N-30D 1 v2-combos.htm

Fidelity® Variable Insurance Products:

Contrafund® Portfolio

Annual Report

December 31, 2000

(2_fidelity_logos)

Contents

Market Environment

3

A review of what happened in world markets during the past 12 months.

Performance and Investment Summary

4

How the fund has done over time, and an overview of the fund's investments at the end of the period.

Fund Talk

7

The manager's review of fund performance, strategy,
and outlook.

Investments

8

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

Financial Statements

15

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

Notes

19

Notes to the financial statements.

Independent Auditors' Report

22

The auditors' opinion.

Distributions

23

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

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

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

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Annual Report

Market Environment

It used to be that there were few parallels between international equity market performance relative to stock markets in the United States. In recent years, however, e-commerce and other technological advances have made trade between nations that are oceans apart easier and more efficient than ever. Thus, with the U.S. being one of the world's favorite trading partners, the performance of international markets has become that much more sensitive to fluctuations in the U.S. At no time was this more apparent than during 2000. As U.S. equities skyrocketed in the first quarter of the year, so too did most worldwide markets. And when rising interest rates, a slowing economy and near record-high oil prices hammered U.S. stocks for the remainder of the year, international issues fell in sync. Fixed-income markets generally demonstrated similar parallels, as investors worldwide - including the U.S. - retreated to the safety and relatively high returns of bonds.

U.S. Stock Markets

Compared to 1999, stock market behavior and performance in 2000 unfolded in almost the exact opposite direction. For instance, the technology sector, which drove the NASDAQ Composite Index to a record-high annual return of 86.12% in 1999, caused the same index to fall 39.17% in 2000, the worst decline in the benchmark's history. Also in 1999, growth outperformed value, equities did better than bonds, and initial public offerings (IPOs) and Internet stocks were all the rage. Conversely, in 2000, value was the investment style of choice, Treasury and government bonds soared while most major equity indexes finished the year with negative returns, and many IPOs and Internet stocks were given the cold shoulder. A number of factors figured into this role reversal. The surging economic growth of the past few years was tempered by a series of interest-rate hikes by the Federal Reserve Board. A sharp increase in oil prices accelerated the slowdown, and the resulting effect led to a series of corporate earnings disappointments. For the 12-month period ending December 31, 2000, the large-cap weighted Standard & Poor's 500SM Index fell 9.10%, the blue-chip Dow Jones Industrial Average declined 4.71%, and the Russell 2000® Index - a barometer of small-cap stock performance - dropped 3.02%.

Foreign Stock Markets

Asian equity markets were among the poorest-performing stock markets in 2000, as several countries in the region struggled to overcome bad loans and less-than-effective financial restructuring programs. South Korea posted one of the worst numbers, as the Korea Composite Stock Price Index (KOSPI) declined 55.88% during the year. The TOPIX Index, a benchmark of the Japanese stock market, fell 32.79%. Although Hong Kong was among the more resilient markets in the region, concerns about a slowdown in the U.S. dragged the Hang Seng Index down 9.51% during the period. Many European stock markets also floundered in 2000, thanks to the sell-off in the so-called TMT sectors - meaning technology, media and telecommunications. As a result, margin

pressures and significant capital outlays for third-generation mobile-phone licenses took their toll on corporate earnings, causing the Morgan Stanley Capital International Europe Index to decline 8.19% in 2000. The Canadian equity market was one of the only foreign players to enjoy positive performance. Heavily weighted in oil, gas and financial services - three of the year's best performing sectors - the Toronto Stock Exchange (TSE) 300 returned 3.78% for the 12-month period.

U.S. Bond Markets

Strong technical factors in the market propelled investment-grade bonds past stocks during the 12-month period that ended December 31, 2000. In its strongest showing since 1995, the Lehman Brothers Aggregate Bond Index - a proxy for taxable-bond performance - returned 11.63% during this time frame. Early in 2000, Treasuries assumed market leadership from the spread sectors - corporate, mortgage and agency bonds - a position it never relinquished. A growing federal budget surplus spurred the U.S. government in January to begin buying back outstanding debt and reducing future issuance. The scarcity premium created by a shrinking supply of long-dated Treasuries sent prices soaring and yields plummeting. Anticipation that the Fed was finished raising interest rates following a half-point hike in May, combined with persistent flights to safety from risk-averse investors concerned about volatility in equity markets, further bolstered the long bond, helping the Lehman Brothers Treasury Index return 13.52% during the period. Meanwhile, the Lehman Brothers U.S. Agency and Mortgage-Backed Securities indexes returned 12.18% and 11.16%, respectively. Agencies rallied later in the period behind reduced political risk surrounding government-sponsored enterprises, while discount mortgages surged on higher-than-normal prepayment activity due to a strong housing market. Corporates lagged behind, hurt somewhat by deteriorating credit conditions and growing supply pressures. Still, the Lehman Brothers Credit Bond Index closed out the period up a respectable 9.39%.

Foreign Bond Markets

For the most part, foreign bonds - like those in the U.S. - outperformed their equity counterparts, but absolute returns varied among nations and regions. International government debt, for instance, struggled against the threat and/or realization of higher interest rates, inflation fears, a weakening euro and skepticism about the economic reform efforts of certain countries. For the 12-month period ending December 31, 2000, international government bonds fell 2.63%, according to the Salomon Smith Barney Non-U.S. Dollar World Government Bond Index. Conversely, emerging-markets bonds performed solidly throughout the year. The J.P. Morgan Emerging Markets Bond Index Global returned 14.41% for the 12-month period. During the past year, emerging-markets credit upgrades outnumbered downgrades by more than three to one.

Annual Report

Fidelity Variable Insurance Products: Contrafund Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity® VIP: Contrafund -
Initial Class

-6.58%

17.82%

21.23%

S&P 500 ®

-9.10%

18.33%

21.35%

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

You can compare the fund's return to the performance of the Standard & Poor's 500SM  Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

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

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


Understanding Performance

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

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Contrafund Portfolio Initial Class on January 3, 1995, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $31,721 - a 217.21% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $31,921 - a 219.21% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Exxon Mobil Corp.

2.5

McDonald's Corp.

2.2

Pfizer, Inc.

2.1

American International Group, Inc.

2.1

Berkshire Hathaway, Inc. Class A

1.8

10.7

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

24.3

Technology

12.8

Health

11.6

Nondurables

7.3

Energy

7.1

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks and
Equity Futures

87.8%

Bonds

2.5%

Short-Term
Investments and
Net Other Assets

9.7%



* Foreign investments

10.9%

Annual Report

Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Contrafund -
Service Class

-6.71%

17.75%

21.16%

S&P 500

-9.10%

18.33%

21.35%

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

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

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

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


Understanding Performance

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

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class on January 3, 1995, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $31,624 - a 216.24% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $31,921 - a 219.21% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Exxon Mobil Corp.

2.5

McDonald's Corp.

2.2

Pfizer, Inc.

2.1

American International Group, Inc.

2.1

Berkshire Hathaway, Inc. Class A

1.8

10.7

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

24.3

Technology

12.8

Health

11.6

Nondurables

7.3

Energy

7.1

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks and
Equity Futures

87.8%

Bonds

2.5%

Short-Term
Investments and
Net Other Assets

9.7%



* Foreign investments

10.9%

Annual Report

Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 through January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Contrafund -
Service Class 2

-6.83%

17.72%

21.14%

S&P 500

-9.10%

18.33%

21.35%

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

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

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

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


Understanding Performance

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

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class 2 on January 3, 1995, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $31,584 - a 215.84% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $31,921 - a 219.21% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Exxon Mobil Corp.

2.5

McDonald's Corp.

2.2

Pfizer, Inc.

2.1

American International Group, Inc.

2.1

Berkshire Hathaway, Inc. Class A

1.8

10.7

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

24.3

Technology

12.8

Health

11.6

Nondurables

7.3

Energy

7.1

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks and
Equity Futures

87.8%

Bonds

2.5%

Short-Term
Investments and
Net Other Assets

9.7%



* Foreign investments

10.9%

Annual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Will Danoff,
Portfolio Manager
of Contrafund Portfolio

Q. How did the fund perform, Will?

A. For the 12 months that ended December 31, 2000, the fund outperformed the Standard & Poor's 500 Index, which returned -9.10%.

Q. What factors influenced the fund's performance during the period?

A. Two critical factors were the reversal of the euphoric Internet-stock bubble and the slowing of the global economy. A combination of excessive valuations and weaker demand crushed the technology sector, which had accounted for 35% of the S&P 500 in the early spring. The fund's underweighting in technology relative to both the S&P 500 and its peers worked out well as the fund avoided most of this carnage. As the economy slowed, stocks of economically sensitive companies, such as those in the technology sector, generally performed poorly, while stocks in defensive areas, such as health care, finance and utilities, performed well. The fund was positioned advantageously in finance stocks, but could have benefited further from owning more health care companies.

Q. What was your technology strategy during the period?

A. The fund participated only moderately during the technology rally of late 1999 and early 2000 because I couldn't justify the valuations of most technology stocks. The very best technology companies were selling at extremely high price-to-earnings ratios, often more than 100 times earnings. Then, as the slowing economy hurt profit growth and investors realized that many of the Internet and emerging telecommunications companies had unsustainable or uncompetitive business models, the bubble burst. Overall, the fund's conservative positioning was the major reason for its outperformance relative to the S&P 500.

Q. Why did health stocks fall into favor, and why were you slow to increase the fund's exposure?

A. Health stocks benefited from steady earnings growth from large pharmaceutical companies, improving industry fundamentals in the HMO and hospital industries, and exciting new advances in biotechnology. Also, investors were looking for stable-growth stocks as the economy slowed and technology profits and share prices weakened. I added to the fund's positions in leading drug companies Pfizer and Schering-Plough, both of which enhanced their earnings growth rates during the year. In hindsight, I should have bought more health care stocks, but I found that most of the leading drug companies had major drugs that were losing their patent protection and I wasn't seeing accelerated earnings growth. I should have realized that in a slowing economy, the market would reward companies in industries such as health care, particularly those that were meeting their estimates despite a lack of accelerated earnings growth.

Q. You doubled the fund's exposure to finance stocks during the second half of 2000, from around 12% to just over 24%. Why?

A. Lower interest rates, spurred on by the slowing economy, produced a very favorable environment for finance stocks. Also, the commercial property and casualty insurance industry raised its prices for the first time in 14 years, resulting in an environment of steady demand and decreased capacity for that particular group. As a result, the fund's positions in American International Group, MetLife, Citigroup and Berkshire Hathaway performed well during the period. Other large financial holdings at the end of 2000 were mortgage insurer Fannie Mae, consumer finance leader Household International and super-regional bank Bank One.

Q. Which other stocks performed well? Which were disappointing?

A. The fund's best performer during the period was Waters Corp., a company that sells analytical instruments to biotechnology, pharmaceutical and government laboratories. Disappointments included McDonald's and AT&T, both of which fell short of earnings expectations.

Q. What's your outlook?

A. Continued global economic weakness could very well put a damper on both corporate earnings growth and market appreciation. The Federal Reserve Board was poised to lower interest rates in early 2001 and, while this is a positive sign, it may take a while to see momentum. I remain skeptical of a quick rebound for technology stocks, as valuations are still high and earnings growth will likely remain sluggish until 2002. I'll be looking for companies that are growing, both inside and outside the tech sector.

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


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in companies whose value is not fully recognized by the public

Start date: January 3, 1995

Size: as of December 31, 2000, more than $9.8 billion

Manager: Will Danoff, since inception; joined Fidelity in 1986

3

Annual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 87.2%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.4%

Aerospace & Defense - 1.3%

Boeing Co.

729,700

$ 48,160,200

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

1,014,100

15,659,295

Lockheed Martin Corp.

1,256,340

42,652,743

United Technologies Corp.

231,201

18,178,179

124,650,417

Ship Building & Repair - 0.1%

General Dynamics Corp.

205,000

15,990,000

TOTAL AEROSPACE & DEFENSE

140,640,417

BASIC INDUSTRIES - 1.5%

Chemicals & Plastics - 1.0%

Hercules, Inc.

343,000

6,538,438

Pharmacia Corp.

1,214,600

74,090,600

Potash Corp. of Saskatchewan

233,800

18,292,916

Spartech Corp.

61,300

1,260,481

100,182,435

Metals & Mining - 0.1%

Alcoa, Inc.

118,300

3,963,050

Rio Tinto PLC (Reg. D)

273,100

4,802,514

8,765,564

Paper & Forest Products - 0.4%

Bowater, Inc.

112,400

6,336,550

International Paper Co.

124,500

5,081,156

Kimberly-Clark Corp.

212,500

15,021,625

Pactiv Corp. (a)

66,700

825,413

Weyerhaeuser Co.

185,800

9,429,350

36,694,094

TOTAL BASIC INDUSTRIES

145,642,093

CONSTRUCTION & REAL ESTATE - 1.1%

Construction - 0.3%

Centex Corp.

56,900

2,137,306

Jacobs Engineering Group, Inc. (a)

278,030

12,841,511

Kaufman & Broad Home Corp.

149,800

5,046,388

Lennar Corp.

218,800

7,931,500

27,956,705

Real Estate - 0.0%

ResortQuest International, Inc. (a)

192,100

1,176,613

Real Estate Investment Trusts - 0.8%

AMB Property Corp.

207,400

5,353,513

Apartment Investment & Management Co. Class A

181,900

9,083,631

Archstone Communities Trust

74,500

1,918,375

Arden Realty Group, Inc.

31,600

793,950

Avalonbay Communities, Inc.

39,100

1,959,888

Equity Office Properties Trust

893,200

29,140,650

Shares

Value (Note 1)

Equity Residential Properties Trust (SBI)

400,700

$ 22,163,719

Glenborough Realty Trust, Inc.

213,600

3,711,300

74,125,026

TOTAL CONSTRUCTION & REAL ESTATE

103,258,344

DURABLES - 2.6%

Autos, Tires, & Accessories - 1.5%

Danaher Corp.

955,722

65,347,492

Midas, Inc.

246,400

2,941,400

SPX Corp. (a)

737,131

79,748,360

148,037,252

Consumer Durables - 0.6%

Blyth, Inc.

69,000

1,664,625

Minnesota Mining & Manufacturing Co.

436,100

52,550,050

54,214,675

Consumer Electronics - 0.2%

Harman International Industries, Inc.

669,200

24,425,800

Home Furnishings - 0.0%

The Bombay Company, Inc. (a)

159,800

309,613

Textiles & Apparel - 0.3%

Coach, Inc.

45,700

1,313,875

Delta Apparel, Inc.

8,870

119,191

Delta Woodside Industries

88,700

105,331

Duck Head Apparel Co., Inc. (a)

8,870

12,751

Jones Apparel Group, Inc. (a)

248,100

7,985,719

Mohawk Industries, Inc. (a)

148,620

4,068,473

Reebok International Ltd. (a)

407,500

11,141,050

24,746,390

TOTAL DURABLES

251,733,730

ENERGY - 7.1%

Energy Services - 0.3%

Baker Hughes, Inc.

109,800

4,563,563

Global Marine, Inc. (a)

13,700

388,738

Hanover Compressor Co. (a)

156,800

6,987,400

Noble Drilling Corp. (a)

62,600

2,719,188

Schlumberger Ltd. (NY Shares)

229,700

18,361,644

Smith International, Inc. (a)

4,300

320,619

33,341,152

Oil & Gas - 6.8%

Alberta Energy Co. Ltd.

2,040,590

97,728,363

BP Amoco PLC sponsored ADR

2,826,432

135,315,432

Burlington Resources, Inc.

769,090

38,839,045

Canadian Natural Resources Ltd. (a)

511,370

14,155,453

Conoco, Inc. Class B

411,700

11,913,569

EOG Resources, Inc.

140,540

7,685,781

Exxon Mobil Corp.

2,879,171

250,307,896

Nexen, Inc.

373,120

9,208,538

Noble Affiliates, Inc.

356,600

16,403,600

Royal Dutch Petroleum Co. (NY Shares)

288,000

17,442,000

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Suncor Energy, Inc.

1,519,940

$ 38,829,844

Tosco Corp.

385,600

13,086,300

TotalFinaElf SA sponsored ADR

148,023

10,759,422

Westport Resources Corp. (a)

306,700

6,728,231

668,403,474

TOTAL ENERGY

701,744,626

FINANCE - 24.3%

Banks - 4.6%

Australia & New Zealand Banking Group Ltd.

973,561

7,820,992

Bank of New York Co., Inc.

363,000

20,033,063

Bank One Corp.

3,040,600

111,361,975

Capital One Financial Corp.

523,800

34,472,588

Commerce Bancorp, Inc.

223,100

15,254,463

Compass Bancshares, Inc.

54,600

1,303,575

Fifth Third Bancorp

655,580

39,170,905

Firstar Corp.

1,454,600

33,819,450

M&T Bank Corp.

596,700

40,575,600

Mellon Financial Corp.

392,380

19,300,191

Mercantile Bankshares Corp.

29,200

1,261,075

North Fork Bancorp, Inc.

83,300

2,046,056

Northern Trust Corp.

132,100

10,774,406

Royal Bank of Scotland Group PLC

1,324,573

31,281,243

SouthTrust Corp.

247,100

10,053,881

Synovus Finanical Corp.

71,200

1,917,950

U.S. Bancorp

471,200

13,753,150

Wells Fargo & Co.

1,089,700

60,682,669

Zions Bancorp

15,900

992,756

455,875,988

Credit & Other Finance - 3.6%

American Express Co.

1,515,200

83,241,300

Citigroup, Inc.

2,951,515

150,711,735

Concord EFS, Inc. (a)

299,000

13,137,313

Household International, Inc.

1,520,300

83,616,500

Indymac Bancorp, Inc.

19,600

578,200

MBNA Corp.

717,700

26,510,044

357,795,092

Federal Sponsored Credit - 2.4%

Fannie Mae

1,932,100

167,609,675

Freddie Mac

511,500

35,229,563

USA Education, Inc.

422,800

28,750,400

231,589,638

Insurance - 11.6%

ACE Ltd.

253,200

10,745,175

Aetna, Inc. (a)

307,500

12,626,719

AFLAC, Inc.

348,400

25,150,125

Allstate Corp.

1,191,400

51,900,363

AMBAC Financial Group, Inc.

208,300

12,146,494

Shares

Value (Note 1)

American International Group, Inc.

2,115,384

$ 208,497,536

Berkshire Hathaway, Inc. Class A (a)

2,455

174,305,000

Canada Life Financial Corp.

293,400

8,190,228

CIGNA Corp.

468,670

62,005,041

Conseco, Inc.

391,400

5,161,588

Everest Re Group Ltd.

386,880

27,710,280

Hartford Financial Services Group, Inc.

512,300

36,181,188

Jefferson-Pilot Corp.

293,100

21,909,225

John Hancock Financial Services, Inc.

611,300

23,000,163

Manulife Financial Corp.

672,400

21,057,351

Marsh & McLennan Companies, Inc.

220,775

25,830,675

MBIA, Inc.

72,900

5,403,713

MetLife, Inc.

3,458,700

121,054,500

MGIC Investment Corp.

60,700

4,093,456

Old Republic International Corp.

281,100

8,995,200

PartnerRe Ltd.

182,900

11,156,900

Progressive Corp.

81,700

8,466,163

RenaissanceRe Holdings Ltd.

187,030

14,646,787

SAFECO Corp.

40,900

1,344,588

Sun Life Financial Services Canada, Inc.

1,138,900

30,386,873

The Chubb Corp.

805,114

69,642,361

The St. Paul Companies, Inc.

1,283,700

69,720,956

Torchmark Corp.

45,200

1,737,375

XL Capital Ltd. Class A

722,000

63,084,750

Zenith National Insurance Corp.

127,700

3,751,188

1,139,901,961

Savings & Loans - 0.8%

Astoria Financial Corp.

127,300

6,913,981

Golden West Financial Corp.

953,300

64,347,750

TCF Financial Corp.

39,900

1,778,044

Washington Mutual, Inc.

87,700

4,653,581

77,693,356

Securities Industry - 1.3%

Daiwa Securities Group, Inc.

4,615,000

48,139,331

Franco Nevada Mining Corp. Ltd.

1,888,564

21,541,118

Nikko Securities Co. Ltd.

3,637,000

28,143,264

Nomura Securities Co. Ltd.

1,913,000

34,372,783

132,196,496

TOTAL FINANCE

2,395,052,531

HEALTH - 11.6%

Drugs & Pharmaceuticals - 7.2%

Adolor Corp.

19,300

424,600

Allergan, Inc.

180,800

17,503,700

ALZA Corp. (a)

172,900

7,348,250

AstraZeneca PLC sponsored ADR

960,000

49,440,000

Elan Corp. PLC sponsored ADR (a)

1,406,200

65,827,738

Eli Lilly & Co.

599,782

55,817,212

Forest Laboratories, Inc. (a)

65,400

8,690,025

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Drugs & Pharmaceuticals - continued

Glaxo Wellcome PLC sponsored ADR

109,930

$ 6,156,080

Immunex Corp. (a)

1,129,170

45,872,531

Merck & Co., Inc.

582,400

54,527,200

Novartis AG sponsored ADR

238,700

10,681,825

OSI Pharmaceuticals, Inc. (a)

77,500

6,209,688

Pfizer, Inc.

4,581,675

210,757,050

Schering-Plough Corp.

2,556,300

145,070,025

Serono SA sponsored ADR (a)

818,700

19,597,631

Sigma-Aldrich Corp.

9,700

381,331

Titan Pharmaceuticals, Inc. (a)

3,000

106,110

704,410,996

Medical Equipment & Supplies - 2.2%

AmeriSource Health Corp. Class A (a)

218,700

11,044,350

Apogent Technologies, Inc.

52,800

1,082,400

Becton, Dickinson & Co.

175,600

6,080,150

Biomet, Inc.

199,000

7,897,813

Cardinal Health, Inc.

252,100

25,115,463

Disetronic Holding AG

5,155

4,620,092

Guidant Corp. (a)

53,000

2,858,688

Johnson & Johnson

30,500

3,204,406

McKesson HBOC, Inc.

346,600

12,439,474

Medtronic, Inc.

1,301,800

78,596,175

MiniMed, Inc. (a)

331,600

13,937,562

Patterson Dental Co. (a)

1,069,200

36,219,150

Stryker Corp.

20,100

1,016,859

Sybron Dental Specialties, Inc. (a)

133,633

2,255,057

Varian Medical Systems, Inc. (a)

164,300

11,162,131

217,529,770

Medical Facilities Management - 2.2%

Community Health Systems, Inc. (a)

436,600

15,281,000

HCA - The Healthcare Co.

848,916

37,360,793

Health Management Associates, Inc. Class A (a)

1,375,500

28,541,625

HEALTHSOUTH Corp. (a)

1,221,400

19,924,088

Manor Care, Inc. (a)

173,600

3,580,500

Oxford Health Plans, Inc. (a)

476,700

18,829,650

Specialty Laboratories, Inc. (a)

3,900

129,188

Tenet Healthcare Corp.

576,500

25,618,219

UnitedHealth Group, Inc.

783,800

48,105,725

Wellpoint Health Networks, Inc. (a)

178,320

20,551,380

217,922,168

TOTAL HEALTH

1,139,862,934

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 0.6%

Electrical Equipment - 0.1%

Allen Telecom, Inc. (a)

89,600

$ 1,607,200

Emerson Electric Co.

141,500

11,151,969

12,759,169

Industrial Machinery & Equipment - 0.4%

Exide Corp.

100

763

Graco, Inc.

3,100

128,263

Mettler-Toledo International, Inc. (a)

164,500

8,944,688

Tyco International Ltd.

497,400

27,605,700

36,679,414

Pollution Control - 0.1%

Waste Management, Inc.

433,500

12,029,625

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

61,468,208

MEDIA & LEISURE - 6.3%

Broadcasting - 0.3%

E.W. Scripps Co. Class A

25,800

1,622,175

Infinity Broadcasting Corp. Class A (a)

973,360

27,193,245

28,815,420

Entertainment - 2.2%

Bally Total Fitness Holding Corp. (a)

13,000

440,375

MGM Mirage, Inc.

789,100

22,242,756

Park Place Entertainment Corp. (a)

1,165,300

13,910,769

Six Flags, Inc. (a)

397,500

6,832,031

Viacom, Inc.:

Class A (a)

189,150

8,890,050

Class B (non-vtg.) (a)

3,466,781

162,072,012

Walt Disney Co.

127,610

3,692,714

218,080,707

Leisure Durables & Toys - 0.4%

Brunswick Corp.

298,200

4,901,663

Callaway Golf Co.

279,100

5,198,238

Harley-Davidson, Inc.

316,300

12,572,925

Mattel, Inc.

764,100

11,033,604

33,706,430

Lodging & Gaming - 0.2%

International Game Technology (a)

80,900

3,883,200

Marriott International, Inc. Class A

9,700

409,825

Starwood Hotels & Resorts Worldwide, Inc. unit

553,400

19,507,350

23,800,375

Publishing - 0.5%

McGraw-Hill Companies, Inc.

110,600

6,483,925

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

787,040

30,792,940

Scholastic Corp. (a)

167,700

14,862,413

52,139,278

Restaurants - 2.7%

Brinker International, Inc. (a)

194,000

8,196,500

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Restaurants - continued

CBRL Group, Inc.

315,100

$ 5,730,881

CEC Entertainment, Inc. (a)

159,900

5,456,588

Cheesecake Factory, Inc. (a)

57,100

2,191,213

Darden Restaurants, Inc.

108,800

2,488,800

McDonald's Corp.

6,256,900

212,734,600

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

183,800

5,778,213

PJ America, Inc. (a)(c)

581,700

3,235,706

Ryan's Family Steak Houses, Inc. (a)

188,500

1,778,969

Starbucks Corp. (a)

111,500

4,933,875

Wendy's International, Inc.

289,000

7,586,250

260,111,595

TOTAL MEDIA & LEISURE

616,653,805

NONDURABLES - 7.3%

Beverages - 1.2%

Anheuser-Busch Companies, Inc.

791,100

35,995,050

Diageo PLC

2,075,123

23,233,077

Pepsi Bottling Group, Inc.

341,000

13,618,688

The Coca-Cola Co.

780,910

47,586,703

120,433,518

Foods - 2.5%

Earthgrains Co.

725,600

13,423,600

Keebler Foods Co.

68,500

2,838,469

Nestle SA (Reg.)

14,411

33,786,256

Numico NV

375,938

18,980,553

PepsiCo, Inc.

1,611,100

79,850,144

Quaker Oats Co.

585,800

57,042,275

Sysco Corp.

723,200

21,696,000

Wm. Wrigley Jr. Co.

207,200

19,852,350

247,469,647

Household Products - 3.6%

Avon Products, Inc.

1,922,140

92,022,453

Colgate-Palmolive Co.

2,052,300

132,475,965

Estee Lauder Companies, Inc. Class A

231,100

10,125,069

Gillette Co.

1,018,600

36,796,925

Procter & Gamble Co.

963,400

75,566,688

346,987,100

TOTAL NONDURABLES

714,890,265

PRECIOUS METALS - 0.0%

Stillwater Mining Co. (a)

60,270

2,371,625

RETAIL & WHOLESALE - 5.0%

Apparel Stores - 1.2%

Charming Shoppes, Inc. (a)

1,965,800

11,794,800

Footstar, Inc. (a)

196,600

9,731,700

Gap, Inc.

523,700

13,354,350

Gymboree Corp. (a)

379,500

5,265,563

Shares

Value (Note 1)

Talbots, Inc.

831,800

$ 37,950,875

The Limited, Inc.

476,300

8,126,869

TJX Companies, Inc.

1,259,600

34,953,900

121,178,057

Drug Stores - 2.3%

CVS Corp.

2,630,402

157,659,720

Walgreen Co.

1,661,900

69,488,194

227,147,914

General Merchandise Stores - 0.4%

Dollar Tree Stores, Inc. (a)

41,650

1,020,425

Kohls Corp. (a)

552,800

33,720,800

Stein Mart, Inc. (a)

613,900

7,136,588

41,877,813

Grocery Stores - 0.4%

Fleming Companies, Inc.

188,711

2,229,149

Iceland Group PLC

1,701,940

8,176,847

Krispy Kreme Doughnuts, Inc.

16,200

1,344,600

Loblaw Companies Ltd.

125,740

4,235,506

Safeway PLC

1,682,914

7,511,640

Tesco PLC

2,888,600

11,761,258

35,259,000

Retail & Wholesale, Miscellaneous - 0.7%

Bed Bath & Beyond, Inc. (a)

1,799,000

40,252,625

Home Depot, Inc.

500,840

22,882,128

63,134,753

TOTAL RETAIL & WHOLESALE

488,597,537

SERVICES - 0.6%

Advertising - 0.0%

Getty Images, Inc. (a)

14,200

454,400

Educational Services - 0.1%

Career Education Corp. (a)

9,800

383,425

Corinthian Colleges, Inc. (a)

94,200

3,573,713

Devry, Inc. (a)

123,400

4,658,350

University of Phoenix Online Class A (a)

45,600

2,242,950

10,858,438

Leasing & Rental - 0.1%

GATX Corp.

196,100

9,780,488

Services - 0.4%

Administaff, Inc. (a)

38,100

1,036,320

Carlisle Holdings Ltd. (non-vtg.) (a)

205,500

1,438,500

DigitalThink, Inc.

25,900

441,919

Dun & Bradstreet Corp. (a)

34,800

900,450

Ecolab, Inc.

242,200

10,460,013

Moody's Corp.

7,100

182,381

National Processing, Inc. (a)

47,500

807,500

Professional Detailing, Inc. (a)

9,500

1,004,773

Common Stocks - continued

Shares

Value (Note 1)

SERVICES - continued

Services - continued

Robert Half International, Inc. (a)

838,100

$ 22,209,650

Watson Wyatt & Co. Holdings

4,900

115,150

38,596,656

TOTAL SERVICES

59,689,982

TECHNOLOGY - 12.8%

Communications Equipment - 3.1%

American Tower Corp. Class A (a)

2,725,750

103,237,781

CIENA Corp. (a)

521,500

42,371,875

Cisco Systems, Inc. (a)

3,970,828

151,884,171

Comverse Technology, Inc. (a)

19,500

2,118,188

Nokia AB sponsored ADR

68,100

2,962,350

Plantronics, Inc. (a)

142,600

6,702,200

309,276,565

Computer Services & Software - 5.8%

Acxiom Corp. (a)

163,700

6,374,069

Adobe Systems, Inc.

1,991,300

115,868,769

Aether Systems, Inc. (a)

20,600

805,975

Affiliated Computer Services, Inc.
Class A (a)

196,800

11,943,300

Ariba, Inc. (a)

373,800

20,045,025

Automatic Data Processing, Inc.

1,730,500

109,562,281

BEA Systems, Inc. (a)

706,394

47,549,146

Check Point Software
Technologies Ltd. (a)

38,900

5,195,581

Documentum, Inc. (a)

107,500

5,341,406

First Data Corp.

493,800

26,017,088

i2 Technologies, Inc. (a)

46,100

2,506,688

IMS Health, Inc.

310,000

8,370,000

Informatica Corp. (a)

157,200

6,219,225

J.D. Edwards & Co. (a)

162,350

2,891,859

Keane, Inc. (a)

21,300

207,675

Manugistics Group, Inc. (a)

921,100

52,502,700

Mentor Graphics Corp. (a)

160,800

4,411,950

National Data Corp.

7,800

285,675

Netegrity, Inc. (a)

321,900

17,503,313

NetIQ Corp. (a)

233,200

20,375,850

Oracle Corp. (a)

139,810

4,063,228

Peregrine Systems, Inc. (a)

50,000

987,500

Polycom, Inc. (a)

186,900

6,015,844

Rational Software Corp. (a)

996,300

38,793,431

Siebel Systems, Inc. (a)

83,900

5,673,738

SmartForce PLC sponsored ADR (a)

29,400

1,104,338

Sonus Networks, Inc.

200,497

5,062,549

SunGard Data Systems, Inc. (a)

349,200

16,456,050

The BISYS Group, Inc. (a)

241,800

12,603,825

Shares

Value (Note 1)

VeriSign, Inc. (a)

80

$ 5,935

VERITAS Software Corp. (a)

145,262

12,710,425

567,454,438

Computers & Office Equipment - 2.8%

Brocade Communications
Systems, Inc. (a)

1,325,300

121,679,106

Computer Network Technology Corp. (a)

137,200

3,953,075

Diebold, Inc.

140,200

4,679,175

EMC Corp. (a)

48,300

3,211,950

Juniper Networks, Inc. (a)

366,000

46,138,875

Network Appliance, Inc. (a)

4,900

314,519

Sun Microsystems, Inc. (a)

2,470,400

68,862,400

Symbol Technologies, Inc.

824,760

29,691,360

278,530,460

Electronic Instruments - 0.9%

Agilent Technologies, Inc. (a)

75,020

4,107,345

Ixia (a)

12,700

290,513

Novellus Systems, Inc. (a)

136,800

4,916,250

Teradyne, Inc. (a)

103,100

3,840,475

Thermo Electron Corp. (a)

1,192,932

35,489,727

TriPath Imaging, Inc. (a)

9,700

84,875

Waters Corp. (a)

498,000

41,583,000

90,312,185

Electronics - 0.2%

Cirrus Logic, Inc. (a)

473,800

8,883,750

Elantec Semiconductor, Inc. (a)

56,400

1,565,100

Integrated Device Technology, Inc. (a)

14,200

470,375

Intersil Holding Corp. Class A

150,900

3,461,269

Solectron Corp. (a)

28,900

979,710

15,360,204

TOTAL TECHNOLOGY

1,260,933,852

TRANSPORTATION - 2.2%

Air Transportation - 1.0%

Continental Airlines, Inc. Class B (a)

331,700

17,124,013

Ryanair Holdings PLC sponsored ADR (a)

521,110

29,019,313

Southwest Airlines Co.

1,715,587

57,523,632

103,666,958

Railroads - 0.2%

Canadian National Railway Co.

93,500

2,765,959

Canadian Pacific Ltd.

256,500

7,314,151

CSX Corp.

16,200

420,188

Union Pacific Corp.

118,400

6,008,800

16,509,098

Trucking & Freight - 1.0%

C.H. Robinson Worldwide, Inc.

910,100

28,611,269

Exel PLC

1,855,280

26,310,839

Expeditors International of
Washington, Inc.

431,650

23,174,209

Common Stocks - continued

Shares

Value (Note 1)

TRANSPORTATION - continued

Trucking & Freight - continued

M.S. Carriers, Inc. (a)

3,800

$ 124,450

Swift Transportation Co., Inc. (a)

1,010,400

20,018,550

98,239,317

TOTAL TRANSPORTATION

218,415,373

UTILITIES - 2.8%

Cellular - 0.3%

AT&T Corp. - Wireless Group

746,700

12,927,244

Nextel Communications, Inc. Class A (a)

102,200

2,529,450

NTT DoCoMo, Inc.

933

16,070,736

Sonera Corp.

238,900

4,343,115

35,870,545

Electric Utility - 2.0%

AES Corp. (a)

430,560

23,842,260

Ameren Corp.

39,000

1,806,188

American Electric Power Co., Inc.

453,120

21,070,080

Cinergy Corp.

54,500

1,914,313

Dominion Resources, Inc.

500

33,500

Duke Energy Corp.

295,500

25,191,375

Entergy Corp.

140,270

5,935,174

Exelon Corp.

486,700

34,171,207

FPL Group, Inc.

303,200

21,754,600

GPU, Inc.

140,300

5,164,794

National Grid Group PLC

1,159,900

10,536,170

NiSource, Inc.

147,300

4,529,475

Progress Energy, Inc.

143,600

7,063,325

Public Service Enterprise Group, Inc.

34,200

1,662,975

Southern Co.

784,590

26,087,618

Utilicorp United, Inc.

171,200

5,307,200

Wisconsin Energy Corp.

13,200

297,825

196,368,079

Gas - 0.3%

Dynegy, Inc. Class A

294,442

16,507,155

Enron Corp.

89,200

7,414,750

Sempra Energy

60,500

1,406,625

Westcoast Energy, Inc.

32,300

779,923

26,108,453

Telephone Services - 0.2%

BellSouth Corp.

212,700

8,707,406

KPNQwest NV (a)

288,000

5,454,000

Qwest Communications
International, Inc. (a)

189,439

7,766,999

21,928,405

TOTAL UTILITIES

280,275,482

TOTAL COMMON STOCKS

(Cost $7,095,091,997)

8,581,230,804

Convertible Bonds - 0.0%

Moody's Ratings (unaudited)

Principal Amount (f)

Value
(Note 1)

FINANCE - 0.0%

Banks - 0.0%

Royal Bank of Scotland Group PLC euro 0% 12/1/03 (Reg. S) (d)
(Cost $798,761)

-

GBP

704,573

$ 872,983

U.S. Treasury Obligations - 2.6%

U.S. Treasury Bills, yield
at date of purchase
5.97% to 6.2% 1/11/01
to 3/1/01 (e)

-

5,200,000

5,174,202

U.S. Treasury Bonds:

5.5% 8/15/28

Aaa

22,500,000

22,310,100

6.125% 11/15/27

Aaa

63,000,000

67,735,080

6.375% 8/15/27

Aaa

66,000,000

73,095,000

6.5% 11/15/26

Aaa

20,000,000

22,462,400

6.75% 8/15/26

Aaa

9,900,000

11,456,181

6.875% 8/15/25

Aaa

36,500,000

42,699,160

7.625% 2/15/25

Aaa

9,500,000

12,042,770

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $239,068,582)

256,974,893

Cash Equivalents - 10.4%

Shares

Fidelity Cash Central Fund, 6.53% (b)

962,133,447

962,133,447

Fidelity Securities Lending Cash Central Fund, 6.61% (b)

60,116,350

60,116,350

TOTAL CASH EQUIVALENTS

(Cost $1,022,249,797)

1,022,249,797

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $8,357,209,137)

9,861,328,477

NET OTHER ASSETS - (0.2)%

(17,223,328)

NET ASSETS - 100%

$ 9,844,105,149

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

177 S&P 500 Stock Index Contracts

March 2001

$ 59,073,750

$ (458,688)

The face value of futures purchased as a percentage of net assets - 0.6%

Currency Abbreviations

GBP

-

British pound

Legend

(a) Non-income producing

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

(c) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Forsoft Ltd.

$ -

$ 14,233,121

$ -

$ -

PJ America, Inc.

-

-

-

3,235,706

TOTALS

$ -

$ 14,233,121

$ -

$ 3,235,706

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of
the securities pledged amounted to $2,977,123.

(f) Principal amounts are stated in United States dollars unless otherwise noted.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $16,356,927,770 and $16,251,368,358, respectively, of which long-term U.S. government and government obligations aggregated $0 and $5,867,969, respectively.

The market value of futures contracts opened and closed during the period amounted to $1,066,432,211 and $1,022,745,140, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $776,911 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $57,623,819. The fund received cash collateral of $60,116,350 which was invested in cash equivalents.

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

United States of America

89.1%

United Kingdom

3.2

Canada

3.0

Japan

1.3

Ireland

1.0

Others (individually less than 1%)

2.4

100.0%

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $8,451,680,345. Net unrealized appreciation aggregated $1,409,648,132, of which $1,737,634,466 related to appreciated investment securities and $327,986,334 related to depreciated investment securities.

The fund hereby designates approximately $893,502,000 as a capital gain dividend for the purpose of the dividend paid deduction.

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

Contrafund Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $8,357,209,137) -
See accompanying schedule

$ 9,861,328,477

Cash

1,570,305

Foreign currency held at value
(cost $466,283)

481,634

Receivable for investments sold

70,818,949

Receivable for fund shares sold

4,091,178

Dividends receivable

4,554,019

Interest receivable

9,965,096

Other receivables

957,321

Total assets

9,953,766,979

Liabilities

Payable for investments purchased

$ 35,043,513

Payable for fund shares redeemed

9,148,016

Accrued management fee

4,655,164

Distribution fees payable

116,793

Payable for daily variation on
futures contracts

702,159

Other payables and
accrued expenses

349,514

Collateral on securities loaned,
at value

60,116,350

Total liabilities

110,131,509

Net Assets

$ 9,843,635,470

Net Assets consist of:

Paid in capital

$ 8,146,007,632

Undistributed net investment income

67,012,238

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

126,987,941

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

1,503,627,659

Net Assets

$ 9,843,635,470

Initial Class:
Net Asset Value, offering price
and redemption price per share ($8,516,463,560
÷ 358,659,377 shares)

$23.75

Service Class:
Net Asset Value, offering price
and redemption price per share ($1,245,221,785
÷
52,598,283 shares)

$23.67

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($81,950,125
÷
3,466,103 shares)

$23.64

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 57,763,028

Interest

73,495,950

Security lending

2,129,917

Total income

133,388,895

Expenses

Management fee

$ 57,891,721

Transfer agent fees

6,603,056

Distribution fees

1,153,036

Accounting and security lending fees

898,738

Non-interested trustees' compensation

33,997

Custodian fees and expenses

549,586

Registration fees

43,475

Audit

57,874

Legal

78,894

Miscellaneous

297,080

Total expenses before reductions

67,607,457

Expense reductions

(2,536,189)

65,071,268

Net investment income

68,317,627

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities
(including realized gain (loss)
of ($6,736,275) on sales of investments in affiliated issuers)

209,183,963

Foreign currency transactions

(152,560)

Futures contracts

(4,181,856)

204,849,547

Change in net unrealized appreciation (depreciation) on:

Investment securities

(961,770,464)

Assets and liabilities in
foreign currencies

(31,647)

Futures contracts

(468,165)

(962,270,276)

Net gain (loss)

(757,420,729)

Net increase (decrease) in net assets resulting from operations

$ (689,103,102)

Other Information

Expense reductions
Directed brokerage arrangements

$ 2,524,248

Custodian credits

11,941

$ 2,536,189

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

Annual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 68,317,627

$ 37,064,074

Net realized gain (loss)

204,849,547

1,238,554,251

Change in net unrealized appreciation (depreciation)

(962,270,276)

533,893,873

Net increase (decrease) in net assets resulting from operations

(689,103,102)

1,809,512,198

Distributions to shareholders
From net investment income

(35,814,293)

(32,779,255)

From net realized gain

(1,235,476,968)

(240,381,202)

Total distributions

(1,271,291,261)

(273,160,457)

Share transactions - net increase (decrease)

2,023,685,153

1,702,847,259

Total increase (decrease) in net assets

63,290,790

3,239,199,000

Net Assets

Beginning of period

9,780,344,680

6,541,145,680

End of period (including undistributed net investment income of $67,012,238 and $34,775,260, respectively)

$ 9,843,635,470

$ 9,780,344,680

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

53,448,851

$ 1,355,965,735

75,689,715

$ 1,921,467,155

Reinvested

45,653,334

1,161,877,344

11,119,147

266,192,366

Redeemed

(49,325,329)

(1,240,820,402)

(39,357,256)

(1,004,869,657)

Net increase (decrease)

49,776,856

$ 1,277,022,677

47,451,606

$ 1,182,789,864

Service Class
Sold

24,126,050

$ 612,579,539

20,768,738

$ 530,250,534

Reinvested

4,305,875

109,369,237

291,308

6,968,091

Redeemed

(2,471,479)

(61,156,455)

(669,866)

(17,161,230)

Net increase (decrease)

25,960,446

$ 660,792,321

20,390,180

$ 520,057,395

Service Class 2 A
Sold

3,591,561

$ 88,871,209

Reinvested

1,759

44,679

Redeemed

(127,217)

(3,045,733)

Net increase (decrease)

3,466,103

$ 85,870,155

Distributions
From net investment income
Initial Class

$ 32,731,929

$ 31,943,084

Service Class

3,081,105

836,171

Service Class 2 A

1,259

-

Total

$ 35,814,293

$ 32,779,255

From net realized gain
Initial Class

$ 1,129,145,416

$ 234,249,282

Service Class

106,288,132

6,131,920

Service Class 2 A

43,420

-

Total

$ 1,235,476,968

$ 240,381,202

$ 1,271,291,261

$ 273,160,457

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

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

Contrafund Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 29.15

$ 24.44

$ 19.94

$ 16.56

$ 13.79

Income from Investment Operations

Net investment income

.17 D

.12 D

.13 D

.16 D

.14

Net realized and unrealized gain (loss)

(1.84)

5.59

5.54

3.73

2.76

Total from investment operations

(1.67)

5.71

5.67

3.89

2.90

Less Distributions

From net investment income

(.11) G

(.12)

(.14)

(.14)

-

From net realized gain

(3.62) G

(.88)

(1.03)

(.37)

(.13)

Total distributions

(3.73)

(1.00)

(1.17)

(.51)

(.13)

Net asset value, end of period

$ 23.75

$ 29.15

$ 24.44

$ 19.94

$ 16.56

Total Return B, C

(6.58)%

24.25%

29.98%

24.14%

21.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 8,516,464

$ 9,005,129

$ 6,388,592

$ 4,107,868

$ 2,394,103

Ratio of expenses to average net assets

.66%

.67%

.70%

.71%

.74%

Ratio of expenses to average net assets after expense reductions

.63% F

.65% F

.66% F

.68% F

.71% F

Ratio of net investment income to average net assets

.69%

.48%

.62%

.90%

1.33%

Portfolio turnover rate

177%

172%

201%

142%

178%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 29.10

$ 24.42

$ 19.93

$ 19.99

Income from Investment Operations

Net investment income D

.15

.10

.11

.03

Net realized and unrealized gain (loss)

(1.85)

5.58

5.55

(.09)

Total from investment operations

(1.70)

5.68

5.66

(.06)

Less Distributions

From net investment income

(.11) G

(.12)

(.14)

-

From net realized gain

(3.62) G

(.88)

(1.03)

-

Total distributions

(3.73)

(1.00)

(1.17)

-

Net asset value, end of period

$ 23.67

$ 29.10

$ 24.42

$ 19.93

Total Return B, C

(6.71)%

24.15%

29.94%

(0.30)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,245,222

$ 775,216

$ 152,553

$ 3,722

Ratio of expenses to average net assets

.76%

.78%

.80%

.81% A

Ratio of expenses to average net assets after expense reductions

.74% F

.75% F

.75% F

.78% A, F

Ratio of net investment income to average net assets

.59%

.37%

.53%

1.14% A

Portfolio turnover rate

177%

172%

201%

142%

A Annualized

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

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 28.20

Income from Investment Operations

Net investment income D

.10

Net realized and unrealized gain (loss)

(.93)

Total from investment operations

(.83)

Less Distributions

From net investment income

(.11) G

From net realized gain

(3.62) G

Total distributions

(3.73)

Net asset value, end of period

$ 23.64

Total Return B, C

(3.86)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 81,950

Ratio of expenses to average net assets

.92% A

Ratio of expenses to average net assets after expense reductions

.90% A, F

Ratio of net investment income to average net assets

.43% A

Portfolio turnover rate

177%

A Annualized

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

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

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

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

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

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

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

Contrafund Portfolio

Notes to Financial Statements

For the period ended December 31, 2000

1. Significant Accounting Policies.

Contrafund Portfolio (the fund) is a fund of Variable Insurance Products Fund II (the trust) (referred to in this report as Fidelity Variable Insurance Products: Contrafund 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 three classes of shares: the fund's original class of shares (Initial Class shares), Service Class shares and Service Class 2 shares. The fund commenced sale of Service Class 2 shares on January 12, 2000. 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 of shares differs in its respective distribution plan.

The financial statements have been prepared in conformity with generally accepted accounting principles 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. Securities for which exchange quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which exchange quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency Translation. The accounting records of the fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The schedule of investments includes information regarding income taxes under the caption "Income Tax Information."

Investment Income. Dividend income is recorded on the ex-dividend date except certain dividends from foreign securities where the ex-dividend date may have passed, are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of original issue discount, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Distributions to Shareholders. 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. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, futures transactions, foreign currency transactions, non-taxable dividends and losses deferred due to wash sales.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

2. Operating Policies.

Foreign Currency Contracts. The fund generally uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the fund, or to the Joint Trading Account, at a custodian bank. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the fund's investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of the futures variation margin reflected in 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 contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Restricted Securities. The fund is permitted to 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. At the end of the period, the fund had no investments in restricted securities.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities (other than short-term securities) and the market value of future contracts opened and closed, is included under the caption "Other Information" at the end of the fund's schedule of investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As the fund's investment adviser, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .2167% to .5200% for the period. The annual individual fund fee rate is .30%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. For the period, the management fee was equivalent to an annual rate of .57% of average net assets.

Sub-Adviser Fee. Beginning January 1, 2001, FMR Co.(FMRC) will serve as sub-adviser for the fund. FMRC is a wholly owned subsidiary of FMR and will receive a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the fund's assets that will be managed by FMRC.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted separate Distribution and Service Plans with respect to each Service Class of shares (collectively referred to as "the Plans"). Under certain of the Plans, the class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a 12b-1 fee. For the period, this fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets. Initial Class shares are not subject to a 12b-1 fee.

For the period, each class paid FDC the following amounts, all of which was reallowed to insurance companies, for the distribution of shares and providing shareholder support services.

Service Class

$ 1,071,117

Service Class 2

81,919

$ 1,153,036

Contrafund Portfolio

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

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 asset-based fees with respect to each account in a fund. FIIOC pays a portion of the expenses related to the typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees of the fund were equivalent to an annual rate of .07% of average net assets.

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

Initial Class

$ 5,860,577

Service Class

717,389

Service Class 2

25,090

$ 6,603,056

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

Fidelity Cash Central Funds. Pursuant to an Exemptive Order issued by the SEC, the fund may invest in the Fidelity Cash Central Fund and the Fidelity Securities Lending Cash Central Fund (the Cash Funds) managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Cash Funds are open-end money market funds available only to investment companies and other accounts managed by FMR and its affiliates. The Cash Funds seek preservation of capital, liquidity, and current income and do not pay a management fee. Income distributions from the Cash Funds are declared daily and paid monthly from net investment income. Income distributions earned by the fund are recorded as either interest income or security lending income in the accompanying financial statements.

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

5. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral in the form of U.S. Treasury obligations, letters of credit, and/or cash against the loaned securities, and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Information regarding the value of securities loaned and the value of collateral at period end is included under the caption "Other Information" at the end of the fund's schedule of investments.

6. Expense Reductions.

FMR has directed certain portfolio trades to brokers who paid a portion of the fund's expenses.

In addition, through an arrangement with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of the fund's expenses.

For the period, the reductions under these arrangements are shown under the caption "Other Information" on the fund's Statement of Operations.

7. Beneficial Interest.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, were the record owners of approximately 19% of the outstanding shares of the fund. In addition, two unaffiliated insurance companies were each record owners of more than 10% of the total outstanding shares of the fund totaling 33%.

8. Transactions with Affiliated Companies.

An affiliated company is a company which the fund has ownership of at least 5% of the voting securities. Information regarding transactions with affiliated companies is included under "Legend" at the end of the fund's schedule of investments.

Contrafund Portfolio

Independent Auditors' Report

To the Trustees of Variable Insurance Products Fund II and Shareholders of Contrafund Portfolio:

We have audited the accompanying statement of assets and liabilities of Contrafund Portfolio (the Fund), a fund of Variable Insurance Products Fund II (the Trust), including the portfolio of investments, as of December 31, 2000, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Contrafund Portfolio as of December 31, 2000, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 7, 2001

Annual Report

Distributions

The Board of Trustees of Contrafund Portfolio voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized

from sales of portfolio securities, and dividends derived from net investment income:

Pay Date

Record Date

Dividends

Capital Gains

Initial Class

2/2/01

2/2/01

$.17

$.60

Service Class

2/2/01

2/2/01

$.15

$.60

Service Class 2

2/2/01

2/2/01

$.16

$.60

The fund hereby designates 100% of the long-term capital gain dividends distributed during the fiscal year as 20%-rate capital gain dividends.

A total of 8% of the dividends distributed by the Initial Class, Service Class and Service Class 2 during the fiscal year qualifies for the dividends-received deduction for corporate shareholders.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

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

Fidelity Management & Research (Far East) Inc.

Fidelity Investments Japan Limited

Officers

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Abigail P. Johnson, Vice President

William Danoff, Vice President

Jason L. Weiner, Vice President

Eric D. Roiter, Secretary

Robert A. Dwight, Treasurer

Maria F. Dwyer, Deputy Treasurer

John H. Costello, Assistant Treasurer

Thomas J. Simpson, Assistant Treasurer

Board of Trustees

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Edward C. Johnson 3d

Donald J. Kirk *

Ned C. Lautenbach *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

Gerald C. McDonough *

Robert C. Pozen

Thomas R. Williams *

Advisory Board

J. Michael Cook

Marie L. Knowles

William S. Stavropoulos

* Independent trustees

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Co.
Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

VIPCON-ANN-0201 125148
1.540131.103

Fidelity® Variable Insurance Products:

Investment Grade Bond Portfolio

Annual Report

December 31, 2000

(2_fidelity_logos)

Contents

Market Environment

3

A review of what happened in world markets during the past 12 months.

Performance and Investment Summary

4

How the fund has done over time, and an overview of the fund's investments at the end of the period.

Fund Talk

7

The manager's review of fund performance, strategy
and outlook.

Investments

8

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

Financial Statements

14

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

Notes

18

Notes to the financial statements.

Independent Auditors' Report

21

The auditors' opinion.

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 marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company. Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Market Environment

It used to be that there were few parallels between international equity market performance relative to stock markets in the United States. In recent years, however, e-commerce and other technological advances have made trade between nations that are oceans apart easier and more efficient than ever. Thus, with the U.S. being one of the world's favorite trading partners, the performance of international markets has become that much more sensitive to fluctuations in the U.S. At no time was this more apparent than during 2000. As U.S. equities skyrocketed in the first quarter of the year, so too did most worldwide markets. And when rising interest rates, a slowing economy and near record-high oil prices hammered U.S. stocks for the remainder of the year, international issues fell in sync. Fixed-income markets generally demonstrated similar parallels, as investors worldwide - including the U.S. - retreated to the safety and relatively high returns of bonds.

U.S. Stock Markets

Compared to 1999, stock market behavior and performance in 2000 unfolded in almost the exact opposite direction. For instance, the technology sector, which drove the NASDAQ Composite Index to a record-high annual return of 86.12% in 1999, caused the same index to fall 39.17% in 2000, the worst decline in the benchmark's history. Also in 1999, growth outperformed value, equities did better than bonds, and initial public offerings (IPOs) and Internet stocks were all the rage. Conversely, in 2000, value was the investment style of choice, Treasury and government bonds soared while most major equity indexes finished the year with negative returns, and many IPOs and Internet stocks were given the cold shoulder. A number of factors figured into this role reversal. The surging economic growth of the past few years was tempered by a series of interest-rate hikes by the Federal Reserve Board. A sharp increase in oil prices accelerated the slowdown, and the resulting effect led to a series of corporate earnings disappointments. For the 12-month period ending December 31, 2000, the large-cap weighted Standard & Poor's 500SM Index fell 9.10%, the blue-chip Dow Jones Industrial Average declined 4.71%, and the Russell 2000® Index - a barometer of small-cap stock performance - dropped 3.02%.

Foreign Stock Markets

Asian equity markets were among the poorest-performing stock markets in 2000, as several countries in the region struggled to overcome bad loans and less-than-effective financial restructuring programs. South Korea posted one of the worst numbers, as the Korea Composite Stock Price Index (KOSPI) declined 55.88% during the year. The TOPIX Index, a benchmark of the Japanese stock market, fell 32.79%. Although Hong Kong was among the more resilient markets in the region, concerns about a slowdown in the U.S. dragged the Hang Seng Index down 9.51% during the period. Many European stock markets also floundered in 2000, thanks to the sell-off in the so-called TMT sectors - meaning technology, media and telecommunications. As a result, margin

pressures and significant capital outlays for third-generation mobile-phone licenses took their toll on corporate earnings, causing the Morgan Stanley Capital International Europe Index to decline 8.19% in 2000. The Canadian equity market was one of the only foreign players to enjoy positive performance. Heavily weighted in oil, gas and financial services - three of the year's best performing sectors - the Toronto Stock Exchange (TSE) 300 returned 3.78% for the 12-month period.

U.S. Bond Markets

Strong technical factors in the market propelled investment-grade bonds past stocks during the 12-month period that ended December 31, 2000. In its strongest showing since 1995, the Lehman Brothers Aggregate Bond Index - a proxy for taxable-bond performance - returned 11.63% during this time frame. Early in 2000, Treasuries assumed market leadership from the spread sectors - corporate, mortgage and agency bonds - a position it never relinquished. A growing federal budget surplus spurred the U.S. government in January to begin buying back outstanding debt and reducing future issuance. The scarcity premium created by a shrinking supply of long-dated Treasuries sent prices soaring and yields plummeting. Anticipation that the Fed was finished raising interest rates following a half-point hike in May, combined with persistent flights to safety from risk-averse investors concerned about volatility in equity markets, further bolstered the long bond, helping the Lehman Brothers Treasury Index return 13.52% during the period. Meanwhile, the Lehman Brothers U.S. Agency and Mortgage-Backed Securities indexes returned 12.18% and 11.16%, respectively. Agencies rallied later in the period behind reduced political risk surrounding government-sponsored enterprises, while discount mortgages surged on higher-than-normal prepayment activity due to a strong housing market. Corporates lagged behind, hurt somewhat by deteriorating credit conditions and growing supply pressures. Still, the Lehman Brothers Credit Bond Index closed out the period up a respectable 9.39%.

Foreign Bond Markets

For the most part, foreign bonds - like those in the U.S. - outperformed their equity counterparts, but absolute returns varied among nations and regions. International government debt, for instance, struggled against the threat and/or realization of higher interest rates, inflation fears, a weakening euro and skepticism about the economic reform efforts of certain countries. For the 12-month period ending December 31, 2000, international government bonds fell 2.63%, according to the Salomon Smith Barney Non-U.S. Dollar World Government Bond Index. Conversely, emerging-markets bonds performed solidly throughout the year. The J.P. Morgan Emerging Markets Bond Index Global returned 14.41% for the 12-month period. During the past year, emerging-markets credit upgrades outnumbered downgrades by more than three to one.

Annual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Investment Grade Bond -
Initial Class

11.22%

6.15%

7.68%

LB Aggregate Bond

11.63%

6.46%

7.96%

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

You can compare these figures to the Lehman Brothers Aggregate Bond Index - a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. This benchmark includes reinvested dividends and capital gains, if any.

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

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


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Initial Class on December 31, 1990. By December 31, 2000, the value of the investment would have grown to $20,964 - a 109.64% increase on the initial investment. For comparison, look at how the Lehman Brothers Aggregate Bond Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $21,504 - a 115.04% increase.

Investment Summary

Quality Diversification as of December 31, 2000

(Moody's Ratings)

% of fund's
investments

Aaa

59.9

Aa

3.9

A

12.6

Baa

16.3

Ba and Below

0.1

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ® ratings. Securities rated as Ba or below were rated investment grade by other nationally recognized rating agencies or assigned an investment grade rating at the time of acquisition by Fidelity.

Average Years to Maturity as of December 31, 2000

Years

9.2

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

12.8

Utilities

5.8

Construction & Real Estate

3.1

Media & Leisure

2.4

Energy

1.4

Annual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on July 7, 2000. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to July 7, 2000 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class' 12b-1 fee been reflected, returns prior to July 7, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past 10 year total returns would have been lower.

Average Annual Total Returns

Periods ended December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Investment Grade Bond -
Service Class

11.13%

6.14%

7.67%

LB Aggregate Bond

11.63%

6.46%

7.96%

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

You can compare these figures to the Lehman Brothers Aggregate Bond Index - a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. This benchmark includes reinvested dividends and capital gains, if any.

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

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


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Service Class on December 31, 1990. By December 31, 2000, the value of the investment would have grown to $20,948 - a 109.48% increase on the initial investment. For comparison, look at how the Lehman Brothers Aggregate Bond Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $21,504 - a 115.04% increase.

Investment Summary

Quality Diversification as of December 31, 2000

(Moody's Ratings)

% of fund's
investments

Aaa

59.9

Aa

3.9

A

12.6

Baa

16.3

Ba and Below

0.1

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Securities rated as Ba or below were rated investment grade by other nationally recognized rating agencies or assigned an investment grade rating at the time of acquisition by Fidelity.

Average Years to Maturity as of December 31, 2000

Years

9.2

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

12.8

Utilities

5.8

Construction & Real Estate

3.1

Media & Leisure

2.4

Energy

1.4

Annual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee), and returns prior to January 12, 2000 are those of Initial Class and do not include the effects of Service Class 2's 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Investment Grade Bond -
Service Class 2

10.77%

6.07%

7.64%

LB Aggregate Bond

11.63%

6.46%

7.96%

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

You can compare these figures to the Lehman Brothers Aggregate Bond Index - a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. This benchmark includes reinvested dividends and capital gains, if any.

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

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


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Service Class 2 on December 31, 1990. By December 31, 2000, the value of the investment would have grown to $20,880 - a 108.80% increase on the initial investment. For comparison, look at how the Lehman Brothers Aggregate Bond Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $21,504 - a 115.04% increase.

Investment Summary

Quality Diversification as of December 31, 2000

(Moody's Ratings)

% of fund's
investments

Aaa

59.9

Aa

3.9

A

12.6

Baa

16.3

Ba and Below

0.1

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Securities rated as Ba or below were rated investment grade by other nationally recognized rating agencies or assigned an investment grade rating at the time of acquisition by Fidelity.

Average Years to Maturity as of December 31, 2000

Years

9.2

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

12.8

Utilities

5.8

Construction & Real Estate

3.1

Media & Leisure

2.4

Energy

1.4

Annual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Kevin Grant, Portfolio Manager of Investment Grade Bond Portfolio

Q. How did the fund perform, Kevin?

A. For the 12 months that ended December 31, 2000, the fund performed in line with the Lehman Brothers Aggregate Bond Index, which returned 11.63%.

Q. How would you recap the investment-grade bond market in 2000?

A. In short, the more risk a security had, the worse it performed. So, it's no surprise that Treasuries, one of the few securities without credit risk, outperformed nearly all spread sectors - namely corporate, mortgage and agency securities - and most equities, for that matter, during the period. Early in the year, the U.S. government announced its intent to use federal government surplus funds to pay down the national debt by repurchasing outstanding long-term Treasury securities. The scarcity premium created by a dwindling supply of long-dated Treasuries sent prices soaring and yields plummeting. A series of interest-rate hikes levied by a highly restrictive Federal Reserve Board during the first half of the period aimed at taming inflationary pressures, coupled with persistent flights to safety from nervous equity investors, further bolstered the long bond. By mid-year, Treasuries continued to outperform, as it became increasingly clear that the economy was slowing. However, later in the period, most spread sectors attempted a comeback, which, along with the prospect of smaller government surpluses under a new presidential administration, helped narrow the performance gap relative to Treasuries. All told, investment-grade bonds had their best year since 1995.

Q. What drove fund performance during this time frame?

A. The fund's positioning in Treasuries had a positive impact on performance. Even though we were underweighted relative to the index at this time, we managed to gain ground by way of security selection. We benefited from adding long-term Treasuries and callable Treasuries in advance of the buybacks. We also executed some fairly successful trading strategies that capitalized on dramatic changes in the shape of the Treasury yield curve. Also, owning the right agencies helped, as these long-dated issues rebounded nicely during the period after struggling in the spring under a political cloud in Washington that threatened to strip Fannie Mae and Freddie Mac of their implicit government backing. Finally, the fund's seasoned discount mortgages - those created in 1996 and 1997 - benefited from strong housing turnover fueled by a robust economy. A red-hot housing market meant higher-than-normal prepayment activity, which resulted in a steady windfall for us as we got prepaid at par, or face value, while market prices were at discounts. However, late in the period when mortgage prices were above par, I scaled back modestly on the position due to higher prepayment risk as a result of falling mortgage rates.

Q. How about the fund's corporate bond holdings?

A. Although they posted positive returns, corporate bonds were plagued during the year by deteriorating credit conditions, a slumping stock market and growing supply pressures. While we held corporate bonds, we managed to curb the effects by maintaining a shorter duration early in the period when yield spreads widened the most. Anticipating a slowdown in the U.S. economy earlier in the year, I became much more defensive in terms of our corporate holdings, reducing our risk exposure through increased diversification. Although we weren't immune to a handful of bonds that performed poorly during the period, our positions were quite small, and this helped limit our downside. Despite the fact that most corporates lagged the rest of the market, tactical allocations to high-quality issuers within various subsectors, such as energy and media, aided relative performance. Moreover, by investing in corporate substitutes, including commercial mortgage-backed securities and Yankee bonds - dollar-denominated securities issued by foreign entities - we were able to further diversify the portfolio while increasing its return potential.

Q. What's your outlook?

A. I feel that investment-grade bonds should continue to produce reasonably attractive absolute returns in the coming months. I think there's a lot of value in the non-Treasury markets, especially in the corporate segment where prices haven't been this low in over a decade. By historical standards, investors are currently paid handsomely for taking on additional risk. Since it seems like it will be tougher to make money on Treasuries going forward and given the current credit environment, I plan to maintain a modest overweighting in corporate bonds - focusing on the more defensive sectors and adding to the fund's positions while valuations appear attractive.

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


Fund Facts

Goal: seeks to provide a high rate of income consistent with reasonable risk by investing in a broad range of investment-grade fixed-income securities; in addition, the fund seeks to protect capital

Start date: December 5, 1988

Size: as of December 31, 2000, more than $740 million

Manager: Kevin Grant, since 1997; joined Fidelity in 1993

3

Annual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Nonconvertible Bonds - 28.8%

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

AEROSPACE & DEFENSE - 0.1%

Defense Electronics - 0.1%

Raytheon Co. 7.9% 3/1/03

Baa2

$ 705,000

$ 722,928

BASIC INDUSTRIES - 0.3%

Paper & Forest Products - 0.3%

Fort James Corp.:

6.5% 9/15/02

Baa3

2,000,000

1,934,220

6.625% 9/15/04

Baa3

350,000

325,997

2,260,217

CONSTRUCTION & REAL ESTATE - 3.1%

Real Estate - 0.4%

Cabot Industrial Property LP 7.125% 5/1/04

Baa2

1,325,000

1,314,930

Duke Realty LP 7.3% 6/30/03

Baa1

1,500,000

1,519,650

2,834,580

Real Estate Investment Trusts - 2.7%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

510,000

498,857

Equity Office Properties Trust:

6.5% 1/15/04

Baa1

2,885,000

2,847,351

6.625% 2/15/05

Baa1

4,500,000

4,431,645

6.75% 2/15/08

Baa1

4,020,000

3,895,983

ProLogis Trust 6.7% 4/15/04

Baa1

565,000

562,746

Spieker Properties LP:

6.75% 1/15/08

Baa2

7,000,000

6,779,010

6.8% 5/1/04

Baa2

705,000

704,161

19,719,753

TOTAL CONSTRUCTION & REAL ESTATE

22,554,333

ENERGY - 1.4%

Oil & Gas - 1.4%

Anadarko Petroleum Corp.:

7% 11/15/27

Baa1

1,400,000

1,326,458

7.2% 3/15/29

Baa1

2,490,000

2,450,683

Apache Corp. 7.7% 3/15/26

A3

550,000

566,451

Apache Finance Property Ltd. 6.5% 12/15/07

A3

940,000

931,596

Duke Energy Field Services LLC 7.875% 8/16/10

Baa2

2,000,000

2,135,400

Ras Laffan Liquid Natural Gas Co. Ltd. yankee 8.294% 3/15/14 (c)

Baa3

1,900,000

1,866,902

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

A2

1,270,000

1,321,702

10,599,192

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

FINANCE - 12.8%

Banks - 4.5%

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

A1

$ 1,000,000

$ 1,003,780

Banc One Corp. 7.25% 8/1/02

A1

1,000,000

1,014,310

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

Aa3

4,500,000

4,688,775

Bank of Montreal 6.1% 9/15/05

A1

3,000,000

2,927,520

Bank One Capital III 8.75% 9/1/30

Aa3

1,200,000

1,173,228

Bank One Corp. 7.875% 8/1/10

A1

2,550,000

2,656,667

Barclays Bank PLC yankee:

5.95% 7/15/01

A1

2,150,000

2,146,517

8.55% 9/29/49 (b)(c)

Aa2

2,360,000

2,464,194

Capital One Bank 6.375% 2/15/03

Baa2

930,000

908,182

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

Baa3

1,290,000

1,177,951

FleetBoston Financial Corp. 7.25% 9/15/05

A2

1,695,000

1,753,393

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

A1

250,000

254,958

Kansallis-Osake-Pankki yankee 10% 5/1/02

A1

260,000

271,393

Korea Development Bank:

6.625% 11/21/03

Baa2

1,635,000

1,605,243

7.125% 4/22/04

Baa2

250,000

249,268

7.375% 9/17/04

Baa2

1,320,000

1,320,304

MBNA Corp.:

6.34% 6/2/03

Baa2

350,000

342,506

6.875% 11/15/02

Baa2

1,750,000

1,751,068

Providian National Bank 6.75% 3/15/02

Baa3

3,000,000

2,966,490

Royal Bank of Scotland Group PLC 9.118% 3/31/49

A1

1,100,000

1,196,712

Union Planters Corp. 6.75% 11/1/05

Baa2

400,000

397,616

Union Planters National Bank 6.81% 8/20/01

A3

500,000

500,110

32,770,185

Credit & Other Finance - 7.7%

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

Aa3

2,205,000

2,274,766

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

A3

1,125,000

1,051,515

Associates Corp. of North America:

6% 4/15/03

Aa3

1,150,000

1,146,447

6% 7/15/05

Aa3

2,500,000

2,464,150

Nonconvertible Bonds - continued

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

FINANCE - continued

Credit & Other Finance - continued

Bell Atlantic Financial Service, Inc. 7.6% 3/15/07

A1

$ 1,100,000

$ 1,133,781

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

A1

500,000

476,140

Citigroup, Inc. 7.25% 10/1/10

Aa3

2,900,000

2,996,077

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

A2

250,000

248,583

ERP Operating LP:

6.55% 11/15/01

A3

1,150,000

1,148,620

7.1% 6/23/04

A3

1,000,000

1,004,950

First Security Capital I 8.41% 12/15/26

A3

235,000

218,668

Ford Motor Credit Co.:

7.5% 3/15/05

A2

7,000,000

7,174,090

7.875% 6/15/10

A2

370,000

380,608

General Motors Acceptance Corp.:

7.5% 7/15/05

A2

500,000

513,440

7.625% 6/15/04

A2

2,000,000

2,055,740

7.75% 1/19/10

A2

1,300,000

1,341,626

GS Escrow Corp. 7.125% 8/1/05

Ba1

1,145,000

1,074,479

HSBC Capital Funding LP:

9.547% 12/31/49 (b)(c)

A1

2,600,000

2,852,330

10.176% 12/31/49 (b)(c)

A1

485,000

556,892

ING Capital Funding Trust III 8.439% 12/31/49 (e)

Aa3

2,550,000

2,588,531

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

A1

970,000

955,935

Qwest Capital Funding, Inc.:

7.75% 8/15/06 (c)

Baa1

1,300,000

1,349,504

7.9% 8/15/10 (c)

Baa1

1,100,000

1,152,008

Sprint Capital Corp.:

5.7% 11/15/03

Baa1

1,480,000

1,418,240

5.875% 5/1/04

Baa1

1,080,000

1,037,113

6.875% 11/15/28

Baa1

5,100,000

4,123,809

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

Baa3

810,000

805,950

TXU Eastern Funding:

6.15% 5/15/02

Baa1

2,900,000

2,852,875

6.75% 5/15/09

Baa1

785,000

736,683

U.S. West Capital Funding, Inc.:

6.5% 11/15/18

Baa1

660,000

582,839

6.875% 7/15/28

Baa1

205,000

181,052

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

Aa2

1,600,000

1,684,160

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Unicredito Italiano Capital Trust II yankee 9.2% 10/29/49 (b)(c)

A1

$ 900,000

$ 919,269

Unilever Capital Corp. 6.875% 11/1/05

A1

1,500,000

1,548,900

Verizon Global Funding Corp.:

6.75% 12/1/05 (c)

A1

3,055,000

3,064,165

7.75% 12/1/30 (c)

A1

2,020,000

2,072,480

57,186,415

Insurance - 0.1%

Executive Risk Capital Trust 8.675% 2/1/27

Baa3

750,000

724,523

Savings & Loans - 0.1%

Long Island Savings Bank FSB 6.2% 4/2/01

Baa3

750,000

746,918

Securities Industry - 0.4%

Amvescap PLC yankee 6.6% 5/15/05

A2

2,900,000

2,842,261

TOTAL FINANCE

94,270,302

INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%

Tyco International Group SA yankee 6.875% 1/15/29

Baa1

1,500,000

1,388,505

MEDIA & LEISURE - 2.4%

Broadcasting - 1.9%

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

Baa3

2,100,000

1,975,995

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

A3

810,000

841,266

Hearst-Argyle Television, Inc. 7% 1/15/18

Baa3

3,400,000

2,874,836

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

A3

1,915,000

2,178,236

TCI Communications Financing III 9.65% 3/31/27

A3

1,500,000

1,619,985

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

Baa1

1,240,000

1,337,538

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

3,000,000

2,993,550

13,821,406

Entertainment - 0.3%

Viacom, Inc. 7.875% 7/30/30

A3

2,100,000

2,152,786

Publishing - 0.2%

News America, Inc. 7.3% 4/30/28

Baa3

2,310,000

1,861,467

TOTAL MEDIA & LEISURE

17,835,659

Nonconvertible Bonds - continued

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

NONDURABLES - 0.4%

Foods - 0.2%

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

Baa1

$ 1,270,000

$ 1,275,067

Tobacco - 0.2%

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

Baa2

1,800,000

1,752,426

TOTAL NONDURABLES

3,027,493

RETAIL & WHOLESALE - 0.2%

General Merchandise Stores - 0.2%

Federated Department Stores, Inc. 8.5% 6/15/03

Baa1

1,700,000

1,735,802

TECHNOLOGY - 1.2%

Computers & Office Equipment - 1.2%

Comdisco, Inc.:

5.95% 4/30/02

Baa2

3,000,000

2,310,000

6.375% 11/30/01

Baa2

3,200,000

2,944,000

7.23% 8/16/01

Baa2

3,000,000

2,746,650

7.25% 9/1/02

Baa2

1,000,000

770,000

8,770,650

TRANSPORTATION - 0.9%

Air Transportation - 0.3%

Continental Airlines, Inc. pass thru trust certificates Series 1999 2:

Class C1, 7.73% 9/15/12

Baa1

200,754

198,687

Class C2, 7.434% 3/15/06

Baa1

550,000

549,211

Delta Air Lines, Inc.:

equipment trust certificate 8.54% 1/2/07

Baa1

352,386

350,818

7.57% 11/18/10

Aa2

465,000

494,165

7.92% 11/18/10

Aa3

500,000

531,960

2,124,841

Railroads - 0.6%

Burlington Northern Santa Fe Corp. 6.53% 7/15/37

Baa2

3,000,000

2,992,890

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

1,700,000

1,727,030

4,719,920

TOTAL TRANSPORTATION

6,844,761

UTILITIES - 5.8%

Electric Utility - 2.1%

Avon Energy Partners Holdings:

6.46% 3/4/08 (c)

Baa2

1,500,000

1,405,560

7.05% 12/11/07 (c)

Baa2

3,000,000

2,909,940

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Dominion Resources, Inc.:

7.6% 7/15/03

Baa1

$ 1,010,000

$ 1,035,250

8.125% 6/15/10

Baa1

445,000

481,005

DR Investments UK PLC yankee 7.1% 5/15/02 (c)

A3

1,500,000

1,504,965

Florida Power & Light Co. 6.875% 12/1/05

Aa3

2,160,000

2,212,877

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

A3

1,900,000

1,675,382

Nisource Finance Corp.:

7.625% 11/15/05 (c)

Baa2

1,800,000

1,870,303

7.875% 11/15/10 (c)

Baa2

2,120,000

2,231,669

Texas Utilities Co. 6.375% 1/1/08

Baa3

205,000

194,094

15,521,045

Gas - 0.7%

KeySpan Corp.:

7.25% 11/15/05

A3

1,255,000

1,306,204

7.625% 11/15/10

A3

925,000

984,570

Reliant Energy Resources Corp. 8.125% 7/15/05 (c)

Baa1

1,000,000

1,040,110

Sempra Energy 7.95% 3/1/10

A2

610,000

603,595

Southwest Gas Corp. 9.75% 6/15/02

Baa2

1,000,000

1,038,790

4,973,269

Telephone Services - 3.0%

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

A2

2,845,000

2,273,923

British Telecommunications PLC:

7.625% 12/15/05

A2

3,000,000

3,029,760

8.625% 12/15/30

A2

3,600,000

3,627,036

Cable & Wireless Optus Ltd.:

8% 6/22/10 (c)

Baa1

1,000,000

1,096,360

8.125% 6/15/09 (c)

Baa1

3,000,000

3,289,680

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

Baa1

1,730,000

1,685,262

Telefonica Europe BV 8.25% 9/15/30

A2

1,060,000

1,066,858

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

3,273,000

3,242,757

7.7% 7/20/29

Baa1

2,091,000

2,081,653

WorldCom, Inc. 6.95% 8/15/28

A3

1,175,000

986,189

22,379,478

TOTAL UTILITIES

42,873,792

TOTAL NONCONVERTIBLE BONDS

(Cost $212,838,859)

212,883,634

U.S. Government and Government Agency Obligations - 26.2%

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

U.S. Government Agency Obligations - 6.8%

Fannie Mae:

6% 12/15/05

Aaa

$ 2,405,000

$ 2,433,379

6.5% 4/29/09

Aaa

3,075,000

3,054,797

7% 7/15/05

Aaa

2,760,000

2,896,703

7.125% 6/15/10

Aaa

2,600,000

2,810,444

7.25% 1/15/10

Aaa

7,765,000

8,432,324

Federal Agricultural Mortgage Corp. 7.01% 2/10/05

Aaa

10,000

10,458

Federal Home Loan Bank 6.75% 2/1/02

Aaa

3,490,000

3,526,540

Freddie Mac:

5.75% 3/15/09

Aaa

4,300,000

4,240,187

6.45% 4/29/09

Aaa

3,000,000

2,968,590

6.75% 3/15/31

Aaa

8,000,000

8,573,760

6.77% 9/15/02

Aaa

150,000

152,649

6.875% 1/15/05

Aaa

2,045,000

2,128,068

7% 7/15/05

Aaa

5,575,000

5,850,238

Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development) 8.5% 4/1/06

Aaa

1,419,994

1,515,191

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency):

Class 1-C, 9.25% 11/15/01

Aaa

295,017

300,395

Class 2-E, 9.4% 5/15/02

Aaa

105,439

107,347

Class 3-T, 9.625% 5/15/02

Aaa

7,267

7,414

Guaranteed Export Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank):

Series 1993-C, 5.2% 10/15/04

Aaa

3,556

3,511

Series 1993-D, 5.23% 5/15/05

Aaa

7,660

7,553

Series 1994-A, 7.12% 4/15/06

Aaa

5,631

5,825

Guaranteed Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) Series 1994-B, 7.5% 1/26/06

Aaa

5,628

5,849

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Israel Export Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) Series 1994-1, 6.88% 1/26/03

Aaa

$ 5,882

$ 5,895

Overseas Private Investment Corp. U.S. Government guaranteed participation certificates Series 1994-195, 6.08% 8/15/04

Aaa

89,425

90,327

Private Export Funding Corp. secured:

5.65% 3/15/03

Aaa

101,250

100,337

6.86% 4/30/04

Aaa

802,142

814,659

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

50,042,440

U.S. Treasury Obligations - 19.4%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

14,170,000

15,412,142

6.625% 2/15/27

Aaa

2,500,000

2,855,475

8% 11/15/21

Aaa

9,150,000

11,840,649

8.875% 8/15/17

Aaa

1,305,000

1,773,782

12% 8/15/13

Aaa

20,280,000

28,651,787

14% 11/15/11

Aaa

1,465,000

2,097,235

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

510,000

495,893

5.5% 2/15/08

Aaa

1,400,000

1,425,368

5.625% 9/30/01

Aaa

3,750,000

3,748,238

5.75% 8/15/10

Aaa

900,000

943,173

6.5% 5/31/02

Aaa

31,140,000

31,607,100

7% 7/15/06

Aaa

35,250,000

38,367,510

U.S. Treasury Notes - Principal Strips 0% 5/15/02

Aaa

5,020,000

4,669,755

TOTAL U.S. TREASURY OBLIGATIONS

143,888,107

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $188,604,250)

193,930,547

U.S. Government Agency -
Mortgage Securities - 31.9%

Fannie Mae - 26.5%

6% 2/1/13 to 2/1/29

Aaa

12,455,600

12,129,972

6.5% 2/1/10 to 10/1/30

Aaa

83,277,257

82,216,220

6.5% 1/1/31 (d)

Aaa

76,000

74,931

7% 12/1/24 to 3/1/29

Aaa

27,930,225

28,010,573

7.5% 7/1/07 to 11/1/29

Aaa

34,692,822

35,238,691

7.5% 1/1/31 (d)

Aaa

18,846,000

19,128,690

8% 3/1/23 to 6/1/30

Aaa

1,507,372

1,553,499

U.S. Government Agency -
Mortgage Securities - continued

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Fannie Mae - continued

8% 1/1/31 (d)

Aaa

$ 17,820,000

$ 18,265,500

8.5% 3/1/25 to 6/1/25

Aaa

17,416

17,982

TOTAL FANNIE MAE

196,636,058

Freddie Mac - 1.1%

7.5% 10/1/30

Aaa

5,965,031

6,056,356

8.5% 3/1/20 to 1/1/28

Aaa

1,909,325

1,975,473

TOTAL FREDDIE MAC

8,031,829

Government National Mortgage Association - 4.3%

6% 8/15/08 to 5/15/09

Aaa

2,504,685

2,505,068

6.5% 10/15/27 to 12/15/28

Aaa

20,736,863

20,513,705

7.5% 3/15/06 to 10/15/28

Aaa

8,304,855

8,461,164

8% 2/15/17

Aaa

118,481

122,998

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

31,602,935

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $235,519,998)

236,270,822

Asset-Backed Securities - 3.4%

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

A1

1,500,000

1,496,715

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

880,000

872,988

Discover Card Master Trust I 5.85% 11/16/04

A2

4,000,000

3,990,625

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

830,000

832,464

6.4% 12/15/02

Aa2

480,000

481,950

7.03% 11/15/03

Aaa

209,000

211,874

JCPenney Master Credit Card Trust 5.5% 6/15/07

Aaa

7,000,000

6,912,500

Key Auto Finance Trust:

6.3% 10/15/03

A2

75,844

75,607

6.65% 10/15/03

Baa3

49,531

49,515

Premier Auto Trust
5.59% 2/9/04

Aaa

6,000,000

5,966,220

Railcar Trust 7.75% 6/1/04

Aaa

452,610

466,188

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Sears Credit Account Master Trust II:

6.75% 9/16/09

Aaa

$ 2,255,000

$ 2,314,898

7.5% 11/15/07

A2

1,300,000

1,332,500

TOTAL ASSET-BACKED SECURITIES

(Cost $24,961,370)

25,004,044

Commercial Mortgage Securities - 2.3%

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1:

Class D, 7.12% 1/10/13 (c)

Aa1

2,100,000

2,099,836

Class E, 7.47% 1/10/13 (c)(e)

Baa1

2,650,000

2,649,793

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

Baa2

1,080,000

1,062,229

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

AAA

1,100,000

1,170,902

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

Aaa

3,000,000

3,206,361

Equitable Life Assurance Society of the United States:

Series 174 Class C1, 7.52% 5/15/06 (c)

A2

500,000

518,594

Series 961 Class B1, 7.33% 5/15/06 (c)

Aa2

500,000

521,016

Fannie Mae sequential pay Series 1996-M5 Class A1, 7.141% 7/25/10 ACES

Aaa

58,822

59,824

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 2000-C3 Class A2, 6.957% 12/1/15

Aaa

2,000,000

2,057,500

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

Baa3

1,000,000

945,313

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

Aaa

2,500,000

2,510,547

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $16,444,111)

16,801,915

Foreign Government and Government Agency Obligations (f) - 3.0%

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

British Columbia Province yankee 7% 1/15/03

Aa2

$ 500,000

$ 510,025

Korean Republic yankee 8.75% 4/15/03

Baa2

775,000

805,605

Manitoba Province yankee 6.75% 3/1/03

Aa3

500,000

510,615

Quebec Province:

yankee:

7.125% 2/9/24

A2

250,000

255,145

7.5% 7/15/23

A2

8,550,000

9,104,981

7% 1/30/07

A2

1,000,000

1,038,310

7.5% 9/15/29

A2

6,480,000

6,915,456

United Mexican States:

8.5% 2/1/06

Baa3

1,200,000

1,212,000

9.875% 2/1/10

Baa3

2,290,000

2,464,040

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $22,486,078)

22,816,177

Supranational Obligations - 0.6%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $3,974,840)

Aaa

4,000,000

4,073,840

Cash Equivalents - 7.4%

Maturity Amount

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 6.49%, dated 12/29/00 due 1/2/01
(Cost $54,751,000)

$ 54,790,464

54,751,000

TOTAL INVESTMENT
PORTFOLIO - 103.6%

(Cost $759,580,506)

766,531,979

NET OTHER ASSETS - (3.6)%

(26,285,730)

NET ASSETS - 100%

$ 740,246,249

Legend

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

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $43,873,285 or 5.9% of net assets.

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

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

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

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

76.2%

AAA, AA, A

68.5%

Baa

16.3%

BBB

15.8%

Ba

0.1%

BB

1.1%

B

0.0%

B

0.0%

Caa

0.0%

CCC

0.0%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

Purchases and sales of securities, other than short-term securities, aggregated $984,514,096 and $957,050,571, respectively, of which long-term U.S. government and government agency obligations aggregated $777,713,796 and $740,822,478, respectively.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $17,520,200. The weighted average interest rate was 6.05%. Interest earned from the interfund lending program amounted to $29,446 and is included in interest income on the Statement of Operations.

The fund participated in the security lending program. At period end, there were no loans outstanding.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $759,893,269. Net unrealized appreciation aggregated $6,638,710, of which $13,123,675 related to appreciated investment securities and $6,484,965 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $22,612,000 of which $11,269,000 and $11,343,000 will expire on December 31, 2007 and 2008, respectively.

A total of 12.26% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax. The fund will notify shareholders in January 2001 of amounts for use in preparing 2000 income tax returns (unaudited).

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

Annual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value (including repurchase agreements of $54,751,000)
(cost $759,580,506) -
See accompanying schedule

$ 766,531,979

Cash

135

Receivable for investments sold

2,230,353

Receivable for fund shares sold

3,005,762

Interest receivable

10,154,295

Total assets

781,922,524

Liabilities

Payable for investments purchased
Regular delivery

$ 1,865,134

Delayed delivery

37,396,411

Payable for fund shares redeemed

2,075,043

Accrued management fee

254,043

Distribution fees payable

55

Other payables and accrued expenses

85,589

Total liabilities

41,676,275

Net Assets

$ 740,246,249

Net Assets consist of:

Paid in capital

$ 714,497,239

Undistributed net investment income

41,328,235

Accumulated undistributed
net realized gain (loss)
on investments

(22,530,698)

Net unrealized appreciation (depreciation) on investments

6,951,473

Net Assets

$ 740,246,249

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($739,910,712 ÷
58,766,801 shares)

$12.59

Service Class:
Net Asset Value, offering price
and redemption price
per share ($106,585 ÷
8,474 shares)

$12.58

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($228,952 ÷
18,264 shares)

$12.54

Statement of Operations

Year ended December 31, 2000

Investment Income

Interest

$ 45,027,059

Security lending

65,411

Total income

45,092,470

Expenses

Management fee

$ 2,726,435

Transfer agent fees

430,368

Distribution fees

372

Accounting and security lending fees

176,638

Non-interested trustees' compensation

2,189

Custodian fees and expenses

43,392

Audit

31,222

Legal

4,619

Miscellaneous

27,847

Total expenses before reductions

3,443,082

Expense reductions

(5,296)

3,437,786

Net investment income

41,654,684

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

(10,492,303)

Change in net unrealized appreciation (depreciation)
on investment securities

37,499,798

Net gain (loss)

27,007,495

Net increase (decrease) in net assets resulting from operations

$ 68,662,179

Other Information

Expense reductions
FMR Reimbursement,
Service Class 2

$ 910

Custodian credits

4,386

$ 5,296

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

Annual Report

Variable Insurance Products: Investment Grade Bond Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 41,654,684

$ 43,183,071

Net realized gain (loss)

(10,492,303)

(11,737,244)

Change in net unrealized appreciation (depreciation)

37,499,798

(38,771,648)

Net increase (decrease) in net assets resulting from operations

68,662,179

(7,325,821)

Distributions to shareholders
From net investment income

(43,339,425)

(28,513,399)

From net realized gain

-

(8,945,380)

Total distributions

(43,339,425)

(37,458,779)

Share transactions - net increase (decrease)

56,071,728

28,823,589

Total increase (decrease) in net assets

81,394,482

(15,961,011)

Net Assets

Beginning of period

658,851,767

674,812,778

End of period (including undistributed net investment income of $41,328,235 and $42,809,963, respectively)

$ 740,246,249

$ 658,851,767

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

20,063,685

$ 241,746,618

20,833,388

$ 258,967,451

Reinvested

3,827,956

43,332,459

3,052,875

37,458,779

Redeemed

(19,290,975)

(229,327,088)

(21,798,580)

(267,602,641)

Net increase (decrease)

4,600,666

$ 55,751,989

2,087,683

$ 28,823,589

Service Class A
Sold

8,474

$ 100,000

-

$ -

Reinvested

-

-

-

-

Redeemed

-

-

-

-

Net increase (decrease)

8,474

$ 100,000

-

$ -

Service Class 2 B
Sold

17,796

$ 214,552

-

$ -

Reinvested

615

6,965

-

-

Redeemed

(147)

(1,778)

-

-

Net increase (decrease)

18,264

$ 219,739

-

$ -

Distributions
From net investment income
Initial Class

$ 43,332,459

$ 28,513,399

Service Class A

-

-

Service Class 2 B

6,966

-

Total

$ 43,339,425

$ 28,513,399

From net realized gain
Initial Class

$ -

$ 8,945,380

Service Class A

-

-

Service Class 2 B

-

-

Total

$ -

$ 8,945,380

$ 43,339,425

$ 37,458,779

A Service Class commenced sale of shares July 7, 2000.

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

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

Investment Grade Bond Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 12.160

$ 12.960

$ 12.560

$ 12.240

$ 12.480

Income from Investment Operations

Net investment income

.771 C

.743 C

.725 C

.759 C

.670

Net realized and unrealized gain (loss)

.499

(.873)

.335

.291

(.290)

Total from investment operations

1.270

(.130)

1.060

1.050

.380

Less Distributions

From net investment income

(.840)

(.510)

(.590)

(.730)

(.620)

From net realized gain

-

(.160)

(.070)

-

-

Total distributions

(.840)

(.670)

(.660)

(.730)

(.620)

Net asset value, end of period

$ 12.590

$ 12.160

$ 12.960

$ 12.560

$ 12.240

Total Return B

11.22%

(1.05)%

8.85%

9.06%

3.19%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 739,911

$ 658,852

$ 674,813

$ 324,525

$ 228,594

Ratio of expenses to average net assets

.54%

.54%

.57%

.58%

.58%

Ratio of net investment income to average net assets

6.50%

6.07%

5.85%

6.34%

6.49%

Portfolio turnover rate

154%

87%

239%

191%

81%

Financial Highlights - Service Class

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 11.800

Income from Investment Operations

Net investment income C

.377

Net realized and unrealized gain (loss)

.403

Total from investment operations

.780

Net asset value, end of period

$ 12.580

Total Return B

6.61%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 107

Ratio of expenses to average net assets

.64% A

Ratio of net investment income to average net assets

6.40% A

Portfolio turnover rate

154%

A Annualized

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

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

D For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000

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

Annual Report

Variable Insurance Products: Investment Grade Bond Portfolio
Financial Statements - continued

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 12.060

Income from Investment Operations

Net investment income D

.686

Net realized and unrealized gain (loss)

.634

Total from investment operations

1.320

Less Distributions

From net investment income

(.840)

Net asset value, end of period

$ 12.540

Total Return B, C

11.69%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 229

Ratio of expenses to average net assets

1.05% A, F

Ratio of net investment income to average net assets

5.99% A

Portfolio turnover rate

154%

A Annualized

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

C The total return would have been lower had certain expenses not been reduced during the period shown.

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

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

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

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

Investment Grade Bond Portfolio

Notes to Financial Statements

For the period ended December 31, 2000

1. Significant Accounting Policies.

Investment Grade Bond Portfolio (the fund) is a fund of Variable Insurance Products Fund II (the trust) (referred to in this report as Fidelity Variable Insurance Products: Investment Grade Bond 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 three classes of shares: the fund's original class of shares (Initial Class shares), Service Class shares and Service Class 2 shares. The fund commenced sale of Service Class shares on July 7, 2000 and Service Class 2 shares on January 12, 2000. 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 of shares differs in its respective distribution plan.

The financial statements have been prepared in conformity with generally accepted accounting principles 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. Securities are valued based upon a computerized matrix system and/or appraisals by a pricing service, both of which consider market transactions and dealer-supplied valuations. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the fund is not subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. The schedule of investments includes information regarding income taxes under the caption "Income Tax Information."

Investment Income. Interest income, which includes accretion of original issue discount, is accrued as earned.

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

Distributions to Shareholders. 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. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for paydown gains/losses on certain securities, market discount, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income and accumulated undistributed net realized gain (loss) on investments may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

Change in Accounting Principle. Effective January 1, 2001, the fund will adopt the provisions of the AICPA Audit and Accounting Guide for Investment Companies and will begin amortizing premium and discount on all debt securities, as required. This accounting principle change will not have an impact on total net assets but will result in an increase or decrease to cost of securities held and a corresponding change to net investment income.

The cumulative effect of this accounting change will not have an impact on total net assets but will result in an increase or decrease to cost of securities held and a corresponding change to accumulated net undistributed realized gain (loss).

2. Operating Policies.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the fund, or to the Joint Trading Account, at a custodian bank. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Repurchase Agreements - continued

FMR, the fund's investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

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

Delayed Delivery Transactions. The fund may purchase or sell securities on a delayed delivery basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The market values of the securities purchased on a delayed delivery basis are identified as such in the fund's schedule of investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

Restricted Securities. The fund is permitted to 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. At the end of the period, the fund had no investments in restricted securities (excluding 144A issues).

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities (other than short-term securities), is included under the caption "Other Information" at the end of the fund's schedule of investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As the fund's investment adviser, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average

net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period. The annual individual fund fee rate is .30%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. For the period, the management fee was equivalent to an annual rate of .43% of average net assets.

Sub-Adviser Fee. FMR, on behalf of the fund, has entered into a sub-advisory agreement with Fidelity Investments Money Management, Inc. (FIMM), a wholly owned subsidiary of FMR. For its services, FIMM receives a fee from FMR of 50% of the management fee payable to FMR. The fee is paid prior to any voluntary expense reimbursements which may be in effect.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted separate Distribution and Service Plans with respect to each Service Class of shares (collectively referred to as "the Plans"). Under certain of the Plans, the class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a 12b-1 fee. For the period, this fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets. Initial Class shares are not subject to a 12b-1 fee.

For the period, each class paid FDC the following amounts, all of which was reallowed to insurance companies, for the distribution of shares and providing shareholder support services.

Service Class

$ 49

Service Class 2

323

$ 372

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 asset-based fees with respect to each account in a fund. FIIOC pays a portion of the expenses related to the typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees of the fund were equivalent to an annual rate of .07% of average net assets.

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

Initial Class

$ 428,996

Service Class

34

Service Class 2

1,338

$ 430,368

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

Investment Grade Bond Portfolio

Notes to Financial Statements - continued

5. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral in the form of U.S. Treasury obligations, letters of credit, and/or cash against the loaned securities, and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Information regarding the value of securities loaned and the value of collateral at period end is included under the caption "Other Information" at the end of the fund's schedule of investments.

6. Expense Reductions.

FMR voluntarily agreed to reimburse the fund's operating expenses (excluding interest, taxes, certain securities lending fees, brokerage commissions and extraordinary expenses, if any) above the following annual rates or range of annual rates of average net assets for the following class:

FMR
Expense
Limitations

Reimbursement

Service Class 2

1.05%

$ 910

In addition, through an arrangement with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of expenses. For the period, the reductions under this arrangement are shown under the caption "Other Information" on the fund's Statement of Operations.

7. Beneficial Interest.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, were the record owners of approximately 38% of the outstanding shares of the fund.

Investment Grade Bond Portfolio

Independent Auditors' Report

To the Trustees of Variable Insurance Products Fund II and Shareholders of Investment Grade Bond Portfolio:

We have audited the accompanying statement of assets and liabilities of Investment Grade Bond Portfolio (the Fund), one of the funds of Variable Insurance Products Fund II (the Trust), including the portfolio of investments, as of December 31, 2000, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Investment Grade Bond Portfolio as of December 31, 2000, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 7, 2001

Annual Report

Annual Report

Investment Grade Bond Portfolio

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Adviser

Fidelity Investments Money Management, Inc.

Officers

Edward C. Johnson 3d, President

Robert C. Pozen, Senior Vice President

Dwight D. Churchill, Vice President

David L. Murphy, Vice President

Kevin E. Grant, Vice President

Stanley N. Griffith, Assistant Vice President

Eric D. Roiter, Secretary

Robert A. Dwight, Treasurer

Maria F. Dwyer, Deputy Treasurer

John H. Costello, Assistant Treasurer

Thomas J. Simpson, Assistant Treasurer

Board of Trustees

Ralph F. Cox *

Phyllis Burke Davis *

Robert M. Gates *

Edward C. Johnson 3d

Donald J. Kirk *

Ned C. Lautenbach *

Peter S. Lynch

Marvin L. Mann *

William O. McCoy *

Gerald C. McDonough *

Robert C. Pozen

Thomas R. Williams *

Advisory Board

J. Michael Cook

Marie L. Knowles

William S. Stavropoulos

* Independent trustees

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Co., Inc.
Boston, MA

Custodian

The Bank of New York
New York, NY

VIPIGB-ANN-0201 124647
1.540025.103

Fidelity® Variable Insurance Products
Initial Class

Asset Manager SM Portfolio

Asset Manager: Growth® Portfolio

Balanced Portfolio

Contrafund® Portfolio

Dynamic Capital Appreciation Portfolio

Equity-Income Portfolio

Growth Portfolio

Growth & Income Portfolio

Growth Opportunities Portfolio

High Income Portfolio

Index 500 Portfolio

Investment Grade Bond Portfolio

Mid Cap Portfolio

Money Market Portfolio

Overseas Portfolio

Annual Report

December 31, 2000

(2_fidelity_logos)

Contents

Market Environment

4

A review of what happened in world markets
during the past 12 months.

Asset Manager Portfolio

5

Performance and Investment Summary

6

Fund Talk: The Manager's Overview

7

Investments

24

Financial Statements

Asset Manager: Growth Portfolio

28

Performance and Investment Summary

29

Fund Talk: The Manager's Overview

30

Investments

45

Financial Statements

Balanced Portfolio

49

Performance and Investment Summary

50

Fund Talk: The Manager's Overview

51

Investments

62

Financial Statements

Contrafund Portfolio

66

Performance and Investment Summary

67

Fund Talk: The Manager's Overview

68

Investments

75

Financial Statements

Dynamic Capital Appreciation Portfolio

79

Performance and Investment Summary

80

Fund Talk: The Manager's Overview

81

Investments

83

Financial Statements

Equity-Income Portfolio

87

Performance and Investment Summary

88

Fund Talk: The Manager's Overview

89

Investments

96

Financial Statements

Growth Portfolio

100

Performance and Investment Summary

101

Fund Talk: The Manager's Overview

102

Investments

107

Financial Statements

Growth & Income Portfolio

111

Performance and Investment Summary

112

Fund Talk: The Manager's Overview

113

Investments

116

Financial Statements

Growth Opportunities Portfolio

120

Performance and Investment Summary

121

Fund Talk: The Manager's Overview

122

Investments

126

Financial Statements

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

Annual Report

High Income Portfolio

130

Performance and Investment Summary

131

Fund Talk: The Manager's Overview

132

Investments

141

Financial Statements

Index 500 Portfolio

145

Performance and Investment Summary

146

Fund Talk: The Manager's Overview

147

Investments

155

Financial Statements

Investment Grade Bond Portfolio

159

Performance and Investment Summary

160

Fund Talk: The Manager's Overview

161

Investments

167

Financial Statements

Mid Cap Portfolio

171

Performance and Investment Summary

172

Fund Talk: The Manager's Overview

173

Investments

180

Financial Statements

Money Market Portfolio

184

Performance

185

Fund Talk: The Manager's Overview

186

Investments

190

Financial Statements

Overseas Portfolio

194

Performance and Investment Summary

195

Fund Talk: The Manager's Overview

196

Investments

199

Financial Statements

Notes to Financial Statements

203

Notes to the Financial Statements

Independent Auditors' Report

211

The auditors' opinion.

Independent Auditors' Report

212

The auditors' opinion.

Independent Auditors' Report

213

The auditors' opinion.

Report of Independent Accountants

214

The auditors' opinion.

Distributions

215

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

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

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

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

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

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

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

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report

Market Environment

It used to be that there were few parallels between international equity market performance relative to stock markets in the United States. In recent years, however, e-commerce and other technological advances have made trade between nations that are oceans apart easier and more efficient than ever. Thus, with the U.S. being one of the world's favorite trading partners, the performance of international markets has become that much more sensitive to fluctuations in the U.S. At no time was this more apparent than during 2000. As U.S. equities skyrocketed in the first quarter of the year, so too did most worldwide markets. And when rising interest rates, a slowing economy and near record-high oil prices hammered U.S. stocks for the remainder of the year, international issues fell in sync. Fixed-income markets generally demonstrated similar parallels, as investors worldwide - including the U.S. - retreated to the safety and relatively high returns of bonds.

U.S. Stock Markets

Compared to 1999, stock market behavior and performance in 2000 unfolded in almost the exact opposite direction. For instance, the technology sector, which drove the NASDAQ Composite Index to a record-high annual return of 86.12% in 1999, caused the same index to fall 39.17% in 2000, the worst decline in the benchmark's history. Also in 1999, growth outperformed value, equities did better than bonds, and initial public offerings (IPOs) and Internet stocks were all the rage. Conversely, in 2000, value was the investment style of choice, Treasury and government bonds soared while most major equity indexes finished the year with negative returns, and many IPOs and Internet stocks were given the cold shoulder. A number of factors figured into this role reversal. The surging economic growth of the past few years was tempered by a series of interest-rate hikes by the Federal Reserve Board. A sharp increase in oil prices accelerated the slowdown, and the resulting effect led to a series of corporate earnings disappointments. For the 12-month period ending December 31, 2000, the large-cap weighted Standard & Poor's 500SM Index fell 9.10%, the blue-chip Dow Jones Industrial Average declined 4.71%, and the Russell 2000® Index - a barometer of small-cap stock performance - dropped 3.02%.

Foreign Stock Markets

Asian equity markets were among the poorest-performing stock markets in 2000, as several countries in the region struggled to overcome bad loans and less-than-effective financial restructuring programs. South Korea posted one of the worst numbers, as the Korea Composite Stock Price Index (KOSPI) declined 55.88% during the year. The TOPIX Index, a benchmark of the Japanese stock market, fell 32.79%. Although Hong Kong was among the more resilient markets in the region, concerns about a slowdown in the U.S. dragged the Hang Seng Index down 9.51% during the period. Many European stock markets also floundered in 2000, thanks to the sell-off in the so-called TMT sectors - meaning technology, media and telecommunications. As a result, margin

pressures and significant capital outlays for third-generation mobile-phone licenses took their toll on corporate earnings, causing the Morgan Stanley Capital International Europe Index to decline 8.19% in 2000. The Canadian equity market was one of the only foreign players to enjoy positive performance. Heavily weighted in oil, gas and financial services - three of the year's best performing sectors - the Toronto Stock Exchange (TSE) 300 returned 3.78% for the 12-month period.

U.S. Bond Markets

Strong technical factors in the market propelled investment-grade bonds past stocks during the 12-month period that ended December 31, 2000. In its strongest showing since 1995, the Lehman Brothers Aggregate Bond Index - a proxy for taxable-bond performance - returned 11.63% during this time frame. Early in 2000, Treasuries assumed market leadership from the spread sectors - corporate, mortgage and agency bonds - a position it never relinquished. A growing federal budget surplus spurred the U.S. government in January to begin buying back outstanding debt and reducing future issuance. The scarcity premium created by a shrinking supply of long-dated Treasuries sent prices soaring and yields plummeting. Anticipation that the Fed was finished raising interest rates following a half-point hike in May, combined with persistent flights to safety from risk-averse investors concerned about volatility in equity markets, further bolstered the long bond, helping the Lehman Brothers Treasury Index return 13.52% during the period. Meanwhile, the Lehman Brothers U.S. Agency and Mortgage-Backed Securities indexes returned 12.18% and 11.16%, respectively. Agencies rallied later in the period behind reduced political risk surrounding government-sponsored enterprises, while discount mortgages surged on higher-than-normal prepayment activity due to a strong housing market. Corporates lagged behind, hurt somewhat by deteriorating credit conditions and growing supply pressures. Still, the Lehman Brothers Credit Bond Index closed out the period up a respectable 9.39%.

Foreign Bond Markets

For the most part, foreign bonds - like those in the U.S. - outperformed their equity counterparts, but absolute returns varied among nations and regions. International government debt, for instance, struggled against the threat and/or realization of higher interest rates, inflation fears, a weakening euro and skepticism about the economic reform efforts of certain countries. For the 12-month period ending December 31, 2000, international government bonds fell 2.63%, according to the Salomon Smith Barney Non-U.S. Dollar World Government Bond Index. Conversely, emerging-markets bonds performed solidly throughout the year. The J.P. Morgan Emerging Markets Bond Index Global returned 14.41% for the 12-month period. During the past year, emerging-markets credit upgrades outnumbered downgrades by more than three to one.

Annual Report

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

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Asset Manager -
Initial Class

-3.87%

11.18%

11.97%

Fidelity Asset Manager Composite

0.58%

12.07%

11.47%

S&P 500 ®

-9.10%

18.33%

17.46%

LB Aggregate Bond

11.63%

6.46%

7.96%

LB 3 Month T-Bill

6.20%

5.47%

5.00%

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

You can compare the fund's returns to those of the Fidelity Asset Manager Composite Index, a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500SM  Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index weighted according to the fund's neutral mix.**

This benchmark includes reinvested dividends and capital gains, if any.

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

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

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


Understanding Performance

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

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager Portfolio - Initial Class on December 31, 1990. By December 31, 2000, the value of the investment would have grown to $30,971 - a 209.71% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $49,995 over the same period - a 399.95% increase on the initial investment. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $21,504 - a 115.04% increase. You can also look at how the Fidelity Asset Manager Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $29,625 - a 196.25% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

General Electric Co.

2.3

Exxon Mobil Corp.

1.8

Pfizer, Inc.

1.7

Citigroup, Inc.

1.6

Anheuser-Busch Companies, Inc.

1.3

8.7

Top Five Bond Issuers as of December 31, 2000

(with maturities greater than one year)

% of fund's
net assets

Fannie Mae

9.8

U.S. Treasury Obligations

4.0

Government National Mortgage Association

1.7

Federal Home Loan Bank

1.2

Freddie Mac

0.9

17.6

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks class

55.2%

Bond class

41.1%

Short-Term class

3.7%



* Foreign investments

4.8%

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

Annual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

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

Q. How did the fund perform, Bart?

A. For the 12 months that ended December 31, 2000, the fund lagged the Fidelity Asset Manager Composite Index, which returned 0.58%.

Q. How did your asset allocation strategies influence performance?

A. I maintained the fund's emphasis on equities, allocating just over 54% of net assets to stocks on average during the period. The fund's neutral allocation mix typically calls for 50% to be invested in stocks, 40% in bonds and 10% in short-term and money market instruments. Although this strategy was successful early in the period when the bulls were running, it failed later in the year when market conditions took a turn for the worse. The other side to this strategy was our positioning in bonds, which further hampered relative performance. We lost ground by making an out-of-benchmark allocation to high-yield bonds, while underweighting investment-grade debt - the top-performing asset class during the year.

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

A. It was a challenging period for us given the unusually high levels of volatility in the market, spawned by sectors and styles that frequently rotated in and out of favor. The quantitative approach followed by Steve Snider kept the fund generally sector neutral relative to the Standard & Poor's 500 Index. The models Steve used emphasized fundamental data, such as earnings growth, as the driving force behind individual security selection. As such, given the market's disregard for fundamentals early in the period, we missed out on many stocks that soared despite having no earnings. On the other hand, several stocks we owned were punished late in the year when the economy turned and earnings growth failed to materialize. Since this approach did not account for momentum factors that reflect market trends, the fund ended up on the wrong side of some big moves during the period. Large-cap technology stocks performed poorly, with names such as Microsoft and Motorola doing the most damage. Retailers, such as Wal-Mart, also weighed on performance. Conversely, our defensive holdings fared quite well, but it wasn't enough to stem the tide. The health sector provided its share of winners, particularly drug stocks such as Merck. Growth-oriented financials, including Lehman Brothers, and consumer nondurables, such as Anheuser-Busch, also were meaningful contributors.

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

A. Poor liquidity and declining credit quality sent the prices of high-yield securities lower during the period, with yield spreads widening to levels not seen since the 1990 recession. The fund's exposure to the telecommunications sector weighed on performance. Mark Notkin, who took over the high-yield portion of the fund in June, helped limit our downside by reducing the fund's risk profile. On the investment-grade side, Charlie Morrison and his team did a nice job of responding to changing conditions in the marketplace and positioning the fund to benefit from them. The federal government's decision to buy back outstanding debt and reduce future issuance, coupled with the market's steady migration toward high-quality securities, sparked a strong rally in the fund's long-term Treasury holdings. Security selection among agency and mortgage securities further aided performance, as did our positioning in corporate bonds.

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

A. Early in 2000, the yield curve flattened out dramatically. In response, John Todd let the average maturity of the fund's money market subportfolio roll down, believing that strong economic growth and the risk of rising inflation were likely to set off a protracted period of Federal Reserve Board tightening. Entering the fourth quarter, we extended the subportfolio's average maturity in anticipation of slower economic growth and a more accommodative Fed. It's important for shareholders to note that, in July, the fund began to invest nearly all of its money market investments in a Fidelity-managed money market mutual fund in lieu of investing directly in individual money market securities.

Q. What's your outlook?

A. Given the rate of economic deceleration, the markets are anticipating the Fed to cut interest rates early in 2001. Historically, financial assets have performed quite well in the year following the start of a Fed easing campaign. I'm generally positive overall on the markets in that environment, particularly high-yield, where there's plenty of upside potential. I'm optimistic about equities as well, but not overly so, as there are still some fairly highly valued securities out there despite the stunning recent declines in the markets.

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


Fund Facts

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

Start date: September 6, 1989

Size: as of December 31, 2000, more than $4.1 billion

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

3

Annual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 49.4%

Value (Note 1)

AEROSPACE & DEFENSE - 1.6%

Aerospace & Defense - 1.2%

Boeing Co.

309,600

$ 20,433,600

United Technologies Corp.

362,406

28,494,172

48,927,772

Ship Building & Repair - 0.4%

General Dynamics Corp.

250,000

19,500,000

TOTAL AEROSPACE & DEFENSE

68,427,772

BASIC INDUSTRIES - 0.7%

Chemicals & Plastics - 0.5%

Eastman Chemical Co.

150,000

7,312,500

Pharmacia Corp.

200,000

12,200,000

19,512,500

Paper & Forest Products - 0.2%

Kimberly-Clark Corp.

130,000

9,189,700

TOTAL BASIC INDUSTRIES

28,702,200

DURABLES - 0.5%

Consumer Durables - 0.3%

Minnesota Mining & Manufacturing Co.

100,200

12,074,100

Textiles & Apparel - 0.2%

Arena Brands Holdings Corp. Class B (a)

8,445

211,125

Liz Claiborne, Inc.

180,000

7,492,500

7,703,625

TOTAL DURABLES

19,777,725

ENERGY - 3.7%

Energy Services - 0.3%

BJ Services Co. (a)

173,000

11,915,375

Oil & Gas - 3.4%

Amerada Hess Corp.

55,000

4,018,438

Apache Corp.

151,900

10,642,494

Chevron Corp.

188,200

15,891,138

EOG Resources, Inc.

130,000

7,109,375

Exxon Mobil Corp.

869,875

75,624,758

Royal Dutch Petroleum Co. (NY Shares)

450,000

27,253,125

Valero Energy Corp.

80,000

2,975,000

143,514,328

TOTAL ENERGY

155,429,703

FINANCE - 9.1%

Banks - 0.9%

Bank of America Corp.

270,000

12,386,250

Chase Manhattan Corp.

268,050

12,179,522

J.P. Morgan & Co., Inc.

71,000

11,750,500

36,316,272

Shares

Value (Note 1)

Credit & Other Finance - 2.4%

American Express Co.

292,500

$ 16,069,219

Citigroup, Inc.

1,301,066

66,435,683

MBNA Corp.

200,000

7,387,500

Providian Financial Corp.

171,900

9,884,250

99,776,652

Federal Sponsored Credit - 0.5%

Fannie Mae

180,000

15,615,000

USA Education, Inc.

100,000

6,800,000

22,415,000

Insurance - 2.7%

AFLAC, Inc.

180,000

12,993,750

American International Group, Inc.

350,000

34,496,875

CIGNA Corp.

260,600

34,477,380

Marsh & McLennan Companies, Inc.

173,600

20,311,200

MGIC Investment Corp.

95,800

6,460,513

PMI Group, Inc.

65,000

4,399,688

113,139,406

Savings & Loans - 0.7%

Golden West Financial Corp.

428,700

28,937,250

Securities Industry - 1.9%

Goldman Sachs Group, Inc.

50,000

5,346,875

Lehman Brothers Holdings, Inc.

303,200

20,503,900

Merrill Lynch & Co., Inc.

359,600

24,520,225

Morgan Stanley Dean Witter & Co.

346,800

27,483,900

77,854,900

TOTAL FINANCE

378,439,480

HEALTH - 7.1%

Drugs & Pharmaceuticals - 4.8%

Allergan, Inc.

85,000

8,229,063

Amgen, Inc. (a)

260,700

16,668,506

Bristol-Myers Squibb Co.

380,000

28,096,250

Eli Lilly & Co.

200,000

18,612,500

Forest Laboratories, Inc. (a)

80,000

10,630,000

IVAX Corp. (a)

240,000

9,192,000

Merck & Co., Inc.

406,000

38,011,750

Pfizer, Inc.

1,577,200

72,551,200

201,991,269

Medical Equipment & Supplies - 0.9%

Cardinal Health, Inc.

25,000

2,490,625

Johnson & Johnson

296,300

31,130,019

Millipore Corp.

34,700

2,186,100

35,806,744

Medical Facilities Management - 1.4%

HCA - The Healthcare Co.

370,000

16,283,700

Tenet Healthcare Corp.

80,000

3,555,000

UnitedHealth Group, Inc.

433,600

26,612,200

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Facilities Management - continued

Universal Health Services, Inc. Class B (a)

35,000

$ 3,911,250

Wellpoint Health Networks, Inc. (a)

70,000

8,067,500

58,429,650

TOTAL HEALTH

296,227,663

INDUSTRIAL MACHINERY & EQUIPMENT - 3.1%

Electrical Equipment - 2.5%

Anaren Microwave, Inc. (a)

60,000

4,031,250

General Electric Co.

2,048,100

98,180,794

Scientific-Atlanta, Inc.

80,000

2,605,000

104,817,044

Industrial Machinery & Equipment - 0.6%

Dover Corp.

90,000

3,650,625

Tyco International Ltd.

360,000

19,980,000

23,630,625

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

128,447,669

MEDIA & LEISURE - 1.3%

Broadcasting - 0.0%

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

3,742

71,098

Entertainment - 0.3%

Walt Disney Co.

459,600

13,299,675

Leisure Durables & Toys - 0.1%

Harley-Davidson, Inc.

100,000

3,975,000

Lodging & Gaming - 0.2%

International Game Technology (a)

75,000

3,600,000

Marriott International, Inc. Class A

150,000

6,337,500

9,937,500

Publishing - 0.6%

Dow Jones & Co., Inc.

77,100

4,365,788

Knight-Ridder, Inc.

128,700

7,319,813

McGraw-Hill Companies, Inc.

56,000

3,283,000

The New York Times Co. Class A

219,200

8,781,700

23,750,301

Restaurants - 0.1%

Darden Restaurants, Inc.

151,600

3,467,850

TOTAL MEDIA & LEISURE

54,501,424

NONDURABLES - 4.1%

Beverages - 2.3%

Anheuser-Busch Companies, Inc.

1,128,400

51,342,200

Pepsi Bottling Group, Inc.

389,800

15,567,638

The Coca-Cola Co.

425,000

25,898,438

92,808,276

Foods - 1.4%

PepsiCo, Inc.

450,000

22,303,125

Shares

Value (Note 1)

Quaker Oats Co.

284,000

$ 27,654,500

Sysco Corp.

280,000

8,400,000

58,357,625

Household Products - 0.4%

Colgate-Palmolive Co.

270,000

17,428,500

TOTAL NONDURABLES

168,594,401

RETAIL & WHOLESALE - 2.2%

Apparel Stores - 0.2%

Talbots, Inc.

55,000

2,509,375

Venator Group, Inc. (a)

500,000

7,750,000

10,259,375

General Merchandise Stores - 1.2%

Kohls Corp. (a)

45,000

2,745,000

Sears, Roebuck & Co.

334,600

11,627,350

The May Department Stores Co.

275,000

9,006,250

Wal-Mart Stores, Inc.

466,600

24,788,125

48,166,725

Grocery Stores - 0.3%

Pathmark Stores, Inc. (a)

248,622

4,102,263

Safeway, Inc. (a)

150,000

9,375,000

13,477,263

Retail & Wholesale, Miscellaneous - 0.5%

Home Depot, Inc.

324,300

14,816,456

Tiffany & Co., Inc.

155,800

4,927,175

19,743,631

TOTAL RETAIL & WHOLESALE

91,646,994

SERVICES - 0.1%

Robert Half International, Inc. (a)

135,000

3,577,500

TECHNOLOGY - 11.7%

Communications Equipment - 3.2%

ADC Telecommunications, Inc. (a)

866,000

15,696,250

Cisco Systems, Inc. (a)

1,174,000

44,905,500

Comverse Technology, Inc. (a)

312,400

33,934,450

Corning, Inc.

360,000

19,012,500

Nortel Networks Corp.

590,000

18,916,875

132,465,575

Computer Services & Software - 3.5%

Adobe Systems, Inc.

780,800

45,432,800

First Data Corp.

302,900

15,959,044

Microsoft Corp. (a)

897,700

38,937,738

Oracle Corp. (a)

1,010,800

29,376,375

Rational Software Corp. (a)

100,000

3,893,750

Sybase, Inc. (a)

200,000

3,962,500

VERITAS Software Corp. (a)

120,000

10,500,000

148,062,207

Computers & Office Equipment - 2.1%

EMC Corp. (a)

386,400

25,695,600

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Computers & Office Equipment - continued

Hewlett-Packard Co.

340,000

$ 10,731,250

International Business Machines Corp.

319,400

27,149,000

Sun Microsystems, Inc. (a)

812,200

22,640,075

86,215,925

Electronic Instruments - 0.1%

KLA-Tencor Corp. (a)

80,000

2,695,000

LAM Research Corp. (a)

75,300

1,091,850

3,786,850

Electronics - 2.8%

Advanced Micro Devices, Inc. (a)

400,000

5,525,000

Analog Devices, Inc. (a)

49,200

2,518,425

AVX Corp.

150,000

2,456,250

Exar Corp. (a)

52,000

1,611,188

Integrated Device Technology, Inc. (a)

100,000

3,312,500

Intel Corp.

1,203,200

36,171,200

Motorola, Inc.

571,051

11,563,783

National Semiconductor Corp. (a)

173,000

3,481,625

PMC-Sierra, Inc. (a)

30,000

2,358,750

Sanmina Corp. (a)

50,000

3,831,250

Texas Instruments, Inc.

840,800

39,832,900

Vishay Intertechnology, Inc. (a)

194,700

2,944,838

115,607,709

TOTAL TECHNOLOGY

486,138,266

TRANSPORTATION - 0.3%

Air Transportation - 0.3%

AMR Corp.

100,000

3,918,750

Delta Air Lines, Inc.

150,000

7,528,125

11,446,875

UTILITIES - 3.9%

Cellular - 0.0%

Leap Wireless International, Inc. warrants 4/15/10 (a)(g)

500

1,000

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

8,150

81,500

Sprint Corp. - PCS Group Series 1 (a)

100,000

2,043,750

2,126,250

Electric Utility - 1.6%

Duke Energy Corp.

40,000

3,410,000

Energy East Corp.

408,100

8,034,469

Entergy Corp.

150,000

6,346,875

FPL Group, Inc.

250,000

17,937,500

PG&E Corp.

170,000

3,400,000

Pinnacle West Capital Corp.

112,500

5,357,813

PPL Corp.

128,500

5,806,594

Shares

Value (Note 1)

Public Service Enterprise Group, Inc.

170,100

$ 8,271,113

Reliant Energy, Inc.

190,000

8,229,375

66,793,739

Gas - 0.9%

Dynegy, Inc. Class A

180,000

10,091,250

Enron Corp.

319,800

26,583,375

36,674,625

Telephone Services - 1.4%

BellSouth Corp.

502,300

20,562,906

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

1,740

10,440

Qwest Communications International, Inc. (a)

558,495

22,898,295

Sprint Corp. - FON Group

314,900

6,396,406

Verizon Communications

175,000

8,771,846

58,639,893

TOTAL UTILITIES

164,234,507

TOTAL COMMON STOCKS

(Cost $1,739,116,154)

2,055,592,179

Preferred Stocks - 1.4%

Convertible Preferred Stocks - 0.1%

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

Earthwatch, Inc. Series C $0.2975 (g)

111,200

27,800

Radio One, Inc. $65.00 (g)

5,700

4,517,250

4,545,050

Nonconvertible Preferred Stocks - 1.3%

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II $88.75

1,490

1,488,984

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Fresenius Medical Care Capital Trust II $7.875

653

628,166

MEDIA & LEISURE - 0.5%

Broadcasting - 0.4%

Adelphia Communications Corp. Series B, $13.00

7,763

621,040

Citadel Broadcasting Co. Series B, $13.25 pay-in-kind

29,312

2,462,208

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

97,878

10,179,312

Pegasus Communications Corp. $127.50 pay-in-kind

366

346,328

13,608,888

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

MEDIA & LEISURE - continued

Publishing - 0.1%

PRIMEDIA, Inc.:

$9.20

37,775

$ 2,946,450

Series D, $10.00

19,485

1,597,770

4,544,220

TOTAL MEDIA & LEISURE

18,153,108

UTILITIES - 0.8%

Cellular - 0.5%

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

5,790

5,558,400

Dobson Communications Corp. $130.00 pay-in-kind

683

607,870

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

15,498

12,863,340

19,029,610

Telephone Services - 0.3%

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

8,239

7,991,830

Intermedia Communications, Inc.
Series B, $135.00 pay-in-kind

5,500

2,750,000

XO Communications, Inc. $7.00 pay-in-kind

122,390

3,916,480

14,658,310

TOTAL UTILITIES

33,687,920

TOTAL NONCONVERTIBLE PREFERRED STOCKS

53,958,178

TOTAL PREFERRED STOCKS

(Cost $66,892,662)

58,503,228

Corporate Bonds - 17.1%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 0.3%

HEALTH - 0.2%

Medical Facilities Management - 0.2%

Tenet Healthcare Corp. 6% 12/1/05

B1

$ 4,710,000

4,097,700

Total Renal Care Holdings, Inc.:

7% 5/15/09 (g)

B3

2,940,000

2,440,200

7% 5/15/09

B3

3,460,000

2,871,800

9,409,700

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

EchoStar Communications Corp. 4.875% 1/1/07

Caa2

$ 3,440,000

$ 2,571,400

TOTAL CONVERTIBLE BONDS

11,981,100

Nonconvertible Bonds - 16.8%

BASIC INDUSTRIES - 0.6%

Chemicals & Plastics - 0.4%

Avecia Group PLC 11% 7/1/09

B2

3,955,000

3,915,450

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

B2

4,485,000

2,646,150

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

775,000

744,000

Lyondell Chemical Co.:

Series A, 9.625% 5/1/07

Ba3

2,000,000

1,940,000

Series B, 9.875% 5/1/07

Ba3

5,300,000

5,114,500

Sovereign Specialty Chemicals, Inc. 11.875% 3/15/10

B3

1,655,000

1,601,213

Sterling Chemicals, Inc. 12.375% 7/15/06

B3

2,005,000

1,824,550

17,785,863

Packaging & Containers - 0.1%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

2,825,000

1,751,500

9.75% 6/15/07

Caa1

3,675,000

2,315,250

4,066,750

Paper & Forest Products - 0.1%

Potlatch Corp. 6.25% 3/15/02

Baa1

3,320,000

3,271,395

TOTAL BASIC INDUSTRIES

25,124,008

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.0%

American Standard Companies, Inc. 8.25% 6/1/09

Ba2

1,120,000

1,080,800

American Standard, Inc. 7.375% 4/15/05

Ba2

165,000

159,638

Numatics, Inc. 9.625% 4/1/08

B3

170,000

105,400

1,345,838

Real Estate - 0.1%

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

Baa2

2,950,000

2,947,552

Real Estate Investment Trusts - 0.3%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

1,590,000

1,555,259

7.125% 3/15/04

Baa2

4,200,000

4,183,074

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSTRUCTION & REAL ESTATE - continued

Real Estate Investment Trusts - continued

Equity Office Properties Trust:

6.375% 2/15/03

Baa1

$ 3,600,000

$ 3,570,984

6.75% 2/15/08

Baa1

1,590,000

1,540,949

7.75% 11/15/07

Baa1

3,220,000

3,310,740

14,161,006

TOTAL CONSTRUCTION & REAL ESTATE

18,454,396

DURABLES - 0.2%

Autos, Tires, & Accessories - 0.1%

TRW, Inc. 8.75% 5/15/06

Baa1

3,830,000

3,815,446

Home Furnishings - 0.0%

Sealy Mattress Co. 9.875% 12/15/07

B2

290,000

279,125

Textiles & Apparel - 0.1%

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

Baa2

5,070,000

4,828,110

TOTAL DURABLES

8,922,681

ENERGY - 0.7%

Coal - 0.0%

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

B2

1,590,000

1,582,050

Energy Services - 0.1%

R&B Falcon Corp. Series B, 6.5% 4/15/03

Ba3

1,785,000

1,709,138

RBF Finance Co. 11% 3/15/06

Ba3

1,260,000

1,458,450

3,167,588

Oil & Gas - 0.6%

Apache Corp. 7.625% 7/1/19

A3

2,970,000

3,072,584

Chesapeake Energy Corp. Series B:

7.875% 3/15/04

B2

890,000

863,300

9.625% 5/1/05

B2

2,510,000

2,572,750

Cross Timbers Oil Co. Series B:

8.75% 11/1/09

B2

2,700,000

2,706,750

9.25% 4/1/07

B2

290,000

293,625

Oryx Energy Co.:

8% 10/15/03

Baa1

3,055,000

3,165,927

8.125% 10/15/05

Baa1

4,935,000

5,220,737

8.375% 7/15/04

Baa1

2,335,000

2,461,020

Petro-Canada 7% 11/15/28

A3

1,290,000

1,213,181

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

$ 1,880,000

$ 2,151,171

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

B2

245,000

243,775

23,964,820

TOTAL ENERGY

28,714,458

FINANCE - 4.1%

Banks - 1.5%

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

Aa3

2,870,000

2,990,397

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

2,820,000

3,004,061

Bank One Capital III 8.75% 9/1/30

Aa3

2,400,000

2,346,456

Bank One Corp. 7.875% 8/1/10

A1

7,050,000

7,344,902

BankBoston Corp. 6.625% 2/1/04

A3

1,700,000

1,708,721

Capital One Bank:

6.26% 5/7/01

Baa2

3,160,000

3,153,775

6.375% 2/15/03

Baa2

2,870,000

2,802,670

6.48% 6/28/02

Baa2

1,740,000

1,701,720

6.65% 3/15/04

Baa3

2,320,000

2,239,983

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

Baa3

5,040,000

4,602,226

Commonwealth Bank of Australia 8.5% 6/1/10

Aa3

1,700,000

1,874,403

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

A1

8,340,000

8,204,475

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

A1

500,000

509,915

Korea Development Bank:

6.625% 11/21/03

Baa2

4,165,000

4,089,197

7.125% 4/22/04

Baa2

675,000

673,022

7.375% 9/17/04

Baa2

615,000

615,141

Popular, Inc. 6.2% 4/30/01

A3

1,840,000

1,835,786

Royal Bank of Scotland Group PLC:

7.816% 11/29/49

A1

3,230,000

3,293,243

9.118% 3/31/49

A1

2,655,000

2,888,428

Summit Bancorp 8.625% 12/10/02

A3

1,730,000

1,791,502

Union Planters National Bank 6.81% 8/20/01

A3

3,500,000

3,500,770

61,170,793

Credit & Other Finance - 2.1%

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

Aa3

3,265,000

3,368,305

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

A3

4,250,000

3,972,390

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

Aa3

4,880,000

4,797,089

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCE - continued

Credit & Other Finance - continued

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

A1

$ 680,000

$ 647,550

Citigroup, Inc. 7.25% 10/1/10

Aa3

8,200,000

8,471,666

Countrywide Funding Corp. 6.45% 2/27/03

A3

3,950,000

3,946,485

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

A2

900,000

894,897

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

Caa1

505,000

393,900

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

B3

755,000

747,450

ERP Operating LP:

6.55% 11/15/01

A3

1,500,000

1,498,200

7.1% 6/23/04

A3

3,980,000

3,999,701

First Security Capital I 8.41% 12/15/26

A3

775,000

721,138

Ford Motor Credit Co.:

7.5% 3/15/05

A2

3,850,000

3,945,750

7.875% 6/15/10

A2

1,690,000

1,738,452

GS Escrow Corp.:

7% 8/1/03

Ba1

1,100,000

1,055,571

7.125% 8/1/05

Ba1

1,175,000

1,102,632

HSBC Capital Funding LP:

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

A1

1,600,000

1,755,280

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

A1

2,600,000

2,985,398

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

A1

1,315,000

1,295,933

PNC Funding Corp. 6.875% 3/1/03

A3

2,020,000

2,025,474

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

B2

5,950,000

4,373,250

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

B2

440,000

418,000

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

Baa1

5,000,000

5,190,400

Sprint Capital Corp. 6.875% 11/15/28

Baa1

6,880,000

5,563,099

The Money Store, Inc. 7.3% 12/1/02

A2

2,550,000

2,586,287

TXU Eastern Funding:

6.15% 5/15/02

Baa1

2,510,000

2,469,213

6.75% 5/15/09

Baa1

3,925,000

3,683,416

U.S. West Capital Funding, Inc. 6.875% 7/15/28

Baa1

2,905,000

2,565,638

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

Aa2

3,100,000

3,263,060

Unilever Capital Corp. 6.875% 11/1/05

A1

4,580,000

4,729,308

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Verizon Global Funding Corp.:

6.75% 12/1/05 (g)

A1

$ 2,530,000

$ 2,537,590

7.75% 12/1/30 (g)

A1

3,730,000

3,826,905

90,569,427

Savings & Loans - 0.3%

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

A3

2,830,000

2,812,879

Long Island Savings Bank FSB:

6.2% 4/2/01

Baa3

3,770,000

3,754,505

7% 6/13/02

Baa3

3,400,000

3,372,460

Sovereign Bancorp, Inc. 6.625% 3/15/01

Ba3

4,300,000

4,285,380

14,225,224

Securities Industry - 0.2%

Amvescap PLC yankee:

6.375% 5/15/03

A2

2,200,000

2,168,782

6.6% 5/15/05

A2

4,410,000

4,322,197

6,490,979

TOTAL FINANCE

172,456,423

HEALTH - 0.2%

Medical Facilities Management - 0.2%

Columbia/HCA Healthcare Corp.:

6.73% 7/15/45

Ba2

1,185,000

1,147,969

7.15% 3/30/04

Ba2

700,000

681,625

Fountain View, Inc. 11.25% 4/15/08

Caa1

2,330,000

955,300

Tenet Healthcare Corp.:

Series B, 9.25% 9/1/10

Ba1

1,065,000

1,154,194

8.125% 12/1/08

Ba3

465,000

467,325

8.625% 12/1/03

Ba1

815,000

835,375

Unilab Corp. 12.75% 10/1/09

B3

725,000

779,375

6,021,163

INDUSTRIAL MACHINERY & EQUIPMENT - 0.4%

Industrial Machinery & Equipment - 0.2%

Dunlop Standard Aero Holdings PLC 11.875% 5/15/09

B3

2,140,000

2,134,650

Roller Bearing Holding, Inc. 0% 6/15/09 (e)(g)

-

3,550,000

1,952,500

Tyco International Group SA:

7% 6/15/28

Baa1

5,310,000

4,999,684

yankee 6.375% 6/15/05

Baa1

830,000

827,161

9,913,995

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Pollution Control - 0.2%

Allied Waste North America, Inc.:

7.625% 1/1/06

Ba3

$ 2,345,000

$ 2,227,750

7.875% 1/1/09

Ba3

3,000,000

2,782,500

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

Ba3

1,220,000

963,800

Envirosource, Inc. Series B, 9.75% 6/15/03

Caa3

50,000

15,000

5,989,050

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

15,903,045

MEDIA & LEISURE - 4.3%

Broadcasting - 3.0%

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

-

1,523,800

1,752,370

Ascent Entertainment Group, Inc. 0% 12/15/04 (e)

Ba1

565,000

457,650

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

Baa3

6,040,000

5,683,338

Callahan Nordrhein Westfalen:

0% 7/15/10 (e)(g)

B3

4,550,000

1,729,000

14% 7/15/10 (g)

B3

2,015,000

1,813,500

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

0% 1/15/10 (e)

B2

565,000

326,288

0% 4/1/11 (e)

B2

8,375,000

4,920,313

10% 4/1/09

B2

3,300,000

3,209,250

Citadel Broadcasting Co.:

9.25% 11/15/08

B3

1,165,000

1,121,313

10.25% 7/1/07

B3

7,080,000

7,097,700

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

Baa3

3,450,000

3,069,741

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

B2

3,360,000

2,856,000

Continental Cablevision, Inc.:

8.3% 5/15/06

A3

3,275,000

3,401,415

8.625% 8/15/03

A3

2,790,000

2,892,142

CSC Holdings, Inc.:

9.25% 11/1/05

Ba3

280,000

281,400

9.875% 5/15/06

Ba3

700,000

714,000

9.875% 4/1/23

B1

370,000

384,800

10.5% 5/15/16

Ba3

1,130,000

1,231,700

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Diamond Cable Communications PLC yankee:

0% 2/15/07 (e)

B2

$ 3,730,000

$ 2,368,550

11.75% 12/15/05

B2

2,460,000

2,152,500

Earthwatch, Inc. 0% 7/15/07 (e)

-

2,265,000

1,359,000

EchoStar DBS Corp.:

9.25% 2/1/06

B1

1,510,000

1,472,250

9.375% 2/1/09

B1

7,685,000

7,492,875

Fox Family Worldwide, Inc.:

0% 11/1/07 (e)

B1

5,215,000

4,041,625

9.25% 11/1/07

B1

1,020,000

1,020,000

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

B2

1,630,000

1,401,800

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

B2

1,910,000

1,910,000

Golden Sky DBS, Inc. 0% 3/1/07 (e)

Caa1

6,230,000

3,457,650

Golden Sky Systems, Inc. 12.375% 8/1/06

B3

1,585,000

1,545,375

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

Baa3

3,200,000

2,755,552

International Cabletel, Inc. Series B, 0% 2/1/06 (e)

B2

1,850,000

1,609,500

Knology Holding, Inc. 0% 10/15/07 (e)

-

1,660,000

348,600

NTL Communications Corp. 11.5% 10/1/08

B3

2,050,000

1,804,000

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

B3

9,455,000

5,200,250

Pegasus Communications Corp. 9.625% 10/15/05

B3

3,865,000

3,604,113

Spectrasite Holdings, Inc.:

0% 3/15/10 (e)

B3

12,670,000

6,081,600

12.5% 11/15/10 (g)

B3

2,000,000

1,980,000

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

A3

4,550,000

5,175,443

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

Caa1

7,848,000

5,258,160

Telewest Communications PLC 0% 2/1/10 (e)

B1

3,335,000

1,500,750

Telewest PLC 11% 10/1/07

B1

3,665,000

3,197,713

Time Warner, Inc. 9.125% 1/15/13

Baa1

5,355,000

6,224,224

United Pan-Europe Communications NV:

0% 8/1/09 (e)

B2

2,930,000

908,300

0% 2/1/10 (e)

B2

8,630,000

2,502,700

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

United Pan-Europe Communications NV: - continued

10.875% 8/1/09

B2

$ 4,723,000

$ 3,022,720

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

1,935,000

1,930,840

124,268,010

Entertainment - 0.3%

Mandalay Resort Group:

9.5% 8/1/08

Ba2

490,000

490,000

10.25% 8/1/07

Ba3

2,020,000

1,994,750

MGM Mirage, Inc. 8.5% 9/15/10

Baa3

170,000

171,700

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

A3

1,785,000

1,794,782

Park Place Entertainment Corp. 8.875% 9/15/08

Ba2

675,000

680,063

Premier Parks, Inc.:

0% 4/1/08 (e)

B3

10,045,000

6,981,275

9.75% 6/15/07

B3

1,760,000

1,698,400

13,810,970

Lodging & Gaming - 0.7%

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

B2

3,860,000

3,512,600

HMH Properties, Inc.:

Series A, 7.875% 8/1/05

Ba2

2,000,000

1,920,000

Series B, 7.875% 8/1/08

Ba2

5,860,000

5,552,350

Horseshoe Gaming LLC 8.625% 5/15/09

B2

5,235,000

5,077,950

International Game Technology 8.375% 5/15/09

Ba1

2,575,000

2,568,563

ITT Corp. 7.375% 11/15/15

Ba1

1,320,000

1,188,000

Station Casinos, Inc.:

8.875% 12/1/08

B1

1,670,000

1,636,600

9.875% 7/1/10

B1

4,740,000

4,870,350

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

Caa1

2,130,000

2,119,350

28,445,763

Publishing - 0.3%

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

Ba3

465,000

453,375

News America Holdings, Inc.:

7.7% 10/30/25

Baa3

4,300,000

3,747,837

7.75% 1/20/24

Baa3

2,590,000

2,297,408

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

8% 10/17/16

Baa3

$ 2,450,000

$ 2,214,286

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

Baa1

1,550,000

1,678,526

10,391,432

Restaurants - 0.0%

NE Restaurant, Inc. 10.75% 7/15/08

B3

2,760,000

1,656,000

TOTAL MEDIA & LEISURE

178,572,175

NONDURABLES - 0.4%

Foods - 0.2%

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

Baa1

3,200,000

3,212,768

Del Monte Foods Co. 0% 12/15/07 (e)

Caa1

1,655,000

1,224,700

Nabisco, Inc. 6.85% 6/15/05

A2

3,930,000

3,916,952

8,354,420

Tobacco - 0.2%

Philip Morris Companies, Inc.:

7% 7/15/05

A2

3,955,000

3,949,582

7.25% 9/15/01

A2

1,450,000

1,443,475

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

Baa2

3,500,000

3,407,495

8,800,552

TOTAL NONDURABLES

17,154,972

RETAIL & WHOLESALE - 0.2%

General Merchandise Stores - 0.2%

Dayton Hudson Corp. 7.5% 7/15/06

A2

3,500,000

3,659,495

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

3,000,000

2,879,250

8.5% 6/15/03

Baa1

2,580,000

2,634,335

9,173,080

SERVICES - 0.1%

Advertising - 0.1%

Lamar Media Corp.:

9.25% 8/15/07

B1

1,950,000

1,969,500

9.625% 12/1/06

B1

2,150,000

2,230,625

4,200,125

Printing - 0.0%

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

Caa1

1,055,000

981,150

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

SERVICES - continued

Services - 0.0%

Medpartners, Inc. 7.375% 10/1/06

B2

$ 490,000

$ 453,250

TOTAL SERVICES

5,634,525

TECHNOLOGY - 0.6%

Communications Equipment - 0.1%

Corning, Inc. 6.85% 3/1/29

A2

2,350,000

2,046,145

Computers & Office Equipment - 0.3%

Comdisco, Inc. 6.375% 11/30/01

Baa2

8,300,000

7,636,000

Compaq Computer Corp. 7.45% 8/1/02

Baa2

3,700,000

3,690,417

Globix Corp. 12.5% 2/1/10

B-

3,270,000

1,144,500

12,470,917

Electronics - 0.2%

ChipPAC International Ltd. 12.75% 8/1/09

B3

2,180,000

1,798,500

Details, Inc. 10% 11/15/05

B3

520,000

478,400

Flextronics International Ltd. yankee 9.875% 7/1/10

Ba3

4,425,000

4,380,750

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

B3

3,000,000

2,460,000

9,117,650

TOTAL TECHNOLOGY

23,634,712

TRANSPORTATION - 0.9%

Air Transportation - 0.2%

Continental Airlines, Inc. pass thru trust certificates Series 1999 2:

Class C1, 7.73% 9/15/12

Baa1

409,992

405,769

Class C2, 7.434% 3/15/06

Baa1

1,110,000

1,108,407

Delta Air Lines, Inc.:

7.57% 11/18/10

Aa2

895,000

951,134

8.3% 12/15/29

Baa3

4,000,000

3,440,600

Qantas Airways Ltd. 7.75% 6/15/09 (g)

Baa1

4,370,000

4,498,041

10,403,951

Railroads - 0.7%

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

Baa2

3,390,000

3,168,531

CSX Corp.:

6.25% 10/15/08

Baa2

2,385,000

2,282,850

6.46% 6/22/05

Baa2

5,120,000

5,093,786

Kansas City Southern Railway Co. 9.5% 10/1/08 (g)

Ba2

1,045,000

1,071,125

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

$ 6,610,000

$ 6,715,099

TFM SA de CV:

0% 6/15/09 (e)

B1

5,450,000

4,046,625

10.25% 6/15/07

B1

3,500,000

3,237,500

Wisconsin Central Transportation Corp. 6.625% 4/15/08

Baa2

1,810,000

1,692,115

27,307,631

TOTAL TRANSPORTATION

37,711,582

UTILITIES - 3.7%

Cellular - 1.9%

AirGate PCS, Inc. 0% 10/1/09 (e)

Caa1

3,230,000

1,824,950

Alamosa PCS Holdings, Inc. 0% 2/15/10 (e)

Caa1

3,855,000

1,734,750

Crown Castle International Corp. 0% 5/15/11 (e)

B3

6,330,000

4,241,100

Dobson Communications Corp. 10.875% 7/1/10

B3

1,235,000

1,210,300

Echostar Broadband Corp. 10.375% 10/1/07 (g)

B3

8,175,000

8,052,375

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

Caa1

2,845,000

1,166,450

Leap Wireless International, Inc. 12.5% 4/15/10

Caa2

500,000

290,000

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

Caa1

7,505,000

4,503,000

Millicom International Cellular SA 0% 6/1/06 (e)

Caa1

7,300,000

5,730,500

Nextel Communications, Inc.:

0% 10/31/07 (e)

B1

16,310,000

11,987,850

0% 2/15/08 (e)

B1

840,000

602,700

Nextel International, Inc. 12.75% 8/1/10 (g)

Caa1

895,000

720,475

Nextel Partners, Inc.:

11% 3/15/10

B3

625,000

596,875

11% 3/15/10

B3

1,585,000

1,513,675

TeleCorp PCS, Inc.:

0% 4/15/09 (e)

B3

4,785,000

3,265,763

10.625% 7/15/10

B3

715,000

727,513

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

B3

2,455,000

1,669,400

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

B3

6,515,000

5,146,850

US Unwired, Inc. 0% 11/1/09 (e)

Caa1

3,705,000

1,593,150

Vodafone Group PLC 7.625% 2/15/05

A2

3,040,000

3,146,157

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Cellular - continued

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

B2

$ 13,420,000

$ 9,729,500

10.375% 11/15/09

B2

7,440,000

7,998,000

77,451,333

Electric Utility - 0.7%

AES Corp. 9.375% 9/15/10

Ba1

4,480,000

4,580,800

Avon Energy Partners Holdings:

6.46% 3/4/08 (g)

Baa2

3,960,000

3,710,678

6.73% 12/11/02 (g)

Baa2

4,910,000

4,872,340

CMS Energy Corp.:

8.375% 7/1/03

Ba3

1,755,000

1,746,225

9.875% 10/15/07

Ba3

660,000

686,400

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

885,000

956,605

Hydro-Quebec yankee 8.4% 3/28/25

A2

2,620,000

2,948,082

Illinois Power Co. 7.5% 6/15/09

Baa1

1,880,000

1,925,609

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (g)

A3

3,920,000

3,456,578

yankee 7.875% 12/15/26 (g)

A3

1,960,000

1,755,121

Nisource Finance Corp. 7.875% 11/15/10 (g)

Baa2

4,065,000

4,279,120

Texas Utilities Co. 6.375% 1/1/08

Baa3

390,000

369,252

31,286,810

Gas - 0.1%

Reliant Energy Resources Corp. 8.125% 7/15/05 (g)

Baa1

2,550,000

2,652,281

Sempra Energy 7.95% 3/1/10

A2

1,210,000

1,197,295

3,849,576

Telephone Services - 1.0%

Asia Global Crossing Ltd. 13.375% 10/15/10 (g)

B2

2,200,000

1,897,500

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

A2

3,685,000

2,945,310

British Telecommunications PLC:

7.625% 12/15/05

A2

3,210,000

3,241,843

8.625% 12/15/30

A2

1,205,000

1,214,050

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

Baa1

3,020,000

3,311,007

Intermedia Communications, Inc.:

0% 7/15/07 (e)

B2

1,050,000

630,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

0% 3/1/09 (e)

B3

$ 1,410,000

$ 564,000

8.6% 6/1/08

B2

100,000

70,000

8.875% 11/1/07

B2

50,000

35,000

Ono Finance PLC 13% 5/1/09

Caa1

1,005,000

743,700

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

Baa1

5,540,000

5,396,736

Telefonica Europe BV 8.25% 9/15/30

A2

2,760,000

2,777,857

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

6,886,000

6,822,373

7.7% 7/20/29

Baa1

5,110,000

5,087,158

Teligent, Inc. 11.5% 12/1/07

Caa1

4,295,000

558,350

WorldCom, Inc.:

8% 5/16/06

A3

2,140,000

2,192,516

8.875% 1/15/06

A3

3,139,000

3,242,461

40,729,861

TOTAL UTILITIES

153,317,580

TOTAL NONCONVERTIBLE BONDS

700,794,800

TOTAL CORPORATE BONDS

(Cost $747,033,297)

712,775,900

U.S. Government and Government Agency Obligations - 7.1%

U.S. Government Agency Obligations - 2.7%

Fannie Mae:

6% 12/15/05

Aaa

4,720,000

4,775,696

6% 5/15/08

Aaa

8,100,000

8,130,375

6.5% 4/29/09

Aaa

450,000

447,044

7% 7/15/05

Aaa

5,420,000

5,688,453

7.25% 1/15/10

Aaa

6,200,000

6,732,828

7.25% 5/15/30

Aaa

4,280,000

4,862,033

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

Aaa

2,000,000

2,231,880

Federal Home Loan Bank:

5.195% 9/11/01

Aaa

4,500,000

4,476,780

6.75% 2/1/02

Aaa

51,240,000

51,776,483

Freddie Mac:

6.45% 4/29/09

Aaa

935,000

925,211

6.75% 8/1/05

Aaa

2,500,000

2,592,975

6.875% 1/15/05

Aaa

3,255,000

3,387,218

6.875% 9/15/10

Aaa

3,900,000

4,152,876

U.S. Government and Government Agency Obligations - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

U.S. Government Agency Obligations - continued

Freddie Mac: - continued

7% 7/15/05

Aaa

$ 9,850,000

$ 10,336,295

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

Aaa

2,825,000

2,893,817

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

113,409,964

U.S. Treasury Obligations - 4.4%

U.S. Treasury Bills, yield at date of purchase 6.16% 1/11/01 (i)

-

11,300,000

11,284,994

U.S. Treasury Bonds:

6.125% 11/15/27

Aaa

24,235,000

26,056,503

6.125% 8/15/29

Aaa

4,315,000

4,693,253

7.625% 2/15/25

Aaa

4,990,000

6,325,623

8.125% 8/15/19

Aaa

50,610,000

65,421,523

11.75% 2/15/10 (callable)

Aaa

15,045,000

18,552,290

12% 8/15/13

Aaa

3,740,000

5,283,909

13.875% 5/15/11 (callable)

Aaa

21,150,000

29,457,932

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

150,000

145,851

6.25% 10/31/01

Aaa

820,000

824,100

6.5% 5/31/02

Aaa

7,900,000

8,018,500

6.625% 6/30/01

Aaa

2,514,000

2,524,994

7% 7/15/06

Aaa

500,000

544,220

7.25% 8/15/04

Aaa

1,404,000

1,500,960

TOTAL U.S. TREASURY OBLIGATIONS

180,634,652

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $288,427,820)

294,044,616

U.S. Government Agency -
Mortgage Securities - 10.9%

Fannie Mae - 8.8%

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

Aaa

52,560,940

51,451,325

6.5% 5/1/23 to 12/1/30

Aaa

85,402,303

84,288,942

6.5% 1/1/31 (h)

Aaa

950,000

936,641

7% 8/1/13 to 10/1/29

Aaa

118,219,258

118,553,575

7.5% 7/1/16 to 3/1/30

Aaa

28,545,754

28,991,167

7.5% 1/1/31 (h)

Aaa

28,438,000

28,864,570

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

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

Aaa

$ 8,421,162

$ 8,631,382

8% 1/1/31 (h)

Aaa

43,278,000

44,359,950

TOTAL FANNIE MAE

366,077,552

Freddie Mac - 0.4%

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

Aaa

16,820,366

17,088,828

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

Aaa

460,106

471,661

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

Aaa

23,150

24,047

TOTAL FREDDIE MAC

17,584,536

Government National Mortgage Association - 1.7%

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

Aaa

2,098,621

2,098,680

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

Aaa

33,928,112

33,786,486

7% 7/15/28

Aaa

16,960,029

17,034,144

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

Aaa

17,788,569

18,114,363

8% 5/15/25

Aaa

72,675

74,673

8.5% 12/15/16

Aaa

17,129

17,829

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

71,126,175

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $449,402,731)

454,788,263

Asset-Backed Securities - 0.8%

Airplanes pass through trust 10.875% 3/15/19

Ba2

1,684,029

1,204,080

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

Aaa

3,730,000

3,723,006

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

2,950,000

2,926,492

CIT Marine Trust 5.8% 4/15/10

Aaa

5,920,000

5,894,100

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

351,349

351,459

CPS Auto Receivables Trust 6% 8/15/03

Aaa

1,524,203

1,517,772

CSXT Trade Receivables Master Trust 6% 7/25/04

Aaa

4,600,000

4,614,375

DaimlerChrysler Auto Trust 6.7% 6/8/03

Aaa

4,880,000

4,896,013

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

2,680,000

2,687,956

Asset-Backed Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Ford Credit Auto Owner Trust: - continued

6.4% 12/15/02

Aa2

$ 1,480,000

$ 1,486,013

7.03% 11/15/03

Aaa

704,000

713,680

Green Tree Financial Corp. 6.8% 6/15/27

Aaa

94,330

94,330

Petroleum Enhanced Trust Receivables Offering Petroleum Trust 7.2788% 2/5/03 (g)(j)

Baa2

1,073,313

1,070,462

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

A2

2,650,000

2,716,250

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

Aaa

1,569,486

1,576,353

TOTAL ASSET-BACKED SECURITIES

(Cost $35,908,560)

35,472,341

Collateralized Mortgage Obligations - 0.3%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC weighted average coupon Series 1997-2 Class 2B, 7.1745% 12/29/25 (g)(j)

Ba3

947,541

465,627

U.S. Government Agency - 0.3%

Fannie Mae:

REMIC planned amortization class:

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

Aaa

3,300,000

3,169,023

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

Aaa

2,600,000

2,466,141

sequential pay Series 2000-49 Class A, 7.5% 1/1/30

Aaa

5,547,000

5,692,609

TOTAL U.S. GOVERNMENT AGENCY

11,327,773

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $11,497,843)

11,793,400

Commercial Mortgage Securities - 1.7%

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

-

1,900,000

1,355,531

BTR 1 Trust weighted average coupon Series 1998-S1A Class G, 9.6815% 11/28/02 (g)(j)

Baa3

27,219

26,190

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

CBM Funding Corp. sequential pay Series 1996-1:

Class A3PI, 7.08% 11/1/07

AA

$ 3,000,000

$ 3,083,555

Class B, 7.48% 2/1/08

A

2,320,000

2,405,459

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1 Class E, 7.47% 1/10/13 (g)(j)

Baa1

5,490,000

5,489,572

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

Baa2

5,730,000

5,635,713

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

Baa2

4,260,000

4,135,528

Equitable Life Assurance Society of the United States:

Series 174:

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

A2

2,300,000

2,385,531

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

Baa2

2,200,000

2,261,875

Series 961 Class B1, 7.33% 5/15/06 (g)

Aa2

3,500,000

3,647,110

First Chicago/Lennar Trust I weighted average coupon Series 1997-CHL1 Class E, 8.0835% 4/1/39 (j)

-

1,600,000

1,262,427

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

Aa2

8,640,000

8,754,075

FMAC Loan Receivables Trust weighted average coupon:

Series 1997-A Class E, 8.1103% 4/15/19 (g)(j)

-

500,000

200,000

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

-

750,000

45,000

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

-

1,300,000

988,813

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

Ba1

750,000

699,229

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

Baa3

4,930,000

4,660,391

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

AAA

2,960,190

2,890,811

Commercial Mortgage Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nomura Asset Securities Corp. weighted average coupon Series 1998-D6 Class A4, 7.3622% 3/17/28 (j)

Baa2

$ 4,260,000

$ 4,212,741

Nomura Depositor Trust floater Series 1998-ST1A Class B2, 10.8698% 1/15/03 (g)(j)

-

800,000

746,750

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

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

-

1,473,000

1,016,830

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

-

1,133,000

632,710

Structured Asset Securities Corp. Series 1996-CFL:

Class E, 7.75% 2/25/28

AA

2,390,000

2,412,966

Class G, 7.75% 2/25/28 (g)

BB

1,000,000

955,430

Thirteen Affiliates of General Growth Properties, Inc.:

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

Aaa

4,200,000

4,217,719

Series 1:

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

Baa2

4,120,000

3,967,914

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

Baa3

2,450,000

2,337,453

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $71,367,008)

70,427,323

Foreign Government and Government Agency Obligations (d) - 0.5%

Chile Republic 6.875% 4/28/09

Baa1

1,900,000

1,847,978

Israeli State euro 6.375% 12/19/01

A2

3,350,000

3,360,151

Korean Republic yankee 8.75% 4/15/03

Baa2

1,340,000

1,392,917

Newfoundland Province yankee 11.625% 10/15/07

Baa1

2,000,000

2,533,700

Quebec Province 7.5% 9/15/29

A2

7,220,000

7,705,184

United Mexican States 9.875% 2/1/10

Baa3

2,770,000

2,980,520

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $19,056,407)

19,820,450

Supranational Obligations - 0.1%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

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

Aaa

$ 4,750,000

$ 4,837,685

Floating Rate Loans - 3.8%

BASIC INDUSTRIES - 0.5%

Chemicals & Plastics - 0.3%

CP Kelco:

Tranche B term loan 10.0613% 3/31/08 (j)

B1

720,000

694,800

Tranche C term loan 10.3113% 9/30/08 (j)

B1

240,000

231,600

Huntsman ICI Chemicals LLC sr. secured:

Tranche B term loan 9.6403% 6/30/07 (j)

-

1,227,840

1,233,979

Tranche C term loan 9.9373% 6/30/08 (j)

-

1,766,964

1,775,799

Lyondell Chemical Co. sr. secured Tranche E term loan 10.645% 5/17/06 (j)

-

4,278,283

4,342,457

Resolution Performance Products LLC Tranche B term loan 10.47% 11/14/08 (j)

Ba3

1,800,000

1,800,000

Scotts Co. Tranche B term loan 9.1875% 12/31/07 (j)

Ba3

1,200,000

1,200,000

11,278,635

Packaging & Containers - 0.1%

Ball Corp. Tranche B term loan 8.5% 3/10/06 (j)

Ba2

2,000,000

2,010,000

Packaging Corp. of America Tranche B term loan 8.6514% 6/29/07 (j)

-

1,121,977

1,121,977

U.S. Can Corp. Tranche B term loan 10.2581% 10/4/08 (j)

-

3,400,000

3,417,000

6,548,977

Paper & Forest Products - 0.1%

Stone Container Corp. Tranche E term loan 10.2812% 10/1/03 (j)

B+

3,102,575

3,102,575

TOTAL BASIC INDUSTRIES

20,930,187

DURABLES - 0.1%

Consumer Durables - 0.0%

Blount, Inc. Tranche B term loan 10.763% 6/30/06 (j)

B1

2,383,136

2,359,305

Floating Rate Loans - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

DURABLES - continued

Home Furnishings - 0.1%

Sealy Mattress Co.:

Tranche B term loan 8.625% 12/15/04 (j)

Ba3

$ 1,321,760

$ 1,323,412

Tranche C term loan 8.875% 12/15/05 (j)

Ba3

952,622

953,813

Tranche D term loan 9.125% 12/15/06 (j)

Ba3

1,217,572

1,219,094

3,496,319

TOTAL DURABLES

5,855,624

ENERGY - 0.1%

Coal - 0.1%

P&L Coal Holdings Corp. Tranche B term loan 8.7673% 6/30/06 (j)

-

4,446,491

4,452,049

FINANCE - 0.2%

Credit & Other Finance - 0.2%

AES New York Funding Tranche B term loan 9.5625% 5/14/02 (j)

-

5,000,000

5,000,000

WCI Capital Corp. Tranche B term loan 11.25% 3/31/07 (j)

B2

1,800,000

1,602,000

6,602,000

HEALTH - 0.3%

Medical Facilities Management - 0.3%

DaVita, Inc. term loan 10.5032% 3/31/06 (j)

Ba2

3,079,683

3,052,736

Quest Diagnostics, Inc.:

Tranche B term loan 9.808% 6/15/06 (j)

Ba3

2,864,951

2,886,438

Tranche C term loan 10.3703% 6/15/06 (j)

Ba3

2,635,049

2,654,812

Unilab Corp. Tranche B term loan 10.5625% 11/23/06 (j)

B1

3,150,000

3,173,625

11,767,611

INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%

Pollution Control - 0.1%

Allied Waste North America, Inc.:

Tranche B term loan 9.365% 7/21/06 (j)

Ba3

2,272,727

2,159,091

Tranche C term loan 9.6896% 7/21/07 (j)

Ba3

2,727,273

2,590,909

4,750,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

MEDIA & LEISURE - 1.0%

Broadcasting - 0.7%

American Tower L P Tranche B term loan 10.05% 12/31/07 (j)

-

$ 4,200,000

$ 4,231,500

Century Cable Holdings LLC Tranche B term loan 9.19% 6/30/09 (j)

-

900,000

891,000

Century-TCI California L.P. Tranche B term loan 9.3% 12/31/07 (j)

Ba3

2,500,000

2,468,750

Charter Communication Operating LLC Tranche B term loan 9.26% 3/18/08 (j)

Ba3

8,750,000

8,706,250

Citadel Broadcasting Co. Tranche B term loan 9.875% 6/30/08 (j)

BB-

3,600,000

3,609,000

Entravision Communications Corp. Tranche B term loan 9.9375% 12/31/08 (j)

-

3,300,000

3,320,625

Pegasus Media & Communications, Inc. Tranche B term loan 10.1875% 4/30/05 (j)

-

4,650,000

4,650,000

Telemundo Group, Inc. Tranche B term loan 8.5631% 3/31/07 (j)

B1

2,895,753

2,881,274

30,758,399

Entertainment - 0.1%

Six Flags Theme Park, Inc. Tranche B term loan 9.97% 9/30/05 (j)

Ba2

3,300,000

3,333,000

Lodging & Gaming - 0.1%

KSL Recreation Group, Inc. Tranche C term loan 11.25% 12/21/06 (j)

-

1,600,000

1,604,000

Starwood Hotels & Resorts Worldwide, Inc. term loan 9.4249% 2/23/03 (j)

-

850,000

854,250

2,458,250

Publishing - 0.1%

Advanstar Communications, Inc. Tranche B term loan 10.14% 10/11/07 (j)

-

1,750,000

1,750,000

PRIMEDIA, Inc. Tranche B term loan 9.45% 7/31/04 (j)

Ba3

2,184,925

2,187,656

3,937,656

Floating Rate Loans - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

MEDIA & LEISURE - continued

Restaurants - 0.0%

Domino's, Inc.:

Tranche B term loan 10.3125% 12/21/06 (j)

-

$ 999,085

$ 1,009,076

Tranche C term loan 10.3125% 12/21/07 (j)

-

1,000,915

1,010,924

2,020,000

TOTAL MEDIA & LEISURE

42,507,305

NONDURABLES - 0.1%

Foods - 0.1%

Del Monte Corp. Tranche B term loan 9.5% 3/25/05 (j)

-

3,816,295

3,849,688

Tobacco - 0.0%

UST, Inc. Tranche B term loan 9.25% 2/16/05 (j)

A2

1,695,750

1,702,109

TOTAL NONDURABLES

5,551,797

RETAIL & WHOLESALE - 0.1%

Drug Stores - 0.1%

Duane Reade, Inc.:

Tranche B term loan 9.5611% 2/15/05 (j)

-

1,000,000

1,002,500

Tranche C term loan 9.8125% 2/15/06 (j)

-

2,197,497

2,197,497

3,199,997

SERVICES - 0.3%

Leasing & Rental - 0.1%

Crown Castle Operating Co. Tranche B term loan 9.39% 3/15/08 (j)

Ba3

4,200,000

4,231,500

Interpool, Inc. Tranche B term loan 8.8125% 10/24/02 (j)

-

1,000,000

1,002,500

5,234,000

Services - 0.2%

Iron Mountain, Inc. Tranche B term loan 9.5339% 2/28/06 (j)

-

6,694,750

6,728,224

TOTAL SERVICES

11,962,224

TECHNOLOGY - 0.1%

Computer Services & Software - 0.0%

Exodus Communications, Inc. Tranche B term loan 10.0133% 10/31/07 (j)

B+

1,150,000

1,155,750

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Electronic Instruments - 0.1%

Acterna LLC Tranche B term loan 9.6881% 9/30/07 (j)

-

$ 1,656,745

$ 1,656,745

TOTAL TECHNOLOGY

2,812,495

TRANSPORTATION - 0.0%

Railroads - 0.0%

Kansas City Southern Railway Co. Tranche B term loan 9.4488% 12/29/06 (j)

Ba1

1,200,000

1,212,000

UTILITIES - 0.9%

Cellular - 0.8%

Cook Inlet/Voicestream Operating Co. LLC Tranche B term loan 10.5% 12/31/08 (j)

B2

3,000,000

3,030,000

Microcell Telecommunications, Inc. Tranche E term loan 9.8613% 3/1/06 (j)

-

2,500,000

2,500,000

Nextel Finance Co.:

Tranche B term loan 10.1875% 6/30/08 (j)

Ba2

2,350,000

2,350,000

Tranche C term loan 10.4375% 12/31/08 (j)

Ba2

2,350,000

2,350,000

Powertel, Inc. Tranche A term loan 9.6875% 12/31/05 (j)

-

1,958,497

1,956,049

Tritel Holding Corp. Tranche B term loan 11.2138% 12/31/07 (j)

B2

4,250,000

4,292,500

Triton PCS, Inc. Tranche B term loan 9.6875% 2/4/07 (j)

-

5,850,000

5,893,875

VoiceStream PCS Holding LLC:

Tranche A term loan 9.62% 12/31/06 (j)

B1

2,000,000

1,965,000

Tranche B term loan 9.64% 2/25/09 (j)

B+

5,000,000

4,937,500

Western Wireless Corp.:

Tranche A term loan 8.535% 3/31/08 (j)

Ba2

2,100,000

2,079,000

Tranche B term loan 9.535% 9/30/08 (j)

Ba2

2,550,000

2,562,750

33,916,674

Floating Rate Loans - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

UTILITIES - continued

Telephone Services - 0.1%

Global Crossing Holdings Ltd. Tranche B term loan 9.28% 6/30/06 (j)

-

$ 2,500,000

$ 2,512,500

McLeodUSA, Inc. Tranche B term loan 9.21% 5/31/08 (j)

Ba2

1,700,000

1,700,000

4,212,500

TOTAL UTILITIES

38,129,174

TOTAL FLOATING RATE LOANS

(Cost $160,091,773)

159,732,463

Commercial Paper - 0.2%

British Telecom PLC 6.8525% 10/9/01 (j)
(Cost $6,789,655)

6,800,000

6,799,823

Cash Equivalents - 0.1%

Maturity Amount

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 3.5%, dated 12/29/00 due 1/2/01
(Cost $2,635,000)

$ 2,636,025

2,635,000

Money Market Funds - 7.9%

Shares

Fidelity Cash Central Fund, 6.53% (c)

124,831,059

124,831,059

Fidelity Money Market
Central Fund, 6.71% (c)

204,160,162

204,160,162

Fidelity Securities Lending
Cash Central Fund, 6.61% (c)

29,500

29,500

TOTAL MONEY MARKET FUNDS

(Cost $329,020,721)

329,020,721

TOTAL INVESTMENT PORTFOLIO - 101.3%

(Cost $3,931,959,754)

4,216,243,392

NET OTHER ASSETS - (1.3)%

(52,706,047)

NET ASSETS - 100%

$ 4,163,537,345

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

543 S&P 500 Stock Index Contracts

March 2001

$ 181,226,250

$ (8,113,538)

The face value of futures purchased as a percentage of net assets - 4.4%

Legend

(a) Non-income producing

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

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

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

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

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

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $129,262,085 or 3.1% of net assets.

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

(i) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $11,284,994.

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

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

7/15/99 - 4/10/00

$ 2,417,500

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

23.5%

AAA, AA, A

20.5%

Baa

6.2%

BBB

5.8%

Ba

2.7%

BB

2.7%

B

5.6%

B

5.7%

Caa

0.9%

CCC

0.7%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 1.9%. FMR has determined that unrated debt securities that are lower quality account for 1.9% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $3,140,277,170 and $3,720,590,739, respectively, of which long-term U.S. government and government agency obligations aggregated $1,128,611,406 and $1,167,789,592, respectively.

On July 25, 2000, the fund transferred substantially all of its money market investments to Fidelity Money Market Central Fund in exchange for shares of this fund.

The market value of futures contracts opened and closed during the period amounted to $1,065,761,233 and $861,049,737, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $56,940 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $2,460,000 or 0.1% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $28,313. The fund received cash collateral of $29,500 which was invested in cash equivalents.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $3,932,222,919. Net unrealized appreciation aggregated $284,020,473, of which $532,233,077 related to appreciated investment securities and $248,212,604 related to depreciated investment securities.

The fund hereby designates approximately $336,950,000 as a capital gain dividend for the purpose of the dividend paid deduction.

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

Asset Manager Portfolio

Fidelity Variable Insurance Products: Asset Manager Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value (including repurchase agreements of $2,635,000)
(cost $3,931,959,754) -
See accompanying schedule

$ 4,216,243,392

Cash

294,011

Receivable for investments sold

13,232,828

Receivable for fund shares sold

4,082,811

Dividends receivable

1,347,885

Interest receivable

26,136,085

Other receivables

286,072

Total assets

4,261,623,084

Liabilities

Payable for investments purchased
Regular delivery

$ 11,414,426

Delayed delivery

79,704,773

Payable for fund shares redeemed

1,940,076

Accrued management fee

1,828,001

Distribution fees payable

3,445

Payable for daily variation on
futures contracts

2,470,650

Other payables and
accrued expenses

694,868

Collateral on securities loaned,
at value

29,500

Total liabilities

98,085,739

Net Assets

$ 4,163,537,345

Net Assets consist of:

Paid in capital

$ 3,640,549,785

Undistributed net investment income

177,028,055

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

69,784,035

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

276,175,470

Net Assets

$ 4,163,537,345

Initial Class:
Net Asset Value, offering price
and redemption price per share ($4,128,168,845
÷ 257,911,216 shares)

$16.01

Service Class:
Net Asset Value, offering price
and redemption price per share ($30,583,461
÷
1,921,691 shares)

$15.91

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($4,785,039
÷ 301,136 shares)

$15.89

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 29,325,758

Interest

168,110,468

Security lending

3,140

Total income

197,439,366

Expenses

Management fee

$ 23,914,241

Transfer agent fees

2,964,265

Distribution fees

31,339

Accounting and security lending fees

657,912

Non-interested trustees' compensation

21,992

Custodian fees and expenses

110,227

Registration fees

12,422

Audit

44,083

Legal

32,605

Miscellaneous

156,997

Total expenses before reductions

27,946,083

Expense reductions

(196,558)

27,749,525

Net investment income

169,689,841

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

87,310,978

Foreign currency transactions

13,196

Futures contracts

(15,371,708)

71,952,466

Change in net unrealized appreciation (depreciation) on:

Investment securities

(409,560,814)

Assets and liabilities in
foreign currencies

251

Futures contracts

(8,113,538)

(417,674,101)

Net gain (loss)

(345,721,635)

Net increase (decrease) in net assets resulting from operations

$ (176,031,794)

Other Information

Expense reductions
Directed brokerage arrangements

$ 176,040

Custodian credits

20,518

$ 196,558

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

Annual Report

Variable Insurance Products: Asset Manager Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 169,689,841

$ 163,666,158

Net realized gain (loss)

71,952,466

365,307,199

Change in net unrealized appreciation (depreciation)

(417,674,101)

(14,691,723)

Net increase (decrease) in net assets resulting from operations

(176,031,794)

514,281,634

Distributions to shareholders
From net investment income

(155,528,551)

(161,497,855)

From net realized gain

(361,637,025)

(204,563,949)

Total distributions

(517,165,576)

(366,061,804)

Share transactions - net increase (decrease)

(103,868,167)

(98,885,126)

Total increase (decrease) in net assets

(797,065,537)

49,334,704

Net Assets

Beginning of period

4,960,602,882

4,911,268,178

End of period (including undistributed net investment income of $177,028,055 and $163,666,159, respectively)

$ 4,163,537,345

$ 4,960,602,882

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

15,773,125

$ 262,419,927

18,326,496

$ 320,298,483

Reinvested

31,454,002

514,587,479

21,655,706

365,548,318

Redeemed

(53,688,174)

(896,416,716)

(45,749,338)

(801,281,286)

Net increase (decrease)

(6,461,047)

$ (119,409,310)

(5,767,136)

$ (115,434,485)

Service Class
Sold

741,504

$ 12,184,248

1,054,578

$ 18,334,058

Reinvested

157,694

2,567,255

30,528

513,486

Redeemed

(251,421)

(4,163,614)

(131,705)

(2,298,185)

Net increase (decrease)

647,777

$ 10,587,889

953,401

$ 16,549,359

Service Class 2 A
Sold

312,250

$ 5,136,587

Reinvested

666

10,842

Redeemed

(11,780)

(194,175)

Net increase (decrease)

301,136

$ 4,953,254

Distributions
From net investment income
Initial Class

$ 154,762,338

$ 161,271,317

Service Class

762,991

226,538

Service Class 2 A

3,222

-

Total

$ 155,528,551

$ 161,497,855

From net realized gain
Initial Class

$ 359,825,141

$ 204,277,001

Service Class

1,804,264

286,948

Service Class 2 A

7,620

-

Total

$ 361,637,025

$ 204,563,949

$ 517,165,576

$ 366,061,804

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

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

Asset Manager Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 18.67

$ 18.16

$ 18.01

$ 16.93

$ 15.79

Income from Investment Operations

Net investment income

.62 D

.59 D

.59 D

.57 D

.63

Net realized and unrealized gain (loss)

(1.30)

1.28

1.84

2.58

1.55

Total from investment operations

(.68)

1.87

2.43

3.15

2.18

Less Distributions

From net investment income

(.60) G

(.60)

(.57)

(.59)

(.57)

From net realized gain

(1.38) G

(.76)

(1.71)

(1.48)

(.47)

Total distributions

(1.98)

(1.36)

(2.28)

(2.07)

(1.04)

Net asset value, end of period

$ 16.01

$ 18.67

$ 18.16

$ 18.01

$ 16.93

Total Return B, C

(3.87)%

11.09%

15.05%

20.65%

14.60%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,128,169

$ 4,936,926

$ 4,905,468

$ 4,399,937

$ 3,641,194

Ratio of expenses to average net assets

.61%

.63%

.64%

.65%

.74%

Ratio of expenses to average net assets after expense reductions

.61%

.62% F

.63% F

.64% F

.73% F

Ratio of net investment income to average net assets

3.73%

3.36%

3.46%

3.43%

3.60%

Portfolio turnover rate

76%

94%

113%

101%

168%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 18.59

$ 18.10

$ 17.99

$ 17.60

Income from Investment Operations

Net investment income D

.60

.56

.57

.10

Net realized and unrealized gain (loss)

(1.31)

1.29

1.82

.29

Total from investment operations

(.71)

1.85

2.39

.39

Less Distributions

From net investment income

(.59) G

(.60)

(.57)

-

From net realized gain

(1.38) G

(.76)

(1.71)

-

Total distributions

(1.97)

(1.36)

(2.28)

-

Net asset value, end of period

$ 15.91

$ 18.59

$ 18.10

$ 17.99

Total Return B, C

(4.06)%

11.01%

14.82%

2.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 30,583

$ 23,677

$ 5,801

$ 10

Ratio of expenses to average net assets

.72%

.74%

.78%

.75% A

Ratio of expenses to average net assets after expense reductions

.71% F

.73% F

.77% F

.75% A

Ratio of net investment income to average net assets

3.62%

3.25%

3.49%

3.52% A

Portfolio turnover rate

76%

94%

113%

101%

A Annualized

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

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 18.17

Income from Investment Operations

Net investment income C

.53

Net realized and unrealized gain (loss)

(.84)

Total from investment operations

(.31)

Less Distributions

From net investment income

(.59) E

From net realized gain

(1.38) E

Total distributions

(1.97)

Net asset value, end of period

$ 15.89

Total Return B

(1.97)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,785

Ratio of expenses to average net assets

.88% A

Ratio of net investment income to average net assets

3.46% A

Portfolio turnover rate

76%

A Annualized

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

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

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

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

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

Asset Manager Portfolio

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

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Asset Mgr: Growth -
Initial Class

-12.47%

12.23%

13.97%

Asset Manager: Growth Composite

-3.29%

14.64%

n/a *

S&P 500 ®

-9.10%

18.33%

21.35%

LB Aggregate Bond

11.63%

6.46%

8.40%

LB 3 Month T-Bill

6.20%

5.47%

n/a *

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

You can compare the fund's returns to those of the Asset Manager: Growth Composite Index - a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500SM Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index weighted according to the fund's neutral mix.**

This benchmark includes reinvested dividends and capital gains, if any.

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

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

* Not available

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


Understanding Performance

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

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Initial Class on January 31, 1995, shortly after the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $21,862 - a 118.62% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $31,108 - a 211.08% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $15,885 - a 58.85% increase. You can also look at how the Asset Manager: Growth Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $25,146 - a 151.46% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

General Electric Co.

2.9

Citigroup, Inc.

1.9

Exxon Mobil Corp.

1.8

Pfizer, Inc.

1.8

Cisco Systems, Inc.

1.7

10.1

Top Five Market Sectors as of December 31, 2000

(stocks only)

% of fund's
net assets

Technology

17.3

Finance

12.6

Health

11.0

Utilities

7.6

Energy

5.1

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stock Class 74.9%

Bond Class 22.7%

Short-Term Class 2.4%



* Foreign
investments 3.6%

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

Annual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

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

Q. How did the fund perform, Bart?

A. For the 12 months that ended December 31, 2000, the fund lagged the Fidelity Asset Manager: Growth Composite Index, which returned -3.29%.

Q. How did your asset allocation strategies influence performance?

A. I maintained the fund's tilt toward equities, allocating just over 74% of net assets on average to stocks during the period. The fund's neutral allocation mix typically calls for 70% to be invested in stocks, 25% in bonds and 5% in short-term and money market instruments. Although this strategy was successful early in the period when the bulls were running, it failed later in the year when market conditions took a turn for the worse. The other side to this strategy was our positioning in bonds, which further hampered relative performance. We paid the price for allocating much of the bond subportfolio to high-yield securities at the expense of investment-grade debt, which had a stellar year. Pursuing growth among the more volatile asset classes, such as equities and high-yield bonds, simply proved perilous during the 12-month period.

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

A. It was a challenging period given the unusually high levels of volatility in the market, spawned by sectors and styles that frequently rotated in and out of favor. The quantitative models Steve Snider used emphasized fundamental data, such as earnings growth, as the driving force behind individual security selection. As such, given the market's disregard for fundamentals early in the period, we missed out on many stocks that soared despite having no earnings. On the other hand, several stocks we owned were punished late in the year when the economy turned and earnings growth failed to materialize. Given the fund's overall growth mandate, the equity component was relatively aggressive throughout the year, with a consistent overweighting in technology stocks. The fund was positioned in companies with superior growth prospects and attractive valuations, while maintaining market-cap exposure comparable to the Standard & Poor's 500 Index. But these risk controls weren't sufficient to overcome the drag caused by a dramatic falloff in the tech sector. Large-cap holdings, such as Microsoft, Lucent and Intel, did most of the damage to our returns during the period, although the fund did well in semiconductor stocks, such as Texas Instruments and LSI Logic. Retailers, most notably Wal-Mart, also weighed on performance. On the plus side, many of the fund's defensive holdings fared quite well, particularly within the health sector, where drug stocks Merck and Pfizer were winners. High-growth financials, including Citigroup and American International Group, also were meaningful contributors.

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

A. Poor liquidity and declining credit quality hammered the prices of high-yield bonds during the period, with yield spreads widening to levels not seen since the 1990 recession. The fund's exposure to the telecommunications sector hurt the most. Mark Notkin, who took over the high-yield portion of the fund in June, helped limit our downside by reducing the fund's risk profile. On the investment-grade side, Charlie Morrison and his team did a nice job of responding to changing conditions in the marketplace and positioning the fund to benefit from them. The federal government's decision to buy back outstanding debt and reduce future issuance, coupled with the market's steady migration toward high-quality securities, sparked a strong rally in the fund's long-term Treasury holdings. Security selection among agency and mortgage securities further aided performance, as did our positioning in corporate bonds.

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

A. Early in 2000, the yield curve flattened out dramatically. In response, John Todd let the average maturity of the fund's money market subportfolio roll down, believing that strong economic growth and the risk of rising inflation were likely to set off a protracted period of Federal Reserve Board tightening. Entering the fourth quarter, we extended the subportfolio's average maturity in anticipation of slower economic growth and a more accommodative Fed. It's important for shareholders to note that, in July, the fund began to invest nearly all of its money market investments in a Fidelity-managed money market mutual fund in lieu of investing directly in individual money market securities.

Q. What's your outlook?

A. Given the rate of economic deceleration, the markets are anticipating the Fed to cut interest rates early in 2001. Historically, financial assets have performed quite well in the year following the start of a Fed easing campaign. I'm generally positive overall on the markets in that environment, particularly high-yield, where there's plenty of upside potential. I'm optimistic about equities as well, but not overly so, as there are still some fairly highly valued securities out there despite the stunning recent declines in the markets.

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


Fund Facts

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

Start date: January 3, 1995

Size: as of December 31, 2000, more than $497 million

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

3

Annual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 69.1%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.0%

Aerospace & Defense - 0.8%

Boeing Co.

27,000

$ 1,782,000

Precision Castparts Corp.

52,800

2,220,900

4,002,900

Ship Building & Repair - 0.2%

General Dynamics Corp.

9,700

756,600

TOTAL AEROSPACE & DEFENSE

4,759,500

BASIC INDUSTRIES - 0.8%

Chemicals & Plastics - 0.8%

Air Products & Chemicals, Inc.

19,000

779,000

FMC Corp. (a)

13,500

967,781

Pharmacia Corp.

39,400

2,403,400

4,150,181

CONSTRUCTION & REAL ESTATE - 0.5%

Building Materials - 0.0%

American Standard Companies, Inc. (a)

1,500

73,969

Construction - 0.2%

Lennar Corp.

20,000

725,000

Engineering - 0.1%

Dycom Industries, Inc. (a)

18,000

646,875

Real Estate Investment Trusts - 0.2%

Crescent Real Estate Equities Co.

2,500

55,625

Host Marriott Corp.

79,600

1,029,825

1,085,450

TOTAL CONSTRUCTION & REAL ESTATE

2,531,294

DURABLES - 0.2%

Autos, Tires, & Accessories - 0.1%

SPX Corp. (a)

3,300

357,019

Home Furnishings - 0.1%

Hillenbrand Industries, Inc.

9,600

494,400

Textiles & Apparel - 0.0%

Liz Claiborne, Inc.

7,400

308,025

TOTAL DURABLES

1,159,444

ENERGY - 5.1%

Energy Services - 0.5%

Schlumberger Ltd. (NY Shares)

21,100

1,686,681

Tidewater, Inc.

18,000

798,750

2,485,431

Oil & Gas - 4.6%

Anadarko Petroleum Corp.

11,200

796,096

Apache Corp.

13,000

910,813

Devon Energy Corp.

29,000

1,768,130

EOG Resources, Inc.

40,900

2,236,719

Exxon Mobil Corp.

106,000

9,215,375

Shares

Value (Note 1)

Noble Affiliates, Inc.

41,500

$ 1,909,000

Royal Dutch Petroleum Co. (NY Shares)

65,200

3,948,675

Valero Energy Corp.

50,100

1,863,094

22,647,902

TOTAL ENERGY

25,133,333

FINANCE - 12.6%

Banks - 2.8%

BancWest Corp.

83,300

2,176,213

Bank of America Corp.

49,900

2,289,163

Bank of New York Co., Inc.

14,700

811,256

Chase Manhattan Corp.

39,500

1,794,781

City National Corp.

24,200

939,263

Comerica, Inc.

27,200

1,615,000

Northern Trust Corp.

10,100

823,781

Silicon Valley Bancshares (a)

22,900

791,481

Wells Fargo & Co.

51,900

2,890,181

14,131,119

Credit & Other Finance - 3.2%

American Express Co.

40,500

2,224,969

AmeriCredit Corp. (a)

56,200

1,531,450

Citigroup, Inc.

182,200

9,303,588

Greenpoint Financial Corp.

28,600

1,170,813

MBNA Corp.

39,800

1,470,113

15,700,933

Federal Sponsored Credit - 1.1%

Fannie Mae

40,500

3,513,375

USA Education, Inc.

29,100

1,978,800

5,492,175

Insurance - 3.7%

AMBAC Financial Group, Inc.

31,050

1,810,603

American International Group, Inc.

70,400

6,938,800

Arthur J. Gallagher & Co.

28,300

1,800,588

CIGNA Corp.

10,400

1,375,920

Jefferson-Pilot Corp.

23,800

1,779,050

Loews Corp.

13,400

1,387,738

MGIC Investment Corp.

25,300

1,706,169

PMI Group, Inc.

11,300

764,869

Radian Group, Inc.

13,400

1,005,838

18,569,575

Savings & Loans - 0.4%

Golden State Bancorp, Inc.

66,300

2,084,306

Securities Industry - 1.4%

Alliance Capital Management Holding LP

14,600

739,125

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

58,900

1,715,463

Merrill Lynch & Co., Inc.

24,000

1,636,500

Morgan Stanley Dean Witter & Co.

34,200

2,710,350

6,801,438

TOTAL FINANCE

62,779,546

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - 11.0%

Drugs & Pharmaceuticals - 7.5%

Albany Molecular Research, Inc. (a)

33,500

$ 2,064,438

American Home Products Corp.

39,600

2,516,580

Amgen, Inc. (a)

31,200

1,994,850

Bristol-Myers Squibb Co.

59,800

4,421,463

Eli Lilly & Co.

34,300

3,192,044

Forest Laboratories, Inc. (a)

13,600

1,807,100

IDEC Pharmaceuticals Corp. (a)

9,200

1,743,975

IVAX Corp. (a)

37,900

1,451,570

Merck & Co., Inc.

73,600

6,890,800

Pfizer, Inc.

192,100

8,836,600

Schering-Plough Corp.

44,500

2,525,375

37,444,795

Medical Equipment & Supplies - 1.9%

Abbott Laboratories

47,100

2,281,406

Cardinal Health, Inc.

7,500

747,188

Johnson & Johnson

42,300

4,444,144

Medtronic, Inc.

36,500

2,203,688

9,676,426

Medical Facilities Management - 1.6%

Tenet Healthcare Corp.

46,000

2,044,125

Trigon Healthcare, Inc. (a)

26,700

2,077,594

UnitedHealth Group, Inc.

23,400

1,436,175

Universal Health Services, Inc. Class B (a)

20,300

2,268,525

7,826,419

TOTAL HEALTH

54,947,640

INDUSTRIAL MACHINERY & EQUIPMENT - 4.6%

Electrical Equipment - 4.0%

C&D Technologies, Inc.

14,000

604,625

General Electric Co.

301,400

14,448,331

Powerwave Technologies, Inc. (a)

45,500

2,661,750

Scientific-Atlanta, Inc.

30,000

976,875

Vicor Corp. (a)

44,100

1,339,538

20,031,119

Industrial Machinery & Equipment - 0.6%

Tyco International Ltd.

53,100

2,947,050

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

22,978,169

MEDIA & LEISURE - 2.2%

Broadcasting - 0.5%

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

427

8,113

Time Warner, Inc.

40,200

2,100,048

Wireless Facilities, Inc.

7,800

282,750

2,390,911

Entertainment - 0.9%

Metro-Goldwyn-Mayer, Inc. (a)

22,000

358,875

Shares

Value (Note 1)

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

46,100

$ 2,155,175

Walt Disney Co.

63,400

1,834,638

4,348,688

Leisure Durables & Toys - 0.2%

Harley-Davidson, Inc.

25,900

1,029,525

Lodging & Gaming - 0.3%

International Game Technology (a)

33,300

1,598,400

Restaurants - 0.3%

Brinker International, Inc. (a)

12,300

519,675

Tricon Global Restaurants, Inc. (a)

15,800

521,400

Wendy's International, Inc.

18,000

472,500

1,513,575

TOTAL MEDIA & LEISURE

10,881,099

NONDURABLES - 3.5%

Beverages - 1.2%

Adolph Coors Co. Class B

17,200

1,381,375

The Coca-Cola Co.

75,300

4,588,594

5,969,969

Foods - 1.1%

Campbell Soup Co.

20,000

692,500

PepsiCo, Inc.

66,800

3,310,775

Sysco Corp.

46,200

1,386,000

5,389,275

Household Products - 0.6%

Procter & Gamble Co.

39,800

3,121,813

Tobacco - 0.6%

Philip Morris Companies, Inc.

68,500

3,014,000

TOTAL NONDURABLES

17,495,057

PRECIOUS METALS - 0.0%

Placer Dome, Inc.

8,800

84,819

RETAIL & WHOLESALE - 3.3%

Apparel Stores - 0.7%

Talbots, Inc.

46,600

2,126,125

Venator Group, Inc. (a)

78,400

1,215,200

3,341,325

General Merchandise Stores - 1.5%

Kohls Corp. (a)

2,500

152,500

Wal-Mart Stores, Inc.

135,900

7,219,688

7,372,188

Grocery Stores - 0.2%

Pathmark Stores, Inc. (a)

53,216

878,064

Retail & Wholesale, Miscellaneous - 0.9%

Home Depot, Inc.

70,400

3,216,400

Common Stocks - continued

Shares

Value (Note 1)

RETAIL & WHOLESALE - continued

Retail & Wholesale, Miscellaneous - continued

RadioShack Corp.

17,500

$ 749,219

Tiffany & Co., Inc.

24,800

784,300

4,749,919

TOTAL RETAIL & WHOLESALE

16,341,496

SERVICES - 0.4%

Educational Services - 0.0%

Devry, Inc. (a)

3,600

135,900

Services - 0.4%

Caremark Rx, