

Metals/Mining - 5.0%

Arch Western Finance LLC 6.75% 7/1/13

6,050,000

5,823,125

Compass Minerals International, Inc.:

0% 12/15/12 (b)

4,520,000

4,655,600

0% 6/1/13 (b)

8,615,000

8,571,925

Drummond Co., Inc. 7.375% 2/15/16 (c)

7,370,000

6,927,800

FMG Finance Property Ltd.:

9.36% 9/1/11 (c)(d)

2,590,000

2,735,688

10% 9/1/13 (c)

1,505,000

1,657,381

10.625% 9/1/16 (c)

325,000

382,281

Freeport-McMoRan Copper & Gold, Inc.:

8.25% 4/1/15

1,415,000

1,489,288

8.375% 4/1/17

1,485,000

1,581,525

Massey Energy Co. 6.875% 12/15/13

7,890,000

7,179,900

Noranda Aluminium Acquisition Corp. 9.36% 5/15/15 pay-in-kind (c)(d)

3,040,000

3,005,800

Peabody Energy Corp.:

7.375% 11/1/16

2,675,000

2,735,188

7.875% 11/1/26

1,715,000

1,783,600

PNA Group, Inc. 10.75% 9/1/16 (c)

4,345,000

4,736,050

Corporate Bonds - continued

Principal Amount

Value

Nonconvertible Bonds - continued

Metals/Mining - continued

PNA Intermediate Holding Corp. 12.36% 2/15/13 pay-in-kind (c)(d)

$ 1,420,000

$ 1,434,200

Vedanta Resources PLC 6.625% 2/22/10 (c)

8,875,000

8,864,350

63,563,701

Paper - 1.9%

Catalyst Paper Corp. 8.625% 6/15/11

1,710,000

1,650,150

Georgia-Pacific Corp.:

7% 1/15/15 (c)

8,720,000

8,414,800

8% 1/15/24

1,065,000

1,027,725

8.875% 5/15/31

2,325,000

2,325,000

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

2,815,000

2,730,550

Smurfit-Stone Container Enterprises, Inc. 8% 3/15/17

4,260,000

4,110,900

Stone Container Finance Co. 7.375% 7/15/14

3,740,000

3,590,400

23,849,525

Publishing/Printing - 1.1%

Scholastic Corp. 5% 4/15/13

2,755,000

2,431,288

The Reader's Digest Association, Inc. 9% 2/15/17 (c)

3,305,000

3,090,175

TL Acquisitions, Inc.:

0% 7/15/15 (b)(c)

1,880,000

1,412,350

10.5% 1/15/15 (c)

2,900,000

2,813,000

Valassis Communications, Inc. 8.25% 3/1/15 (c)

4,250,000

4,080,000

13,826,813

Railroad - 0.4%

Kansas City Southern Railway Co. 7.5% 6/15/09

4,860,000

4,860,000

Restaurants - 1.0%

Friendly Ice Cream Corp. 8.375% 6/15/12

6,195,000

6,473,775

Landry's Seafood Restaurants, Inc. 7.5% 12/15/14

6,915,000

6,707,550

13,181,325

Services - 3.4%

Aramark Corp.:

8.5% 2/1/15 (c)

2,445,000

2,481,675

8.8563% 2/1/15 (c)(d)

1,010,000

1,027,675

Ashtead Capital, Inc. 9% 8/15/16 (c)

3,090,000

3,236,775

Avis Budget Car Rental LLC/Avis Budget Finance, Inc.:

7.75% 5/15/16

1,850,000

1,905,500

7.86% 5/15/14 (d)

310,000

318,525

Principal Amount

Value

Education Management LLC/Education Management Finance Corp. 10.25% 6/1/16

$ 3,320,000

$ 3,486,000

FTI Consulting, Inc.:

7.625% 6/15/13

4,965,000

5,014,650

7.75% 10/1/16

3,620,000

3,705,975

Hertz Corp.:

8.875% 1/1/14

1,295,000

1,346,800

10.5% 1/1/16

1,230,000

1,353,000

Iron Mountain, Inc.:

6.625% 1/1/16

575,000

526,125

8.25% 7/1/11

5,110,000

5,110,000

8.625% 4/1/13

5,270,000

5,322,700

Penhall International Corp. 12% 8/1/14 (c)

2,650,000

2,862,000

Rental Service Corp. 9.5% 12/1/14 (c)

2,830,000

2,886,600

Rural/Metro Corp. 0% 3/15/16 (b)

3,185,000

2,579,850

43,163,850

Shipping - 3.5%

Britannia Bulk PLC 11% 12/1/11

2,885,000

2,942,700

Navios Maritime Holdings, Inc. 9.5% 12/15/14 (c)

4,795,000

5,034,750

Ship Finance International Ltd. 8.5% 12/15/13

25,180,000

25,935,383

Teekay Corp. 8.875% 7/15/11

10,093,000

10,799,510

44,712,343

Specialty Retailing - 0.3%

VWR Funding, Inc. 10.25% 7/15/15 (c)

4,320,000

4,320,000

Steels - 1.0%

RathGibson, Inc. 11.25% 2/15/14

4,820,000

5,073,050

Steel Dynamics, Inc. 6.75% 4/1/15 (c)

8,060,000

7,818,200

12,891,250

Super Retail - 1.4%

Michaels Stores, Inc.:

10% 11/1/14 (c)

5,190,000

5,358,675

11.375% 11/1/16 (c)

2,020,000

2,105,850

NBC Acquisition Corp. 0% 3/15/13 (b)

1,665,000

1,431,900

Nebraska Book Co., Inc. 8.625% 3/15/12

4,270,000

4,227,300

Toys 'R' US, Inc. 7.625% 8/1/11

4,685,000

4,357,050

17,480,775

Technology - 3.8%

Avago Technologies Finance Ltd. 10.125% 12/1/13

275,000

292,875

Freescale Semiconductor, Inc.:

8.875% 12/15/14 (c)

5,010,000

4,803,588

9.125% 12/15/14 pay-in-kind (c)

3,770,000

3,558,126

9.235% 12/15/14 (c)(d)

2,910,000

2,808,150

Corporate Bonds - continued

Principal Amount

Value

Nonconvertible Bonds - continued

Technology - continued

Freescale Semiconductor, Inc.: - continued

10.125% 12/15/16 (c)

$ 5,360,000

$ 5,038,400

Hynix Semiconductor, Inc. 7.875% 6/27/17 (c)

1,660,000

1,637,175

IKON Office Solutions, Inc. 7.75% 9/15/15

3,560,000

3,577,800

Lucent Technologies, Inc.:

6.45% 3/15/29

2,415,000

2,088,975

6.5% 1/15/28

2,915,000

2,550,625

Nortel Networks Corp.:

9.6056% 7/15/11 (c)(d)

3,340,000

3,548,750

10.125% 7/15/13 (c)

3,825,000

4,102,313

NXP BV:

7.875% 10/15/14

2,850,000

2,785,875

8.1056% 10/15/13 (d)

2,595,000

2,556,075

9.5% 10/15/15

4,930,000

4,856,050

Xerox Capital Trust I 8% 2/1/27

4,400,000

4,466,000

48,670,777

Telecommunications - 7.8%

Digicel Group Ltd.:

8.875% 1/15/15 (c)

4,130,000

4,042,238

9.125% 1/15/15 pay-in-kind (c)

1,780,000

1,755,525

Digicel Ltd. 9.25% 9/1/12 (c)

4,605,000

4,841,006

Intelsat Ltd.:

6.5% 11/1/13

6,510,000

5,289,375

7.625% 4/15/12

6,270,000

5,674,350

9.25% 6/15/16

3,790,000

4,007,925

Level 3 Financing, Inc.:

8.75% 2/15/17 (c)

5,135,000

5,064,394

9.15% 2/15/15 (c)(d)

4,990,000

4,965,050

9.25% 11/1/14

11,140,000

11,181,775

12.25% 3/15/13

5,435,000

6,223,075

MetroPCS Wireless, Inc.:

9.25% 11/1/14 (c)

2,570,000

2,647,100

9.25% 11/1/14 (c)

4,510,000

4,645,300

Mobile Telesystems Finance SA 8% 1/28/12 (c)

2,608,000

2,689,630

Orascom Telecom Finance SCA 7.875% 2/8/14 (c)

3,590,000

3,475,551

PanAmSat Corp. 9% 8/15/14

2,374,000

2,474,895

Qwest Corp.:

6.5% 6/1/17 (c)

4,590,000

4,417,875

7.5% 10/1/14

3,840,000

3,926,400

8.61% 6/15/13 (d)

7,630,000

8,354,850

Rural Cellular Corp. 8.36% 6/1/13 (c)(d)

3,010,000

2,994,950

U.S. West Communications:

6.875% 9/15/33

2,535,000

2,382,900

7.5% 6/15/23

4,335,000

4,313,325

Principal Amount

Value

Windstream Corp.:

8.125% 8/1/13

$ 1,350,000

$ 1,412,438

8.625% 8/1/16

2,565,000

2,706,075

99,486,002

Textiles & Apparel - 0.6%

Hanesbrands, Inc. 8.735% 12/15/14 (c)(d)

2,720,000

2,740,400

Levi Strauss & Co. 8.875% 4/1/16

5,165,000

5,294,125

8,034,525

TOTAL NONCONVERTIBLE BONDS

1,080,450,825

TOTAL CORPORATE BONDS

(Cost $1,079,809,164)

1,085,758,995

Commercial Mortgage Securities - 0.0%

LB Multi-family Mortgage Trust Series 1991-4 Class A1, 7.2305% 4/25/21 (c)(d)
(Cost $140,120)

181,255

163,130

Common Stocks - 0.4%

Shares

Air Transportation - 0.4%

Delta Air Lines, Inc. (a)

251,576

4,956,047

Textiles & Apparel - 0.0%

Arena Brands Holding Corp.
Class B (a)(e)

48,889

356,401

TOTAL COMMON STOCKS

(Cost $7,950,980)

5,312,448

Preferred Stocks - 0.8%

Convertible Preferred Stocks - 0.4%

Electric Utilities - 0.1%

AES Trust III 6.75%

20,800

1,028,352

Energy - 0.3%

El Paso Corp. 4.99%

3,000

4,381,770

TOTAL CONVERTIBLE PREFERRED STOCKS

5,410,122

Nonconvertible Preferred Stocks - 0.4%

Telecommunications - 0.4%

Rural Cellular Corp. 12.25% pay-in-kind

3,862

4,711,640

TOTAL PREFERRED STOCKS

(Cost $9,704,754)

10,121,762

Floating Rate Loans - 10.7%

Principal Amount

Value

Air Transportation - 0.6%

United Air Lines, Inc. Tranche B, term loan 7.375% 2/1/14 (d)

$ 7,760,000

$ 7,701,800

Automotive - 1.6%

Federal-Mogul Corp. term loan 7.07% 12/31/07 (d)

3,060,000

3,063,825

Ford Motor Co. term loan 8.36% 12/15/13 (d)

14,696,150

14,714,520

Navistar International Corp.:

term loan 8.6099% 1/19/12 (d)

1,965,333

1,975,160

Credit-Linked Deposit 8.5907% 1/19/12 (d)

714,667

718,240

20,471,745

Cable TV - 1.7%

Charter Communications Operating LLC Tranche B 1LN, term loan 7.36% 3/6/14 (d)

7,620,000

7,543,800

CSC Holdings, Inc. Tranche B, term loan 7.07% 3/29/13 (d)

4,900,500

4,894,374

Insight Midwest Holdings LLC Tranche B, term loan 7.35% 4/6/14 (d)

4,830,000

4,836,038

Univision Communications, Inc.:

Tranche 1LN, term loan 7.605% 9/29/14 (d)

3,983,893

3,904,215

Tranche DD 1LN, term loan 9/29/14 (d)(f)

256,107

250,985

21,429,412

Capital Goods - 0.3%

Dresser, Inc.:

Tranche 2LN, term loan 11.11% 5/4/15 pay-in-kind (d)

3,250,000

3,290,625

Tranche B 1LN, term loan 7.86% 5/4/14 (d)

430,000

430,000

3,720,625

Diversified Financial Services - 0.4%

LPL Investment Holdings, Inc. Tranche D, term loan 7.35% 6/28/13 (d)

4,967,051

4,967,051

Electric Utilities - 0.9%

Ashmore Energy International:

Revolving Credit-Linked Deposit 8.35% 3/30/12 (d)

659,006

659,829

term loan 8.36% 3/30/14 (d)

5,020,994

5,027,271

NRG Energy, Inc.:

term loan:

6/8/14 (d)(f)

545,018

542,293

7.07% 2/1/13 (d)

3,742,081

3,737,403

7.07% 2/1/13 (d)

1,553,523

1,551,581

11,518,377

Energy - 1.3%

Kinder Morgan, Inc. Tranche B, term loan 6.82% 5/30/14 (d)

9,230,000

9,230,000

Principal Amount

Value

Petroleum Geo-Services ASA term loan 7.11% 6/28/15 (d)

$ 2,900,000

$ 2,900,000

Sandridge Energy, Inc. term loan:

8.625% 4/1/15

3,550,000

3,625,438

8.985% 4/1/14 (d)

660,000

670,725

16,426,163

Entertainment/Film - 0.3%

Zuffa LLC term loan 7.375% 6/20/15 (d)

4,160,000

4,139,200

Food/Beverage/Tobacco - 0.1%

Pierre Foods, Inc. Tranche B, term loan 7.57% 6/30/10 (d)

825,455

827,518

Healthcare - 0.7%

Community Health Systems, Inc.:

term loan 7.57% 6/28/14 (d)

5,009,606

5,009,606

Tranche DD, term loan 6/28/14 (d)(f)

330,394

330,394

Inverness Medical Innovations, Inc. Tranche 2LN, term loan 11.5% 6/26/15 (d)

1,450,000

1,450,000

Stiefel Laboratories, Inc. term loan 10.355% 6/28/14 (d)

2,220,000

2,242,200

9,032,200

Metals/Mining - 0.1%

Freeport-McMoRan Copper & Gold, Inc. Tranche B, term loan 9% 3/19/14 (d)

1,855,467

1,853,147

Paper - 0.4%

Georgia-Pacific Corp. Tranche B1, term loan 7.11% 12/23/12 (d)

5,665,870

5,665,870

Services - 0.9%

Adesa, Inc. term loan 7.61% 10/20/13 (d)

5,850,000

5,850,000

NES Rentals Holdings, Inc. Tranche 2, term loan 12.125% 7/20/13 (d)

3,943,252

4,002,401

Penhall International Corp. term loan 12.8238% 4/1/12 (d)

2,080,000

2,111,200

11,963,601

Technology - 0.5%

Kronos, Inc.:

Tranche 1LN, term loan 7.61% 6/11/14 (d)

3,300,000

3,287,625

Tranche 2LN, term loan 11.11% 6/11/15 (d)

3,190,000

3,158,100

6,445,725

Telecommunications - 0.7%

Digicel International Finance Ltd. term loan 7.875% 3/30/12 (d)

6,240,000

6,247,800

Level 3 Communications, Inc. term loan 7.605% 3/13/14 (d)

2,500,000

2,496,875

8,744,675

Floating Rate Loans - continued

Principal Amount

Value

Textiles & Apparel - 0.2%

Levi Strauss & Co. term loan 7.57% 4/4/14 (d)

$ 2,310,000

$ 2,275,350

TOTAL FLOATING RATE LOANS

(Cost $137,107,006)

137,182,459

Cash Equivalents - 0.2%

Maturity Amount

Investments in repurchase agreements in a joint trading account at 4.32%, dated 6/29/07 due 7/2/07 (Collateralized by U.S. Treasury Obligations) #
(Cost $2,146,000)

2,146,772

2,146,000

TOTAL INVESTMENT PORTFOLIO - 97.3%

(Cost $1,236,858,024)

1,240,684,794

NET OTHER ASSETS - 2.7%

33,884,345

NET ASSETS - 100%

$ 1,274,569,139

Legend

(a) Non-income producing

(b) Security 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.

(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 end of the period, the value of these securities amounted to $321,328,808 or 25.2% of net assets.

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

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $356,401 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Arena Brands Holding Corp. Class B

6/18/97

$ 1,974,627

(f) Position or a portion of the position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $1,131,519 and $1,123,672, respectively. The coupon rate will be determined at time of settlement.

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$2,146,000 due 7/02/07 at 4.32%

Banc of America Securities LLC

$ 404,421

Bear Stearns & Co., Inc.

943,355

Lehman Brothers, Inc.

798,224

$ 2,146,000

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 1,050,457

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

United States of America

85.7%

Bermuda

4.3%

Canada

3.1%

Marshall Islands

1.3%

United Kingdom

1.2%

Luxembourg

1.0%

Others (individually less than 1%)

3.4%

100.0%

Income Tax Information

At December 31, 2006, the fund had a capital loss carryforward of approximately $1,110,768,989 of which $249,734,104, $772,554,243 and $88,480,642 will expire on December 31, 2008, 2009 and 2010, respectively.

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

VIP High Income Portfolio

VIP High Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $2,146,000) - See accompanying schedule:

Unaffiliated issuers (cost $1,236,858,024)

$ 1,240,684,794

Cash

4,802,621

Receivable for investments sold

47,165,755

Receivable for fund shares sold

1,993,500

Interest receivable

21,134,262

Distributions receivable from Fidelity Central Funds

55,783

Prepaid expenses

2,922

Total assets

1,315,839,637

Liabilities

Payable for investments purchased

$ 31,100,742

Payable for fund shares redeemed

3,559,697

Accrued management fee

602,078

Distribution fees payable

41,286

Notes payable

5,732,000

Other affiliated payables

113,883

Other payables and accrued expenses

120,812

Total liabilities

41,270,498

Net Assets

$ 1,274,569,139

Net Assets consist of:

Paid in capital

$ 2,308,601,656

Undistributed net investment income

54,638,020

Accumulated undistributed net realized gain (loss) on investments

(1,092,497,307)

Net unrealized appreciation (depreciation) on investments

3,826,770

Net Assets

$ 1,274,569,139

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($830,650,691 ÷ 126,991,390 shares)

$ 6.54

Service Class:
Net Asset Value, offering price and redemption price per share ($219,198,206 ÷ 33,683,393 shares)

$ 6.51

Service Class 2:
Net Asset Value, offering price and redemption price per share ($101,026,429 ÷ 15,712,449 shares)

$ 6.43

Initial Class R:
Net Asset Value, offering price and redemption price per share ($11,097,060 ÷ 1,699,955 shares)

$ 6.53

Service Class R:
Net Asset Value, offering price and redemption price per share ($20,394,512 ÷ 3,138,306 shares)

$ 6.50

Service Class 2R:
Net Asset Value, offering price and redemption price per share ($1,082,623 ÷ 168,295 shares)

$ 6.43

Investor Class:
Net Asset Value, offering price and redemption price per share ($91,119,618 ÷ 13,962,944 shares)

$ 6.53

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

Semiannual Report

VIP High Income Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Dividends

$ 495,275

Interest

54,414,102

Income from Fidelity Central Funds

1,050,457

Total income

55,959,834

Expenses

Management fee

$ 3,877,172

Transfer agent fees

506,602

Distribution fees

275,176

Accounting fees and expenses

234,320

Custodian fees and expenses

15,668

Independent trustees' compensation

2,217

Audit

44,430

Legal

2,672

Interest

11,439

Miscellaneous

(13,619)

Total expenses before reductions

4,956,077

Expense reductions

(7,859)

4,948,218

Net investment income

51,011,616

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

18,080,551

Change in net unrealized appreciation (depreciation) on investment securities

(27,319,086)

Net gain (loss)

(9,238,535)

Net increase (decrease) in net assets resulting from operations

$ 41,773,081

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 51,011,616

$ 101,953,049

Net realized gain (loss)

18,080,551

19,571,030

Change in net unrealized appreciation (depreciation)

(27,319,086)

25,541,215

Net increase (decrease) in net assets resulting from operations

41,773,081

147,065,294

Distributions to shareholders from net investment income

-

(103,253,559)

Share transactions - net increase (decrease)

(156,230,036)

(158,550,860)

Redemption fees

13,773

-

Total increase (decrease) in net assets

(114,443,182)

(114,739,125)

Net Assets

Beginning of period

1,389,012,321

1,503,751,446

End of period (including undistributed net investment income of $54,638,020 and undistributed net investment income of $3,860,284, respectively)

$ 1,274,569,139

$ 1,389,012,321

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

VIP High Income Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 6.35

$ 6.17

$ 7.00

$ 6.95

$ 5.93

$ 6.41

Income from Investment Operations

Net investment income E

.243

.476

.457

.494

.520

.496 I

Net realized and unrealized gain (loss)

(.053)

.216

(.281)

.126

.980

(.306) I

Total from investment operations

.190

.692

.176

.620

1.500

.190

Distributions from net investment income

-

(.512)

(1.006)

(.570)

(.480)

(.670)

Redemption fees added to paid in capitalE

-J

-

-

-

-

-

Net asset value, end of period

$ 6.54

$ 6.35

$ 6.17

$ 7.00

$ 6.95

$ 5.93

Total Return B, C, D

2.99%

11.24%

2.70%

9.59%

27.26%

3.44%

Ratios to Average Net Assets F, H

Expenses before reductions

.68% A

.71%

.70%

.71%

.69%

.70%

Expenses net of fee waivers, if any

.68%A

.71%

.70%

.71%

.69%

.70%

Expenses net of all reductions

.68%A

.71%

.70%

.71%

.69%

.70%

Net investment income

7.50%A

7.40%

6.98%

7.43%

8.25%

8.65% I

Supplemental Data

Net assets, end of period (000 omitted)

$ 830,651

$ 922,565

$ 1,080,002

$ 1,371,736

$ 1,593,714

$ 1,145,562

Portfolio turnover rate G

78%A

65%

95%

128%

130%

96%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended December 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income (loss) of $.017 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income (loss) to average net assets decreased from 8.95% to 8.65%. The reclassification has no impact on the net assets of the Fund. J Amount represents less than $.01 per share.

Financial Highlights - Service Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 6.32

$ 6.14

$ 6.97

$ 6.92

$ 5.91

$ 6.38

Income from Investment Operations

Net investment income E

.239

.467

.448

.486

.513

.488 I

Net realized and unrealized gain (loss)

(.049)

.218

(.283)

.124

.967

(.288) I

Total from investment operations

.190

.685

.165

.610

1.480

.200

Distributions from net investment income

-

(.505)

(.995)

(.560)

(.470)

(.670)

Redemption fees added to paid in capitalE

-J

-

-

-

-

-

Net asset value, end of period

$ 6.51

$ 6.32

$ 6.14

$ 6.97

$ 6.92

$ 5.91

Total Return B, C, D

3.01%

11.18%

2.52%

9.47%

26.97%

3.62%

Ratios to Average Net Assets F, H

Expenses before reductions

.78% A

.81%

.80%

.81%

.79%

.80%

Expenses net of fee waivers, if any

.78% A

.81%

.80%

.81%

.79%

.80%

Expenses net of all reductions

.78% A

.81%

.80%

.81%

.79%

.80%

Net investment income

7.40% A

7.30%

6.88%

7.33%

8.15%

8.55% I

Supplemental Data

Net assets, end of period (000 omitted)

$ 219,198

$ 277,546

$ 319,380

$ 377,122

$ 417,928

$ 260,489

Portfolio turnover rate G

78% A

65%

95%

128%

130%

96%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended December 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income (loss) of $.017 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income (loss) to average net assets decreased from 8.85% to 8.55%. The reclassification has no impact on the net assets of the Fund. J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 6.25

$ 6.08

$ 6.91

$ 6.87

$ 5.87

$ 6.36

Income from Investment Operations

Net investment income E

.231

.453

.433

.470

.501

.472 I

Net realized and unrealized gain (loss)

(.051)

.216

(.284)

.130

.959

(.292) I

Total from investment operations

.180

.669

.149

.600

1.460

.180

Distributions from net investment income

-

(.499)

(.979)

(.560)

(.460)

(.670)

Redemption fees added to paid in capitalE

-J

-

-

-

-

-

Net asset value, end of period

$ 6.43

$ 6.25

$ 6.08

$ 6.91

$ 6.87

$ 5.87

Total Return B, C, D

2.88%

11.02%

2.31%

9.38%

26.75%

3.30%

Ratios to Average Net Assets F, H

Expenses before reductions

.93% A

.97%

.95%

.97%

.95%

.97%

Expenses net of fee waivers, if any

.93% A

.97%

.95%

.97%

.95%

.97%

Expenses net of all reductions

.93% A

.97%

.95%

.97%

.95%

.97%

Net investment income

7.25% A

7.14%

6.72%

7.17%

7.99%

8.38% I

Supplemental Data

Net assets, end of period (000 omitted)

$ 101,026

$ 110,503

$ 86,757

$ 94,246

$ 76,383

$ 32,499

Portfolio turnover rate G

78% A

65%

95%

128%

130%

96%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended December 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income (loss) of $.017 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income (loss) to average net assets decreased from 8.68% to 8.38%. The reclassification has no impact on the net assets of the Fund. J Amount represents less than $.01 per share.

Financial Highlights - Initial Class R

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 6.34

$ 6.16

$ 7.00

$ 6.47

Income from Investment Operations

Net investment income E

.235

.475

.455

.338

Net realized and unrealized gain (loss)

(.045)

.218

(.288)

.192

Total from investment operations

.190

.693

.167

.530

Distributions from net investment income

-

(.513)

(1.007)

-

Redemption fees added to paid in capitalE

-J

-

-

-

Net asset value, end of period

$ 6.53

$ 6.34

$ 6.16

$ 7.00

Total Return B, C, D

3.00%

11.27%

2.55%

8.19%

Ratios to Average Net Assets F, I

Expenses before reductions

.68% A

.71%

.70%

.71% A

Expenses net of fee waivers, if any

.68% A

.71%

.70%

.71% A

Expenses net of all reductions

.68% A

.71%

.70%

.71% A

Net investment income

7.49% A

7.39%

6.98%

7.16% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 11,097

$ 93

$ 83

$ 81

Portfolio turnover rate G

78% A

65%

95%

128%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period April 14, 2004 (commencement of sale of shares) to December 31, 2004. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

VIP High Income Portfolio

Financial Highlights - Service Class R

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 6.32

$ 6.14

$ 6.97

$ 6.45

Income from Investment Operations

Net investment income E

.232

.467

.447

.332

Net realized and unrealized gain (loss)

(.052)

.219

(.282)

.188

Total from investment operations

.180

.686

.165

.520

Distributions from net investment income

-

(.506)

(.995)

-

Redemption fees added to paid in capitalE

-J

-

-

-

Net asset value, end of period

$ 6.50

$ 6.32

$ 6.14

$ 6.97

Total Return B, C, D

2.85%

11.19%

2.53%

8.06%

Ratios to Average Net Assets F, I

Expenses before reductions

.79% A

.81%

.80%

.81% A

Expenses net of fee waivers, if any

.79% A

.81%

.80%

.81% A

Expenses net of all reductions

.79% A

.81%

.80%

.81% A

Net investment income

7.39% A

7.30%

6.88%

7.05% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 20,395

$ 92

$ 83

$ 81

Portfolio turnover rate G

78% A

65%

95%

128%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period April 14, 2004 (commencement of sale of shares) to December 31, 2004. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

Financial Highlights - Service Class 2R

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 6.25

$ 6.08

$ 6.91

$ 6.40

Income from Investment Operations

Net investment income E

.223

.453

.433

.322

Net realized and unrealized gain (loss)

(.043)

.214

(.282)

.188

Total from investment operations

.180

.667

.151

.510

Distributions from net investment income

-

(.497)

(.981)

-

Redemption fees added to paid in capitalE

-J

-

-

-

Net asset value, end of period

$ 6.43

$ 6.25

$ 6.08

$ 6.91

Total Return B, C, D

2.88%

10.99%

2.33%

7.97%

Ratios to Average Net AssetsF, I

Expenses before reductions

.96%A

.96%

.94%

.96% A

Expenses net of fee waivers, if any

.96%A

.96%

.94%

.96%A

Expenses net of all reductions

.96%A

.96%

.94%

.96%A

Net investment income

7.21%A

7.14%

6.73%

6.90%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,083

$ 92

$ 83

$ 81

Portfolio turnover rate G

78%A

65%

95%

128%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period April 14, 2004 (commencement of sale of shares) to December 31, 2004. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Investor Class

Six months ended June 30, 207

Years ended December 31,

(Unaudited)

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 6.34

$ 6.16

$ 6.54

Income from Investment Operations

Net investment income E

.239

.471

.193

Net realized and unrealized gain (loss)

(.049)

.220

(.089)

Total from investment operations

.190

.691

.104

Distributions from net investment income

-

(.511)

(.484)

Redemption fees added to paid in capitalE

-J

-

-

Net asset value, end of period

$ 6.53

$ 6.34

$ 6.16

Total Return B, C, D

3.00%

11.24%

1.60%

Ratios to Average Net Assets F, I

Expenses before reductions

.75% A

.80%

.82%A

Expenses net of fee waivers, if any

.75%A

.80%

.82%A

Expenses net of all reductions

.75%A

.79%

.82%A

Net investment income

7.42%A

7.31%

6.86%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 91,120

$ 78,122

$ 17,363

Portfolio turnover rate G

78%A

65%

95%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

VIP High Income Portfolio

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

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

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and capital gain distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. The Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, remains subject to examination by the Internal Revenue Service.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to market discount, capital loss carryforwards, and losses deferred due to wash sales.

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

Unrealized appreciation

$ 25,077,369

Unrealized depreciation

(19,913,489)

Net unrealized appreciation (depreciation)

$ 5,163,880

Cost for federal income tax purposes

$ 1,235,520,914

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

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

4. Operating Policies.

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

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 at the end of the Fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. The Fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, 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. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

VIP High Income Portfolio

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $513,276,530 and $585,625,197, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .12% 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 .57% of the Fund's average net assets.

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

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

Service Class

$ 131,094

Service Class 2

141,331

Service Class R

2,361

Service Class 2 R

390

$ 275,176

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class with the exception of Investor Class pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of their month end net assets. Investor Class pays a monthly asset-based transfer agent fee of .14% of its month end net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 309,839

Service Class

87,980

Service Class 2

40,446

Initial Class R

755

Service Class R

1,557

Service Class 2R

102

Investor Class

65,923

$ 506,602

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

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 affiliated funds. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 8,448,667

5.42%

$ 11,439

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $1,697 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Expense Reductions.

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 expense by $7,545 .

9. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 27% of the total outstanding shares of the Fund and two otherwise unaffiliated shareholders were the owners of record of 45% of the total outstanding shares of the Fund.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2007

Year ended
December 31,
2006

From net investment income

Initial Class

$ -

$ 68,637,194

Service Class

-

20,731,877

Service Class 2

-

8,160,312

Initial Class R

-

6,935

Service Class R

-

6,854

Service Class 2R

-

6,779

Investor Class

-

5,703,608

Total

$ -

$ 103,253,559

11. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended June 30,
2007

Year ended
December 31,
2006

Six months ended June 30,
2007

Year ended
December 31,
2006

Initial Class

Shares sold

7,103,210

20,391,924

$ 46,302,933

$ 130,862,386

Reinvestment of distributions

-

10,827,982

-

68,637,194

Shares redeemed

(25,433,669)

(60,996,323)

(166,024,433)

(389,548,495)

Net increase (decrease)

(18,330,459)

(29,776,417)

$ (119,721,500)

$ (190,048,915)

VIP High Income Portfolio

11. Share Transactions - continued

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended June 30,
2007

Year ended
December 31,
2006

Six months ended
June 30,
2007

Year ended
December 31,
2006

Service Class

Shares sold

5,542,174

15,758,056

$ 35,927,682

$ 100,943,180

Reinvestment of distributions

-

3,286,143

-

20,731,877

Shares redeemed

(15,782,498)

(27,123,963)

(102,732,898)

(172,895,592)

Net increase (decrease)

(10,240,324)

(8,079,764)

$ (66,805,216)

$ (51,220,535)

Service Class 2

Shares sold

3,619,734

8,956,747

$ 23,229,499

$ 56,663,410

Reinvestment of distributions

-

1,307,892

-

8,160,311

Shares redeemed

(5,593,027)

(6,845,198)

(36,082,371)

(43,209,500)

Net increase (decrease)

(1,973,293)

3,419,441

$ (12,852,872)

$ 21,614,221

Initial Class R

Shares sold

1,727,851

-

$ 11,381,091

$ -

Reinvestment of distributions

-

1,095

-

6,935

Shares redeemed

(42,500)

-

(278,654)

-

Net increase (decrease)

1,685,351

1,095

$ 11,102,437

$ 6,935

Service Class R

Shares sold

3,265,269

-

$ 21,459,336

$ -

Reinvestment of distributions

-

1,087

-

6,854

Shares redeemed

(141,584)

-

(928,503)

-

Net increase (decrease)

3,123,685

1,087

$ 20,530,833

$ 6,854

Service Class 2R

Shares sold

168,743

-

$ 1,096,750

$ -

Reinvestment of distributions

-

1,087

-

6,779

Shares redeemed

(15,164)

-

(98,480)

-

Net increase (decrease)

153,579

1,087

$ 998,270

$ 6,779

Investor Class

Shares sold

5,337,932

10,403,901

$ 34,744,491

$ 66,865,919

Reinvestment of distributions

-

901,089

-

5,703,608

Shares redeemed

(3,703,352)

(1,794,789)

(24,226,479)

(11,485,726)

Net increase (decrease)

1,634,580

9,510,201

$ 10,518,012

$ 61,083,801

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

VIP High Income Portfolio

Each year, typically in June, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2007 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. The Board also approved amendments to the fund's agreements with foreign sub-advisers to clarify that each sub-adviser provides services as an independent contractor.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board also considered that Fidelity voluntarily pays for market data out of its own resources. The Board also considered the agreement reached between the Independent Trustees and Fidelity in December 2006 following an independent review of matters relating to receipt of travel, entertainment, gifts and gratuities in violation of Fidelity policies.

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

VIP High Income Portfolio

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. The Board noted that, since the last Advisory Contract renewals in June 2006, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) contractually agreeing to reduce the management fee on Fidelity Advisor Floating Rate High Income Fund; (iii) contractually agreeing to reduce the management fees on Fidelity's California, Massachusetts, New Jersey, and New York AMT Tax-Free Money Market Funds, launching new Institutional Classes and Service Classes of these funds, and contractually agreeing to impose expense limitations on these funds; (iv) eliminating the exchange fee on the Fidelity Select Portfolios and reducing the pricing and bookkeeping fee rates for these funds; (v) reducing the maximum transfer agency fee rates on high income funds and certain equity funds; (vi) proposing amended management contracts that, if approved by shareholders, will add a performance adjustment component to the management fees paid by 18 Fidelity Advisor equity funds; (vii) contractually agreeing to reduce fees for Ultra-Short Central Fund and the money market Central Funds; (viii) waiving the Fidelity Advisor funds' contingent deferred sales charge on certain redemptions made through systematic withdrawal programs; and (ix) amending the management contracts for equity and fixed-income funds whose management contracts incorporate a "group fee" structure by adding four new fee "breakpoints" to the group fee rate schedules.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2006, the cumulative total returns of Initial Class and Service Class 2 of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Initial Class and Service Class 2 show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

VIP High Income Portfolio

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Initial Class of the fund was in the first quartile for the one- and five-year periods and the second quartile for the three-year period. The Board also stated that the relative investment performance of Initial Class of the fund compared favorably to its benchmark for the one- and five-year periods, although the fund's three-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 26% means that 74% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

VIP High Income Portfolio

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2006. Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each of Initial Class, Initial Class R, Investor Class, Service Class, and Service Class R ranked below its competitive median for 2006, and the total expenses of each of Service Class 2 and Service Class 2 R ranked above its competitive median for 2006. The Board noted that the fund offers multiple classes, each of which has a different 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

VIP High Income Portfolio

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of the results of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. In connection with the renewal of the fund's management contract, the Board approved amendments to the fund's management contract that added four new fee breakpoints to the group fee rate schedule for assets under FMR's management above $1,386 billion. The Board considered that the group fee rate declines under both the present and amended schedules, but that under the amended schedule, the group fee rate declines faster as assets under FMR's management exceed $1,386 billion. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on several topics, including (i) Fidelity's fund profitability methodology, profitability by investment discipline, and profitability trends within certain funds; (ii) Fidelity's compensation structure relative to competitors and its effect on profitability; (iii) funds and accounts managed by Fidelity other than the Fidelity funds, including fee arrangements; (iv) the total expenses of certain funds and classes relative to competitors; (v) fund performance trends; (vi) fall-out benefits received by certain Fidelity affiliates; and (vii) Fidelity's fee structures.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Semiannual Report

VIP High Income Portfolio

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York
New York, NY

VIPHI-SANN-0807
1.705694.109

Fidelity® Variable Insurance Products:

High Income Portfolio - Class R

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP High Income Portfolio

VIP High Income Portfolio

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2007 to June 30, 2007).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period*
January 1, 2007
to June 30, 2007

Initial Class

Actual

$ 1,000.00

$ 1,029.90

$ 3.42

HypotheticalA

$ 1,000.00

$ 1,021.42

$ 3.41

Service Class

Actual

$ 1,000.00

$ 1,030.10

$ 3.93

HypotheticalA

$ 1,000.00

$ 1,020.93

$ 3.91

Service Class 2

Actual

$ 1,000.00

$ 1,028.80

$ 4.68

HypotheticalA

$ 1,000.00

$ 1,020.18

$ 4.66

Initial Class R

Actual

$ 1,000.00

$ 1,030.00

$ 3.42

HypotheticalA

$ 1,000.00

$ 1,021.42

$ 3.41

Service Class R

Actual

$ 1,000.00

$ 1,028.50

$ 3.97

HypotheticalA

$ 1,000.00

$ 1,020.88

$ 3.96

Service Class 2R

Actual

$ 1,000.00

$ 1,028.80

$ 4.83

HypotheticalA

$ 1,000.00

$ 1,020.03

$ 4.81

Investor Class

Actual

$ 1,000.00

$ 1,030.00

$ 3.77

HypotheticalA

$ 1,000.00

$ 1,021.08

$ 3.76

A 5% return per year before expenses

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

Semiannual Report

VIP High Income Portfolio
Shareholder Expense Example - continued

Annualized
Expense Ratio

Initial Class

.68%

Service Class

.78%

Service Class 2

.93%

Initial Class R

.68%

Service Class R

.79%

Service Class 2R

.96%

Investor Class

.75%

VIP High Income Portfolio

VIP High Income Portfolio

Investment Changes

Top Five Holdings as of June 30, 2007

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Ford Motor Credit Co. LLC

2.2

2.4

Level 3 Financing, Inc.

2.2

1.4

MGM Mirage, Inc.

2.1

1.9

Ship Finance International Ltd.

2.0

1.8

General Motors Acceptance Corp.

1.8

1.9

10.3

Top Five Market Sectors as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

11.3

8.3

Telecommunications

8.9

8.3

Gaming

6.9

6.3

Automotive

6.8

6.6

Healthcare

6.7

5.5

Quality Diversification (% of fund's net assets)

As of June 30, 2007

As of December 31, 2006

AAA,AA,A 0.0%

AAA,AA,A 0.4%

BBB 1.4%

BBB 0.7%

BB 35.4%

BB 33.9%

B 42.9%

B 45.1%

CCC,CC,C 11.8%

CCC,CC,C 11.7%

Not Rated 4.2%

Not Rated 3.1%

Equities 1.4%

Equities 0.1%

Short-Term
Investments and
Net Other Assets 2.9%

Short-Term
Investments and
Net Other Assets 5.0%

We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings. Percentages are adjusted for the effect of futures contracts, if applicable.

Asset Allocation (% of fund's net assets)

As of June 30, 2007 *

As of December 31, 2006 **

Nonconvertible
Bonds 84.8%

Nonconvertible
Bonds 87.0%

Convertible Bonds, Preferred Stocks 1.2%

Convertible Bonds, Preferred Stocks 0.0%

Common
Stocks 0.4%

Common
Stocks 0.1%

Floating Rate
Loans 10.7%

Floating Rate
Loans 7.9%

Short-Term
Investments and
Net Other Assets 2.9%

Short-Term
Investments and
Net Other Assets 5.0%

* Foreign
investments

14.3%

** Foreign
investments

16.1%

Semiannual Report

VIP High Income Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 85.2%

Principal Amount

Value

Convertible Bonds - 0.4%

Energy - 0.4%

Chesapeake Energy Corp. 2.75% 11/15/35

$ 4,900,000

$ 5,308,170

Nonconvertible Bonds - 84.8%

Aerospace - 0.9%

Bombardier, Inc.:

6.75% 5/1/12 (c)

10,000

9,850

7.45% 5/1/34 (c)

4,100,000

3,956,500

8% 11/15/14 (c)

2,085,000

2,147,550

L-3 Communications Corp. 7.625% 6/15/12

4,705,000

4,787,338

10,901,238

Air Transportation - 2.3%

American Airlines, Inc. pass thru trust certificates:

6.817% 5/23/11

7,425,000

7,397,156

8.608% 10/1/12

535,000

556,400

AMR Corp. 9% 8/1/12

1,980,000

2,014,650

Continental Airlines, Inc. 7.339% 4/19/14

1,100,000

1,086,250

Continental Airlines, Inc.:

6.903% 4/19/22

660,000

645,150

7.875% 7/2/18

1,137,361

1,151,578

9.558% 9/1/19

1,648,689

1,805,315

Continental Airlines, Inc. pass thru trust certificates:

7.566% 9/15/21

642,831

647,652

7.73% 9/15/12

324,255

324,255

8.312% 10/2/12

306,540

308,839

8.388% 5/1/22

585,291

604,313

9.798% 4/1/21

8,221,030

8,960,922

United AirLines, Inc. pass-thru certificates
(Class B) 7.336% 7/2/19

3,300,000

3,267,000

28,769,480

Automotive - 5.2%

ArvinMeritor, Inc. 8.125% 9/15/15

1,460,000

1,401,600

Ford Motor Co. 9.98% 2/15/47

1,450,000

1,305,000

Ford Motor Credit Co. LLC:

7% 10/1/13

5,790,000

5,370,225

7.25% 10/25/11

3,520,000

3,387,761

7.8% 6/1/12

3,000,000

2,913,750

8% 12/15/16

4,380,000

4,182,900

8.105% 1/13/12 (d)

5,590,000

5,548,075

10.61% 6/15/11 (d)

6,664,000

7,163,800

General Motors Acceptance Corp.:

6.75% 12/1/14

6,145,000

5,868,475

6.875% 9/15/11

4,690,000

4,584,475

8% 11/1/31

10,945,000

11,163,900

General Motors Corp. 8.375% 7/15/33

1,990,000

1,805,925

Principal Amount

Value

GMAC LLC:

6% 12/15/11

$ 2,740,000

$ 2,603,000

6.625% 5/15/12

9,430,000

9,099,950

66,398,836

Broadcasting - 0.4%

Nexstar Broadcasting, Inc. 7% 1/15/14

3,015,000

2,984,850

Nexstar Finance Holdings LLC/Nexstar Finance Holdings, Inc. 0% 4/1/13 (b)

1,850,000

1,817,625

4,802,475

Building Materials - 0.3%

Anixter International, Inc. 5.95% 3/1/15

2,310,000

2,130,975

Belden CDT, Inc. 7% 3/15/17 (c)

2,170,000

2,137,450

4,268,425

Cable TV - 3.2%

Charter Communications Holdings I LLC:

9.92% 4/1/14

5,500,000

5,005,000

10% 5/15/14

3,625,000

3,344,063

11.125% 1/15/14

2,970,000

2,940,300

12.125% 1/15/15

2,915,000

2,907,713

Charter Communications Holdings II LLC/Charter Communications Holdings II Capital Corp. 10.25% 9/15/10

1,735,000

1,808,738

EchoStar Communications Corp.:

6.625% 10/1/14

1,370,000

1,315,200

7% 10/1/13

5,940,000

5,850,900

7.125% 2/1/16

1,785,000

1,749,300

Kabel Deutschland GmbH 10.625% 7/1/14

4,350,000

4,763,250

NTL Cable PLC:

8.75% 4/15/14

2,175,000

2,245,688

9.125% 8/15/16

1,380,000

1,449,000

Umbrella Acquisition, Inc. 9.75% 3/15/15 pay-in-kind (c)

7,285,000

7,212,150

40,591,302

Capital Goods - 0.6%

Leucadia National Corp. 7% 8/15/13

3,520,000

3,467,200

Sensus Metering Systems, Inc. 8.625% 12/15/13

4,325,000

4,433,125

7,900,325

Chemicals - 3.5%

Chemtura Corp. 6.875% 6/1/16

2,640,000

2,491,632

Equistar Chemicals LP 7.55% 2/15/26

1,750,000

1,610,000

Equistar Chemicals LP/Equistar Funding Corp.:

8.75% 2/15/09

1,740,000

1,800,900

10.125% 9/1/08

1,040,000

1,079,000

Corporate Bonds - continued

Principal Amount

Value

Nonconvertible Bonds - continued

Chemicals - continued

Lyondell Chemical Co.:

6.875% 6/15/17

$ 7,590,000

$ 7,381,275

8% 9/15/14

3,110,000

3,187,750

8.25% 9/15/16

3,110,000

3,222,738

Momentive Performance Materials, Inc. 9.75% 12/1/14 (c)

8,720,000

8,741,800

Nalco Co. 7.75% 11/15/11

3,005,000

3,065,100

Nell AF Sarl 8.375% 8/15/15 (c)

765,000

728,663

NOVA Chemicals Corp. 8.4838% 11/15/13 (d)

2,425,000

2,449,250

Phibro Animal Health Corp.:

10% 8/1/13 (c)

2,440,000

2,549,800

13% 8/1/14 (c)

3,010,000

3,175,550

Tronox Worldwide LLC/Tronox Worldwide Finance Corp. 9.5% 12/1/12

2,740,000

2,849,600

44,333,058

Consumer Products - 0.2%

Jostens Holding Corp. 0% 12/1/13 (b)

3,050,000

2,790,750

Containers - 0.7%

BWAY Corp. 10% 10/15/10

4,985,000

5,165,706

Greif, Inc. 6.75% 2/1/17

4,130,000

4,006,100

9,171,806

Diversified Financial Services - 1.2%

E*TRADE Financial Corp.:

7.375% 9/15/13

1,490,000

1,534,700

7.875% 12/1/15

2,380,000

2,475,200

Leucadia National Corp. 7.125% 3/15/17 (c)

8,230,000

7,983,100

NSG Holdings II, LLC 7.75% 12/15/25 (c)

3,710,000

3,821,300

15,814,300

Diversified Media - 1.7%

LBI Media Holdings, Inc. 0% 10/15/13 (b)

6,440,000

5,892,600

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

2,245,000

2,360,169

Liberty Media Corp. 8.25% 2/1/30

670,000

649,777

Nielsen Finance LLC/Co.:

0% 8/1/16 (b)(c)

3,435,000

2,421,675

10% 8/1/14 (c)

3,570,000

3,784,200

Quebecor Media, Inc. 7.75% 3/15/16

5,920,000

6,008,800

21,117,221

Electric Utilities - 2.1%

AES Gener SA 7.5% 3/25/14

4,615,000

4,799,600

Aquila, Inc. 14.875% 7/1/12

2,555,000

3,232,075

NRG Energy, Inc. 7.375% 2/1/16

1,725,000

1,729,313

Principal Amount

Value

Reliant Energy, Inc.:

7.625% 6/15/14

$ 3,860,000

$ 3,763,500

7.875% 6/15/17

2,930,000

2,856,750

Tenaska Alabama Partners LP 7% 6/30/21 (c)

2,615,986

2,668,306

Utilicorp Canada Finance Corp. 7.75% 6/15/11

6,740,000

7,144,400

Utilicorp United, Inc. 9.95% 2/1/11 (d)

55,000

58,850

26,252,794

Energy - 9.3%

Atlas Pipeline Partners LP 8.125% 12/15/15

4,080,000

4,105,500

Chaparral Energy, Inc.:

8.5% 12/1/15

4,800,000

4,692,000

8.875% 2/1/17 (c)

1,760,000

1,738,000

Chesapeake Energy Corp.:

6.5% 8/15/17

7,185,000

6,807,788

6.625% 1/15/16

2,045,000

1,973,425

7.5% 6/15/14

2,095,000

2,136,900

7.75% 1/15/15

4,390,000

4,477,800

Complete Production Services, Inc. 8% 12/15/16 (c)

4,070,000

4,110,700

Energy Partners Ltd.:

9.75% 4/15/14 (c)

2,600,000

2,583,750

10.48% 4/15/13 (c)(d)

2,870,000

2,891,525

Forest Oil Corp.:

7.25% 6/15/19 (c)

4,990,000

4,827,825

7.75% 5/1/14

1,430,000

1,444,300

8% 12/15/11

1,440,000

1,476,000

Hanover Compressor Co.:

8.625% 12/15/10

2,560,000

2,639,872

9% 6/1/14

1,785,000

1,887,638

Hanover Equipment Trust 8.75% 9/1/11

775,000

800,188

Hilcorp Energy I LP/Hilcorp Finance Co.:

7.75% 11/1/15 (c)

5,890,000

5,713,300

9% 6/1/16 (c)

3,910,000

4,046,850

OPTI Canada, Inc. 8.25% 12/15/14 (c)

4,175,000

4,248,063

Pan American Energy LLC 7.75% 2/9/12 (c)

3,630,000

3,648,150

Parker Drilling Co.:

9.625% 10/1/13

2,960,000

3,167,200

10.11% 9/1/10 (d)

4,878,000

4,932,878

Petrohawk Energy Corp. 9.125% 7/15/13

8,045,000

8,507,588

Pioneer Natural Resources Co. 6.65% 3/15/17

2,255,000

2,119,700

Plains Exploration & Production Co. 7% 3/15/17

4,030,000

3,838,575

Range Resources Corp.:

6.375% 3/15/15 (Reg. S)

885,000

838,538

7.375% 7/15/13

10,075,000

10,150,563

Corporate Bonds - continued

Principal Amount

Value

Nonconvertible Bonds - continued

Energy - continued

Range Resources Corp.: - continued

7.5% 5/15/16

$ 1,910,000

$ 1,933,875

Seitel, Inc. 9.75% 2/15/14 (c)

4,330,000

4,265,050

Tesoro Corp. 6.5% 6/1/17 (c)

5,690,000

5,590,425

W&T Offshore, Inc. 8.25% 6/15/14 (c)

4,490,000

4,422,650

Williams Partners LP/Williams Partners Finance Corp. 7.25% 2/1/17

2,760,000

2,787,600

118,804,216

Entertainment/Film - 0.2%

AMC Entertainment, Inc. 8% 3/1/14

2,025,000

1,989,563

Environmental - 0.7%

Allied Waste North America, Inc.:

6.875% 6/1/17

4,655,000

4,492,075

7.125% 5/15/16

3,180,000

3,112,425

Browning-Ferris Industries, Inc.:

6.375% 1/15/08

855,000

855,000

7.4% 9/15/35

585,000

532,350

8,991,850

Food and Drug Retail - 1.4%

Albertsons, Inc.:

7.45% 8/1/29

2,280,000

2,223,750

7.75% 6/15/26

2,565,000

2,603,475

8% 5/1/31

1,685,000

1,722,220

Rite Aid Corp. 7.5% 3/1/17

8,710,000

8,383,375

SUPERVALU, Inc. 7.5% 11/15/14

2,375,000

2,434,375

17,367,195

Food/Beverage/Tobacco - 1.1%

Dean Foods Co. 6.9% 10/15/17

1,445,000

1,365,525

National Beef Packing Co. LLC/National Beef Finance Corp. 10.5% 8/1/11

3,690,000

3,800,700

Pierre Foods, Inc. 9.875% 7/15/12

3,195,000

3,234,938

Smithfield Foods, Inc. 7.75% 7/1/17

2,160,000

2,143,800

Swift & Co.:

10.125% 10/1/09

3,215,000

3,311,450

12.5% 1/1/10

760,000

794,200

14,650,613

Gaming - 6.9%

Chukchansi Economic Development Authority:

8% 11/15/13 (c)

3,210,000

3,258,150

8.8588% 11/15/12 (c)(d)

1,010,000

1,025,150

Mandalay Resort Group 9.375% 2/15/10

4,655,000

4,940,119

Principal Amount

Value

MGM Mirage, Inc.:

6.625% 7/15/15

$ 785,000

$ 720,238

6.75% 9/1/12

9,015,000

8,733,281

6.75% 4/1/13

4,390,000

4,208,913

6.875% 4/1/16

4,365,000

4,070,363

7.625% 1/15/17

9,460,000

8,998,825

Mohegan Tribal Gaming Authority:

6.375% 7/15/09

4,740,000

4,692,600

7.125% 8/15/14

2,010,000

1,989,900

8% 4/1/12

970,000

1,002,738

Park Place Entertainment Corp. 7% 4/15/13

5,705,000

5,961,725

Scientific Games Corp. 6.25% 12/15/12

3,275,000

3,135,813

Seminole Hard Rock Entertainment, Inc. 7.86% 3/15/14 (c)(d)

1,520,000

1,535,200

Seneca Gaming Corp.:

Series B, 7.25% 5/1/12

4,600,000

4,623,000

7.25% 5/1/12

6,020,000

6,050,100

Snoqualmie Entertainment Authority:

9.125% 2/1/15 (c)

1,930,000

1,990,313

9.1488% 2/1/14 (c)(d)

2,450,000

2,462,250

Station Casinos, Inc. 6.875% 3/1/16

3,795,000

3,339,600

Virgin River Casino Corp./RBG LLC/B&BB, Inc.:

0% 1/15/13 (b)

