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 811-5511

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

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

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:	December 31

Date of reporting period:	June 30, 2006

Item 1. Reports to Stockholders

Fidelity® Variable Insurance Products:

Asset Manager: Growth® Portfolio

Semiannual Report

June 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Notes to Shareholders	<Click Here>	An explanation of the changes to the fund.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Asset Manager: Growth Portfolio

Notes to Shareholders:

Effective July 1, 2006, the equity component of the fund's Composite benchmark will change from the Standard & Poor's 500^SM Index to a mix of the Dow Jones Wilshire 5000 Composite Index^SM and the Morgan Stanley Capital International^SM Europe, Australasia, Far East (MSCI® EAFE®) Index to better reflect the fund's investments in U.S. and foreign stocks.
Fidelity has recently changed the way the VIP Asset Manager Portfolios invest in investment-grade debt securities and certain other types of investments. Rather than investing in investment-grade debt securities through a subportfolio, the VIP Asset Manager Portfolios will now gain exposure to the investment-grade sector through their investments in a central fund.

A central fund is a mutual fund used by this fund and other Fidelity funds as an investment vehicle to gain exposure to a particular market sector - in this case, investment-grade debt. Instead of multiple funds each investing in investment-grade debt securities individually, they can now take advantage of consolidating investments in a single, larger pool of investment-grade debt securities by investing directly in a central fund.

Shares of the central funds are offered only to other Fidelity mutual funds and accounts; investors cannot directly invest in them. It is important to note that this new investment structure does not change the investment strategy of any of the VIP Portfolios.

If you have any questions, please call Fidelity or the insurance company that issued your policy.

Semiannual Report

VIP Asset Manager: Growth 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, 2006 to June 30, 2006).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the fund, as a shareholder in the underlying affiliated central funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated 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 affiliated central funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying affiliated 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, 2006	Ending Account Value June 30, 2006	Expenses Paid During Period* January 1, 2006 to June 30, 2006
Initial Class
Actual	$ 1,000.00	$ 993.60	$ 3.81
Hypothetical ^A	$ 1,000.00	$ 1,020.98	$ 3.86
Service Class
Actual	$ 1,000.00	$ 993.30	$ 4.30
Hypothetical ^A	$ 1,000.00	$ 1,020.48	$ 4.36
Service Class 2
Actual	$ 1,000.00	$ 991.70	$ 5.19
Hypothetical ^A	$ 1,000.00	$ 1,019.59	$ 5.26
Investor Class
Actual	$ 1,000.00	$ 992.40	$ 4.59
Hypothetical ^A	$ 1,000.00	$ 1,020.18	$ 4.66

^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). The fees and expenses of the underlying affiliated central funds in which the fund invests are not included in the fund's annualized expense ratio.

	Annualized Expense Ratio
Initial Class	.77%
Service Class	.87%
Service Class 2	1.05%
Investor Class	.93%

Semiannual Report

VIP Asset Manager: Growth Portfolio

Investment Changes

Top Ten Stocks as of June 30, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Johnson & Johnson	2.4	1.6
General Electric Co.	1.9	1.9
Exxon Mobil Corp.	1.8	0.6
Valero Energy Corp.	1.5	0.0
Bank of America Corp.	1.5	2.0
Wal-Mart Stores, Inc.	1.4	2.4
Citigroup, Inc.	1.4	1.0
Merck & Co., Inc.	1.3	0.0
Avon Products, Inc.	1.2	0.1
AT&T, Inc.	1.2	2.9
	15.6
Market Sectors as of June 30, 2006
(stocks only)	% of fund's net assets	% of fund's net assets 6 months ago
Health Care	13.0	12.1
Financials	11.2	15.4
Consumer Staples	9.7	6.0
Energy	7.5	3.7
Industrials	6.6	4.9
Consumer Discretionary	5.7	8.4
Information Technology	5.2	11.3
Telecommunication Services	2.8	4.6
Materials	2.2	0.4
Utilities	0.1	0.3

Asset Allocation (% of fund's net assets)
As of June 30, 2006 *			As of December 31, 2005 **
	Stock Class and Equity Futures 69.7%			Stock Class and Equity Futures 72.6%
	Bond Class 26.4%			Bond Class 19.2%
	Short-Term Class 3.9%			Short-Term Class 8.2%
* Foreign investments		14.7%	** Foreign investments		9.3%

Asset allocations in the pie chart reflect the categorization of assets as defined in the fund's prospectus in effect as of the time period indicated above. Financial Statement categorizations conform to accounting standards and will differ from the pie chart. Percentages are adjusted for the effect of futures contracts and swap contracts, if applicable.

The information in the above tables is based on the combined investments of the fund and its pro-rata shares of the investments of Fidelity's fixed-income central funds.

For an unaudited list of holdings for each fixed-income central fund, visit advisor.fidelity.com.

Semiannual Report

VIP Asset Manager: Growth Portfolio

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 64.0%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 5.7%
Automobiles - 0.7%
Fiat Spa (a)	16,000		$ 212,572
Renault SA	1,300		139,689
Toyota Motor Corp.	27,100		1,417,195
			1,769,456
Hotels, Restaurants & Leisure - 0.9%
Accor SA	1,400		85,228
Greek Organization of Football Prognostics SA	21,000		760,229
International Game Technology	31,000		1,176,140
			2,021,597
Household Durables - 0.2%
Koninklijke Philips Electronics NV (NY Shares)	5,100		158,814
Nexity	1,900		110,392
Sony Corp. sponsored ADR	2,800		123,312
Steinhoff International Holdings Ltd.	12,800		38,114
			430,632
Internet & Catalog Retail - 0.4%
Submarino SA	50,800		1,020,269
Media - 1.8%
Comcast Corp. Class A (special) (a)(d)	86,700		2,842,026
News Corp. Class B	55,700		1,124,026
NTL, Inc.	7,850		195,465
			4,161,517
Multiline Retail - 1.3%
Federated Department Stores, Inc.	38,400		1,405,440
Kohl's Corp. (a)(d)	27,800		1,643,536
			3,048,976
Specialty Retail - 0.4%
Best Buy Co., Inc.	5,300		290,652
Circuit City Stores, Inc.	27,600		751,272
			1,041,924
TOTAL CONSUMER DISCRETIONARY			13,494,371
CONSUMER STAPLES - 9.7%
Beverages - 1.2%
PepsiCo, Inc.	40,800		2,449,632
Pernod Ricard SA	1,200		237,931
			2,687,563
Food & Staples Retailing - 1.8%
Aeon Co. Ltd.	11,500		252,261
Costco Wholesale Corp.	12,300		702,699
Shinsegae Co. Ltd.	138		69,095
Wal-Mart Stores, Inc.	68,200		3,285,194
			4,309,249
Food Products - 2.5%
Archer-Daniels-Midland Co.	43,700		1,803,936
Hershey Co.	12,800		704,896

	Shares		Value (Note 1)
Kellogg Co.	44,300		$ 2,145,449
Koninklijke Numico NV	3,800		170,571
Nestle SA sponsored ADR	14,200		1,106,180
			5,931,032
Household Products - 0.8%
Clorox Co.	28,700		1,749,839
Reckitt Benckiser PLC	4,100		153,180
			1,903,019
Personal Products - 1.5%
Avon Products, Inc.	94,300		2,923,300
Estee Lauder Companies, Inc. Class A	17,400		672,858
			3,596,158
Tobacco - 1.9%
Altria Group, Inc.	29,200		2,144,156
Reynolds American, Inc.	19,200		2,213,760
			4,357,916
TOTAL CONSUMER STAPLES			22,784,937
ENERGY - 7.5%
Energy Equipment & Services - 2.1%
Baker Hughes, Inc.	10,800		883,980
Compagnie Generale de Geophysique SA (a)	1,000		172,564
GlobalSantaFe Corp.	12,300		710,325
Noble Corp.	8,200		610,244
Schlumberger Ltd. (NY Shares)	28,300		1,842,613
Transocean, Inc. (a)	9,800		787,136
			5,006,862
Oil, Gas & Consumable Fuels - 5.4%
Canadian Natural Resources Ltd.	5,100		281,978
EOG Resources, Inc.	8,800		610,192
Exxon Mobil Corp.	69,400		4,257,690
Hess Corp.	42,600		2,251,410
Norsk Hydro ASA	6,360		169,876
OMV AG	3,100		184,595
Quicksilver Resources, Inc. (a)	3,800		139,878
Talisman Energy, Inc.	14,600		254,777
Total SA Series B	3,780		247,666
Ultra Petroleum Corp. (a)	10,500		622,335
Valero Energy Corp.	53,900		3,585,428
			12,605,825
TOTAL ENERGY			17,612,687
FINANCIALS - 11.2%
Capital Markets - 0.8%
Daiwa Securities Group, Inc.	9,000		107,284
Greenhill & Co., Inc. (d)	20,700		1,257,732
Legg Mason, Inc.	600		59,712
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Capital Markets - continued
Nikko Cordial Corp.	14,500		$ 185,519
UBS AG (NY Shares)	3,100		340,070
			1,950,317
Commercial Banks - 2.2%
Banca Intesa Spa	21,500		125,908
Bank of China Ltd. (H Shares)	187,000		84,877
BNP Paribas SA	2,400		229,795
Compass Bancshares, Inc.	12,300		683,880
Daegu Bank Co. Ltd.	5,520		98,914
Deutsche Postbank AG	1,600		115,148
Finansbank AS	17,000		82,717
HSBC Holdings PLC (Hong Kong) (Reg.)	6,800		120,156
Kookmin Bank sponsored ADR	1,300		107,978
Raiffeisen International Bank Holding AG	4,300		373,488
Societe Generale Series A	2,000		294,216
Unicredito Italiano Spa	26,000		203,646
Wells Fargo & Co.	40,300		2,703,324
			5,224,047
Consumer Finance - 1.0%
Credit Saison Co. Ltd.	3,200		151,575
ORIX Corp.	890		217,396
SLM Corp.	38,400		2,032,128
			2,401,099
Diversified Financial Services - 3.0%
Bank of America Corp.	71,500		3,439,150
Citigroup, Inc.	68,100		3,285,144
FirstRand Ltd.	25,300		59,633
ING Groep NV (Certificaten Van Aandelen)	5,100		200,532
			6,984,459
Insurance - 4.1%
Allianz AG (Reg.)	1,300		205,400
American International Group, Inc.	37,000		2,184,850
AXA SA	6,100		200,228
AXA SA rights 6/30/06 (a)	6,100		5,150
Benfield Group PLC	12,000		76,516
Hartford Financial Services Group, Inc.	24,400		2,064,240
MetLife, Inc.	39,500		2,022,795
Muenchener Rueckversicherungs-Gesellschaft AG (Reg.)	1,500		204,947
Prudential Financial, Inc.	33,800		2,626,260
T&D Holdings, Inc.	1,300		105,091
			9,695,477
Real Estate Management & Development - 0.1%
Mitsui Fudosan Co. Ltd.	6,000		130,304
TOTAL FINANCIALS			26,385,703

	Shares		Value (Note 1)
HEALTH CARE - 13.0%
Biotechnology - 2.5%
Celgene Corp. (a)	56,200		$ 2,665,566
Gilead Sciences, Inc. (a)	35,100		2,076,516
ImClone Systems, Inc. (a)	12,700		490,728
Neurocrine Biosciences, Inc. (a)(d)	46,300		490,780
Theravance, Inc. (a)	2,300		52,624
			5,776,214
Health Care Equipment & Supplies - 0.5%
Hologic, Inc. (a)	19,000		937,840
Synthes, Inc.	2,180		263,027
			1,200,867
Health Care Providers & Services - 2.9%
Aetna, Inc.	30,100		1,201,893
Laboratory Corp. of America Holdings (a)	11,000		684,530
Medco Health Solutions, Inc. (a)	30,800		1,764,224
Quest Diagnostics, Inc.	11,700		701,064
UnitedHealth Group, Inc.	57,900		2,592,762
			6,944,473
Life Sciences Tools & Services - 0.3%
Applera Corp. - Applied Biosystems Group	21,700		701,995
Pharmaceuticals - 6.8%
Allergan, Inc.	15,000		1,608,900
Elan Corp. PLC sponsored ADR (a)	102,500		1,711,750
Johnson & Johnson	94,700		5,674,424
Merck & Co., Inc.	81,700		2,976,331
New River Pharmaceuticals, Inc. (a)	13,900		396,150
Novartis AG:
(Reg.)	4,927		265,664
sponsored ADR	37,400		2,016,608
Roche Holding AG (participation certificate)	2,653		438,586
Sanofi-Aventis sponsored ADR	3,600		175,320
Teva Pharmaceutical Industries Ltd. sponsored ADR	21,500		679,185
			15,942,918
TOTAL HEALTH CARE			30,566,467
INDUSTRIALS - 6.6%
Aerospace & Defense - 1.1%
BAE Systems PLC	28,200		192,852
Hexcel Corp. (a)	16,300		256,073
L-3 Communications Holdings, Inc.	27,300		2,058,966
			2,507,891
Airlines - 0.9%
Alaska Air Group, Inc. (a)	13,500		532,170
AMR Corp. (a)	21,000		533,820
JetBlue Airways Corp. (a)	34,200		415,188
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Airlines - continued
Southwest Airlines Co.	400		$ 6,548
US Airways Group, Inc. (a)	14,600		737,884
			2,225,610
Building Products - 0.1%
Pfleiderer AG	5,550		155,835
Commercial Services & Supplies - 0.8%
Techem AG	2,000		92,614
Waste Management, Inc.	48,600		1,743,768
			1,836,382
Electrical Equipment - 0.1%
Schneider Electric SA	1,300		135,531
Sumitomo Electric Industries Ltd.	10,200		149,401
			284,932
Industrial Conglomerates - 1.9%
General Electric Co.	136,600		4,502,336
Machinery - 0.6%
Atlas Copco AB (A Shares)	5,800		161,210
Caterpillar, Inc.	9,800		729,904
Fanuc Ltd.	1,400		125,777
Heidelberger Druckmaschinen AG	4,900		222,830
Metso Corp. sponsored ADR	2,400		86,808
			1,326,529
Marine - 0.3%
Kuehne & Nagel International AG	10,778		784,656
Road & Rail - 0.8%
Norfolk Southern Corp.	34,700		1,846,734
TOTAL INDUSTRIALS			15,470,905
INFORMATION TECHNOLOGY - 5.2%
Communications Equipment - 0.7%
Corning, Inc. (a)	14,200		343,498
QUALCOMM, Inc.	20,700		829,449
Sandvine Corp. (e)	258,400		542,443
			1,715,390
Computers & Peripherals - 0.0%
M-Systems Flash Disk Pioneers Ltd. (a)	3,800		112,594
Electronic Equipment & Instruments - 0.4%
Hon Hai Precision Industry Co. Ltd. (Foxconn)	118,000		728,879
Hoya Corp.	4,200		149,390
			878,269
Internet Software & Services - 0.4%
Google, Inc. Class A (sub. vtg.) (a)	2,200		922,526
LoopNet, Inc. (a)	400		7,444
			929,970

	Shares		Value (Note 1)
IT Services - 0.8%
Infosys Technologies Ltd.	2,447		$ 164,215
MoneyGram International, Inc.	48,300		1,639,785
			1,804,000
Office Electronics - 0.1%
Neopost SA	1,800		205,158
Semiconductors & Semiconductor Equipment - 2.4%
Advanced Semiconductor Engineering, Inc.	175,000		172,954
ATI Technologies, Inc. (a)	8,700		126,838
Atmel Corp. (a)	97,600		541,680
Broadcom Corp. Class A (a)	20,950		629,548
Hittite Microwave Corp.	12,500		452,000
Marvell Technology Group Ltd. (a)	16,200		718,146
Samsung Electronics Co. Ltd.	440		279,667
Spansion, Inc. (d)	132,300		2,108,862
Trident Microsystems, Inc. (a)	31,100		590,278
			5,619,973
Software - 0.4%
BEA Systems, Inc. (a)	69,000		903,210
TOTAL INFORMATION TECHNOLOGY			12,168,564
MATERIALS - 2.2%
Chemicals - 1.2%
Monsanto Co.	25,200		2,121,588
Nitto Denko Corp.	3,000		213,677
Shin-Etsu Chemical Co. Ltd.	2,500		135,897
Syngenta AG sponsored ADR	6,300		167,328
Tokuyama Corp.	2,000		29,714
			2,668,204
Metals & Mining - 1.0%
AUR Resources, Inc.	33,300		530,986
BHP Billiton Ltd. sponsored ADR	2,700		116,289
Titanium Metals Corp. (a)	50,300		1,729,314
			2,376,589
TOTAL MATERIALS			5,044,793
TELECOMMUNICATION SERVICES - 2.8%
Diversified Telecommunication Services - 1.2%
AT&T, Inc.	103,100		2,875,459
Wireless Telecommunication Services - 1.6%
America Movil SA de CV Series L sponsored ADR	27,000		898,020
American Tower Corp. Class A (a)	49,800		1,549,776
NII Holdings, Inc. (a)	24,100		1,358,758
			3,806,554
TOTAL TELECOMMUNICATION SERVICES			6,682,013
Common Stocks - continued
	Shares		Value (Note 1)
UTILITIES - 0.1%
Electric Utilities - 0.1%
E.ON AG	2,700		$ 310,635
TOTAL COMMON STOCKS (Cost $147,052,038)		150,521,075

U.S. Treasury Obligations - 0.4%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 4.61% to 4.8% 7/6/06 to 9/7/06 (f) (Cost $894,710)	$ 900,000	895,007

Fixed-Income Funds - 27.5%
	Shares
Fidelity Floating Rate Central Investment Portfolio (g)	70,521		7,064,089
Fidelity High Income Central Investment Portfolio 1 (g)	145,783		14,070,940
Fidelity VIP Investment Grade Central Investment Portfolio (g)	432,178		43,468,507
TOTAL FIXED-INCOME FUNDS (Cost $64,860,212)		64,603,536
Money Market Funds - 10.4%

Fidelity Cash Central Fund, 5.11% (b)	17,352,548		17,352,548
Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)	7,228,250		7,228,250
TOTAL MONEY MARKET FUNDS (Cost $24,580,798)		24,580,798
TOTAL INVESTMENT PORTFOLIO - 102.3% (Cost $237,387,758)			240,600,416
NET OTHER ASSETS - (2.3)%			(5,521,407)
NET ASSETS - 100%		$ 235,079,009

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
86 Dow Jones Euro Stoxx 50 Index Contracts (Germany)	Sept. 2006	$ 4,028,610	$ (2,009)
38 FTSE 100 Index Contracts (United Kingdom)	Sept. 2006	4,093,979	(153)
17 S&P 500 Index Contracts	Sept. 2006	5,437,450	11,983
TOTAL EQUITY INDEX CONTRACTS		$ 13,560,039	$ 9,821

The face value of futures purchased as a percentage of net assets - 5.7%

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.

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $542,443 or 0.2% of net assets.

(f) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $895,007.

(g) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited list of holdings for each fixed-income central fund, as of the investing fund's report date, is available upon request or at advisor.fidelity.com. The reports are located just after the fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the fixed-income central fund's financial statements are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 604,811
Fidelity Floating Rate Central Investment Portfolio	213,618
Fidelity High Income Central Investment Portfolio 1	778,036
Fidelity Securities Lending Cash Central Fund	11,373
Fidelity Ultra-Short Central Fund	85,552
Fidelity VIP Investment Grade Central Investment Portfolio	39,342
Total	$ 1,732,732

Additional information regarding the fund's fiscal year to date purchases and sales, including the ownership percentage, of the following fixed income Central Funds is as follows:

Fund	Value, beginning of period	Purchases	Sales Proceeds	Value, end of period	% ownership, end of period
Fidelity Floating Rate Central Investment Portfolio	$ 4,991,240	$ 4,499,921	$ 2,400,201	$ 7,064,089	0.6%
Fidelity High Income Central Investment Portfolio 1	22,060,795	-	7,996,795	14,070,940	2.1%
Fidelity Ultra-Short Central Fund	2,799,003	3,000,317	5,799,059	-	0.0%
Fidelity VIP Investment Grade Central Investment Portfolio	-	43,223,878*	-	43,468,507	1.6%
Total	$ 29,851,038	$ 50,724,116	$ 16,196,055	$ 64,603,536

* $36,336,844 represents the value of shares received through in-kind contributions.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (ratings are unaudited):

U.S.Government and U.S.Government Agency Obligations	11.0%
AAA,AA,A	4.0%
BBB	2.4%
BB	3.5%
B	3.9%
CCC,CC,C	0.8%
Not Rated	0.6%
Equities	69.7%
Short-Term Investments and Net Other Assets	4.1%
	100.0%

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.

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

United States of America	85.6%
Switzerland	2.1%
Japan	1.8%
Canada	1.2%
Others (individually less than 1%)	9.3%
	100.0%

The information in the above tables is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central funds.

Income Tax Information

At December 31, 2005, the fund had a capital loss carryforward of approximately $58,627,384 of which $38,871,131, $11,142,366 and $8,613,887 will expire on December 31, 2009, 2010 and 2011, respectively.

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

Semiannual Report

VIP Asset Manager: Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

	June 30, 2006 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $7,201,516) - See accompanying schedule: Unaffiliated issuers (cost $147,946,748)	$ 151,416,082
Affiliated Central Funds (cost $89,441,010)	89,184,334
Total Investments (cost $237,387,758)		$ 240,600,416
Foreign currency held at value (cost $5)		5
Receivable for investments sold		1,584,494
Receivable for fund shares sold		4,073
Dividends receivable		174,567
Interest receivable		289,668
Prepaid expenses		572
Other receivables		11,378
Total assets		242,665,173

Liabilities
Payable for fund shares redeemed	$ 127,926
Accrued management fee	109,741
Distribution fees payable	1,663
Payable for daily variation on futures contracts	18,208
Other affiliated payables	21,561
Other payables and accrued expenses	78,815
Collateral on securities loaned, at value	7,228,250
Total liabilities		7,586,164

Net Assets		$ 235,079,009
Net Assets consist of:
Paid in capital		$ 271,049,766
Undistributed net investment income		2,811,097
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(42,004,349)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,222,495
Net Assets		$ 235,079,009

Statement of Assets and Liabilities - continued

	June 30, 2006 (Unaudited)

Initial Class: Net Asset Value, offering price and redemption price per share ($218,204,286 ÷ 17,272,117 shares)		$ 12.63

Service Class: Net Asset Value, offering price and redemption price per share ($5,185,591 ÷ 413,177 shares)		$ 12.55

Service Class 2: Net Asset Value, offering price and redemption price per share ($5,988,347 ÷ 479,672 shares)		$ 12.48

Investor Class: Net Asset Value, offering price and redemption price per share ($5,700,785 ÷ 452,275 shares)		$ 12.60

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

Semiannual Report

VIP Asset Manager: Growth Portfolio
Financial Statements - continued

Statement of Operations

	Six months ended June 30, 2006 (Unaudited)

Investment Income
Dividends		$ 934,858
Interest		630,587
Income from affiliated Central Funds		1,732,732
Total income		3,298,177

Expenses
Management fee	$ 744,175
Transfer agent fees	95,121
Distribution fees	10,487
Accounting and security lending fees	54,522
Independent trustees' compensation	516
Custodian fees and expenses	44,619
Registration fees	97
Audit	37,768
Legal	1,666
Interest	1,432
Miscellaneous	29,769
Total expenses before reductions	1,020,172
Expense reductions	(82,087)	938,085
Net investment income (loss)		2,360,092
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers (net of foreign taxes of $5,659)	18,453,543
Affiliated Central Funds	252,441
Foreign currency transactions	(44,408)
Futures contracts	(933)
Swap agreements	(17,907)
Total net realized gain (loss)		18,642,736
Change in net unrealized appreciation (depreciation) on: Investment securities (net of decrease in deferred foreign taxes of $4,552)	(21,372,597)
Assets and liabilities in foreign currencies	2,569
Futures contracts	158,692
Swap agreements	(5,504)
Total change in net unrealized appreciation (depreciation)		(21,216,840)
Net gain (loss)		(2,574,104)
Net increase (decrease) in net assets resulting from operations		$ (214,012)

Statement of Changes in Net Assets

	Six months ended June 30, 2006 (Unaudited)	Year ended December 31, 2005
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2,360,092	$ 5,539,180
Net realized gain (loss)	18,642,736	10,457,059
Change in net unrealized appreciation (depreciation)	(21,216,840)	(6,151,309)
Net increase (decrease) in net assets resulting from operations	(214,012)	9,844,930
Distributions to shareholders from net investment income	(5,395,505)	(7,156,575)
Share transactions - net increase (decrease)	(33,066,893)	(47,376,524)
Total increase (decrease) in net assets	(38,676,410)	(44,688,169)

Net Assets
Beginning of period	273,755,419	318,443,588
End of period (including undistributed net investment income of $2,811,097 and undistributed net investment income of $5,885,132, respectively)	$ 235,079,009	$ 273,755,419

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

VIP Asset Manager: Growth Portfolio

Financial Highlights - Initial Class

	Six months ended June 30, 2006	Years ended December 31,
	(Unaudited)	2005	2004	2003	2002	2001
Selected Per-Share Data
Net asset value, beginning of period	$ 12.97	$ 12.78	$ 12.33	$ 10.33	$ 12.56	$ 14.41
Income from Investment Operations
Net investment income (loss)^E	.12	.24	.26^G	.26	.32	.32
Net realized and unrealized gain (loss)	(.20)	.25	.47	2.06	(2.23)	(1.31)
Total from investment operations	(.08)	.49	.73	2.32	(1.91)	(.99)
Distributions from net investment income	(.26)	(.30)	(.28)	(.32)	(.32)	(.39)
Distributions from net realized gain	-	-	-	-	-	(.47)
Total distributions	(.26)	(.30)	(.28)	(.32)	(.32)	(.86)
Net asset value, end of period	$ 12.63	$ 12.97	$ 12.78	$ 12.33	$ 10.33	$ 12.56
Total Return^{B, C, D}	(.64)%	3.89%	5.98%	23.34%	(15.53)%	(7.39)%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.77%^A	.74%	.75%	.73%	.73%	.73%
Expenses net of fee waivers, if any	.77%^A	.74%	.75%	.73%	.73%	.73%
Expenses net of all reductions	.70%^A	.72%	.74%	.72%	.69%	.72%
Net investment income (loss)	1.81%^A	1.93%	2.15%	2.33%	2.88%	2.55%
Supplemental Data
Net assets, end of period (000 omitted)	$ 218,204	$ 260,968	$ 306,137	$ 335,285	$ 284,298	$ 399,273
Portfolio turnover rate ^{, I}	153%	43%	57%	65%	149%	111%
^AAnnualized ^BTotal returns for periods of less than one year are not annualized. ^CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^DTotal returns would have been lower had certain expenses not been reduced during the periods shown. ^ECalculated based on average shares outstanding during the period. ^FAmounts do not include the activity of the affiliated central funds. ^GInvestment income per share reflects a special dividend which amounted to $.04 per share. ^HExpense 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. ^IAmounts do not include the portfolio activity of the underlying funds.

Financial Highlights - Service Class

	Six months ended June 30, 2006	Years ended December 31,
	(Unaudited)	2005	2004	2003	2002	2001
Selected Per-Share Data
Net asset value, beginning of period	$ 12.88	$ 12.69	$ 12.25	$ 10.27	$ 12.47	$ 14.32
Income from Investment Operations
Net investment income (loss)^E	.11	.23	.25^G	.24	.30	.31
Net realized and unrealized gain (loss)	(.19)	.24	.46	2.05	(2.20)	(1.32)
Total from investment operations	(.08)	.47	.71	2.29	(1.90)	(1.01)
Distributions from net investment income	(.25)	(.28)	(.27)	(.31)	(.30)	(.37)
Distributions from net realized gain	-	-	-	-	-	(.47)
Total distributions	(.25)	(.28)	(.27)	(.31)	(.30)	(.84)
Net asset value, end of period	$ 12.55	$ 12.88	$ 12.69	$ 12.25	$ 10.27	$ 12.47
Total Return^{B, C, D}	(.67)%	3.79%	5.85%	23.15%	(15.54)%	(7.57)%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.87%^A	.84%	.88%	.85%	.84%	.83%
Expenses net of fee waivers, if any	.87%^A	.84%	.88%	.85%	.84%	.83%
Expenses net of all reductions	.80%^A	.82%	.87%	.84%	.80%	.82%
Net investment income (loss)	1.71%^A	1.83%	2.02%	2.21%	2.77%	2.44%
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,186	$ 5,604	$ 5,907	$ 6,692	$ 6,105	$ 9,542
Portfolio turnover rate ^I	153%	43%	57%	65%	149%	111%
^AAnnualized ^BTotal returns for periods of less than one year are not annualized. ^CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^DTotal returns would have been lower had certain expenses not been reduced during the periods shown. ^ECalculated based on average shares outstanding during the period. ^FAmounts do not include the activity of the affiliated central funds. ^GInvestment income per share reflects a special dividend which amounted to $.04 per share. ^HExpense 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. ^IAmounts do not include the portfolio activity of the underlying funds.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2006	Years ended December 31,
	(Unaudited)	2005	2004	2003	2002	2001
Selected Per-Share Data
Net asset value, beginning of period	$ 12.81	$ 12.61	$ 12.19	$ 10.21	$ 12.43	$ 14.30
Income from Investment Operations
Net investment income (loss)^E	.10	.20	.22^G	.22	.28	.28
Net realized and unrealized gain (loss)	(.20)	.25	.46	2.05	(2.21)	(1.30)
Total from investment operations	(.10)	.45	.68	2.27	(1.93)	(1.02)
Distributions from net investment income	(.23)	(.25)	(.26)	(.29)	(.29)	(.38)
Distributions from net realized gain	-	-	-	-	-	(.47)
Total distributions	(.23)	(.25)	(.26)	(.29)	(.29)	(.85)
Net asset value, end of period	$ 12.48	$ 12.81	$ 12.61	$ 12.19	$ 10.21	$ 12.43
Total Return^{B, C, D}	(.83)%	3.65%	5.63%	23.03%	(15.83)%	(7.66)%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.05%^A	1.03%	1.06%	1.05%	1.03%	1.00%
Expenses net of fee waivers, if any	1.05%^A	1.03%	1.06%	1.05%	1.03%	1.00%
Expenses net of all reductions	.98%^A	1.02%	1.05%	1.04%	.99%	.99%
Net investment income (loss)	1.53%^A	1.64%	1.84%	2.01%	2.58%	2.28%
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,988	$ 5,854	$ 6,399	$ 6,694	$ 4,044	$ 5,213
Portfolio turnover rate ^I	153%	43%	57%	65%	149%	111%
^AAnnualized ^BTotal returns for periods of less than one year are not annualized. ^CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^DTotal returns would have been lower had certain expenses not been reduced during the periods shown. ^ECalculated based on average shares outstanding during the period. ^FAmounts do not include the activity of the affiliated central funds. ^GInvestment income per share reflects a special dividend which amounted to $.04 per share. ^HExpense 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. ^IAmounts do not include the portfolio activity of the underlying funds.

Financial Highlights - Investor Class

	Six months ended June 30, 2006
	(Unaudited)	2005^G
Selected Per-Share Data
Net asset value, beginning of period	$ 12.96	$ 12.60
Income from Investment Operations
Net investment income (loss)^E	.11	.10
Net realized and unrealized gain (loss)	(.20)	.26
Total from investment operations	(.09)	.36
Distributions from net investment income	(.27)	-
Net asset value, end of period	$ 12.60	$ 12.96
Total Return^{B, C, D}	(.76)%	2.86%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	.93%^A	.96%^A
Expenses net of fee waivers, if any	.93%^A	.96%^A
Expenses net of all reductions	.87%^A	.94%^A
Net investment income (loss)	1.64%^A	1.83%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 5,701	$ 1,330
Portfolio turnover rate ^I	153%	43%

^AAnnualized ^BTotal returns for periods of less than one year are not annualized. ^CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^DTotal returns would have been lower had certain expenses not been reduced during the periods shown. ^ECalculated based on average shares outstanding during the period. ^FAmounts do not include the activity of the affiliated central funds. ^GFor the period July 21, 2005 (commencement of sale of shares) to December 31, 2005. ^HExpense 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. ^IAmounts do not include the portfolio activity of the underlying funds.

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

VIP Asset Manager: Growth Portfolio

Notes to Financial Statements

For the period ended June 30, 2006 (Unaudited)

1. Significant Accounting Policies.

VIP Asset Manager: Growth Portfolio (the Fund) is a fund of Variable Insurance Products Fund II (the trust) (referred to in this report as VIP Asset Manager: Growth Portfolio) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 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.

The Fund may invest in Fidelity Ultra-Short Central Fund (Ultra-Short Central Fund) and fixed-income Central Investment Portfolios (CIPs), collectively referred to as the Central Funds, and affiliated money market central funds (Money Market Central Funds), which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Central Funds:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, 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 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 can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

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

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

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

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. 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.

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

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

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

Book-tax differences are primarily due to futures transactions, swap agreements, foreign currency transactions, passive foreign investment companies (PFIC), prior period premium and discount on debt securities, defaulted bonds, market discount, financing transactions, 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	$ 9,556,529
Unrealized depreciation	(5,906,590)
Net unrealized appreciation (depreciation)	$ 3,649,939
Cost for federal income tax purposes	$ 236,950,477

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

2. Operating Policies.

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

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

Restricted Securities. 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.

VIP Asset Manager: Growth Portfolio

2. Operating Policies - continued

Swap Agreements. The Fund may invest in swaps for the purpose of managing its exposure to interest rate, credit or market risk.

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. Periodic payments received or made by the Fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact a fund.

Total return swaps are agreements to exchange the return generated by one instrument or index for the return generated by another instrument, for example, the agreement to pay interest in exchange for a market-linked return based on a notional amount. To the extent the total return of the index exceeds the offsetting interest obligation, a fund will receive a payment from the counterparty. To the extent it is less, a fund will make a payment to the counterparty. Periodic payments received or made by the Fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Credit default swaps involve the exchange of a fixed rate premium for protection against the loss in value of an underlying debt instrument in the event of a defined credit event (such as payment default or bankruptcy). Under the terms of the swap, one party acts as a "guarantor" receiving a periodic payment that is a fixed percentage applied to a notional principal amount. In return the party agrees to purchase the notional amount of the underlying instrument, at par, if a credit event occurs during the term of the swap. The Fund may enter into credit default swaps in which either it or its counterparty act as guarantors. By acting as the guarantor of a swap, a fund assumes the market and credit risk of the underlying instrument including liquidity and loss of value. Periodic payments and premiums received or made by the Fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with a fund's custodian in compliance with swap contracts.

Mortgage Dollar Rolls. To earn additional income, the Fund may employ trading strategies which involve the sale and simultaneous agreement to repurchase similar securities ("mortgage dollar rolls") or the purchase and simultaneous agreement to sell similar securities ("reverse mortgage dollar rolls"). The securities traded are mortgage securities and bear the same interest rate but may be collateralized by different pools of mortgages. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities which may enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, U.S. government securities and in-kind transactions, aggregated $326,283,796 and $357,795,908, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .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' average net assets and .25% of Service Class 2's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

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

Service Class	$ 2,809
Service Class 2	7,678
	$ 10,487

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	$ 85,098
Service Class	1,943
Service Class 2	3,032
Investor Class	5,048
	$ 95,121

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

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

The Fund may also invest in Ultra-Short Central Fund, managed by FIMM, which seeks to obtain a high level of current income consistent with preservation of capital by investing in U.S. dollar denominated money market and investment-grade debt securities.

The Fund may also invest in CIPs managed by Fidelity Management & Research Company Inc. (FMRC) an affiliate of FMR.

The VIP Investment Grade CIP seeks a high level of income by normally investing in investment-grade debt securities. The High Income Central Investment Portfolio 1 seeks a high level of income and may also seek capital appreciation by investing primarily in debt securities, preferred stocks, and convertible securities, with an emphasis on lower-quality debt securities. The Floating Rate Central Investment Portfolio seeks a high level of income by normally investing in floating rate loans and other floating rate securities.

The Fund's Schedule of Investments lists the Central Funds as an investment of the Fund but does not include the underlying holdings of the Central Funds. Based on their investment objectives, the Central Funds may invest or participate in various investment vehicles or strategies that are similar to those of the investing fund. In addition, the Central Funds may also participate in delayed delivery and when-issued securities, and loans and other direct debt instruments. These strategies are consistent with the investment objectives of the Fund and may involve certain economic risks, including the risk that a counterparty to one or more of these transactions may be unable or unwilling to comply with the terms of the governing agreement. This may result in a decline in value of the Central Funds and the Fund.

A complete unaudited list of holdings for the Central Funds, as of the Fund's report date, is available upon request or at advisor.fidelity.com. The reports are located just after the Fund's financial statements and quarterly reports but are not part of the financial statements or quarterly reports. In addition, the Central Funds financial statements are available on the EDGAR Database on the SEC's web site, www.sec.gov, or upon request.

The Central Funds do not pay a management fee.

On June 23, 2006 the Fund completed a non-taxable exchange of securities with a value, including accrued interest, of $36,336,844 (which included $818,420 of unrealized depreciation) for 363,368 shares (each then valued at $100.00 per share) of the VIP Investment Grade Central Investment Portfolio, an affiliated entity. This is considered a non-taxable exchange for federal income tax purposes, with no gain or loss recognized by the Fund or its shareholders.

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 $3,296 for the period.

VIP Asset Manager: Growth Portfolio

4. 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	$ 5,161,500	4.99%	$ 1,432

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounts to $410 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from affiliated central funds. Net income from lending portfolio securities during the period amounted to $11,373.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $81,992 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 $95.

8. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 73% of the total outstanding shares of the Fund.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2006	Year ended December 31, 2005 ^A
From net investment income
Initial Class	$ 5,133,317	$ 6,891,918
Service Class	109,477	146,131
Service Class 2	111,370	118,526
Investor Class	41,341	-
Total	$ 5,395,505	$ 7,156,575

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2006	Year ended December 31, 2005 ^A	Six months ended June 30, 2006	Year ended December 31, 2005 ^A
Initial Class
Shares sold	160,945	400,393	$ 2,094,720	$ 4,987,117
Reinvestment of distributions	399,480	553,123	5,133,317	6,891,918
Shares redeemed	(3,407,241)	(4,783,614)	(44,854,668)	(59,550,144)
Net increase (decrease)	(2,846,816)	(3,830,098)	$ (37,626,631)	$ (47,671,109)
Service Class
Shares sold	16,213	79,697	$ 211,417	$ 986,639
Reinvestment of distributions	8,573	11,794	109,477	146,131
Shares redeemed	(46,645)	(121,815)	(600,589)	(1,500,514)
Net increase (decrease)	(21,859)	(30,324)	$ (279,695)	$ (367,744)
Service Class 2
Shares sold	78,184	201,792	$ 1,018,416	$ 2,506,921
Reinvestment of distributions	8,762	9,613	111,370	118,526
Shares redeemed	(64,432)	(261,528)	(822,619)	(3,239,888)
Net increase (decrease)	22,514	(50,123)	$ 307,167	$ (614,441)
Investor Class
Shares sold	368,476	159,021	$ 4,779,797	$ 2,003,653
Reinvestment of distributions	3,225	-	41,341	-
Shares redeemed	(22,055)	(56,392)	(288,872)	(726,883)
Net increase (decrease)	349,646	102,629	$ 4,532,266	$ 1,276,770

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

VIP Asset Manager: Growth Portfolio

Board Approval of Investment Advisory Contracts and Management Fees

VIP Asset Manager: Growth Portfolio

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

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

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

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

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

Semiannual Report

VIP Asset Manager: Growth Portfolio

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

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

Fidelity Investments Money Management, Inc.

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

JPMorgan Chase Bank
New York, NY

VIPAMG-SANN-0806
1.705700.108

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 II: Asset Manager: Growth Portfolio's Board of Trustees.

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)	(1)	Not applicable.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

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

Variable Insurance Products Fund II

By:	/s/Christine Reynolds
	Christine Reynolds
	President and Treasurer

Date:	August 22, 2006

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

By:	/s/Christine Reynolds
	Christine Reynolds
	President and Treasurer

Date:	August 22, 2006

By:	/s/Joseph B. Hollis
	Joseph B. Hollis
	Chief Financial Officer

Date:	August 22, 2006

Fidelity® Variable Insurance Products:

Asset Manager: Growth® Portfolio

Contents

Notes to Shareholders:

Shareholder Expense Example

Investment Changes

Investments June 30, 2006 (Unaudited)

Financial Statements

Notes to Financial Statements

Board Approval of Investment Advisory Contracts and Management Fees