2,100,000

1,606,500

9% 1/15/12

3,610,000

3,718,300

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

5,900,000

5,973,750

Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 6.625% 12/1/14

3,550,000

3,425,750

87,462,578

Healthcare - 6.0%

FMC Finance III SA 6.875% 7/15/17 (c)

5,460,000

5,357,625

HCA, Inc.:

6.5% 2/15/16

2,670,000

2,256,150

9.125% 11/15/14 (c)

3,045,000

3,204,863

9.25% 11/15/16 (c)

4,155,000

4,425,075

9.625% 11/15/16 pay-in-kind (c)

3,860,000

4,154,325

HealthSouth Corp. 10.75% 6/15/16

3,710,000

4,006,800

IASIS Healthcare LLC/IASIS Capital Corp. 8.75% 6/15/14

2,815,000

2,800,925

Multiplan, Inc. 10.375% 4/15/16 (c)

2,485,000

2,596,825

Omega Healthcare Investors, Inc.:

7% 4/1/14

9,970,000

9,895,225

7% 1/15/16

2,480,000

2,461,400

Rural/Metro Corp. 9.875% 3/15/15

1,670,000

1,720,100

Corporate Bonds - continued

Principal Amount

Value

Nonconvertible Bonds - continued

Healthcare - continued

Senior Housing Properties Trust 8.625% 1/15/12

$ 4,460,000

$ 4,749,900

Service Corp. International:

6.75% 4/1/15 (c)

3,300,000

3,176,250

7.5% 4/1/27 (c)

4,020,000

3,819,000

Team Finance LLC/Health Finance Corp. 11.25% 12/1/13

4,310,000

4,665,575

United Surgical Partners International, Inc.:

8.875% 5/1/17 (c)

1,540,000

1,532,300

9.25% 5/1/17 pay-in-kind (c)

1,980,000

1,970,100

US Oncology Holdings, Inc. 9.7969% 3/15/12 pay-in-kind (c)(d)

4,440,000

4,329,000

Ventas Realty LP:

6.5% 6/1/16

2,735,000

2,666,625

6.625% 10/15/14

2,320,000

2,288,100

6.75% 4/1/17

1,215,000

1,199,813

Viant Holdings, Inc. 10.125% 7/15/17 (c)

3,679,000

3,697,395

76,973,371

Homebuilding/Real Estate - 2.3%

American Real Estate Partners/American Real Estate Finance Corp.:

7.125% 2/15/13

2,765,000

2,647,488

7.125% 2/15/13 (c)

6,345,000

6,122,925

8.125% 6/1/12

7,950,000

7,910,250

K. Hovnanian Enterprises, Inc.:

6.25% 1/15/15

1,155,000

999,075

8.875% 4/1/12

1,570,000

1,460,100

KB Home 7.75% 2/1/10

4,345,000

4,345,000

Realogy Corp.:

10.5% 4/15/14 (c)

580,000

553,900

12.375% 4/15/15 (c)

580,000

530,004

TOUSA, Inc.:

7.5% 3/15/11

1,230,000

805,650

7.5% 1/15/15

5,060,000

3,111,900

10.375% 7/1/12

1,295,000

958,300

29,444,592

Hotels - 0.7%

Grupo Posadas SA de CV 8.75% 10/4/11 (c)

3,875,000

4,030,000

Host Marriott LP 7.125% 11/1/13

5,390,000

5,390,000

9,420,000

Insurance - 0.5%

UnumProvident Corp. 7.375% 6/15/32

580,000

606,647

Principal Amount

Value

USI Holdings Corp.:

9.23% 11/15/14 (c)(d)

$ 4,305,000

$ 4,218,900

9.75% 5/15/15 (c)

1,310,000

1,290,350

6,115,897

Leisure - 2.2%

NCL Corp. Ltd. 10.625% 7/15/14

4,740,000

4,526,700

Royal Caribbean Cruises Ltd. yankee:

7% 6/15/13

4,720,000

4,740,150

7.25% 6/15/16

1,540,000

1,524,076

7.5% 10/15/27

1,980,000

1,861,200

Six Flags, Inc.:

9.625% 6/1/14

2,200,000

2,035,000

9.75% 4/15/13

2,085,000

1,959,900

Town Sports International Holdings, Inc. 0% 2/1/14 (b)

1,052,000

967,840

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

5,125,000

5,432,500

Universal City Florida Holding Co. I/II:

8.375% 5/1/10

575,000

582,188

10.1063% 5/1/10 (d)

4,340,000

4,448,500

28,078,054

Metals/Mining - 5.0%

Arch Western Finance LLC 6.75% 7/1/13

6,050,000

5,823,125

Compass Minerals International, Inc.:

0% 12/15/12 (b)

4,520,000

4,655,600

0% 6/1/13 (b)

8,615,000

8,571,925

Drummond Co., Inc. 7.375% 2/15/16 (c)

7,370,000

6,927,800

FMG Finance Property Ltd.:

9.36% 9/1/11 (c)(d)

2,590,000

2,735,688

10% 9/1/13 (c)

1,505,000

1,657,381

10.625% 9/1/16 (c)

325,000

382,281

Freeport-McMoRan Copper & Gold, Inc.:

8.25% 4/1/15

1,415,000

1,489,288

8.375% 4/1/17

1,485,000

1,581,525

Massey Energy Co. 6.875% 12/15/13

7,890,000

7,179,900

Noranda Aluminium Acquisition Corp. 9.36% 5/15/15 pay-in-kind (c)(d)

3,040,000

3,005,800

Peabody Energy Corp.:

7.375% 11/1/16

2,675,000

2,735,188

7.875% 11/1/26

1,715,000

1,783,600

PNA Group, Inc. 10.75% 9/1/16 (c)

4,345,000

4,736,050

Corporate Bonds - continued

Principal Amount

Value

Nonconvertible Bonds - continued

Metals/Mining - continued

PNA Intermediate Holding Corp. 12.36% 2/15/13 pay-in-kind (c)(d)

$ 1,420,000

$ 1,434,200

Vedanta Resources PLC 6.625% 2/22/10 (c)

8,875,000

8,864,350

63,563,701

Paper - 1.9%

Catalyst Paper Corp. 8.625% 6/15/11

1,710,000

1,650,150

Georgia-Pacific Corp.:

7% 1/15/15 (c)

8,720,000

8,414,800

8% 1/15/24

1,065,000

1,027,725

8.875% 5/15/31

2,325,000

2,325,000

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

2,815,000

2,730,550

Smurfit-Stone Container Enterprises, Inc. 8% 3/15/17

4,260,000

4,110,900

Stone Container Finance Co. 7.375% 7/15/14

3,740,000

3,590,400

23,849,525

Publishing/Printing - 1.1%

Scholastic Corp. 5% 4/15/13

2,755,000

2,431,288

The Reader's Digest Association, Inc. 9% 2/15/17 (c)

3,305,000

3,090,175

TL Acquisitions, Inc.:

0% 7/15/15 (b)(c)

1,880,000

1,412,350

10.5% 1/15/15 (c)

2,900,000

2,813,000

Valassis Communications, Inc. 8.25% 3/1/15 (c)

4,250,000

4,080,000

13,826,813

Railroad - 0.4%

Kansas City Southern Railway Co. 7.5% 6/15/09

4,860,000

4,860,000

Restaurants - 1.0%

Friendly Ice Cream Corp. 8.375% 6/15/12

6,195,000

6,473,775

Landry's Seafood Restaurants, Inc. 7.5% 12/15/14

6,915,000

6,707,550

13,181,325

Services - 3.4%

Aramark Corp.:

8.5% 2/1/15 (c)

2,445,000

2,481,675

8.8563% 2/1/15 (c)(d)

1,010,000

1,027,675

Ashtead Capital, Inc. 9% 8/15/16 (c)

3,090,000

3,236,775

Avis Budget Car Rental LLC/Avis Budget Finance, Inc.:

7.75% 5/15/16

1,850,000

1,905,500

7.86% 5/15/14 (d)

310,000

318,525

Principal Amount

Value

Education Management LLC/Education Management Finance Corp. 10.25% 6/1/16

$ 3,320,000

$ 3,486,000

FTI Consulting, Inc.:

7.625% 6/15/13

4,965,000

5,014,650

7.75% 10/1/16

3,620,000

3,705,975

Hertz Corp.:

8.875% 1/1/14

1,295,000

1,346,800

10.5% 1/1/16

1,230,000

1,353,000

Iron Mountain, Inc.:

6.625% 1/1/16

575,000

526,125

8.25% 7/1/11

5,110,000

5,110,000

8.625% 4/1/13

5,270,000

5,322,700

Penhall International Corp. 12% 8/1/14 (c)

2,650,000

2,862,000

Rental Service Corp. 9.5% 12/1/14 (c)

2,830,000

2,886,600

Rural/Metro Corp. 0% 3/15/16 (b)

3,185,000

2,579,850

43,163,850

Shipping - 3.5%

Britannia Bulk PLC 11% 12/1/11

2,885,000

2,942,700

Navios Maritime Holdings, Inc. 9.5% 12/15/14 (c)

4,795,000

5,034,750

Ship Finance International Ltd. 8.5% 12/15/13

25,180,000

25,935,383

Teekay Corp. 8.875% 7/15/11

10,093,000

10,799,510

44,712,343

Specialty Retailing - 0.3%

VWR Funding, Inc. 10.25% 7/15/15 (c)

4,320,000

4,320,000

Steels - 1.0%

RathGibson, Inc. 11.25% 2/15/14

4,820,000

5,073,050

Steel Dynamics, Inc. 6.75% 4/1/15 (c)

8,060,000

7,818,200

12,891,250

Super Retail - 1.4%

Michaels Stores, Inc.:

10% 11/1/14 (c)

5,190,000

5,358,675

11.375% 11/1/16 (c)

2,020,000

2,105,850

NBC Acquisition Corp. 0% 3/15/13 (b)

1,665,000

1,431,900

Nebraska Book Co., Inc. 8.625% 3/15/12

4,270,000

4,227,300

Toys 'R' US, Inc. 7.625% 8/1/11

4,685,000

4,357,050

17,480,775

Technology - 3.8%

Avago Technologies Finance Ltd. 10.125% 12/1/13

275,000

292,875

Freescale Semiconductor, Inc.:

8.875% 12/15/14 (c)

5,010,000

4,803,588

9.125% 12/15/14 pay-in-kind (c)

3,770,000

3,558,126

9.235% 12/15/14 (c)(d)

2,910,000

2,808,150

Corporate Bonds - continued

Principal Amount

Value

Nonconvertible Bonds - continued

Technology - continued

Freescale Semiconductor, Inc.: - continued

10.125% 12/15/16 (c)

$ 5,360,000

$ 5,038,400

Hynix Semiconductor, Inc. 7.875% 6/27/17 (c)

1,660,000

1,637,175

IKON Office Solutions, Inc. 7.75% 9/15/15

3,560,000

3,577,800

Lucent Technologies, Inc.:

6.45% 3/15/29

2,415,000

2,088,975

6.5% 1/15/28

2,915,000

2,550,625

Nortel Networks Corp.:

9.6056% 7/15/11 (c)(d)

3,340,000

3,548,750

10.125% 7/15/13 (c)

3,825,000

4,102,313

NXP BV:

7.875% 10/15/14

2,850,000

2,785,875

8.1056% 10/15/13 (d)

2,595,000

2,556,075

9.5% 10/15/15

4,930,000

4,856,050

Xerox Capital Trust I 8% 2/1/27

4,400,000

4,466,000

48,670,777

Telecommunications - 7.8%

Digicel Group Ltd.:

8.875% 1/15/15 (c)

4,130,000

4,042,238

9.125% 1/15/15 pay-in-kind (c)

1,780,000

1,755,525

Digicel Ltd. 9.25% 9/1/12 (c)

4,605,000

4,841,006

Intelsat Ltd.:

6.5% 11/1/13

6,510,000

5,289,375

7.625% 4/15/12

6,270,000

5,674,350

9.25% 6/15/16

3,790,000

4,007,925

Level 3 Financing, Inc.:

8.75% 2/15/17 (c)

5,135,000

5,064,394

9.15% 2/15/15 (c)(d)

4,990,000

4,965,050

9.25% 11/1/14

11,140,000

11,181,775

12.25% 3/15/13

5,435,000

6,223,075

MetroPCS Wireless, Inc.:

9.25% 11/1/14 (c)

2,570,000

2,647,100

9.25% 11/1/14 (c)

4,510,000

4,645,300

Mobile Telesystems Finance SA 8% 1/28/12 (c)

2,608,000

2,689,630

Orascom Telecom Finance SCA 7.875% 2/8/14 (c)

3,590,000

3,475,551

PanAmSat Corp. 9% 8/15/14

2,374,000

2,474,895

Qwest Corp.:

6.5% 6/1/17 (c)

4,590,000

4,417,875

7.5% 10/1/14

3,840,000

3,926,400

8.61% 6/15/13 (d)

7,630,000

8,354,850

Rural Cellular Corp. 8.36% 6/1/13 (c)(d)

3,010,000

2,994,950

U.S. West Communications:

6.875% 9/15/33

2,535,000

2,382,900

7.5% 6/15/23

4,335,000

4,313,325

Principal Amount

Value

Windstream Corp.:

8.125% 8/1/13

$ 1,350,000

$ 1,412,438

8.625% 8/1/16

2,565,000

2,706,075

99,486,002

Textiles & Apparel - 0.6%

Hanesbrands, Inc. 8.735% 12/15/14 (c)(d)

2,720,000

2,740,400

Levi Strauss & Co. 8.875% 4/1/16

5,165,000

5,294,125

8,034,525

TOTAL NONCONVERTIBLE BONDS

1,080,450,825

TOTAL CORPORATE BONDS

(Cost $1,079,809,164)

1,085,758,995

Commercial Mortgage Securities - 0.0%

LB Multi-family Mortgage Trust Series 1991-4 Class A1, 7.2305% 4/25/21 (c)(d)
(Cost $140,120)

181,255

163,130

Common Stocks - 0.4%

Shares

Air Transportation - 0.4%

Delta Air Lines, Inc. (a)

251,576

4,956,047

Textiles & Apparel - 0.0%

Arena Brands Holding Corp.
Class B (a)(e)

48,889

356,401

TOTAL COMMON STOCKS

(Cost $7,950,980)

5,312,448

Preferred Stocks - 0.8%

Convertible Preferred Stocks - 0.4%

Electric Utilities - 0.1%

AES Trust III 6.75%

20,800

1,028,352

Energy - 0.3%

El Paso Corp. 4.99%

3,000

4,381,770

TOTAL CONVERTIBLE PREFERRED STOCKS

5,410,122

Nonconvertible Preferred Stocks - 0.4%

Telecommunications - 0.4%

Rural Cellular Corp. 12.25% pay-in-kind

3,862

4,711,640

TOTAL PREFERRED STOCKS

(Cost $9,704,754)

10,121,762

Floating Rate Loans - 10.7%

Principal Amount

Value

Air Transportation - 0.6%

United Air Lines, Inc. Tranche B, term loan 7.375% 2/1/14 (d)

$ 7,760,000

$ 7,701,800

Automotive - 1.6%

Federal-Mogul Corp. term loan 7.07% 12/31/07 (d)

3,060,000

3,063,825

Ford Motor Co. term loan 8.36% 12/15/13 (d)

14,696,150

14,714,520

Navistar International Corp.:

term loan 8.6099% 1/19/12 (d)

1,965,333

1,975,160

Credit-Linked Deposit 8.5907% 1/19/12 (d)

714,667

718,240

20,471,745

Cable TV - 1.7%

Charter Communications Operating LLC Tranche B 1LN, term loan 7.36% 3/6/14 (d)

7,620,000

7,543,800

CSC Holdings, Inc. Tranche B, term loan 7.07% 3/29/13 (d)

4,900,500

4,894,374

Insight Midwest Holdings LLC Tranche B, term loan 7.35% 4/6/14 (d)

4,830,000

4,836,038

Univision Communications, Inc.:

Tranche 1LN, term loan 7.605% 9/29/14 (d)

3,983,893

3,904,215

Tranche DD 1LN, term loan 9/29/14 (d)(f)

256,107

250,985

21,429,412

Capital Goods - 0.3%

Dresser, Inc.:

Tranche 2LN, term loan 11.11% 5/4/15 pay-in-kind (d)

3,250,000

3,290,625

Tranche B 1LN, term loan 7.86% 5/4/14 (d)

430,000

430,000

3,720,625

Diversified Financial Services - 0.4%

LPL Investment Holdings, Inc. Tranche D, term loan 7.35% 6/28/13 (d)

4,967,051

4,967,051

Electric Utilities - 0.9%

Ashmore Energy International:

Revolving Credit-Linked Deposit 8.35% 3/30/12 (d)

659,006

659,829

term loan 8.36% 3/30/14 (d)

5,020,994

5,027,271

NRG Energy, Inc.:

term loan:

6/8/14 (d)(f)

545,018

542,293

7.07% 2/1/13 (d)

3,742,081

3,737,403

7.07% 2/1/13 (d)

1,553,523

1,551,581

11,518,377

Energy - 1.3%

Kinder Morgan, Inc. Tranche B, term loan 6.82% 5/30/14 (d)

9,230,000

9,230,000

Principal Amount

Value

Petroleum Geo-Services ASA term loan 7.11% 6/28/15 (d)

$ 2,900,000

$ 2,900,000

Sandridge Energy, Inc. term loan:

8.625% 4/1/15

3,550,000

3,625,438

8.985% 4/1/14 (d)

660,000

670,725

16,426,163

Entertainment/Film - 0.3%

Zuffa LLC term loan 7.375% 6/20/15 (d)

4,160,000

4,139,200

Food/Beverage/Tobacco - 0.1%

Pierre Foods, Inc. Tranche B, term loan 7.57% 6/30/10 (d)

825,455

827,518

Healthcare - 0.7%

Community Health Systems, Inc.:

term loan 7.57% 6/28/14 (d)

5,009,606

5,009,606

Tranche DD, term loan 6/28/14 (d)(f)

330,394

330,394

Inverness Medical Innovations, Inc. Tranche 2LN, term loan 11.5% 6/26/15 (d)

1,450,000

1,450,000

Stiefel Laboratories, Inc. term loan 10.355% 6/28/14 (d)

2,220,000

2,242,200

9,032,200

Metals/Mining - 0.1%

Freeport-McMoRan Copper & Gold, Inc. Tranche B, term loan 9% 3/19/14 (d)

1,855,467

1,853,147

Paper - 0.4%

Georgia-Pacific Corp. Tranche B1, term loan 7.11% 12/23/12 (d)

5,665,870

5,665,870

Services - 0.9%

Adesa, Inc. term loan 7.61% 10/20/13 (d)

5,850,000

5,850,000

NES Rentals Holdings, Inc. Tranche 2, term loan 12.125% 7/20/13 (d)

3,943,252

4,002,401

Penhall International Corp. term loan 12.8238% 4/1/12 (d)

2,080,000

2,111,200

11,963,601

Technology - 0.5%

Kronos, Inc.:

Tranche 1LN, term loan 7.61% 6/11/14 (d)

3,300,000

3,287,625

Tranche 2LN, term loan 11.11% 6/11/15 (d)

3,190,000

3,158,100

6,445,725

Telecommunications - 0.7%

Digicel International Finance Ltd. term loan 7.875% 3/30/12 (d)

6,240,000

6,247,800

Level 3 Communications, Inc. term loan 7.605% 3/13/14 (d)

2,500,000

2,496,875

8,744,675

Floating Rate Loans - continued

Principal Amount

Value

Textiles & Apparel - 0.2%

Levi Strauss & Co. term loan 7.57% 4/4/14 (d)

$ 2,310,000

$ 2,275,350

TOTAL FLOATING RATE LOANS

(Cost $137,107,006)

137,182,459

Cash Equivalents - 0.2%

Maturity Amount

Investments in repurchase agreements in a joint trading account at 4.32%, dated 6/29/07 due 7/2/07 (Collateralized by U.S. Treasury Obligations) #
(Cost $2,146,000)

2,146,772

2,146,000

TOTAL INVESTMENT PORTFOLIO - 97.3%

(Cost $1,236,858,024)

1,240,684,794

NET OTHER ASSETS - 2.7%

33,884,345

NET ASSETS - 100%

$ 1,274,569,139

Legend

(a) Non-income producing

(b) Security 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.

(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 end of the period, the value of these securities amounted to $321,328,808 or 25.2% of net assets.

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

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $356,401 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Arena Brands Holding Corp. Class B

6/18/97

$ 1,974,627

(f) Position or a portion of the position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $1,131,519 and $1,123,672, respectively. The coupon rate will be determined at time of settlement.

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$2,146,000 due 7/02/07 at 4.32%

Banc of America Securities LLC

$ 404,421

Bear Stearns & Co., Inc.

943,355

Lehman Brothers, Inc.

798,224

$ 2,146,000

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 1,050,457

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

United States of America

85.7%

Bermuda

4.3%

Canada

3.1%

Marshall Islands

1.3%

United Kingdom

1.2%

Luxembourg

1.0%

Others (individually less than 1%)

3.4%

100.0%

Income Tax Information

At December 31, 2006, the fund had a capital loss carryforward of approximately $1,110,768,989 of which $249,734,104, $772,554,243 and $88,480,642 will expire on December 31, 2008, 2009 and 2010, respectively.

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

VIP High Income Portfolio

VIP High Income Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (including repurchase agreements of $2,146,000) - See accompanying schedule:

Unaffiliated issuers (cost $1,236,858,024)

$ 1,240,684,794

Cash

4,802,621

Receivable for investments sold

47,165,755

Receivable for fund shares sold

1,993,500

Interest receivable

21,134,262

Distributions receivable from Fidelity Central Funds

55,783

Prepaid expenses

2,922

Total assets

1,315,839,637

Liabilities

Payable for investments purchased

$ 31,100,742

Payable for fund shares redeemed

3,559,697

Accrued management fee

602,078

Distribution fees payable

41,286

Notes payable

5,732,000

Other affiliated payables

113,883

Other payables and accrued expenses

120,812

Total liabilities

41,270,498

Net Assets

$ 1,274,569,139

Net Assets consist of:

Paid in capital

$ 2,308,601,656

Undistributed net investment income

54,638,020

Accumulated undistributed net realized gain (loss) on investments

(1,092,497,307)

Net unrealized appreciation (depreciation) on investments

3,826,770

Net Assets

$ 1,274,569,139

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($830,650,691 ÷ 126,991,390 shares)

$ 6.54

Service Class:
Net Asset Value, offering price and redemption price per share ($219,198,206 ÷ 33,683,393 shares)

$ 6.51

Service Class 2:
Net Asset Value, offering price and redemption price per share ($101,026,429 ÷ 15,712,449 shares)

$ 6.43

Initial Class R:
Net Asset Value, offering price and redemption price per share ($11,097,060 ÷ 1,699,955 shares)

$ 6.53

Service Class R:
Net Asset Value, offering price and redemption price per share ($20,394,512 ÷ 3,138,306 shares)

$ 6.50

Service Class 2R:
Net Asset Value, offering price and redemption price per share ($1,082,623 ÷ 168,295 shares)

$ 6.43

Investor Class:
Net Asset Value, offering price and redemption price per share ($91,119,618 ÷ 13,962,944 shares)

$ 6.53

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

Semiannual Report

VIP High Income Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Dividends

$ 495,275

Interest

54,414,102

Income from Fidelity Central Funds

1,050,457

Total income

55,959,834

Expenses

Management fee

$ 3,877,172

Transfer agent fees

506,602

Distribution fees

275,176

Accounting fees and expenses

234,320

Custodian fees and expenses

15,668

Independent trustees' compensation

2,217

Audit

44,430

Legal

2,672

Interest

11,439

Miscellaneous

(13,619)

Total expenses before reductions

4,956,077

Expense reductions

(7,859)

4,948,218

Net investment income

51,011,616

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

18,080,551

Change in net unrealized appreciation (depreciation) on investment securities

(27,319,086)

Net gain (loss)

(9,238,535)

Net increase (decrease) in net assets resulting from operations

$ 41,773,081

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 51,011,616

$ 101,953,049

Net realized gain (loss)

18,080,551

19,571,030

Change in net unrealized appreciation (depreciation)

(27,319,086)

25,541,215

Net increase (decrease) in net assets resulting from operations

41,773,081

147,065,294

Distributions to shareholders from net investment income

-

(103,253,559)

Share transactions - net increase (decrease)

(156,230,036)

(158,550,860)

Redemption fees

13,773

-

Total increase (decrease) in net assets

(114,443,182)

(114,739,125)

Net Assets

Beginning of period

1,389,012,321

1,503,751,446

End of period (including undistributed net investment income of $54,638,020 and undistributed net investment income of $3,860,284, respectively)

$ 1,274,569,139

$ 1,389,012,321

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

VIP High Income Portfolio

Financial Highlights - Initial Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 6.35

$ 6.17

$ 7.00

$ 6.95

$ 5.93

$ 6.41

Income from Investment Operations

Net investment income E

.243

.476

.457

.494

.520

.496 I

Net realized and unrealized gain (loss)

(.053)

.216

(.281)

.126

.980

(.306) I

Total from investment operations

.190

.692

.176

.620

1.500

.190

Distributions from net investment income

-

(.512)

(1.006)

(.570)

(.480)

(.670)

Redemption fees added to paid in capitalE

-J

-

-

-

-

-

Net asset value, end of period

$ 6.54

$ 6.35

$ 6.17

$ 7.00

$ 6.95

$ 5.93

Total Return B, C, D

2.99%

11.24%

2.70%

9.59%

27.26%

3.44%

Ratios to Average Net Assets F, H

Expenses before reductions

.68% A

.71%

.70%

.71%

.69%

.70%

Expenses net of fee waivers, if any

.68%A

.71%

.70%

.71%

.69%

.70%

Expenses net of all reductions

.68%A

.71%

.70%

.71%

.69%

.70%

Net investment income

7.50%A

7.40%

6.98%

7.43%

8.25%

8.65% I

Supplemental Data

Net assets, end of period (000 omitted)

$ 830,651

$ 922,565

$ 1,080,002

$ 1,371,736

$ 1,593,714

$ 1,145,562

Portfolio turnover rate G

78%A

65%

95%

128%

130%

96%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended December 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income (loss) of $.017 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income (loss) to average net assets decreased from 8.95% to 8.65%. The reclassification has no impact on the net assets of the Fund. J Amount represents less than $.01 per share.

Financial Highlights - Service Class

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 6.32

$ 6.14

$ 6.97

$ 6.92

$ 5.91

$ 6.38

Income from Investment Operations

Net investment income E

.239

.467

.448

.486

.513

.488 I

Net realized and unrealized gain (loss)

(.049)

.218

(.283)

.124

.967

(.288) I

Total from investment operations

.190

.685

.165

.610

1.480

.200

Distributions from net investment income

-

(.505)

(.995)

(.560)

(.470)

(.670)

Redemption fees added to paid in capitalE

-J

-

-

-

-

-

Net asset value, end of period

$ 6.51

$ 6.32

$ 6.14

$ 6.97

$ 6.92

$ 5.91

Total Return B, C, D

3.01%

11.18%

2.52%

9.47%

26.97%

3.62%

Ratios to Average Net Assets F, H

Expenses before reductions

.78% A

.81%

.80%

.81%

.79%

.80%

Expenses net of fee waivers, if any

.78% A

.81%

.80%

.81%

.79%

.80%

Expenses net of all reductions

.78% A

.81%

.80%

.81%

.79%

.80%

Net investment income

7.40% A

7.30%

6.88%

7.33%

8.15%

8.55% I

Supplemental Data

Net assets, end of period (000 omitted)

$ 219,198

$ 277,546

$ 319,380

$ 377,122

$ 417,928

$ 260,489

Portfolio turnover rate G

78% A

65%

95%

128%

130%

96%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended December 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income (loss) of $.017 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income (loss) to average net assets decreased from 8.85% to 8.55%. The reclassification has no impact on the net assets of the Fund. J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 6.25

$ 6.08

$ 6.91

$ 6.87

$ 5.87

$ 6.36

Income from Investment Operations

Net investment income E

.231

.453

.433

.470

.501

.472 I

Net realized and unrealized gain (loss)

(.051)

.216

(.284)

.130

.959

(.292) I

Total from investment operations

.180

.669

.149

.600

1.460

.180

Distributions from net investment income

-

(.499)

(.979)

(.560)

(.460)

(.670)

Redemption fees added to paid in capitalE

-J

-

-

-

-

-

Net asset value, end of period

$ 6.43

$ 6.25

$ 6.08

$ 6.91

$ 6.87

$ 5.87

Total Return B, C, D

2.88%

11.02%

2.31%

9.38%

26.75%

3.30%

Ratios to Average Net Assets F, H

Expenses before reductions

.93% A

.97%

.95%

.97%

.95%

.97%

Expenses net of fee waivers, if any

.93% A

.97%

.95%

.97%

.95%

.97%

Expenses net of all reductions

.93% A

.97%

.95%

.97%

.95%

.97%

Net investment income

7.25% A

7.14%

6.72%

7.17%

7.99%

8.38% I

Supplemental Data

Net assets, end of period (000 omitted)

$ 101,026

$ 110,503

$ 86,757

$ 94,246

$ 76,383

$ 32,499

Portfolio turnover rate G

78% A

65%

95%

128%

130%

96%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the year ended December 31, 2002 have been reclassified from what was previously reported. The impact of this change was a decrease to net investment income (loss) of $.017 per share with a corresponding increase to net realized and unrealized gain (loss) per share. The ratio of net investment income (loss) to average net assets decreased from 8.68% to 8.38%. The reclassification has no impact on the net assets of the Fund. J Amount represents less than $.01 per share.

Financial Highlights - Initial Class R

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 6.34

$ 6.16

$ 7.00

$ 6.47

Income from Investment Operations

Net investment income E

.235

.475

.455

.338

Net realized and unrealized gain (loss)

(.045)

.218

(.288)

.192

Total from investment operations

.190

.693

.167

.530

Distributions from net investment income

-

(.513)

(1.007)

-

Redemption fees added to paid in capitalE

-J

-

-

-

Net asset value, end of period

$ 6.53

$ 6.34

$ 6.16

$ 7.00

Total Return B, C, D

3.00%

11.27%

2.55%

8.19%

Ratios to Average Net Assets F, I

Expenses before reductions

.68% A

.71%

.70%

.71% A

Expenses net of fee waivers, if any

.68% A

.71%

.70%

.71% A

Expenses net of all reductions

.68% A

.71%

.70%

.71% A

Net investment income

7.49% A

7.39%

6.98%

7.16% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 11,097

$ 93

$ 83

$ 81

Portfolio turnover rate G

78% A

65%

95%

128%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period April 14, 2004 (commencement of sale of shares) to December 31, 2004. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

VIP High Income Portfolio

Financial Highlights - Service Class R

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 6.32

$ 6.14

$ 6.97

$ 6.45

Income from Investment Operations

Net investment income E

.232

.467

.447

.332

Net realized and unrealized gain (loss)

(.052)

.219

(.282)

.188

Total from investment operations

.180

.686

.165

.520

Distributions from net investment income

-

(.506)

(.995)

-

Redemption fees added to paid in capitalE

-J

-

-

-

Net asset value, end of period

$ 6.50

$ 6.32

$ 6.14

$ 6.97

Total Return B, C, D

2.85%

11.19%

2.53%

8.06%

Ratios to Average Net Assets F, I

Expenses before reductions

.79% A

.81%

.80%

.81% A

Expenses net of fee waivers, if any

.79% A

.81%

.80%

.81% A

Expenses net of all reductions

.79% A

.81%

.80%

.81% A

Net investment income

7.39% A

7.30%

6.88%

7.05% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 20,395

$ 92

$ 83

$ 81

Portfolio turnover rate G

78% A

65%

95%

128%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period April 14, 2004 (commencement of sale of shares) to December 31, 2004. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

Financial Highlights - Service Class 2R

Six months ended June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004 H

Selected Per-Share Data

Net asset value, beginning of period

$ 6.25

$ 6.08

$ 6.91

$ 6.40

Income from Investment Operations

Net investment income E

.223

.453

.433

.322

Net realized and unrealized gain (loss)

(.043)

.214

(.282)

.188

Total from investment operations

.180

.667

.151

.510

Distributions from net investment income

-

(.497)

(.981)

-

Redemption fees added to paid in capitalE

-J

-

-

-

Net asset value, end of period

$ 6.43

$ 6.25

$ 6.08

$ 6.91

Total Return B, C, D

2.88%

10.99%

2.33%

7.97%

Ratios to Average Net AssetsF, I

Expenses before reductions

.96%A

.96%

.94%

.96% A

Expenses net of fee waivers, if any

.96%A

.96%

.94%

.96%A

Expenses net of all reductions

.96%A

.96%

.94%

.96%A

Net investment income

7.21%A

7.14%

6.73%

6.90%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,083

$ 92

$ 83

$ 81

Portfolio turnover rate G

78%A

65%

95%

128%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period April 14, 2004 (commencement of sale of shares) to December 31, 2004. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Investor Class

Six months ended June 30, 207

Years ended December 31,

(Unaudited)

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 6.34

$ 6.16

$ 6.54

Income from Investment Operations

Net investment income E

.239

.471

.193

Net realized and unrealized gain (loss)

(.049)

.220

(.089)

Total from investment operations

.190

.691

.104

Distributions from net investment income

-

(.511)

(.484)

Redemption fees added to paid in capitalE

-J

-

-

Net asset value, end of period

$ 6.53

$ 6.34

$ 6.16

Total Return B, C, D

3.00%

11.24%

1.60%

Ratios to Average Net Assets F, I

Expenses before reductions

.75% A

.80%

.82%A

Expenses net of fee waivers, if any

.75%A

.80%

.82%A

Expenses net of all reductions

.75%A

.79%

.82%A

Net investment income

7.42%A

7.31%

6.86%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 91,120

$ 78,122

$ 17,363

Portfolio turnover rate G

78%A

65%

95%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

VIP High Income Portfolio

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

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

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued and net asset value per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. The frequency of when fair value pricing is used is unpredictable. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and capital gain distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. The Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, remains subject to examination by the Internal Revenue Service.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to market discount, capital loss carryforwards, and losses deferred due to wash sales.

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

Unrealized appreciation

$ 25,077,369

Unrealized depreciation

(19,913,489)

Net unrealized appreciation (depreciation)

$ 5,163,880

Cost for federal income tax purposes

$ 1,235,520,914

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

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

4. Operating Policies.

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

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 at the end of the Fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. The Fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, 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. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

VIP High Income Portfolio

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $513,276,530 and $585,625,197, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .12% 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 .57% of the Fund's average net assets.

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

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

Service Class

$ 131,094

Service Class 2

141,331

Service Class R

2,361

Service Class 2 R

390

$ 275,176

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class with the exception of Investor Class pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of their month end net assets. Investor Class pays a monthly asset-based transfer agent fee of .14% of its month end net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 309,839

Service Class

87,980

Service Class 2

40,446

Initial Class R

755

Service Class R

1,557

Service Class 2R

102

Investor Class

65,923

$ 506,602

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

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 affiliated funds. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 8,448,667

5.42%

$ 11,439

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $1,697 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Expense Reductions.

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 expense by $7,545 .

9. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 27% of the total outstanding shares of the Fund and two otherwise unaffiliated shareholders were the owners of record of 45% of the total outstanding shares of the Fund.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2007

Year ended
December 31,
2006

From net investment income

Initial Class

$ -

$ 68,637,194

Service Class

-

20,731,877

Service Class 2

-

8,160,312

Initial Class R

-

6,935

Service Class R

-

6,854

Service Class 2R

-

6,779

Investor Class

-

5,703,608

Total

$ -

$ 103,253,559

11. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended June 30,
2007

Year ended
December 31,
2006

Six months ended June 30,
2007

Year ended
December 31,
2006

Initial Class

Shares sold

7,103,210

20,391,924

$ 46,302,933

$ 130,862,386

Reinvestment of distributions

-

10,827,982

-

68,637,194

Shares redeemed

(25,433,669)

(60,996,323)

(166,024,433)

(389,548,495)

Net increase (decrease)

(18,330,459)

(29,776,417)

$ (119,721,500)

$ (190,048,915)

VIP High Income Portfolio

11. Share Transactions - continued

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended June 30,
2007

Year ended
December 31,
2006

Six months ended
June 30,
2007

Year ended
December 31,
2006

Service Class

Shares sold

5,542,174

15,758,056

$ 35,927,682

$ 100,943,180

Reinvestment of distributions

-

3,286,143

-

20,731,877

Shares redeemed

(15,782,498)

(27,123,963)

(102,732,898)

(172,895,592)

Net increase (decrease)

(10,240,324)

(8,079,764)

$ (66,805,216)

$ (51,220,535)

Service Class 2

Shares sold

3,619,734

8,956,747

$ 23,229,499

$ 56,663,410

Reinvestment of distributions

-

1,307,892

-

8,160,311

Shares redeemed

(5,593,027)

(6,845,198)

(36,082,371)

(43,209,500)

Net increase (decrease)

(1,973,293)

3,419,441

$ (12,852,872)

$ 21,614,221

Initial Class R

Shares sold

1,727,851

-

$ 11,381,091

$ -

Reinvestment of distributions

-

1,095

-

6,935

Shares redeemed

(42,500)

-

(278,654)

-

Net increase (decrease)

1,685,351

1,095

$ 11,102,437

$ 6,935

Service Class R

Shares sold

3,265,269

-

$ 21,459,336

$ -

Reinvestment of distributions

-

1,087

-

6,854

Shares redeemed

(141,584)

-

(928,503)

-

Net increase (decrease)

3,123,685

1,087

$ 20,530,833

$ 6,854

Service Class 2R

Shares sold

168,743

-

$ 1,096,750

$ -

Reinvestment of distributions

-

1,087

-

6,779

Shares redeemed

(15,164)

-

(98,480)

-

Net increase (decrease)

153,579

1,087

$ 998,270

$ 6,779

Investor Class

Shares sold

5,337,932

10,403,901

$ 34,744,491

$ 66,865,919

Reinvestment of distributions

-

901,089

-

5,703,608

Shares redeemed

(3,703,352)

(1,794,789)

(24,226,479)

(11,485,726)

Net increase (decrease)

1,634,580

9,510,201

$ 10,518,012

$ 61,083,801

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

VIP High Income Portfolio

Each year, typically in June, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Fixed-Income Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its June 2007 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. The Board also approved amendments to the fund's agreements with foreign sub-advisers to clarify that each sub-adviser provides services as an independent contractor.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the background of the fund's portfolio manager and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services. The Board also considered that Fidelity voluntarily pays for market data out of its own resources. The Board also considered the agreement reached between the Independent Trustees and Fidelity in December 2006 following an independent review of matters relating to receipt of travel, entertainment, gifts and gratuities in violation of Fidelity policies.

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

VIP High Income Portfolio

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. The Board noted that, since the last Advisory Contract renewals in June 2006, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) contractually agreeing to reduce the management fee on Fidelity Advisor Floating Rate High Income Fund; (iii) contractually agreeing to reduce the management fees on Fidelity's California, Massachusetts, New Jersey, and New York AMT Tax-Free Money Market Funds, launching new Institutional Classes and Service Classes of these funds, and contractually agreeing to impose expense limitations on these funds; (iv) eliminating the exchange fee on the Fidelity Select Portfolios and reducing the pricing and bookkeeping fee rates for these funds; (v) reducing the maximum transfer agency fee rates on high income funds and certain equity funds; (vi) proposing amended management contracts that, if approved by shareholders, will add a performance adjustment component to the management fees paid by 18 Fidelity Advisor equity funds; (vii) contractually agreeing to reduce fees for Ultra-Short Central Fund and the money market Central Funds; (viii) waiving the Fidelity Advisor funds' contingent deferred sales charge on certain redemptions made through systematic withdrawal programs; and (ix) amending the management contracts for equity and fixed-income funds whose management contracts incorporate a "group fee" structure by adding four new fee "breakpoints" to the group fee rate schedules.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2006, the cumulative total returns of Initial Class and Service Class 2 of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Initial Class and Service Class 2 show the performance of the highest and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

VIP High Income Portfolio

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Initial Class of the fund was in the first quartile for the one- and five-year periods and the second quartile for the three-year period. The Board also stated that the relative investment performance of Initial Class of the fund compared favorably to its benchmark for the one- and five-year periods, although the fund's three-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 26% means that 74% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

VIP High Income Portfolio

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2006. Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each of Initial Class, Initial Class R, Investor Class, Service Class, and Service Class R ranked below its competitive median for 2006, and the total expenses of each of Service Class 2 and Service Class 2 R ranked above its competitive median for 2006. The Board noted that the fund offers multiple classes, each of which has a different 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

VIP High Income Portfolio

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of the results of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. In connection with the renewal of the fund's management contract, the Board approved amendments to the fund's management contract that added four new fee breakpoints to the group fee rate schedule for assets under FMR's management above $1,386 billion. The Board considered that the group fee rate declines under both the present and amended schedules, but that under the amended schedule, the group fee rate declines faster as assets under FMR's management exceed $1,386 billion. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on several topics, including (i) Fidelity's fund profitability methodology, profitability by investment discipline, and profitability trends within certain funds; (ii) Fidelity's compensation structure relative to competitors and its effect on profitability; (iii) funds and accounts managed by Fidelity other than the Fidelity funds, including fee arrangements; (iv) the total expenses of certain funds and classes relative to competitors; (v) fund performance trends; (vi) fall-out benefits received by certain Fidelity affiliates; and (vii) Fidelity's fee structures.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Semiannual Report

VIP High Income Portfolio

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York
New York, NY

VIPHIR-SANN-0807
1.833449.101

Fidelity® Variable Insurance Products:

Overseas Portfolio

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP Overseas Portfolio

VIP Overseas Portfolio

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2007 to June 30, 2007).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period*
January 1, 2007
to June 30, 2007

Initial Class

Actual

$ 1,000.00

$ 1,130.60

$ 4.49

HypotheticalA

$ 1,000.00

$ 1,020.58

$ 4.26

Service Class

Actual

$ 1,000.00

$ 1,129.60

$ 5.02

HypotheticalA

$ 1,000.00

$ 1,020.08

$ 4.76

Service Class 2

Actual

$ 1,000.00

$ 1,129.00

$ 5.81

HypotheticalA

$ 1,000.00

$ 1,019.34

$ 5.51

Initial Class R

Actual

$ 1,000.00

$ 1,130.40

$ 4.49

HypotheticalA

$ 1,000.00

$ 1,020.58

$ 4.26

Service Class R

Actual

$ 1,000.00

$ 1,129.80

$ 5.02

HypotheticalA

$ 1,000.00

$ 1,020.08

$ 4.76

Service Class 2R

Actual

$ 1,000.00

$ 1,128.90

$ 5.81

HypotheticalA

$ 1,000.00

$ 1,019.34

$ 5.51

Investor Class R

Actual

$ 1,000.00

$ 1,129.80

$ 5.12

HypotheticalA

$ 1,000.00

$ 1,019.98

$ 4.86

A 5% return per year before expenses

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

Semiannual Report

VIP Overseas Portfolio
Shareholder Expense Example - contined

Annualized
Expense Ratio

Initial Class

.85%

Service Class

.95%

Service Class 2

1.10%

Initial Class R

.85%

Service Class R

.95%

Service Class 2R

1.10%

Investor Class R

.97%

VIP Overseas Portfolio

VIP Overseas Portfolio

Investment Changes

Geographic Diversification (% of fund's net assets)

As of June 30, 2007

United Kingdom

19.9%

Japan

17.4%

France

13.1%

Germany

12.7%

Switzerland

6.2%

Australia

6.1%

Netherlands

4.0%

Italy

3.5%

United States of America

1.9%

Other

15.2%

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

As of December 31, 2006

United Kingdom

21.1%

Japan

16.4%

France

12.2%

Germany

10.1%

Switzerland

8.6%

Australia

4.8%

United States of America

4.0%

Italy

3.6%

Spain

3.3%

Other

15.9%

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

Asset Allocation

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.9

96.7

Short-Term Investments and Net Other Assets

1.1

3.3

Top Ten Stocks as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Alstom SA (France, Electrical Equipment)

1.8

1.2

Toyota Motor Corp. (Japan, Automobiles)

1.7

2.0

Siemens AG sponsored ADR (Germany, Industrial Conglomerates)

1.7

0.9

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.4

1.3

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

1.4

2.3

ABB Ltd. (Reg.) (Switzerland, Electrical Equipment)

1.4

1.2

E.ON AG (Germany, Electric Utilities)

1.3

1.4

Nintendo Co. Ltd. (Japan, Software)

1.3

1.4

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

1.2

1.4

Man Group plc (United Kingdom, Capital Markets)

1.1

0.9

14.3

Market Sectors as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.0

28.7

Industrials

13.8

9.5

Consumer Discretionary

12.6

14.8

Consumer Staples

8.8

8.1

Energy

7.8

8.2

Materials

7.4

4.1

Information Technology

7.0

8.0

Utilities

5.7

4.7

Health Care

5.2

6.0

Telecommunication Services

4.6

4.6

Semiannual Report

VIP Overseas Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.5%

Shares

Value

Argentina - 0.4%

Cresud S.A.C.I.F. y A. sponsored ADR (d)

599,600

$ 12,825,444

Australia - 6.1%

AMP Ltd.

859,100

7,372,155

Australian Wealth Management Ltd.

2,494,900

5,627,364

Babcock & Brown Japan Property Trust

2,867,800

4,304,199

Babcock & Brown Ltd.

200,800

5,462,209

Babcock & Brown Wind Partners

4,714,700

7,795,768

BHP Billiton Ltd.

855,200

25,549,100

Commonwealth Bank of Australia

412,100

19,306,571

Computershare Ltd.

1,733,600

16,596,369

CSL Ltd.

532,800

39,757,323

Energy Resources of Australia Ltd.

234,200

3,808,954

Gunns Ltd.

1,497,600

4,152,540

Macquarie Bank Ltd.

212,500

15,316,097

National Australia Bank Ltd.

834,500

29,026,338

Rio Tinto Ltd.

79,200

6,634,503

Seek Ltd.

593,800

3,715,924

Silex Systems Ltd. (a)

554,400

5,871,592

Westfield Group:

unit

653,200

11,055,464

unit (e)

56,800

935,336

WorleyParsons Ltd.

236,518

6,818,885

TOTAL AUSTRALIA

219,106,691

Austria - 0.3%

OMV AG

165,800

11,105,245

Belgium - 0.7%

Hamon & Compagnie International SA (a)

73,974

4,475,204

InBev SA

205,800

16,385,903

KBC Groupe SA

26,700

3,614,301

TOTAL BELGIUM

24,475,408

Bermuda - 0.2%

Aquarius Platinum Ltd. (United Kingdom)

174,800

5,489,888

Clear Media Ltd. (a)

249,000

270,680

TOTAL BERMUDA

5,760,568

Brazil - 0.3%

Vivo Participacoes SA (PN) sponsored ADR

1,938,000

9,709,380

British Virgin Islands - 0.1%

Indochina Capital Vietnam Holdings Ltd.

271,800

2,508,714

Canada - 0.7%

Cameco Corp. (d)

531,400

26,937,902

Czech Republic - 0.4%

Ceske Energeticke Zavody AS

286,700

14,784,191

Denmark - 1.5%

Novo Nordisk AS Series B

143,800

15,691,267

Shares

Value

Novozymes AS Series B

144,000

$ 16,760,630

Vestas Wind Systems AS (a)

357,800

23,685,884

TOTAL DENMARK

56,137,781

Finland - 1.4%

Cargotec Corp. (B Shares)

83,820

5,180,896

Fortum Oyj

216,800

6,804,343

Neste Oil Oyj

287,500

11,334,556

Nokia Corp. sponsored ADR

734,700

20,652,417

UPM-Kymmene Corp. sponsored ADR

248,800

6,110,528

TOTAL FINLAND

50,082,740

France - 13.1%

Alstom SA (d)

385,400

64,793,193

AXA SA

247,415

10,648,742

BNP Paribas SA

212,302

25,388,437

Bouygues SA

173,500

14,603,139

Cap Gemini SA

332,500

24,466,799

Carrefour SA

188,100

13,273,516

CNP Assurances

98,000

12,593,522

Electricite de France

186,600

20,274,268

France Telecom SA

106,661

2,931,044

Gaz de France (d)

141,600

7,184,638

Groupe Danone (d)

233,600

18,975,577

L'Air Liquide SA

148,580

19,594,031

L'Oreal SA

170,595

20,087,561

Michelin SA (Compagnie Generale des Etablissements) Series B

89,300

12,551,168

Neopost SA

49,500

7,269,443

Pinault Printemps-Redoute SA

81,600

14,308,275

Remy Cointreau SA

109,300

8,202,531

Renault SA

81,900

13,213,649

Societe Generale Series A

134,610

24,768,240

Sodexho Alliance SA

118,200

8,502,505

Suez SA (France)

345,500

19,868,311

Total SA:

Series B

266,400

21,573,072

sponsored ADR

47,400

3,838,452

Veolia Environnement

473,600

37,195,503

Veolia Environnement rights 6/27/07 (a)

459,800

647,963

Vinci SA

364,800

27,391,603

Vivendi Universal SA

447,100

19,308,905

TOTAL FRANCE

473,454,087

Germany - 12.3%

Aareal Bank AG

169,511

8,855,465

Allianz AG (Reg.)

122,300

28,459,210

BASF AG

34,500

4,509,495

Bayer AG

285,700

21,513,210

Bayerische Motoren Werke AG (BMW)

182,200

11,838,761

Beiersdorf AG

306,100

21,890,330

Commerzbank AG

447,200

21,479,985

DaimlerChrysler AG

146,900

13,507,455

DaimlerChrysler AG (Reg.)

158,400

14,564,880

Common Stocks - continued

Shares

Value

Germany - continued

Deutsche Boerse AG

138,800

$ 15,732,598

Deutsche Postbank AG

101,500

8,938,672

Deutsche Telekom AG sponsored ADR (d)

148,200

2,728,362

Deutz AG (a)

337,063

4,388,462

E.ON AG

287,644

48,013,536

ESCADA AG (a)

241,821

10,620,254

GFK AG

111,269

5,493,577

Henkel KGaA

282,177

13,515,383

Hochtief AG

37,000

4,040,616

IVG Immobilien AG

68,700

2,689,870

Lanxess AG

244,300

13,681,702

MAN AG

63,400

9,160,602

Metro AG

183,400

15,260,170

MLP AG

980,300

18,906,017

MPC Muenchmeyer Petersen Capital AG (d)

50,800

5,214,894

Muenchener Rueckversicherungs-Gesellschaft AG (Reg.)

49,700

9,160,681

Q-Cells AG

89,000

7,731,852

SAP AG sponsored ADR (d)

93,000

4,749,510

SGL Carbon AG (a)

559,300

23,276,416

Siemens AG sponsored ADR

430,400

61,573,024

Wincor Nixdorf AG

152,600

14,209,184

TOTAL GERMANY

445,704,173

Hong Kong - 0.5%

China Overseas Land & Investment Ltd.

3,416,000

5,329,855

China Unicom Ltd.

6,226,000

10,727,398

Dynasty Fine Wines Group Ltd.

8,168,000

3,332,300

TOTAL HONG KONG

19,389,553

India - 0.1%

IVRCL Infrastructures & Projects Ltd.

340,000

3,017,002

Power Finance Corp. Ltd.

11,522

42,051

TOTAL INDIA

3,059,053

Ireland - 0.6%

Allied Irish Banks PLC

432,200

11,876,856

Irish Life & Permanent PLC

399,400

10,102,841

TOTAL IRELAND

21,979,697

Italy - 3.5%

Alleanza Assicurazioni SpA (d)

899,500

11,784,270

Assicurazioni Generali SpA

376,200

15,152,277

Azimut Holdings SpA

518,100

8,913,610

Edison SpA

2,366,800

7,636,493

ENI SpA (d)

698,686

25,274,966

Intesa Sanpaolo SpA

1,556,700

11,650,813

Lottomatica SpA

155,800

6,222,470

Mariella Burani Fashion Group SpA

105,600

3,698,745

Shares

Value

Unicredito Italiano SpA (d)

2,840,000

$ 25,479,596

Unione di Banche Italiane Scpa

438,500

11,185,645

TOTAL ITALY

126,998,885

Japan - 17.4%

Canon, Inc.

555,000

32,545,199

Chugai Pharmaceutical Co. Ltd.

324,900

5,843,240

Daiwa Securities Group, Inc.

1,038,000

11,066,044

Fujifilm Holdings Corp.

294,000

13,118,279

Honda Motor Co. Ltd.

97,400

3,534,646

Ibiden Co. Ltd.

150,600

9,733,485

Japan Tobacco, Inc.

2,097

10,352,192

KDDI Corp.

1,275

9,451,729

Kinden Corp.

661,000

5,742,692

Konica Minolta Holdings, Inc.

646,500

9,548,420

Matsui Securities Co. Ltd. (d)

659,000

5,901,892

Millea Holdings, Inc.

329,580

13,540,717

Mitsubishi Estate Co. Ltd.

863,000

23,473,935

Mitsubishi UFJ Financial Group, Inc.

1,175

12,948,499

Mitsui & Co. Ltd.

384,000

7,654,433

Mitsui Fudosan Co. Ltd.

484,000

13,597,271

Mizuho Financial Group, Inc.

5,147

35,647,863

Murata Manufacturing Co. Ltd.

162,100

12,227,257

Nafco Co. Ltd.

147,900

4,287,130

Namco Bandai Holdings, Inc.

334,100

5,278,975

NGK Insulators Ltd.

227,000

5,584,686

Nidec Corp. (d)

152,100

8,941,247

Nintendo Co. Ltd.

130,800

47,977,438

Nippon Steel Corp.

1,308,000

9,218,447

Nomura Holdings, Inc.

939,300

18,241,205

NSK Ltd.

1,575,000

16,317,797

NTT DoCoMo, Inc.

11,822

18,678,759

Organo Corp.

291,000

5,812,439

ORIX Corp.

70,730

18,635,827

Point, Inc. (d)

125,450

7,445,920

SHIMIZU Corp.

962,000

5,584,849

Sompo Japan Insurance, Inc.

517,000

6,334,467

Sony Corp.

98,600

5,065,082

Sony Corp. sponsored ADR

104,300

5,357,891

Stanley Electric Co. Ltd.

351,500

7,648,749

Sumco Corp.

209,600

10,534,459

Sumitomo Forestry Co. Ltd.

581,000

5,627,907

Sumitomo Metal Industries Ltd.

1,829,000

10,781,536

Sumitomo Mitsui Financial Group, Inc.

1,654

15,444,137

Sumitomo Trust & Banking Co. Ltd.

1,511,600

14,421,321

T&D Holdings, Inc.

368,850

24,947,389

Takeda Pharamaceutical Co. Ltd.

299,100

19,331,243

Tokuyama Corp.

565,000

7,367,570

Tokyo Electric Power Co.

115,000

3,697,629

Toyota Motor Corp.

987,700

62,165,836

USS Co. Ltd.

128,860

8,213,308

Yahoo! Japan Corp.

17,317

5,884,349

Common Stocks - continued

Shares

Value

Japan - continued

Yamaguchi Financial Group, Inc.

369,000

$ 4,503,142

Yamaha Motor Co. Ltd.

161,600

4,697,369

TOTAL JAPAN

629,955,896

Korea (South) - 0.4%

Doosan Heavy Industries & Construction Co. Ltd.

64,150

6,152,180

Samsung Fire & Marine Insurance Co. Ltd.

37,770

7,277,222

TOTAL KOREA (SOUTH)

13,429,402

Luxembourg - 0.3%

SES SA FDR unit

562,747

12,185,949

Malaysia - 0.6%

DiGi.com BHD

1,196,100

7,968,226

Gamuda BHD

5,982,300

13,948,592

TOTAL MALAYSIA

21,916,818

Netherlands - 4.0%

ABN-AMRO Holding NV

306,776

14,087,154

ABN-AMRO Holding NV sponsored ADR

320,440

14,714,605

Arcelor Mittal

71,400

4,455,360

Arcelor Mittal Class A (d)

206,000

12,983,735

Heineken NV (Bearer)

202,900

11,869,650

ING Groep NV (Certificaten Van Aandelen)

82,624

3,632,977

Koninklijke Ahold NV sponsored ADR (a)

1,164,200

14,575,784

Koninklijke Numico NV

219,500

11,446,157

Koninklijke Philips Electronics NV (NY Shares)

640,500

27,105,960

SBM Offshore NV

516,900

19,797,901

TNT NV

204,400

9,247,907

TOTAL NETHERLANDS

143,917,190

Norway - 1.3%

Acta Holding ASA

1,444,500

7,593,349

Aker Kvaerner ASA

712,400

18,120,464

Marine Harvest ASA (a)

5,198,000

5,658,814

Schibsted ASA (B Shares)

151,500

6,936,343

Statoil ASA

264,000

8,214,746

TOTAL NORWAY

46,523,716

Panama - 0.6%

McDermott International, Inc. (a)

251,700

20,921,304

Portugal - 0.2%

Energias de Portugal SA

1,342,900

7,433,497

South Africa - 0.6%

Growthpoint Properties Ltd.

3,662,800

7,696,047

Impala Platinum Holdings Ltd.

195,400

5,971,815

JSE Ltd.

786,800

8,894,861

TOTAL SOUTH AFRICA

22,562,723

Shares

Value

Spain - 1.6%

Altadis SA (Spain)

164,500

$ 10,953,608

Banco Santander Central Hispano SA

861,600

15,836,208

Telefonica SA

1,359,680

30,257,412

TOTAL SPAIN

57,047,228

Sweden - 1.9%

Scania AB (B Shares)

922,100

22,650,057

Skandinaviska Enskilda Banken AB (A Shares)

354,600

11,509,957

Svenska Cellulosa AB (SCA) (B Shares)

510,900

8,590,447

Swedish Match Co.

712,800

13,809,106

Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR

298,900

11,923,121

TOTAL SWEDEN

68,482,688

Switzerland - 6.2%

ABB Ltd.:

(Reg.)

2,148,790

48,900,100

sponsored ADR

1,015,900

22,959,340

Actelion Ltd. (Reg.) (a)

100,260

4,485,273

Compagnie Financiere Richemont unit

282,272

16,983,458

Credit Suisse Group (Reg.)

55,387

3,930,262

EFG International

177,230

8,182,525

Nestle SA (Reg.)

66,014

25,256,956

Nobel Biocare Holding AG (Switzerland)

28,316

9,283,364

Phonak Holding AG

82,458

7,425,000

Roche Holding AG (participation certificate)

248,861

44,272,372

Schindler Holding AG (Reg.)

106,251

7,175,596

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

15,375

18,274,804

UBS AG (Reg.)

119,804

7,189,438

TOTAL SWITZERLAND

224,318,488

Taiwan - 0.3%

PixArt Imaging, Inc.

416,000

6,238,729

Shin Kong Financial Holding Co. Ltd.

4,909,000

5,735,163

TOTAL TAIWAN

11,973,892

Thailand - 0.2%

Bangkok Bank Ltd. PCL (For. Reg.)

734,100

2,593,317

Krung Thai Bank Public Co. Ltd.

7,727,000

2,662,554

Siam Commercial Bank PCL (For. Reg.)

1,232,000

2,604,199

TOTAL THAILAND

7,860,070

United Kingdom - 19.9%

Aegis Group PLC

2,734,700

7,550,883

Anglo American PLC:

ADR

187,400

5,498,316

(United Kingdom)

348,800

20,627,524

AstraZeneca PLC (United Kingdom)

203,800

10,899,224

Barclays PLC

818,100

11,410,450

Benfield Group PLC

998,400

6,480,797

BG Group PLC

1,615,700

26,653,462

Common Stocks - continued

Shares

Value

United Kingdom - continued

BHP Billiton PLC

745,995

$ 20,822,653

BlueBay Asset Management

358,400

3,562,530

BP PLC

4,134,006

49,704,533

BP PLC sponsored ADR

50,700

3,657,498

British Land Co. PLC

261,500

7,036,583

BT Group PLC

273,600

1,821,629

BT Group PLC sponsored ADR

108,500

7,223,930

Burberry Group PLC

675,700

9,321,719

Cadbury Schweppes PLC sponsored ADR

195,500

10,615,650

Climate Exchange PLC (a)

110,500

4,105,058

Clipper Windpower PLC (a)

281,500

4,742,700

Diageo PLC

1,191,200

24,809,718

GlaxoSmithKline PLC

487,400

12,762,569

Gyrus Group PLC (a)

1,486,200

14,094,009

HBOS plc

513,100

10,154,159

HSBC Holdings PLC:

(Hong Kong) (Reg.)

382,000

7,011,228

(United Kingdom) (Reg.)

561,626

10,308,084

sponsored ADR (d)

225,800

20,721,666

Imperial Tobacco Group PLC sponsored ADR

11,400

1,051,422

Informa PLC

571,800

6,401,391

InterContinental Hotel Group PLC

242,469

6,057,061

International Power PLC

2,314,700

19,963,800

Intertek Group PLC

192,300

3,799,791

Investec PLC

948,500

12,247,111

Jardine Lloyd Thompson Group PLC (d)

1,809,273

15,086,868

Man Group plc

3,349,100

40,957,246

Marks & Spencer Group PLC

1,331,500

16,791,371

Mothercare PLC

652,300

5,043,052

Prudential PLC

1,654,700

23,724,814

Reed Elsevier PLC

2,580,000

33,494,505

Reuters Group PLC

1,565,600

19,478,673

Rio Tinto PLC (Reg.)

187,306

14,334,528

Royal Bank of Scotland Group PLC

1,594,500

20,268,125

Royal Dutch Shell PLC:

Class A sponsored ADR

317,800

25,805,360

Class A (United Kingdom)

419,400

17,130,290

Class B

153,800

6,409,615

RPS Group PLC

1,075,400

7,569,085

SSL International PLC

412,400

3,616,903

Taylor Nelson Sofres PLC

3,766,900

17,927,419

Tesco PLC

3,492,000

29,682,000

Vodafone Group PLC

14,903,962

50,122,024

Xstrata PLC

140,400

8,421,465

TOTAL UNITED KINGDOM

716,980,491

Shares

Value

United States of America - 0.8%

Calgon Carbon Corp. (a)(d)

648,700

$ 7,524,920

Fluor Corp.

54,500

6,069,665

Fuel Tech, Inc. (a)

379,100

12,984,175

Hypercom Corp. (a)

171,800

1,015,338

TOTAL UNITED STATES OF AMERICA

27,594,098

TOTAL COMMON STOCKS

(Cost $2,682,050,470)

3,557,122,962

Nonconvertible Preferred Stocks - 0.4%

Germany - 0.4%

Porsche AG
(Cost $7,685,783)

6,855

12,264,930

Money Market Funds - 5.7%

Fidelity Cash Central Fund, 5.32% (b)

25,811,817

25,811,817

Fidelity Securities Lending Cash Central Fund, 5.4% (b)(c)

180,897,849

180,897,849

TOTAL MONEY MARKET FUNDS

(Cost $206,709,666)

206,709,666

TOTAL INVESTMENT PORTFOLIO - 104.6%

(Cost $2,896,445,919)

3,776,097,558

NET OTHER ASSETS - (4.6)%

(165,145,034)

NET ASSETS - 100%

$ 3,610,952,524

Legend

(a) Non-income producing

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

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

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

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 1,511,592

Fidelity Securities Lending Cash Central Fund

2,854,547

Total

$ 4,366,139

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

VIP Overseas Portfolio

VIP Overseas Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $174,403,486) - See accompanying schedule:

Unaffiliated issuers (cost $2,689,736,253)

$ 3,569,387,892

Fidelity Central Funds (cost $206,709,666)

206,709,666

Total Investments (cost $2,896,445,919)

$ 3,776,097,558

Foreign currency held at value (cost $580)

580

Receivable for investments sold

25,290,742

Receivable for fund shares sold

951,339

Dividends receivable

8,173,517

Distributions receivable from Fidelity Central Funds

416,375

Prepaid expenses

6,749

Other receivables

494,144

Total assets

3,811,431,004

Liabilities

Payable for investments purchased

Regular delivery

$ 10,804,988

Delayed delivery

939,189

Payable for fund shares redeemed

4,704,424

Accrued management fee

2,132,136

Distribution fees payable

227,360

Other affiliated payables

343,805

Other payables and accrued expenses

428,729

Collateral on securities loaned, at value

180,897,849

Total liabilities

200,478,480

Net Assets

$ 3,610,952,524

Net Assets consist of:

Paid in capital

$ 2,523,183,680

Undistributed net investment income

40,810,681

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

167,322,843

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

879,635,320

Net Assets

$ 3,610,952,524

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($1,751,739,462 ÷ 70,546,284 shares)

$ 24.83

Service Class:
Net Asset Value, offering price and redemption price per share ($381,238,838 ÷ 15,419,884 shares)

$ 24.72

Service Class 2:
Net Asset Value, offering price and redemption price per share ($791,795,314 ÷ 32,177,207 shares)

$ 24.61

Initial Class R:
Net Asset Value, offering price and redemption price per share ($272,258,907 ÷ 10,984,959 shares)

$ 24.78

Service Class R:
Net Asset Value, offering price and redemption price per share ($143,435,107 ÷ 5,808,993 shares)

$ 24.69

Service Class 2R:
Net Asset Value, offering price and redemption price per share ($83,288,688 ÷ 3,406,423 shares)

$ 24.45

Investor Class R:
Net Asset Value, offering price and redemption price per share ($187,196,208 ÷ 7,557,294 shares)

$ 24.77

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

Semiannual Report

VIP Overseas Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Dividends

$ 57,257,458

Interest

10,812

Income from Fidelity Central Funds (including $2,854,547 from security lending)

4,366,139

61,634,409

Less foreign taxes withheld

(5,727,766)

Total income

55,906,643

Expenses

Management fee

$ 12,116,525

Transfer agent fees

1,233,731

Distribution fees

1,283,611

Accounting and security lending fees

745,085

Custodian fees and expenses

346,981

Independent trustees' compensation

5,195

Appreciation in deferred trustee compensation account

261

Audit

42,467

Legal

14,073

Interest

3,030

Miscellaneous

104,074

Total expenses before reductions

15,895,033

Expense reductions

(598,613)

15,296,420

Net investment income (loss)

40,610,223

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $496,271)

181,844,116

Foreign currency transactions

(220,292)

Total net realized gain (loss)

181,623,824

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $405,412)

194,281,096

Assets and liabilities in foreign currencies

(31,487)

Total change in net unrealized appreciation (depreciation)

194,249,609

Net gain (loss)

375,873,433

Net increase (decrease) in net assets resulting from operations

$ 416,483,656

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 40,610,223

$ 50,744,506

Net realized gain (loss)

181,623,824

381,220,762

Change in net unrealized appreciation (depreciation)

194,249,609

68,425,980

Net increase (decrease) in net assets resulting from operations

416,483,656

500,391,248

Distributions to shareholders from net investment income

(49,430,723)

(24,249,132)

Distributions to shareholders from net realized gain

(225,173,068)

(17,825,284)

Total distributions

(274,603,791)

(42,074,416)

Share transactions - net increase (decrease)

213,248,175

37,019,715

Redemption fees

68,916

70,975

Total increase (decrease) in net assets

355,196,956

495,407,522

Net Assets

Beginning of period

3,255,755,568

2,760,348,046

End of period (including undistributed net investment income of $40,810,681 and undistributed net investment income of $50,264,705, respectively)

$ 3,610,952,524

$ 3,255,755,568

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

VIP Overseas Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 23.96

$ 20.60

$ 17.51

$ 15.59

$ 10.98

$ 13.88

Income from Investment Operations

Net investment income (loss) E

.29

.38

.20

.13

.11

.10

Net realized and unrealized gain (loss)

2.62

3.30

3.10

1.97

4.60

(2.90)

Total from investment operations

2.91

3.68

3.30

2.10

4.71

(2.80)

Distributions from net investment income

(.38)

(.19)

(.12)

(.18)

(.10)

(.10)

Distributions from net realized gain

(1.66)

(.13)

(.09)

-

-

-

Total distributions

(2.04)

(.32)

(.21)

(.18)

(.10)

(.10)

Redemption fees added to paid in capital E, I

-

-

-

-

-

-

Net asset value, end of period

$ 24.83

$ 23.96

$ 20.60

$ 17.51

$ 15.59

$ 10.98

Total Return B, C, D

13.06%

18.09%

19.06%

13.57%

43.37%

(20.28)%

Ratios to Average Net AssetsF, H

Expenses before reductions

.85% A

.88%

.89%

.91%

.90%

.90%

Expenses net of fee waivers, if any

.85%A

.88%

.89%

.91%

.90%

.90%

Expenses net of all reductions

.82%A

.81%

.82%

.87%

.86%

.86%

Net investment income (loss)

2.46%A

1.76%

1.11%

.80%

.87%

.79%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,751,739

$ 1,624,901

$ 1,549,179

$ 1,491,485

$ 1,436,137

$ 1,031,489

Portfolio turnover rate G

67%A

123%

92%

84%

99%

77%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share.

Financial Highlights - Service Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 23.86

$ 20.52

$ 17.44

$ 15.53

$ 10.94

$ 13.83

Income from Investment Operations

Net investment income (loss) E

.28

.36

.18

.11

.09

.09

Net realized and unrealized gain (loss)

2.60

3.28

3.09

1.97

4.59

(2.89)

Total from investment operations

2.88

3.64

3.27

2.08

4.68

(2.80)

Distributions from net investment income

(.36)

(.17)

(.10)

(.17)

(.09)

(.09)

Distributions from net realized gain

(1.66)

(.13)

(.09)

-

-

-

Total distributions

(2.02)

(.30)

(.19)

(.17)

(.09)

(.09)

Redemption fees added to paid in capital E, I

-

-

-

-

-

-

Net asset value, end of period

$ 24.72

$ 23.86

$ 20.52

$ 17.44

$ 15.53

$ 10.94

Total Return B, C, D

12.96%

17.95%

18.97%

13.49%

43.20%

(20.34)%

Ratios to Average Net Assets F, H

Expenses before reductions

.95% A

.98%

.99%

1.01%

1.00%

1.00%

Expenses net of fee waivers, if any

.95%A

.98%

.99%

1.01%

1.00%

1.00%

Expenses net of all reductions

.92%A

.91%

.92%

.97%

.96%

.96%

Net investment income (loss)

2.36%A

1.66%

1.02%

.69%

.77%

.69%

Supplemental Data

Net assets, end of period (000 omitted)

$ 381,239

$ 362,060

$ 329,759

$ 322,649

$ 246,632

$ 177,322

Portfolio turnover rate G

67%A

123%

92%

84%

99%

77%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 23.75

$ 20.43

$ 17.39

$ 15.50

$ 10.90

$ 13.81

Income from Investment Operations

Net investment income (loss) E

.26

.33

.14

.08

.08

.07

Net realized and unrealized gain (loss)

2.59

3.27

3.08

1.97

4.58

(2.88)

Total from investment operations

2.85

3.60

3.22

2.05

4.66

(2.81)

Distributions from net investment income

(.33)

(.15)

(.09)

(.16)

(.06)

(.10)

Distributions from net realized gain

(1.66)

(.13)

(.09)

-

-

-

Total distributions

(1.99)

(.28)

(.18)

(.16)

(.06)

(.10)

Redemption fees added to paid in capital E, I

-

-

-

-

-

-

Net asset value, end of period

$ 24.61

$ 23.75

$ 20.43

$ 17.39

$ 15.50

$ 10.90

Total Return B, C, D

12.90%

17.83%

18.72%

13.31%

43.04%

(20.46)%

Ratios to Average Net Assets F, H

Expenses before reductions

1.10% A

1.13%

1.14%

1.16%

1.16%

1.16%

Expenses net of fee waivers, if any

1.10%A

1.13%

1.14%

1.16%

1.16%

1.16%

Expenses net of all reductions

1.07%A

1.06%

1.07%

1.12%

1.12%

1.12%

Net investment income (loss)

2.21%A

1.51%

.79%

.54%

.61%

.53%

Supplemental Data

Net assets, end of period (000 omitted)

$ 791,795

$ 703,421

$ 502,801

$ 319,708

$ 140,822

$ 47,824

Portfolio turnover rate G

67%A

123%

92%

84%

99%

77%

A Annualized BTotal 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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share.

Financial Highlights - Initial Class R

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 23.92

$ 20.57

$ 17.49

$ 15.57

$ 10.98

$ 14.05

Income from Investment Operations

Net investment income (loss) E

.29

.38

.19

.12

.11

.06

Net realized and unrealized gain (loss)

2.61

3.29

3.10

1.98

4.59

(3.13)

Total from investment operations

2.90

3.67

3.29

2.10

4.70

(3.07)

Distributions from net investment income

(.38)

(.19)

(.12)

(.18)

(.11)

-

Distributions from net realized gain

(1.66)

(.13)

(.09)

-

-

-

Total distributions

(2.04)

(.32)

(.21)

(.18)

(.11)

-

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 24.78

$ 23.92

$ 20.57

$ 17.49

$ 15.57

$ 10.98

Total Return B, C, D

13.04%

18.08%

19.05%

13.59%

43.32%

(21.85)%

Ratios to Average Net Assets F, I

Expenses before reductions

.85% A

.88%

.89%

.91%

.90%

.91% A

Expenses net of fee waivers, if any

.85% A

.88%

.89%

.91%

.90%

.91% A

Expenses net of all reductions

.82% A

.81%

.82%

.87%

.86%

.87% A

Net investment income (loss)

2.46% A

1.76%

1.08%

.79%

.87%

.79% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 272,259

$ 240,693

$ 184,245

$ 132,064

$ 39,466

$ 15,649

Portfolio turnover rate G

67% A

123%

92%

84%

99%

77%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

VIP Overseas Portfolio

Financial Highlights - Service Class R

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 23.83

$ 20.50

$ 17.43

$ 15.52

$ 10.94

$ 14.01

Income from Investment Operations

Net investment income (loss) E

.28

.36

.17

.11

.10

.05

Net realized and unrealized gain (loss)

2.60

3.27

3.09

1.97

4.58

(3.12)

Total from investment operations

2.88

3.63

3.26

2.08

4.68

(3.07)

Distributions from net investment income

(.36)

(.17)

(.10)

(.17)

(.10)

-

Distributions from net realized gain

(1.66)

(.13)

(.09)

-

-

-

Total distributions

(2.02)

(.30)

(.19)

(.17)

(.10)

-

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 24.69

$ 23.83

$ 20.50

$ 17.43

$ 15.52

$ 10.94

Total Return B, C, D

12.98%

17.95%

18.92%

13.50%

43.25%

(21.91)%

Ratios to Average Net Assets F, I

Expenses before reductions

.95% A

.98%

.99%

1.01%

1.00%

1.01%A

Expenses net of fee waivers, if any

.95%A

.98%

.99%

1.01%

1.00%

1.01%A

Expenses net of all reductions

.91%A

.91%

.92%

.96%

.96%

.97%A

Net investment income (loss)

2.36%A

1.66%

.96%

.70%

.77%

.69%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 143,435

$ 133,934

$ 115,449

$ 86,509

$ 56,141

$ 17,997

Portfolio turnover rate G

67%A

123%

92%

84%

99%

77%

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

D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

Financial Highlights - Service Class 2R

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 23.61

$ 20.32

$ 17.30

$ 15.42

$ 10.90

$ 13.96

Income from Investment Operations

Net investment income (loss) E

.26

.32

.14

.08

.08

.04

Net realized and unrealized gain (loss)

2.57

3.26

3.07

1.96

4.55

(3.10)

Total from investment operations

2.83

3.58

3.21

2.04

4.63

(3.06)

Distributions from net investment income

(.33)

(.16)

(.10)

(.16)

(.11)

-

Distributions from net realized gain

(1.66)

(.13)

(.09)

-

-

-

Total distributions

(1.99)

(.29)

(.19)

(.16)

(.11)

-

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 24.45

$ 23.61

$ 20.32

$ 17.30

$ 15.42

$ 10.90

Total Return B, C, D

12.89%

17.81%

18.74%

13.32%

43.00%

(21.92)%

Ratios to Average Net Assets F, I

Expenses before reductions

1.10% A

1.13%

1.14%

1.16%

1.15%

1.17%A

Expenses net of fee waivers, if any

1.10%A

1.13%

1.14%

1.16%

1.15%

1.17%A

Expenses net of all reductions

1.06%A

1.06%

1.07%

1.11%

1.11%

1.14%A

Net investment income (loss)

2.21%A

1.51%

.77%

.55%

.62%

.52%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 83,289

$ 68,729

$ 49,373

$ 27,562

$ 7,072

$ 1,616

Portfolio turnover rate G

67%A

123%

92%

84%

99%

77%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Investor Class R

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 23.91

$ 20.59

$ 17.69

Income from Investment Operations

Net investment income (loss) E

.28

.36

.02

Net realized and unrealized gain (loss)

2.61

3.29

2.88

Total from investment operations

2.89

3.65

2.90

Distributions from net investment income

(.37)

(.20)

-

Distributions from net realized gain

(1.66)

(.13)

-

Total distributions

(2.03)

(.33)

-

Redemption fees added to paid in capital E, J

-

-

-

Net asset value, end of period

$ 24.77

$ 23.91

$ 20.59

Total Return B, C, D

12.98%

17.94%

16.39%

Ratios to Average Net Assets F, I

Expenses before reductions

.97% A

1.01%

1.07%A

Expenses net of fee waivers, if any

.97%A

1.01%

1.07%A

Expenses net of all reductions

.93%A

.93%

1.00%A

Net investment income (loss)

2.34%A

1.64%

.23%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 187,196

$ 122,018

$ 29,544

Portfolio turnover rate G

67%A

123%

92%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

VIP Overseas Portfolio

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

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

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), Independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. The Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, remains subject to examination by the Internal Revenue Service. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation

$ 914,006,481

Unrealized depreciation

(45,949,787)

Net unrealized appreciation (depreciation)

$ 868,056,694

Cost for federal income tax purposes

$ 2,908,040,864

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

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

VIP Overseas Portfolio

4. Operating Policies.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,167,922,171 and $1,121,242,117, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% 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 .71% of the Fund's average net assets.

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

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

Service Class

$ 184,910

Service Class 2

935,642

Service Class R

68,896

Service Class 2R

94,163

$ 1,283,611

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class with the exception of Investor Class pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .18% of average net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 566,191

Service Class

124,133

Service Class 2

250,830

Initial Class R

84,601

Service Class R

45,373

Service Class 2R

24,814

Investor Class R

137,789

$ 1,233,731

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

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 affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 5,058,000

5.39%

$ 3,030

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $3,923 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

9. 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 $597,901 for the period.

10. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 15% of the total outstanding shares of the Fund and two otherwise unaffiliated shareholders were the owners of record of 37% of the total outstanding shares of the Fund.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

VIP Overseas Portfolio

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2007

Year ended
December 31,
2006

From net investment income

Initial Class

$ 25,431,971

$ 14,091,669

Service Class

5,409,408

2,672,527

Service Class 2

9,802,828

3,822,324

Initial Class R

3,839,776

1,834,008

Service Class R

1,972,019

1,035,719

Service Class 2R

967,743

404,891

Investor Class R

2,006,978

387,994

Total

$ 49,430,723

$ 24,249,132

From net realized gain

Initial Class

$ 111,097,557

$ 9,796,346

Service Class

25,082,728

2,080,411

Service Class 2

49,162,218

3,312,681

Initial Class R

16,729,732

1,261,487

Service Class R

9,169,613

778,286

Service Class 2R

4,853,334

337,410

Investor Class R

9,077,886

258,663

Total

$ 225,173,068

$ 17,825,284

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30,
2007

Year ended
December 31,
2006

Six months
ended June 30,
2007

Year ended
December 31,
2006

Initial Class

Shares sold

5,229,543

8,304,320

$ 125,210,951

$ 179,677,212

Reinvestment of distributions

6,089,631

1,151,230

136,529,528

23,888,014

Shares redeemed

(8,578,172)

(16,836,811)

(203,711,642)

(368,119,935)

Net increase (decrease)

2,741,002

(7,381,261)

$ 58,028,837

$ (164,554,709)

Service Class

Shares sold

676,533

1,974,850

$ 15,991,368

$ 42,447,696

Reinvestment of distributions

1,364,912

229,833

30,492,136

4,752,938

Shares redeemed

(1,796,920)

(3,102,957)

(41,922,832)

(67,340,790)

Net increase (decrease)

244,525

(898,274)

$ 4,560,672

$ (20,140,156)

Service Class 2

Shares sold

2,617,756

7,511,166

$ 61,815,624

$ 162,864,891

Reinvestment of distributions

2,651,306

346,191

58,965,046

7,135,005

Shares redeemed

(2,714,635)

(2,840,731)

(64,623,521)

(60,833,342)

Net increase (decrease)

2,554,427

5,016,626

$ 56,157,149

$ 109,166,554

Initial Class R

Shares sold

881,664

2,772,603

$ 21,158,596

$ 60,021,525

Reinvestment of distributions

919,102

149,396

20,569,507

3,095,495

Shares redeemed

(876,667)

(1,817,333)

(20,221,140)

(39,551,862)

Net increase (decrease)

924,099

1,104,666

$ 21,506,963

$ 23,565,158

Service Class R

Shares sold

578,478

1,190,213

$ 13,642,280

$ 25,640,889

Reinvestment of distributions

499,401

87,845

11,141,632

1,814,005

Shares redeemed

(889,601)

(1,290,192)

(20,798,542)

(28,107,366)

Net increase (decrease)

188,278

(12,134)

$ 3,985,370

$ (652,472)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

12. Share Transactions - continued

Transactions for each class of shares were as follows: - continued

Shares

Dollars

Six months ended
June 30,
2007

Year ended
December 31,
2006

Six months
ended June 30,
2007

Year ended
December 31,
2006

Service Class 2R

Shares sold

467,283

904,989

$ 10,912,316

$ 19,265,401

Reinvestment of distributions

263,397

36,227

5,821,077

742,301

Shares redeemed

(235,639)

(459,435)

(5,553,265)

(9,806,715)

Net increase (decrease)

495,041

481,781

$ 11,180,128

$ 10,200,987

Investor Class R

Shares sold

2,159,373

3,992,909

$ 51,463,803

$ 86,366,168

Reinvestment of distributions

495,302

31,194

11,084,864

646,657

Shares redeemed

(200,577)

(355,662)

(4,719,611)

(7,578,472)

Net increase (decrease)

2,454,098

3,668,441

$ 57,829,056

$ 79,434,353

VIP Overseas Portfolio

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPOVRS-SANN-0807
1.705696.109

Fidelity® Variable Insurance Products:

Overseas Portfolio - Class R

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP Overseas Portfolio

VIP Overseas Portfolio

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2007 to June 30, 2007).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period*
January 1, 2007
to June 30, 2007

Initial Class

Actual

$ 1,000.00

$ 1,130.60

$ 4.49

HypotheticalA

$ 1,000.00

$ 1,020.58

$ 4.26

Service Class

Actual

$ 1,000.00

$ 1,129.60

$ 5.02

HypotheticalA

$ 1,000.00

$ 1,020.08

$ 4.76

Service Class 2

Actual

$ 1,000.00

$ 1,129.00

$ 5.81

HypotheticalA

$ 1,000.00

$ 1,019.34

$ 5.51

Initial Class R

Actual

$ 1,000.00

$ 1,130.40

$ 4.49

HypotheticalA

$ 1,000.00

$ 1,020.58

$ 4.26

Service Class R

Actual

$ 1,000.00

$ 1,129.80

$ 5.02

HypotheticalA

$ 1,000.00

$ 1,020.08

$ 4.76

Service Class 2R

Actual

$ 1,000.00

$ 1,128.90

$ 5.81

HypotheticalA

$ 1,000.00

$ 1,019.34

$ 5.51

Investor Class R

Actual

$ 1,000.00

$ 1,129.80

$ 5.12

HypotheticalA

$ 1,000.00

$ 1,019.98

$ 4.86

A 5% return per year before expenses

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

Semiannual Report

VIP Overseas Portfolio
Shareholder Expense Example - continued

Annualized
Expense Ratio

Initial Class

.85%

Service Class

.95%

Service Class 2

1.10%

Initial Class R

.85%

Service Class R

.95%

Service Class 2R

1.10%

Investor Class R

.97%

VIP Overseas Portfolio

VIP Overseas Portfolio

Investment Changes

Geographic Diversification (% of fund's net assets)

As of June 30, 2007

United Kingdom

19.9%

Japan

17.4%

France

13.1%

Germany

12.7%

Switzerland

6.2%

Australia

6.1%

Netherlands

4.0%

Italy

3.5%

United States of America

1.9%

Other

15.2%

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

As of December 31, 2006

United Kingdom

21.1%

Japan

16.4%

France

12.2%

Germany

10.1%

Switzerland

8.6%

Australia

4.8%

United States of America

4.0%

Italy

3.6%

Spain

3.3%

Other

15.9%

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

Asset Allocation

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.9

96.7

Short-Term Investments and Net Other Assets

1.1

3.3

Top Ten Stocks as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Alstom SA (France, Electrical Equipment)

1.8

1.2

Toyota Motor Corp. (Japan, Automobiles)

1.7

2.0

Siemens AG sponsored ADR (Germany, Industrial Conglomerates)

1.7

0.9

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.4

1.3

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

1.4

2.3

ABB Ltd. (Reg.) (Switzerland, Electrical Equipment)

1.4

1.2

E.ON AG (Germany, Electric Utilities)

1.3

1.4

Nintendo Co. Ltd. (Japan, Software)

1.3

1.4

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

1.2

1.4

Man Group plc (United Kingdom, Capital Markets)

1.1

0.9

14.3

Market Sectors as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

26.0

28.7

Industrials

13.8

9.5

Consumer Discretionary

12.6

14.8

Consumer Staples

8.8

8.1

Energy

7.8

8.2

Materials

7.4

4.1

Information Technology

7.0

8.0

Utilities

5.7

4.7

Health Care

5.2

6.0

Telecommunication Services

4.6

4.6

Semiannual Report

VIP Overseas Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.5%

Shares

Value

Argentina - 0.4%

Cresud S.A.C.I.F. y A. sponsored ADR (d)

599,600

$ 12,825,444

Australia - 6.1%

AMP Ltd.

859,100

7,372,155

Australian Wealth Management Ltd.

2,494,900

5,627,364

Babcock & Brown Japan Property Trust

2,867,800

4,304,199

Babcock & Brown Ltd.

200,800

5,462,209

Babcock & Brown Wind Partners

4,714,700

7,795,768

BHP Billiton Ltd.

855,200

25,549,100

Commonwealth Bank of Australia

412,100

19,306,571

Computershare Ltd.

1,733,600

16,596,369

CSL Ltd.

532,800

39,757,323

Energy Resources of Australia Ltd.

234,200

3,808,954

Gunns Ltd.

1,497,600

4,152,540

Macquarie Bank Ltd.

212,500

15,316,097

National Australia Bank Ltd.

834,500

29,026,338

Rio Tinto Ltd.

79,200

6,634,503

Seek Ltd.

593,800

3,715,924

Silex Systems Ltd. (a)

554,400

5,871,592

Westfield Group:

unit

653,200

11,055,464

unit (e)

56,800

935,336

WorleyParsons Ltd.

236,518

6,818,885

TOTAL AUSTRALIA

219,106,691

Austria - 0.3%

OMV AG

165,800

11,105,245

Belgium - 0.7%

Hamon & Compagnie International SA (a)

73,974

4,475,204

InBev SA

205,800

16,385,903

KBC Groupe SA

26,700

3,614,301

TOTAL BELGIUM

24,475,408

Bermuda - 0.2%

Aquarius Platinum Ltd. (United Kingdom)

174,800

5,489,888

Clear Media Ltd. (a)

249,000

270,680

TOTAL BERMUDA

5,760,568

Brazil - 0.3%

Vivo Participacoes SA (PN) sponsored ADR

1,938,000

9,709,380

British Virgin Islands - 0.1%

Indochina Capital Vietnam Holdings Ltd.

271,800

2,508,714

Canada - 0.7%

Cameco Corp. (d)

531,400

26,937,902

Czech Republic - 0.4%

Ceske Energeticke Zavody AS

286,700

14,784,191

Denmark - 1.5%

Novo Nordisk AS Series B

143,800

15,691,267

Shares

Value

Novozymes AS Series B

144,000

$ 16,760,630

Vestas Wind Systems AS (a)

357,800

23,685,884

TOTAL DENMARK

56,137,781

Finland - 1.4%

Cargotec Corp. (B Shares)

83,820

5,180,896

Fortum Oyj

216,800

6,804,343

Neste Oil Oyj

287,500

11,334,556

Nokia Corp. sponsored ADR

734,700

20,652,417

UPM-Kymmene Corp. sponsored ADR

248,800

6,110,528

TOTAL FINLAND

50,082,740

France - 13.1%

Alstom SA (d)

385,400

64,793,193

AXA SA

247,415

10,648,742

BNP Paribas SA

212,302

25,388,437

Bouygues SA

173,500

14,603,139

Cap Gemini SA

332,500

24,466,799

Carrefour SA

188,100

13,273,516

CNP Assurances

98,000

12,593,522

Electricite de France

186,600

20,274,268

France Telecom SA

106,661

2,931,044

Gaz de France (d)

141,600

7,184,638

Groupe Danone (d)

233,600

18,975,577

L'Air Liquide SA

148,580

19,594,031

L'Oreal SA

170,595

20,087,561

Michelin SA (Compagnie Generale des Etablissements) Series B

89,300

12,551,168

Neopost SA

49,500

7,269,443

Pinault Printemps-Redoute SA

81,600

14,308,275

Remy Cointreau SA

109,300

8,202,531

Renault SA

81,900

13,213,649

Societe Generale Series A

134,610

24,768,240

Sodexho Alliance SA

118,200

8,502,505

Suez SA (France)

345,500

19,868,311

Total SA:

Series B

266,400

21,573,072

sponsored ADR

47,400

3,838,452

Veolia Environnement

473,600

37,195,503

Veolia Environnement rights 6/27/07 (a)

459,800

647,963

Vinci SA

364,800

27,391,603

Vivendi Universal SA

447,100

19,308,905

TOTAL FRANCE

473,454,087

Germany - 12.3%

Aareal Bank AG

169,511

8,855,465

Allianz AG (Reg.)

122,300

28,459,210

BASF AG

34,500

4,509,495

Bayer AG

285,700

21,513,210

Bayerische Motoren Werke AG (BMW)

182,200

11,838,761

Beiersdorf AG

306,100

21,890,330

Commerzbank AG

447,200

21,479,985

DaimlerChrysler AG

146,900

13,507,455

DaimlerChrysler AG (Reg.)

158,400

14,564,880

Common Stocks - continued

Shares

Value

Germany - continued

Deutsche Boerse AG

138,800

$ 15,732,598

Deutsche Postbank AG

101,500

8,938,672

Deutsche Telekom AG sponsored ADR (d)

148,200

2,728,362

Deutz AG (a)

337,063

4,388,462

E.ON AG

287,644

48,013,536

ESCADA AG (a)

241,821

10,620,254

GFK AG

111,269

5,493,577

Henkel KGaA

282,177

13,515,383

Hochtief AG

37,000

4,040,616

IVG Immobilien AG

68,700

2,689,870

Lanxess AG

244,300

13,681,702

MAN AG

63,400

9,160,602

Metro AG

183,400

15,260,170

MLP AG

980,300

18,906,017

MPC Muenchmeyer Petersen Capital AG (d)

50,800

5,214,894

Muenchener Rueckversicherungs-Gesellschaft AG (Reg.)

49,700

9,160,681

Q-Cells AG

89,000

7,731,852

SAP AG sponsored ADR (d)

93,000

4,749,510

SGL Carbon AG (a)

559,300

23,276,416

Siemens AG sponsored ADR

430,400

61,573,024

Wincor Nixdorf AG

152,600

14,209,184

TOTAL GERMANY

445,704,173

Hong Kong - 0.5%

China Overseas Land & Investment Ltd.

3,416,000

5,329,855

China Unicom Ltd.

6,226,000

10,727,398

Dynasty Fine Wines Group Ltd.

8,168,000

3,332,300

TOTAL HONG KONG

19,389,553

India - 0.1%

IVRCL Infrastructures & Projects Ltd.

340,000

3,017,002

Power Finance Corp. Ltd.

11,522

42,051

TOTAL INDIA

3,059,053

Ireland - 0.6%

Allied Irish Banks PLC

432,200

11,876,856

Irish Life & Permanent PLC

399,400

10,102,841

TOTAL IRELAND

21,979,697

Italy - 3.5%

Alleanza Assicurazioni SpA (d)

899,500

11,784,270

Assicurazioni Generali SpA

376,200

15,152,277

Azimut Holdings SpA

518,100

8,913,610

Edison SpA

2,366,800

7,636,493

ENI SpA (d)

698,686

25,274,966

Intesa Sanpaolo SpA

1,556,700

11,650,813

Lottomatica SpA

155,800

6,222,470

Mariella Burani Fashion Group SpA

105,600

3,698,745

Shares

Value

Unicredito Italiano SpA (d)

2,840,000

$ 25,479,596

Unione di Banche Italiane Scpa

438,500

11,185,645

TOTAL ITALY

126,998,885

Japan - 17.4%

Canon, Inc.

555,000

32,545,199

Chugai Pharmaceutical Co. Ltd.

324,900

5,843,240

Daiwa Securities Group, Inc.

1,038,000

11,066,044

Fujifilm Holdings Corp.

294,000

13,118,279

Honda Motor Co. Ltd.

97,400

3,534,646

Ibiden Co. Ltd.

150,600

9,733,485

Japan Tobacco, Inc.

2,097

10,352,192

KDDI Corp.

1,275

9,451,729

Kinden Corp.

661,000

5,742,692

Konica Minolta Holdings, Inc.

646,500

9,548,420

Matsui Securities Co. Ltd. (d)

659,000

5,901,892

Millea Holdings, Inc.

329,580

13,540,717

Mitsubishi Estate Co. Ltd.

863,000

23,473,935

Mitsubishi UFJ Financial Group, Inc.

1,175

12,948,499

Mitsui & Co. Ltd.

384,000

7,654,433

Mitsui Fudosan Co. Ltd.

484,000

13,597,271

Mizuho Financial Group, Inc.

5,147

35,647,863

Murata Manufacturing Co. Ltd.

162,100

12,227,257

Nafco Co. Ltd.

147,900

4,287,130

Namco Bandai Holdings, Inc.

334,100

5,278,975

NGK Insulators Ltd.

227,000

5,584,686

Nidec Corp. (d)

152,100

8,941,247

Nintendo Co. Ltd.

130,800

47,977,438

Nippon Steel Corp.

1,308,000

9,218,447

Nomura Holdings, Inc.

939,300

18,241,205

NSK Ltd.

1,575,000

16,317,797

NTT DoCoMo, Inc.

11,822

18,678,759

Organo Corp.

291,000

5,812,439

ORIX Corp.

70,730

18,635,827

Point, Inc. (d)

125,450

7,445,920

SHIMIZU Corp.

962,000

5,584,849

Sompo Japan Insurance, Inc.

517,000

6,334,467

Sony Corp.

98,600

5,065,082

Sony Corp. sponsored ADR

104,300

5,357,891

Stanley Electric Co. Ltd.

351,500

7,648,749

Sumco Corp.

209,600

10,534,459

Sumitomo Forestry Co. Ltd.

581,000

5,627,907

Sumitomo Metal Industries Ltd.

1,829,000

10,781,536

Sumitomo Mitsui Financial Group, Inc.

1,654

15,444,137

Sumitomo Trust & Banking Co. Ltd.

1,511,600

14,421,321

T&D Holdings, Inc.

368,850

24,947,389

Takeda Pharamaceutical Co. Ltd.

299,100

19,331,243

Tokuyama Corp.

565,000

7,367,570

Tokyo Electric Power Co.

115,000

3,697,629

Toyota Motor Corp.

987,700

62,165,836

USS Co. Ltd.

128,860

8,213,308

Yahoo! Japan Corp.

17,317

5,884,349

Common Stocks - continued

Shares

Value

Japan - continued

Yamaguchi Financial Group, Inc.

369,000

$ 4,503,142

Yamaha Motor Co. Ltd.

161,600

4,697,369

TOTAL JAPAN

629,955,896

Korea (South) - 0.4%

Doosan Heavy Industries & Construction Co. Ltd.

64,150

6,152,180

Samsung Fire & Marine Insurance Co. Ltd.

37,770

7,277,222

TOTAL KOREA (SOUTH)

13,429,402

Luxembourg - 0.3%

SES SA FDR unit

562,747

12,185,949

Malaysia - 0.6%

DiGi.com BHD

1,196,100

7,968,226

Gamuda BHD

5,982,300

13,948,592

TOTAL MALAYSIA

21,916,818

Netherlands - 4.0%

ABN-AMRO Holding NV

306,776

14,087,154

ABN-AMRO Holding NV sponsored ADR

320,440

14,714,605

Arcelor Mittal

71,400

4,455,360

Arcelor Mittal Class A (d)

206,000

12,983,735

Heineken NV (Bearer)

202,900

11,869,650

ING Groep NV (Certificaten Van Aandelen)

82,624

3,632,977

Koninklijke Ahold NV sponsored ADR (a)

1,164,200

14,575,784

Koninklijke Numico NV

219,500

11,446,157

Koninklijke Philips Electronics NV (NY Shares)

640,500

27,105,960

SBM Offshore NV

516,900

19,797,901

TNT NV

204,400

9,247,907

TOTAL NETHERLANDS

143,917,190

Norway - 1.3%

Acta Holding ASA

1,444,500

7,593,349

Aker Kvaerner ASA

712,400

18,120,464

Marine Harvest ASA (a)

5,198,000

5,658,814

Schibsted ASA (B Shares)

151,500

6,936,343

Statoil ASA

264,000

8,214,746

TOTAL NORWAY

46,523,716

Panama - 0.6%

McDermott International, Inc. (a)

251,700

20,921,304

Portugal - 0.2%

Energias de Portugal SA

1,342,900

7,433,497

South Africa - 0.6%

Growthpoint Properties Ltd.

3,662,800

7,696,047

Impala Platinum Holdings Ltd.

195,400

5,971,815

JSE Ltd.

786,800

8,894,861

TOTAL SOUTH AFRICA

22,562,723

Shares

Value

Spain - 1.6%

Altadis SA (Spain)

164,500

$ 10,953,608

Banco Santander Central Hispano SA

861,600

15,836,208

Telefonica SA

1,359,680

30,257,412

TOTAL SPAIN

57,047,228

Sweden - 1.9%

Scania AB (B Shares)

922,100

22,650,057

Skandinaviska Enskilda Banken AB (A Shares)

354,600

11,509,957

Svenska Cellulosa AB (SCA) (B Shares)

510,900

8,590,447

Swedish Match Co.

712,800

13,809,106

Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR

298,900

11,923,121

TOTAL SWEDEN

68,482,688

Switzerland - 6.2%

ABB Ltd.:

(Reg.)

2,148,790

48,900,100

sponsored ADR

1,015,900

22,959,340

Actelion Ltd. (Reg.) (a)

100,260

4,485,273

Compagnie Financiere Richemont unit

282,272

16,983,458

Credit Suisse Group (Reg.)

55,387

3,930,262

EFG International

177,230

8,182,525

Nestle SA (Reg.)

66,014

25,256,956

Nobel Biocare Holding AG (Switzerland)

28,316

9,283,364

Phonak Holding AG

82,458

7,425,000

Roche Holding AG (participation certificate)

248,861

44,272,372

Schindler Holding AG (Reg.)

106,251

7,175,596

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

15,375

18,274,804

UBS AG (Reg.)

119,804

7,189,438

TOTAL SWITZERLAND

224,318,488

Taiwan - 0.3%

PixArt Imaging, Inc.

416,000

6,238,729

Shin Kong Financial Holding Co. Ltd.

4,909,000

5,735,163

TOTAL TAIWAN

11,973,892

Thailand - 0.2%

Bangkok Bank Ltd. PCL (For. Reg.)

734,100

2,593,317

Krung Thai Bank Public Co. Ltd.

7,727,000

2,662,554

Siam Commercial Bank PCL (For. Reg.)

1,232,000

2,604,199

TOTAL THAILAND

7,860,070

United Kingdom - 19.9%

Aegis Group PLC

2,734,700

7,550,883

Anglo American PLC:

ADR

187,400

5,498,316

(United Kingdom)

348,800

20,627,524

AstraZeneca PLC (United Kingdom)

203,800

10,899,224

Barclays PLC

818,100

11,410,450

Benfield Group PLC

998,400

6,480,797

BG Group PLC

1,615,700

26,653,462

Common Stocks - continued

Shares

Value

United Kingdom - continued

BHP Billiton PLC

745,995

$ 20,822,653

BlueBay Asset Management

358,400

3,562,530

BP PLC

4,134,006

49,704,533

BP PLC sponsored ADR

50,700

3,657,498

British Land Co. PLC

261,500

7,036,583

BT Group PLC

273,600

1,821,629

BT Group PLC sponsored ADR

108,500

7,223,930

Burberry Group PLC

675,700

9,321,719

Cadbury Schweppes PLC sponsored ADR

195,500

10,615,650

Climate Exchange PLC (a)

110,500

4,105,058

Clipper Windpower PLC (a)

281,500

4,742,700

Diageo PLC

1,191,200

24,809,718

GlaxoSmithKline PLC

487,400

12,762,569

Gyrus Group PLC (a)

1,486,200

14,094,009

HBOS plc

513,100

10,154,159

HSBC Holdings PLC:

(Hong Kong) (Reg.)

382,000

7,011,228

(United Kingdom) (Reg.)

561,626

10,308,084

sponsored ADR (d)

225,800

20,721,666

Imperial Tobacco Group PLC sponsored ADR

11,400

1,051,422

Informa PLC

571,800

6,401,391

InterContinental Hotel Group PLC

242,469

6,057,061

International Power PLC

2,314,700

19,963,800

Intertek Group PLC

192,300

3,799,791

Investec PLC

948,500

12,247,111

Jardine Lloyd Thompson Group PLC (d)

1,809,273

15,086,868

Man Group plc

3,349,100

40,957,246

Marks & Spencer Group PLC

1,331,500

16,791,371

Mothercare PLC

652,300

5,043,052

Prudential PLC

1,654,700

23,724,814

Reed Elsevier PLC

2,580,000

33,494,505

Reuters Group PLC

1,565,600

19,478,673

Rio Tinto PLC (Reg.)

187,306

14,334,528

Royal Bank of Scotland Group PLC

1,594,500

20,268,125

Royal Dutch Shell PLC:

Class A sponsored ADR

317,800

25,805,360

Class A (United Kingdom)

419,400

17,130,290

Class B

153,800

6,409,615

RPS Group PLC

1,075,400

7,569,085

SSL International PLC

412,400

3,616,903

Taylor Nelson Sofres PLC

3,766,900

17,927,419

Tesco PLC

3,492,000

29,682,000

Vodafone Group PLC

14,903,962

50,122,024

Xstrata PLC

140,400

8,421,465

TOTAL UNITED KINGDOM

716,980,491

Shares

Value

United States of America - 0.8%

Calgon Carbon Corp. (a)(d)

648,700

$ 7,524,920

Fluor Corp.

54,500

6,069,665

Fuel Tech, Inc. (a)

379,100

12,984,175

Hypercom Corp. (a)

171,800

1,015,338

TOTAL UNITED STATES OF AMERICA

27,594,098

TOTAL COMMON STOCKS

(Cost $2,682,050,470)

3,557,122,962

Nonconvertible Preferred Stocks - 0.4%

Germany - 0.4%

Porsche AG
(Cost $7,685,783)

6,855

12,264,930

Money Market Funds - 5.7%

Fidelity Cash Central Fund, 5.32% (b)

25,811,817

25,811,817

Fidelity Securities Lending Cash Central Fund, 5.4% (b)(c)

180,897,849

180,897,849

TOTAL MONEY MARKET FUNDS

(Cost $206,709,666)

206,709,666

TOTAL INVESTMENT PORTFOLIO - 104.6%

(Cost $2,896,445,919)

3,776,097,558

NET OTHER ASSETS - (4.6)%

(165,145,034)

NET ASSETS - 100%

$ 3,610,952,524

Legend

(a) Non-income producing

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

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

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

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 1,511,592

Fidelity Securities Lending Cash Central Fund

2,854,547

Total

$ 4,366,139

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

VIP Overseas Portfolio

VIP Overseas Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $174,403,486) - See accompanying schedule:

Unaffiliated issuers (cost $2,689,736,253)

$ 3,569,387,892

Fidelity Central Funds (cost $206,709,666)

206,709,666

Total Investments (cost $2,896,445,919)

$ 3,776,097,558

Foreign currency held at value (cost $580)

580

Receivable for investments sold

25,290,742

Receivable for fund shares sold

951,339

Dividends receivable

8,173,517

Distributions receivable from Fidelity Central Funds

416,375

Prepaid expenses

6,749

Other receivables

494,144

Total assets

3,811,431,004

Liabilities

Payable for investments purchased

Regular delivery

$ 10,804,988

Delayed delivery

939,189

Payable for fund shares redeemed

4,704,424

Accrued management fee

2,132,136

Distribution fees payable

227,360

Other affiliated payables

343,805

Other payables and accrued expenses

428,729

Collateral on securities loaned, at value

180,897,849

Total liabilities

200,478,480

Net Assets

$ 3,610,952,524

Net Assets consist of:

Paid in capital

$ 2,523,183,680

Undistributed net investment income

40,810,681

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

167,322,843

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

879,635,320

Net Assets

$ 3,610,952,524

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($1,751,739,462 ÷ 70,546,284 shares)

$ 24.83

Service Class:
Net Asset Value, offering price and redemption price per share ($381,238,838 ÷ 15,419,884 shares)

$ 24.72

Service Class 2:
Net Asset Value, offering price and redemption price per share ($791,795,314 ÷ 32,177,207 shares)

$ 24.61

Initial Class R:
Net Asset Value, offering price and redemption price per share ($272,258,907 ÷ 10,984,959 shares)

$ 24.78

Service Class R:
Net Asset Value, offering price and redemption price per share ($143,435,107 ÷ 5,808,993 shares)

$ 24.69

Service Class 2R:
Net Asset Value, offering price and redemption price per share ($83,288,688 ÷ 3,406,423 shares)

$ 24.45

Investor Class R:
Net Asset Value, offering price and redemption price per share ($187,196,208 ÷ 7,557,294 shares)

$ 24.77

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

Semiannual Report

VIP Overseas Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Dividends

$ 57,257,458

Interest

10,812

Income from Fidelity Central Funds (including $2,854,547 from security lending)

4,366,139

61,634,409

Less foreign taxes withheld

(5,727,766)

Total income

55,906,643

Expenses

Management fee

$ 12,116,525

Transfer agent fees

1,233,731

Distribution fees

1,283,611

Accounting and security lending fees

745,085

Custodian fees and expenses

346,981

Independent trustees' compensation

5,195

Appreciation in deferred trustee compensation account

261

Audit

42,467

Legal

14,073

Interest

3,030

Miscellaneous

104,074

Total expenses before reductions

15,895,033

Expense reductions

(598,613)

15,296,420

Net investment income (loss)

40,610,223

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $496,271)

181,844,116

Foreign currency transactions

(220,292)

Total net realized gain (loss)

181,623,824

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $405,412)

194,281,096

Assets and liabilities in foreign currencies

(31,487)

Total change in net unrealized appreciation (depreciation)

194,249,609

Net gain (loss)

375,873,433

Net increase (decrease) in net assets resulting from operations

$ 416,483,656

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 40,610,223

$ 50,744,506

Net realized gain (loss)

181,623,824

381,220,762

Change in net unrealized appreciation (depreciation)

194,249,609

68,425,980

Net increase (decrease) in net assets resulting from operations

416,483,656

500,391,248

Distributions to shareholders from net investment income

(49,430,723)

(24,249,132)

Distributions to shareholders from net realized gain

(225,173,068)

(17,825,284)

Total distributions

(274,603,791)

(42,074,416)

Share transactions - net increase (decrease)

213,248,175

37,019,715

Redemption fees

68,916

70,975

Total increase (decrease) in net assets

355,196,956

495,407,522

Net Assets

Beginning of period

3,255,755,568

2,760,348,046

End of period (including undistributed net investment income of $40,810,681 and undistributed net investment income of $50,264,705, respectively)

$ 3,610,952,524

$ 3,255,755,568

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

VIP Overseas Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 23.96

$ 20.60

$ 17.51

$ 15.59

$ 10.98

$ 13.88

Income from Investment Operations

Net investment income (loss) E

.29

.38

.20

.13

.11

.10

Net realized and unrealized gain (loss)

2.62

3.30

3.10

1.97

4.60

(2.90)

Total from investment operations

2.91

3.68

3.30

2.10

4.71

(2.80)

Distributions from net investment income

(.38)

(.19)

(.12)

(.18)

(.10)

(.10)

Distributions from net realized gain

(1.66)

(.13)

(.09)

-

-

-

Total distributions

(2.04)

(.32)

(.21)

(.18)

(.10)

(.10)

Redemption fees added to paid in capital E, I

-

-

-

-

-

-

Net asset value, end of period

$ 24.83

$ 23.96

$ 20.60

$ 17.51

$ 15.59

$ 10.98

Total Return B, C, D

13.06%

18.09%

19.06%

13.57%

43.37%

(20.28)%

Ratios to Average Net AssetsF, H

Expenses before reductions

.85% A

.88%

.89%

.91%

.90%

.90%

Expenses net of fee waivers, if any

.85%A

.88%

.89%

.91%

.90%

.90%

Expenses net of all reductions

.82%A

.81%

.82%

.87%

.86%

.86%

Net investment income (loss)

2.46%A

1.76%

1.11%

.80%

.87%

.79%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,751,739

$ 1,624,901

$ 1,549,179

$ 1,491,485

$ 1,436,137

$ 1,031,489

Portfolio turnover rate G

67%A

123%

92%

84%

99%

77%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share.

Financial Highlights - Service Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 23.86

$ 20.52

$ 17.44

$ 15.53

$ 10.94

$ 13.83

Income from Investment Operations

Net investment income (loss) E

.28

.36

.18

.11

.09

.09

Net realized and unrealized gain (loss)

2.60

3.28

3.09

1.97

4.59

(2.89)

Total from investment operations

2.88

3.64

3.27

2.08

4.68

(2.80)

Distributions from net investment income

(.36)

(.17)

(.10)

(.17)

(.09)

(.09)

Distributions from net realized gain

(1.66)

(.13)

(.09)

-

-

-

Total distributions

(2.02)

(.30)

(.19)

(.17)

(.09)

(.09)

Redemption fees added to paid in capital E, I

-

-

-

-

-

-

Net asset value, end of period

$ 24.72

$ 23.86

$ 20.52

$ 17.44

$ 15.53

$ 10.94

Total Return B, C, D

12.96%

17.95%

18.97%

13.49%

43.20%

(20.34)%

Ratios to Average Net Assets F, H

Expenses before reductions

.95% A

.98%

.99%

1.01%

1.00%

1.00%

Expenses net of fee waivers, if any

.95%A

.98%

.99%

1.01%

1.00%

1.00%

Expenses net of all reductions

.92%A

.91%

.92%

.97%

.96%

.96%

Net investment income (loss)

2.36%A

1.66%

1.02%

.69%

.77%

.69%

Supplemental Data

Net assets, end of period (000 omitted)

$ 381,239

$ 362,060

$ 329,759

$ 322,649

$ 246,632

$ 177,322

Portfolio turnover rate G

67%A

123%

92%

84%

99%

77%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 23.75

$ 20.43

$ 17.39

$ 15.50

$ 10.90

$ 13.81

Income from Investment Operations

Net investment income (loss) E

.26

.33

.14

.08

.08

.07

Net realized and unrealized gain (loss)

2.59

3.27

3.08

1.97

4.58

(2.88)

Total from investment operations

2.85

3.60

3.22

2.05

4.66

(2.81)

Distributions from net investment income

(.33)

(.15)

(.09)

(.16)

(.06)

(.10)

Distributions from net realized gain

(1.66)

(.13)

(.09)

-

-

-

Total distributions

(1.99)

(.28)

(.18)

(.16)

(.06)

(.10)

Redemption fees added to paid in capital E, I

-

-

-

-

-

-

Net asset value, end of period

$ 24.61

$ 23.75

$ 20.43

$ 17.39

$ 15.50

$ 10.90

Total Return B, C, D

12.90%

17.83%

18.72%

13.31%

43.04%

(20.46)%

Ratios to Average Net Assets F, H

Expenses before reductions

1.10% A

1.13%

1.14%

1.16%

1.16%

1.16%

Expenses net of fee waivers, if any

1.10%A

1.13%

1.14%

1.16%

1.16%

1.16%

Expenses net of all reductions

1.07%A

1.06%

1.07%

1.12%

1.12%

1.12%

Net investment income (loss)

2.21%A

1.51%

.79%

.54%

.61%

.53%

Supplemental Data

Net assets, end of period (000 omitted)

$ 791,795

$ 703,421

$ 502,801

$ 319,708

$ 140,822

$ 47,824

Portfolio turnover rate G

67%A

123%

92%

84%

99%

77%

A Annualized BTotal 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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share.

Financial Highlights - Initial Class R

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 23.92

$ 20.57

$ 17.49

$ 15.57

$ 10.98

$ 14.05

Income from Investment Operations

Net investment income (loss) E

.29

.38

.19

.12

.11

.06

Net realized and unrealized gain (loss)

2.61

3.29

3.10

1.98

4.59

(3.13)

Total from investment operations

2.90

3.67

3.29

2.10

4.70

(3.07)

Distributions from net investment income

(.38)

(.19)

(.12)

(.18)

(.11)

-

Distributions from net realized gain

(1.66)

(.13)

(.09)

-

-

-

Total distributions

(2.04)

(.32)

(.21)

(.18)

(.11)

-

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 24.78

$ 23.92

$ 20.57

$ 17.49

$ 15.57

$ 10.98

Total Return B, C, D

13.04%

18.08%

19.05%

13.59%

43.32%

(21.85)%

Ratios to Average Net Assets F, I

Expenses before reductions

.85% A

.88%

.89%

.91%

.90%

.91% A

Expenses net of fee waivers, if any

.85% A

.88%

.89%

.91%

.90%

.91% A

Expenses net of all reductions

.82% A

.81%

.82%

.87%

.86%

.87% A

Net investment income (loss)

2.46% A

1.76%

1.08%

.79%

.87%

.79% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 272,259

$ 240,693

$ 184,245

$ 132,064

$ 39,466

$ 15,649

Portfolio turnover rate G

67% A

123%

92%

84%

99%

77%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

VIP Overseas Portfolio

Financial Highlights - Service Class R

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 23.83

$ 20.50

$ 17.43

$ 15.52

$ 10.94

$ 14.01

Income from Investment Operations

Net investment income (loss) E

.28

.36

.17

.11

.10

.05

Net realized and unrealized gain (loss)

2.60

3.27

3.09

1.97

4.58

(3.12)

Total from investment operations

2.88

3.63

3.26

2.08

4.68

(3.07)

Distributions from net investment income

(.36)

(.17)

(.10)

(.17)

(.10)

-

Distributions from net realized gain

(1.66)

(.13)

(.09)

-

-

-

Total distributions

(2.02)

(.30)

(.19)

(.17)

(.10)

-

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 24.69

$ 23.83

$ 20.50

$ 17.43

$ 15.52

$ 10.94

Total Return B, C, D

12.98%

17.95%

18.92%

13.50%

43.25%

(21.91)%

Ratios to Average Net Assets F, I

Expenses before reductions

.95% A

.98%

.99%

1.01%

1.00%

1.01%A

Expenses net of fee waivers, if any

.95%A

.98%

.99%

1.01%

1.00%

1.01%A

Expenses net of all reductions

.91%A

.91%

.92%

.96%

.96%

.97%A

Net investment income (loss)

2.36%A

1.66%

.96%

.70%

.77%

.69%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 143,435

$ 133,934

$ 115,449

$ 86,509

$ 56,141

$ 17,997

Portfolio turnover rate G

67%A

123%

92%

84%

99%

77%

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

D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

Financial Highlights - Service Class 2R

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002 H

Selected Per-Share Data

Net asset value, beginning of period

$ 23.61

$ 20.32

$ 17.30

$ 15.42

$ 10.90

$ 13.96

Income from Investment Operations

Net investment income (loss) E

.26

.32

.14

.08

.08

.04

Net realized and unrealized gain (loss)

2.57

3.26

3.07

1.96

4.55

(3.10)

Total from investment operations

2.83

3.58

3.21

2.04

4.63

(3.06)

Distributions from net investment income

(.33)

(.16)

(.10)

(.16)

(.11)

-

Distributions from net realized gain

(1.66)

(.13)

(.09)

-

-

-

Total distributions

(1.99)

(.29)

(.19)

(.16)

(.11)

-

Redemption fees added to paid in capital E, J

-

-

-

-

-

-

Net asset value, end of period

$ 24.45

$ 23.61

$ 20.32

$ 17.30

$ 15.42

$ 10.90

Total Return B, C, D

12.89%

17.81%

18.74%

13.32%

43.00%

(21.92)%

Ratios to Average Net Assets F, I

Expenses before reductions

1.10% A

1.13%

1.14%

1.16%

1.15%

1.17%A

Expenses net of fee waivers, if any

1.10%A

1.13%

1.14%

1.16%

1.15%

1.17%A

Expenses net of all reductions

1.06%A

1.06%

1.07%

1.11%

1.11%

1.14%A

Net investment income (loss)

2.21%A

1.51%

.77%

.55%

.62%

.52%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 83,289

$ 68,729

$ 49,373

$ 27,562

$ 7,072

$ 1,616

Portfolio turnover rate G

67%A

123%

92%

84%

99%

77%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period April 24, 2002 (commencement of sale of shares) to December 31, 2002. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Investor Class R

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 23.91

$ 20.59

$ 17.69

Income from Investment Operations

Net investment income (loss) E

.28

.36

.02

Net realized and unrealized gain (loss)

2.61

3.29

2.88

Total from investment operations

2.89

3.65

2.90

Distributions from net investment income

(.37)

(.20)

-

Distributions from net realized gain

(1.66)

(.13)

-

Total distributions

(2.03)

(.33)

-

Redemption fees added to paid in capital E, J

-

-

-

Net asset value, end of period

$ 24.77

$ 23.91

$ 20.59

Total Return B, C, D

12.98%

17.94%

16.39%

Ratios to Average Net Assets F, I

Expenses before reductions

.97% A

1.01%

1.07%A

Expenses net of fee waivers, if any

.97%A

1.01%

1.07%A

Expenses net of all reductions

.93%A

.93%

1.00%A

Net investment income (loss)

2.34%A

1.64%

.23%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 187,196

$ 122,018

$ 29,544

Portfolio turnover rate G

67%A

123%

92%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. J Amount represents less than $.01 per share.

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

VIP Overseas Portfolio

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

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

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), Independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. The Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, remains subject to examination by the Internal Revenue Service. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation

$ 914,006,481

Unrealized depreciation

(45,949,787)

Net unrealized appreciation (depreciation)

$ 868,056,694

Cost for federal income tax purposes

$ 2,908,040,864

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

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

VIP Overseas Portfolio

4. Operating Policies.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,167,922,171 and $1,121,242,117, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% 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 .71% of the Fund's average net assets.

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

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

Service Class

$ 184,910

Service Class 2

935,642

Service Class R

68,896

Service Class 2R

94,163

$ 1,283,611

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class with the exception of Investor Class pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .18% of average net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 566,191

Service Class

124,133

Service Class 2

250,830

Initial Class R

84,601

Service Class R

45,373

Service Class 2R

24,814

Investor Class R

137,789

$ 1,233,731

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

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 affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 5,058,000

5.39%

$ 3,030

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $3,923 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

9. 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 $597,901 for the period.

10. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 15% of the total outstanding shares of the Fund and two otherwise unaffiliated shareholders were the owners of record of 37% of the total outstanding shares of the Fund.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

VIP Overseas Portfolio

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2007

Year ended
December 31,
2006

From net investment income

Initial Class

$ 25,431,971

$ 14,091,669

Service Class

5,409,408

2,672,527

Service Class 2

9,802,828

3,822,324

Initial Class R

3,839,776

1,834,008

Service Class R

1,972,019

1,035,719

Service Class 2R

967,743

404,891

Investor Class R

2,006,978

387,994

Total

$ 49,430,723

$ 24,249,132

From net realized gain

Initial Class

$ 111,097,557

$ 9,796,346

Service Class

25,082,728

2,080,411

Service Class 2

49,162,218

3,312,681

Initial Class R

16,729,732

1,261,487

Service Class R

9,169,613

778,286

Service Class 2R

4,853,334

337,410

Investor Class R

9,077,886

258,663

Total

$ 225,173,068

$ 17,825,284

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30,
2007

Year ended
December 31,
2006

Six months
ended June 30,
2007

Year ended
December 31,
2006

Initial Class

Shares sold

5,229,543

8,304,320

$ 125,210,951

$ 179,677,212

Reinvestment of distributions

6,089,631

1,151,230

136,529,528

23,888,014

Shares redeemed

(8,578,172)

(16,836,811)

(203,711,642)

(368,119,935)

Net increase (decrease)

2,741,002

(7,381,261)

$ 58,028,837

$ (164,554,709)

Service Class

Shares sold

676,533

1,974,850

$ 15,991,368

$ 42,447,696

Reinvestment of distributions

1,364,912

229,833

30,492,136

4,752,938

Shares redeemed

(1,796,920)

(3,102,957)

(41,922,832)

(67,340,790)

Net increase (decrease)

244,525

(898,274)

$ 4,560,672

$ (20,140,156)

Service Class 2

Shares sold

2,617,756

7,511,166

$ 61,815,624

$ 162,864,891

Reinvestment of distributions

2,651,306

346,191

58,965,046

7,135,005

Shares redeemed

(2,714,635)

(2,840,731)

(64,623,521)

(60,833,342)

Net increase (decrease)

2,554,427

5,016,626

$ 56,157,149

$ 109,166,554

Initial Class R

Shares sold

881,664

2,772,603

$ 21,158,596

$ 60,021,525

Reinvestment of distributions

919,102

149,396

20,569,507

3,095,495

Shares redeemed

(876,667)

(1,817,333)

(20,221,140)

(39,551,862)

Net increase (decrease)

924,099

1,104,666

$ 21,506,963

$ 23,565,158

Service Class R

Shares sold

578,478

1,190,213

$ 13,642,280

$ 25,640,889

Reinvestment of distributions

499,401

87,845

11,141,632

1,814,005

Shares redeemed

(889,601)

(1,290,192)

(20,798,542)

(28,107,366)

Net increase (decrease)

188,278

(12,134)

$ 3,985,370

$ (652,472)

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

12. Share Transactions - continued

Transactions for each class of shares were as follows: - continued

Shares

Dollars

Six months ended
June 30,
2007

Year ended
December 31,
2006

Six months
ended June 30,
2007

Year ended
December 31,
2006

Service Class 2R

Shares sold

467,283

904,989

$ 10,912,316

$ 19,265,401

Reinvestment of distributions

263,397

36,227

5,821,077

742,301

Shares redeemed

(235,639)

(459,435)

(5,553,265)

(9,806,715)

Net increase (decrease)

495,041

481,781

$ 11,180,128

$ 10,200,987

Investor Class R

Shares sold

2,159,373

3,992,909

$ 51,463,803

$ 86,366,168

Reinvestment of distributions

495,302

31,194

11,084,864

646,657

Shares redeemed

(200,577)

(355,662)

(4,719,611)

(7,578,472)

Net increase (decrease)

2,454,098

3,668,441

$ 57,829,056

$ 79,434,353

VIP Overseas Portfolio

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

VIPOVRSR-SANN-0807
1.774855.105

Fidelity® Variable Insurance Products:
Value Portfolio

Semiannual Report

June 30, 2007

(2_fidelity_logos) (Registered_Trademark)

Contents

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

VIP Value Portfolio

VIP Value Portfolio

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2007 to June 30, 2007).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Beginning
Account Value
January 1, 2007

Ending
Account Value
June 30, 2007

Expenses Paid
During Period*
January 1, 2007
to June 30, 2007

Initial Class

Actual

$ 1,000.00

$ 1,112.60

$ 4.24

Hypothetical A

$ 1,000.00

$ 1,020.78

$ 4.06

Service Class

Actual

$ 1,000.00

$ 1,111.50

$ 4.71

Hypothetical A

$ 1,000.00

$ 1,020.33

$ 4.51

Service Class 2

Actual

$ 1,000.00

$ 1,111.60

$ 5.60

Hypothetical A

$ 1,000.00

$ 1,019.49

$ 5.36

Investor Class

Actual

$ 1,000.00

$ 1,112.10

$ 4.82

Hypothetical A

$ 1,000.00

$ 1,020.23

$ 4.61

A 5% return per year before expenses

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

Annualized
Expense Ratio

Initial Class

.81%

Service Class

.90%

Service Class 2

1.07%

Investor Class

.92%

Semiannual Report

VIP Value Portfolio

Investment Changes

Top Ten Stocks as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Owens-Illinois, Inc.

1.3

0.9

Xerox Corp.

1.2

1.5

National Oilwell Varco, Inc.

1.1

0.8

Tyco International Ltd.

1.1

1.3

AT&T, Inc.

1.0

0.5

Agilent Technologies, Inc.

1.0

1.0

Avon Products, Inc.

1.0

1.1

Eastman Kodak Co.

0.9

0.7

The Stanley Works

0.9

0.9

National Semiconductor Corp.

0.9

0.7

10.4

Top Five Market Sectors as of June 30, 2007

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

18.7

19.5

Consumer Discretionary

18.1

19.4

Financials

14.1

15.1

Industrials

10.1

7.3

Energy

10.0

7.5

Asset Allocation (% of fund's net assets)

As of June 30, 2007 *

As of December 31, 2006 **

Stocks 97.3%

Stocks 97.6%

Bonds 0.0%

Bonds 0.1%

Short-Term
Investments and
Net Other Assets 2.7%

Short-Term
Investments and
Net Other Assets 2.3%

* Foreign investments

8.7%

** Foreign investments

10.3%

VIP Value Portfolio

VIP Value Portfolio

Investments June 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.2%

Shares

Value

CONSUMER DISCRETIONARY - 18.1%

Auto Components - 0.2%

Gentex Corp.

13,740

$ 270,541

Automobiles - 1.1%

Ford Motor Co.

7,700

72,534

Monaco Coach Corp.

2,231

32,015

Nissan Motor Co. Ltd.

15,600

167,232

Renault SA

5,500

887,363

Winnebago Industries, Inc.

11,453

338,093

1,497,237

Diversified Consumer Services - 0.4%

H&R Block, Inc.

20,100

469,737

Service Corp. International

8,400

107,352

577,089

Hotels, Restaurants & Leisure - 2.6%

Aristocrat Leisure Ltd.

11,642

141,858

Brinker International, Inc.

20,500

600,035

Carnival Corp. unit

17,500

853,475

Gaylord Entertainment Co. (a)

1,900

101,916

Rare Hospitality International, Inc. (a)

12,835

343,593

Royal Caribbean Cruises Ltd.

26,800

1,151,864

WMS Industries, Inc. (a)

12,600

363,636

3,556,377

Household Durables - 3.0%

Beazer Homes USA, Inc.

900

22,203

Black & Decker Corp.

7,200

635,832

Ethan Allen Interiors, Inc.

9,643

330,273

La-Z-Boy, Inc.

9,900

113,454

Leggett & Platt, Inc.

34,100

751,905

Samson Holding Ltd.

6,000

3,108

Sealy Corp., Inc.

16,800

277,536

The Stanley Works

19,200

1,165,440

Whirlpool Corp.

6,300

700,560

4,000,311

Leisure Equipment & Products - 2.1%

Brunswick Corp.

30,800

1,005,004

Eastman Kodak Co.

45,700

1,271,831

Polaris Industries, Inc.

11,100

601,176

2,878,011

Media - 3.3%

Cinemark Holdings, Inc.

11,100

198,579

E.W. Scripps Co. Class A

14,800

676,212

Gannett Co., Inc.

14,100

774,795

Getty Images, Inc. (a)

16,204

774,713

Live Nation, Inc. (a)

10,500

234,990

Martha Stewart Living Omnimedia, Inc. Class A

4,859

83,575

Omnicom Group, Inc.

8,200

433,944

R.H. Donnelley Corp.

10,300

780,534

Shares

Value

Regal Entertainment Group Class A

16,664

$ 365,442

Time Warner, Inc.

1,300

27,352

Valassis Communications, Inc. (a)

7,954

136,729

4,486,865

Multiline Retail - 0.8%

Family Dollar Stores, Inc.

23,400

803,088

Retail Ventures, Inc. (a)

6,010

96,941

Sears Holdings Corp. (a)

1,000

169,500

Tuesday Morning Corp.

4,602

56,881

1,126,410

Specialty Retail - 3.8%

AnnTaylor Stores Corp. (a)

1,300

46,046

AutoNation, Inc. (a)

5,100

114,444

AutoZone, Inc. (a)

1,300

177,606

Best Buy Co., Inc.

6,800

317,356

Circuit City Stores, Inc.

12,100

182,468

Gap, Inc.

36,300

693,330

Group 1 Automotive, Inc.

7,418

299,242

OfficeMax, Inc.

19,600

770,280

PETsMART, Inc.

22,800

739,860

Select Comfort Corp. (a)

9,766

158,405

Staples, Inc.

3,843

91,194

Tiffany & Co., Inc.

15,300

811,818

Williams-Sonoma, Inc.

25,400

802,132

5,204,181

Textiles, Apparel & Luxury Goods - 0.8%

Liz Claiborne, Inc.

27,236

1,015,903

TOTAL CONSUMER DISCRETIONARY

24,612,925

CONSUMER STAPLES - 4.6%

Beverages - 0.4%

Cott Corp. (a)

18,300

265,588

SABMiller PLC

10,400

264,394

529,982

Food & Staples Retailing - 1.0%

Rite Aid Corp. (a)

28,600

182,468

Sysco Corp.

30,500

1,006,195

Winn-Dixie Stores, Inc. (a)

7,279

213,275

1,401,938

Food Products - 1.5%

Bunge Ltd.

7,900

667,550

Chiquita Brands International, Inc.

5,900

111,864

Leroy Seafood Group ASA

5,800

121,464

Marine Harvest ASA (a)

95,000

103,422

Ralcorp Holdings, Inc. (a)

7,703

411,725

Tyson Foods, Inc. Class A

26,200

603,648

2,019,673

Household Products - 0.2%

Central Garden & Pet Co.

5,200

63,752

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Household Products - continued

Central Garden & Pet Co. Class A (non-vtg.) (a)

4,090

$ 47,976

Colgate-Palmolive Co.

2,900

188,065

299,793

Personal Products - 1.0%

Avon Products, Inc.

34,800

1,278,900

Prestige Brands Holdings, Inc. (a)

3,500

45,430

1,324,330

Tobacco - 0.5%

Altria Group, Inc.

7,070

495,890

British American Tobacco PLC

4,400

152,108

647,998

TOTAL CONSUMER STAPLES

6,223,714

ENERGY - 10.0%

Energy Equipment & Services - 6.5%

Baker Hughes, Inc.

5,500

462,715

Cameron International Corp. (a)

10,600

757,582

ENSCO International, Inc.

5,700

347,757

FMC Technologies, Inc. (a)

10,700

847,654

GlobalSantaFe Corp.

5,500

397,375

Halliburton Co.

15,100

520,950

Hanover Compressor Co. (a)

16,338

389,661

Hornbeck Offshore Services, Inc. (a)

763

29,574

Key Energy Services, Inc. (a)

17,400

322,422

National Oilwell Varco, Inc. (a)

14,800

1,542,752

Noble Corp.

4,000

390,080

Oceaneering International, Inc. (a)

1,880

98,963

Pride International, Inc. (a)

4,400

164,824

Smith International, Inc.

18,400

1,078,976

Superior Energy Services, Inc. (a)

7,700

307,384

Transocean, Inc. (a)

4,900

519,302

Weatherford International Ltd. (a)

10,700

591,068

8,769,039

Oil, Gas & Consumable Fuels - 3.5%

Arch Coal, Inc.

13,700

476,760

Cabot Oil & Gas Corp.

10,200

376,176

Cheniere Energy Partners LP

2,300

44,850

Copano Energy LLC

3,141

134,026

EOG Resources, Inc.

5,000

365,300

EXCO Resources, Inc. (a)

8,200

143,008

Foundation Coal Holdings, Inc.

14,600

593,344

International Coal Group, Inc. (a)

1,300

7,774

Noble Energy, Inc.

3,800

237,082

Suncor Energy, Inc.

5,300

477,435

Ultra Petroleum Corp. (a)

6,100

336,964

Shares

Value

Valero Energy Corp.

14,800

$ 1,093,128

Williams Companies, Inc.

16,600

524,892

4,810,739

TOTAL ENERGY

13,579,778

FINANCIALS - 14.1%

Capital Markets - 1.2%

Ares Capital Corp.

8,882

149,662

Bank of New York Co., Inc.

1,900

78,736

Janus Capital Group, Inc.

2,200

61,248

Legg Mason, Inc.

5,400

531,252

Merrill Lynch & Co., Inc.

4,100

342,678

State Street Corp.

2,310

158,004

TD Ameritrade Holding Corp. (a)

13,300

266,000

1,587,580

Commercial Banks - 1.8%

Appalachian Bancshares, Inc. (a)

846

14,594

Associated Banc-Corp.

2,551

83,418

Boston Private Financial Holdings, Inc.

4,600

123,602

Colonial Bancgroup, Inc.

3,500

87,395

Commerce Bancorp, Inc.

9,870

365,091

Popular, Inc.

4,600

73,922

U.S. Bancorp, Delaware

3,200

105,440

UCBH Holdings, Inc.

11,704

213,832

UnionBanCal Corp.

5,900

352,230

Wachovia Corp.

12,000

615,000

Zions Bancorp

5,300

407,623

2,442,147

Consumer Finance - 0.8%

Advance America Cash Advance Centers, Inc.

4,100

72,734

Capital One Financial Corp.

10,800

847,152

Cash America International, Inc.

3,684

146,071

1,065,957

Diversified Financial Services - 0.7%

Bank of America Corp.

13,220

646,326

JPMorgan Chase & Co.

6,100

295,545

Maiden Holdings Ltd. (c)

4,900

49,000

990,871

Insurance - 3.3%

AFLAC, Inc.

9,000

462,600

AMBAC Financial Group, Inc.

7,200

627,768

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

4,400

151,360

Marsh & McLennan Companies, Inc.

24,400

753,472

MBIA, Inc.

11,400

709,308

MetLife, Inc.

3,800

245,024

Montpelier Re Holdings Ltd.

2,000

37,080

National Financial Partners Corp.

5,700

263,967

Prudential Financial, Inc.

4,300

418,089

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

The Travelers Companies, Inc.

10,300

$ 551,050

Willis Group Holdings Ltd.

7,200

317,232

4,536,950

Real Estate Investment Trusts - 3.7%

Alexandria Real Estate Equities, Inc.

2,600

251,732

American Campus Communities, Inc.

1,300

36,777

American Financial Realty Trust (SBI)

16,500

170,280

Annaly Capital Management, Inc.

10,800

155,736

BRE Properties, Inc. Class A

4,800

284,592

Developers Diversified Realty Corp.

6,600

347,886

Duke Realty LP

13,100

467,277

Education Realty Trust, Inc.

4,800

67,344

General Growth Properties, Inc.

15,223

806,058

GMH Communities Trust

4,500

43,605

Health Care Property Investors, Inc.

12,800

370,304

Highwoods Properties, Inc. (SBI)

1,600

60,000

Kimco Realty Corp.

7,700

293,139

Public Storage

5,400

414,828

Senior Housing Properties Trust (SBI)

900

18,315

Simon Property Group, Inc.

3,100

288,424

UDR, Inc.

11,600

305,080

Vornado Realty Trust

6,200

681,008

5,062,385

Thrifts & Mortgage Finance - 2.6%

BankUnited Financial Corp. Class A

500

10,035

Countrywide Financial Corp.

14,100

512,535

Fannie Mae

17,000

1,110,610

Freddie Mac

14,900

904,430

Hudson City Bancorp, Inc.

25,100

306,722

New York Community Bancorp, Inc.

9,000

153,180

People's United Financial, Inc.

13,240

234,745

Radian Group, Inc.

6,848

369,792

3,602,049

TOTAL FINANCIALS

19,287,939

HEALTH CARE - 8.0%

Biotechnology - 0.7%

Amgen, Inc. (a)

8,600

475,494

Cephalon, Inc. (a)

6,200

498,418

Molecular Insight Pharmaceuticals, Inc.

1,100

10,384

984,296

Health Care Equipment & Supplies - 1.5%

American Medical Systems Holdings, Inc. (a)

5,100

92,004

Baxter International, Inc.

20,400

1,149,336

Becton, Dickinson & Co.

7,700

573,650

Wright Medical Group, Inc. (a)

9,100

219,492

2,034,482

Shares

Value

Health Care Providers & Services - 3.6%

Brookdale Senior Living, Inc.

6,250

$ 284,813

Community Health Systems, Inc. (a)

19,100

772,595

DaVita, Inc. (a)

12,000

646,560

Health Net, Inc. (a)

9,820

518,496

Humana, Inc. (a)

2,879

175,360

McKesson Corp.

14,100

840,924

Medco Health Solutions, Inc. (a)

7,500

584,925

Triad Hospitals, Inc. (a)

5,600

301,056

Universal Health Services, Inc. Class B

13,500

830,250

4,954,979

Life Sciences Tools & Services - 0.3%

Charles River Laboratories International, Inc. (a)

7,800

402,636

Pharmaceuticals - 1.9%

Alpharma, Inc. Class A

16,800

436,968

Barr Pharmaceuticals, Inc. (a)

3,800

190,874

MGI Pharma, Inc. (a)

21,755

486,659

Schering-Plough Corp.

30,000

913,200

Teva Pharmaceutical Industries Ltd. sponsored ADR

13,000

536,250

2,563,951

TOTAL HEALTH CARE

10,940,344

INDUSTRIALS - 10.1%

Aerospace & Defense - 0.2%

Honeywell International, Inc.

6,000

337,680

Air Freight & Logistics - 0.6%

United Parcel Service, Inc. Class B

11,800

861,400

Airlines - 0.1%

Southwest Airlines Co.

6,100

90,951

Building Products - 0.7%

Masco Corp.

35,200

1,002,144

Commercial Services & Supplies - 2.3%

ACCO Brands Corp. (a)

4,574

105,431

Allied Waste Industries, Inc. (a)

78,278

1,053,622

Cintas Corp.

16,208

639,081

Equifax, Inc.

4,339

192,738

The Brink's Co.

18,700

1,157,343

3,148,215

Construction & Engineering - 1.0%

Fluor Corp.

9,400

1,046,878

Washington Group International, Inc. (a)

3,577

286,196

1,333,074

Industrial Conglomerates - 1.1%

Tyco International Ltd.

44,100

1,490,139

Machinery - 2.5%

Albany International Corp. Class A

3,200

129,408

Briggs & Stratton Corp.

15,200

479,712

Bucyrus International, Inc. Class A

4,200

297,276

Deere & Co.

6,800

821,032

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Illinois Tool Works, Inc.

16,000

$ 867,040

Pentair, Inc.

17,300

667,261

Wabash National Corp.

7,900

115,577

3,377,306

Road & Rail - 1.2%

Canadian National Railway Co.

5,300

269,664

Con-way, Inc.

8,900

447,136

CSX Corp.

1,000

45,080

Laidlaw International, Inc.

25,900

894,845

Ryder System, Inc.

600

32,280

1,689,005

Trading Companies & Distributors - 0.2%

Beacon Roofing Supply, Inc. (a)

4,476

76,047

Williams Scotsman International, Inc. (a)

7,755

184,647

260,694

Transportation Infrastructure - 0.2%

Macquarie Infrastructure Co. LLC

5,300

219,844

TOTAL INDUSTRIALS

13,810,452

INFORMATION TECHNOLOGY - 18.7%

Communications Equipment - 2.3%

Alcatel-Lucent SA sponsored ADR

48,821

683,494

Andrew Corp. (a)

17,900

258,476

Avocent Corp. (a)

14,129

409,882

Dycom Industries, Inc. (a)

23,500

704,530

Motorola, Inc.

35,900

635,430

Nortel Networks Corp. (a)

14,010

337,739

Powerwave Technologies, Inc. (a)

17,600

117,920

3,147,471

Computers & Peripherals - 2.8%

Diebold, Inc.

7,800

407,160

Imation Corp.

3,600

132,696

Intermec, Inc. (a)

35,261

892,456

NCR Corp. (a)

4,800

252,192

Network Appliance, Inc. (a)

17,285

504,722

SanDisk Corp. (a)

9,600

469,824

Seagate Technology

42,100

916,517

Sun Microsystems, Inc. (a)

36,700

193,042

3,768,609

Electronic Equipment & Instruments - 4.5%

Agilent Technologies, Inc. (a)

34,700

1,333,868

Arrow Electronics, Inc. (a)

17,700

680,211

Avnet, Inc. (a)

26,479

1,049,628

CDW Corp.

4,700

399,359

Flextronics International Ltd. (a)

98,700

1,065,960

Ingram Micro, Inc. Class A (a)

13,600

295,256

Itron, Inc. (a)

3,000

233,820

Jabil Circuit, Inc.

20,065

442,835

Shares

Value

Molex, Inc.

20,300

$ 609,203

Tektronix, Inc.

1,300

43,862

6,154,002

Internet Software & Services - 1.0%

Open Text Corp. (a)

1,100

24,101

ValueClick, Inc. (a)

10,100

297,546

VeriSign, Inc. (a)

11,500

364,895

Yahoo!, Inc. (a)

25,300

686,389

1,372,931

IT Services - 1.2%

Mastercard, Inc. Class A

1,718

284,965

Perot Systems Corp. Class A (a)

12,142

206,900

Satyam Computer Services Ltd. sponsored ADR

9,800

242,648

The Western Union Co.

24,000

499,920

Unisys Corp. (a)

38,100

348,234

1,582,667

Office Electronics - 1.2%

Xerox Corp. (a)

89,800

1,659,504

Semiconductors & Semiconductor Equipment - 4.5%

Advanced Micro Devices, Inc. (a)

31,700

453,310

Applied Materials, Inc.

34,500

685,515

ASML Holding NV (NY Shares) (a)

27,300

749,385

Atmel Corp. (a)

22,000

122,320

Fairchild Semiconductor International, Inc. (a)

50,900

983,388

Integrated Device Technology, Inc. (a)

22,700

346,629

Intersil Corp. Class A

22,800

717,288

LSI Corp. (a)

18,100

135,931

Maxim Integrated Products, Inc.

9,200

307,372

MKS Instruments, Inc. (a)

9,600

265,920

National Semiconductor Corp.

41,100

1,161,897

Standard Microsystems Corp. (a)

7,654

262,838

6,191,793

Software - 1.2%

Electronic Arts, Inc. (a)

10,794

510,772

Fair Isaac Corp.

7,300

292,876

Parametric Technology Corp. (a)

7,400

159,914

Quest Software, Inc. (a)

10,145

164,248

Symantec Corp. (a)

25,700

519,140

1,646,950

TOTAL INFORMATION TECHNOLOGY

25,523,927

MATERIALS - 3.6%

Chemicals - 1.6%

Arkema sponsored ADR (a)

900

58,500

Celanese Corp. Class A

14,300

554,554

Chemtura Corp.

64,200

713,262

Cytec Industries, Inc.

3,800

242,326

Georgia Gulf Corp.

1,900

34,409

Common Stocks - continued

Shares

Value

MATERIALS - continued

Chemicals - continued

H.B. Fuller Co.

9,100

$ 271,999

Lubrizol Corp.

3,533

228,055

2,103,105

Containers & Packaging - 1.3%

Owens-Illinois, Inc.

52,100

1,823,499

Metals & Mining - 0.7%

Alcan, Inc.

700

57,104

Alcoa, Inc.

14,000

567,420

Arcelor Mittal

1,200

74,880

Compass Minerals International, Inc.

6,143

212,916

Titanium Metals Corp.

3,100

98,890

1,011,210

TOTAL MATERIALS

4,937,814

TELECOMMUNICATION SERVICES - 2.8%

Diversified Telecommunication Services - 1.8%

AT&T, Inc.

33,715

1,399,173

Cbeyond, Inc. (a)

1,300

50,063

NeuStar, Inc. Class A (a)

3,800

110,086

Telenor ASA sponsored ADR

4,600

271,400

Verizon Communications, Inc.

13,100

539,327

2,370,049

Wireless Telecommunication Services - 1.0%

Crown Castle International Corp. (a)

5,900

213,993

Dobson Communications Corp. Class A (a)

26,500

294,415

MTN Group Ltd.

5,400

73,654

Sprint Nextel Corp.

39,500

818,045

1,400,107

TOTAL TELECOMMUNICATION SERVICES

3,770,156

UTILITIES - 7.2%

Electric Utilities - 3.9%

Allegheny Energy, Inc. (a)

11,800

610,532

American Electric Power Co., Inc.

13,100

590,024

DPL, Inc.

16,919

479,484

Edison International

12,200

684,664

Entergy Corp.

8,400

901,740

FirstEnergy Corp.

10,000

647,300

FPL Group, Inc.

7,600

431,224

PPL Corp.

12,100

566,159

Reliant Energy, Inc. (a)

16,507

444,864

5,355,991

Shares

Value

Gas Utilities - 0.6%

Energen Corp.

6,700

$ 368,098

Equitable Resources, Inc.

9,986

494,906

863,004

Independent Power Producers & Energy Traders - 2.0%

AES Corp. (a)

14,100

308,508

Constellation Energy Group, Inc.

8,200

714,794

NRG Energy, Inc. (a)

21,200

881,284

TXU Corp.

12,500

841,250

2,745,836

Multi-Utilities - 0.7%

CMS Energy Corp.

12,600

216,720

Public Service Enterprise Group, Inc.

8,000

702,240

918,960

TOTAL UTILITIES

9,883,791

TOTAL COMMON STOCKS

(Cost $120,997,380)

132,570,840

Convertible Preferred Stocks - 0.1%

MATERIALS - 0.1%

Containers & Packaging - 0.1%

Owens-Illinois, Inc. 4.75%
(Cost $140,764)

3,800

160,550

Convertible Bonds - 0.0%

Principal Amount

CONSUMER DISCRETIONARY - 0.0%

Automobiles - 0.0%

Ford Motor Co. 4.25% 12/15/36
(Cost $60,000)

$ 60,000

75,138

Money Market Funds - 2.7%

Shares

Value

Fidelity Cash Central Fund, 5.32% (b)
(Cost $3,633,211)

3,633,211

$ 3,633,211

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $124,831,355)

136,439,739

NET OTHER ASSETS - 0.0%

(65,701)

NET ASSETS - 100%

$ 136,374,038

Legend

(a) Non-income producing

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

(c) 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 end of the period, the value of these securities amounted to $49,000 or 0.0% of net assets.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 132,909

Fidelity Securities Lending Cash Central Fund

1,219

Total

$ 134,128

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

VIP Value Portfolio

VIP Value Portfolio

Financial Statements

Statement of Assets and Liabilities

June 30, 2007 (Unaudited)

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers
(cost $121,198,144)

$ 132,806,528

Fidelity Central Funds
(cost $3,633,211)

3,633,211

Total Investments (cost $124,831,355)

$ 136,439,739

Foreign currency held at value
(cost $79)

82

Receivable for investments sold

277,142

Receivable for fund shares sold

296,109

Dividends receivable

109,643

Interest receivable

105

Distributions receivable from Fidelity Central Funds

15,633

Prepaid expenses

62

Other receivables

118

Total assets

137,138,633

Liabilities

Payable for investments purchased

$ 591,419

Payable for fund shares redeemed

47,119

Accrued management fee

62,729

Distribution fees payable

2,736

Other affiliated payables

17,863

Other payables and accrued expenses

42,729

Total liabilities

764,595

Net Assets

$ 136,374,038

Net Assets consist of:

Paid in capital

$ 122,601,514

Undistributed net investment income

291,925

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

1,872,199

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

11,608,400

Net Assets

$ 136,374,038

Statement of Assets and Liabilities - continued

June 30, 2007 (Unaudited)

Initial Class:
Net Asset Value, offering price and redemption price per share ($56,747,318 ÷ 3,825,211 shares)

$ 14.84

Service Class:
Net Asset Value, offering price and redemption price per share ($1,106,186 ÷ 74,825 shares)

$ 14.78

Service Class 2:
Net Asset Value, offering price and redemption price per share ($12,781,034 ÷ 871,335 shares)

$ 14.67

Investor Class:
Net Asset Value, offering price and redemption price per share ($65,739,500 ÷ 4,437,974 shares)

$ 14.81

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

Semiannual Report

VIP Value Portfolio
Financial Statements - continued

Statement of Operations

Six months ended June 30, 2007 (Unaudited)

Investment Income

Dividends

$ 638,562

Interest

1,720

Income from Fidelity Central Funds

134,128

Total income

774,410

Expenses

Management fee

$ 304,031

Transfer agent fees

71,777

Distribution fees

12,700

Accounting and security lending fees

21,350

Custodian fees and expenses

30,650

Independent trustees' compensation

152

Audit

27,892

Legal

140

Miscellaneous

13,447

Total expenses before reductions

482,139

Expense reductions

(477)

481,662

Net investment income (loss)

292,748

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

1,990,641

Foreign currency transactions

(77)

Total net realized gain (loss)

1,990,564

Change in net unrealized appreciation (depreciation) on:

Investment securities

8,611,231

Assets and liabilities in foreign currencies

25

Total change in net unrealized appreciation (depreciation)

8,611,256

Net gain (loss)

10,601,820

Net increase (decrease) in net assets resulting from operations

$ 10,894,568

Statement of Changes in Net Assets

Six months ended
June 30, 2007
(Unaudited)

Year ended
December 31,
2006

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 292,748

$ 618,705

Net realized gain (loss)

1,990,564

6,463,690

Change in net unrealized appreciation (depreciation)

8,611,256

1,104,515

Net increase (decrease) in net assets resulting from operations

10,894,568

8,186,910

Distributions to shareholders from net investment income

-

(679,326)

Distributions to shareholders from net realized gain

(5,957,043)

(399,094)

Total distributions

(5,957,043)

(1,078,420)

Share transactions - net increase (decrease)

49,960,533

38,361,583

Total increase (decrease) in net assets

54,898,058

45,470,073

Net Assets

Beginning of period

81,475,980

36,005,907

End of period (including undistributed net investment income of $291,925 and distributions in excess of net investment income of $823, respectively)

$ 136,374,038

$ 81,475,980

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

VIP Value Portfolio

Financial Highlights - Initial Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 14.28

$ 12.63

$ 11.97

$ 10.86

$ 8.12

$ 9.64

Income from Investment Operations

Net investment income (loss) E

.04

.16

.15

.14 H

.05

.03

Net realized and unrealized gain (loss)

1.51

1.70

.58

1.08

2.72

(1.54)

Total from investment operations

1.55

1.86

.73

1.22

2.77

(1.51)

Distributions from net investment income

-

(.13)

(.07)

(.11)

(.03)

(.01)

Distributions from net realized gain

(.99)

(.08)

-

-

-

-

Total distributions

(.99)

(.21)

(.07)

(.11)

(.03)

(.01)

Net asset value, end of period

$ 14.84

$ 14.28

$ 12.63

$ 11.97

$ 10.86

$ 8.12

Total Return B, C, D

11.26%

14.75%

6.09%

11.24%

34.16%

(15.66)%

Ratios to Average Net Assets F, I

Expenses before reductions

.81% A

.88%

1.19%

2.65%

4.32%

3.60%

Expenses net of fee waivers, if any

.81% A

.85%

.85%

1.00%

1.28%

1.50%

Expenses net of all reductions

.81% A

.84%

.78%

.95%

1.22%

1.45%

Net investment income (loss)

.61% A

1.16%

1.21%

1.26%

.57%

.31%

Supplemental Data

Net assets, end of period (000 omitted)

$ 56,747

$ 35,416

$ 18,478

$ 583

$ 413

$ 261

Portfolio turnover rate G

38% A

263%

181%

155%

164%

192%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.03 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Service Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 14.24

$ 12.60

$ 11.93

$ 10.84

$ 8.12

$ 9.64

Income from Investment Operations

Net investment income (loss) E

.04

.14

.13

.13 H

.05

.02

Net realized and unrealized gain (loss)

1.49

1.69

.60

1.07

2.70

(1.53)

Total from investment operations

1.53

1.83

.73

1.20

2.75

(1.51)

Distributions from net investment income

-

(.11)

(.06)

(.11)

(.03)

(.01)

Distributions from net realized gain

(.99)

(.08)

-

-

-

-

Total distributions

(.99)

(.19)

(.06)

(.11)

(.03)

(.01)

Net asset value, end of period

$ 14.78

$ 14.24

$ 12.60

$ 11.93

$ 10.84

$ 8.12

Total Return B, C, D

11.15%

14.56%

6.08%

11.07%

33.91%

(15.66)%

Ratios to Average Net Assets F, I

Expenses before reductions

.90% A

.96%

1.60%

2.75%

4.35%

3.64%

Expenses net of fee waivers, if any

.90% A

.95%

.97%

1.10%

1.35%

1.60%

Expenses net of all reductions

.90% A

.94%

.90%

1.04%

1.29%

1.55%

Net investment income (loss)

.52% A

1.06%

1.09%

1.17%

.50%

.21%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,106

$ 1,017

$ 1,232

$ 1,225

$ 972

$ 803

Portfolio turnover rate G

38% A

263%

181%

155%

164%

192%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.03 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Service Class 2

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005

2004

2003

2002

Selected Per-Share Data

Net asset value, beginning of period

$ 14.14

$ 12.53

$ 11.87

$ 10.80

$ 8.10

$ 9.64

Income from Investment Operations

Net investment income (loss) E

.03

.12

.11

.11 H

.03

.01

Net realized and unrealized gain (loss)

1.49

1.67

.59

1.07

2.70

(1.54)

Total from investment operations

1.52

1.79

.70

1.18

2.73

(1.53)

Distributions from net investment income

-

(.10)

(.04)

(.11)

(.03)

(.01)

Distributions from net realized gain

(.99)

(.08)

-

-

-

-

Total distributions

(.99)

(.18)

(.04)

(.11)

(.03)

(.01)

Net asset value, end of period

$ 14.67

$ 14.14

$ 12.53

$ 11.87

$ 10.80

$ 8.10

Total Return B, C, D

11.16%

14.32%

5.92%

10.93%

33.75%

(15.87)%

Ratios to Average Net Assets F, I

Expenses before reductions

1.07% A

1.15%

1.76%

2.93%

4.50%

3.78%

Expenses net of fee waivers, if any

1.07% A

1.10%

1.11%

1.25%

1.51%

1.75%

Expenses net of all reductions

1.07% A

1.09%

1.05%

1.20%

1.45%

1.70%

Net investment income (loss)

.35% A

.91%

.94%

1.01%

.34%

.06%

Supplemental Data

Net assets, end of period (000 omitted)

$ 12,781

$ 7,803

$ 5,262

$ 3,575

$ 2,865

$ 1,698

Portfolio turnover rate G

38% A

263%

181%

155%

164%

192%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.03 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Investor Class

Six months ended
June 30, 2007

Years ended December 31,

(Unaudited)

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 14.26

$ 12.63

$ 12.23

Income from Investment Operations

Net investment income (loss) E

.04

.14

.06

Net realized and unrealized gain (loss)

1.50

1.69

.40

Total from investment operations

1.54

1.83

.46

Distributions from net investment income

-

(.12)

(.06)

Distributions from net realized gain

(.99)

(.08)

-

Total distributions

(.99)

(.20)

(.06)

Net asset value, end of period

$ 14.81

$ 14.26

$ 12.63

Total Return B, C, D

11.21%

14.49%

3.77%

Ratios to Average Net Assets F, I

Expenses before reductions

.92% A

.99%

1.27% A

Expenses net of fee waivers, if any

.92% A

.99%

1.00% A

Expenses net of all reductions

.92% A

.98%

.93% A

Net investment income (loss)

.50% A

1.01%

1.06% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 65,740

$ 37,239

$ 11,034

Portfolio turnover rate G

38% A

263%

181%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

VIP Value Portfolio

Notes to Financial Statements

For the period ended June 30, 2007 (Unaudited)

1. Organization.

VIP Value Portfolio (the Fund) is a fund of Variable Insurance Products Fund I (the trust) 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 2 Class shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds. A complete unaudited list of holdings for each Fidelity Central Fund is available upon request. In addition, the financial statements of the Fidelity Central Funds are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned, with any distributions receivable as of period end included in Distributions receivable from Fidelity Central Funds on the Statement of Assets and Liabilities. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. The Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, on June 29, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the tax years in the three year period ended June 29, 2007, remains subject to examination by the Internal Revenue Service. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), partnerships and losses deferred due to wash sales.

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

Unrealized appreciation

$ 14,312,756

Unrealized depreciation

(2,780,084)

Net unrealized appreciation (depreciation)

$ 11,532,672

Cost for federal income tax purposes

$ 124,907,067

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

4. Operating Policies.

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

VIP Value Portfolio

4. Operating Policies - continued

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 at the end of the Fund's Schedule of Investments.

5. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $62,215,539 and $19,528,514, respectively.

6. 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 .30% of the Fund's average net assets and a group fee rate that averaged .26% 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 .56% of the Fund's average net assets.

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

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

Service Class

$ 541

Service Class 2

12,159

$ 12,700

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class with the exception of Investor Class pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .18% of average net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class

$ 18,456

Service Class

367

Service Class 2

4,560

Investor Class

48,394

$ 71,777

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $645 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $101 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $1,219.

9. 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 $411 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 $49.

10. Other.

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

At the end of the period, the VIP Freedom Funds were the owners of record of approximately 35% of the total outstanding shares of the Fund. FMR or its affiliates were the owners of record of 55% of the total outstanding shares of the Fund.

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets. In addition, FMR reimbursed related legal expenses which are recorded in the accompanying Statement of Operations as an expense reduction.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2007

Year ended
December 31,
2006

From net investment income

Initial Class

$ -

$ 318,535

Service Class

-

7,837

Service Class 2

-

54,899

Investor Class

-

298,055

Total

$ -

$ 679,326

VIP Value Portfolio

11. Distributions to Shareholders - continued

Six months ended
June 30,
2007

Year ended
December 31,
2006

From net realized gain

Initial Class

$ 2,581,953

$ 178,524

Service Class

70,143

6,106

Service Class 2

502,993

40,164

Investor Class

2,801,954

174,300

Total

$ 5,957,043

$ 399,094

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30,
2007

Year ended
December 31,
2006

Six months ended
June 30,
2007

Year ended
December 31,
2006

Initial Class

Shares sold

1,562,490

1,717,374

$ 22,542,384

$ 23,109,773

Reinvestment of distributions

185,219

35,172

2,581,953

497,059

Shares redeemed

(403,196)

(734,411)

(5,884,829)

(9,841,607)

Net increase (decrease)

1,344,513

1,018,135

$ 19,239,508

$ 13,765,225

Service Class

Shares sold

1,330

4,080

$ 19,780

$ 54,164

Reinvestment of distributions

5,050

996

70,143

13,943

Shares redeemed

(2,998)

(31,433)

(44,083)

(416,806)

Net increase (decrease)

3,382

(26,357)

$ 45,840

$ (348,699)

Service Class 2

Shares sold

391,120

287,117

$ 5,568,480

$ 3,801,302

Reinvestment of distributions

36,475

6,799

502,993

95,063

Shares redeemed

(107,944)

(162,347)

(1,545,004)

(2,133,061)

Net increase (decrease)

319,651

131,569

$ 4,526,469

$ 1,763,304

Investor Class

Shares sold

1,833,606

2,184,810

$ 26,349,066

$ 29,121,152

Reinvestment of distributions

201,290

33,389

2,801,954

472,355

Shares redeemed

(207,653)

(481,144)

(3,002,304)

(6,411,754)

Net increase (decrease)

1,827,243

1,737,055

$ 26,148,716

$ 23,181,753

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Quincy, MA

VIPVAL-SANN-0807
1.761034.106

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Variable Insurance Products Fund's (the "Trust") 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 Trust 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 Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

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

(a)

(3)

Not applicable.

(b)

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

SIGNATURES

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

Variable Insurance Products Fund

By:

/s/Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

August 22, 2007

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/Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

August 22, 2007

By:

/s/Joseph B. Hollis

Joseph B. Hollis

Chief Financial Officer

Date:

August 22, 2007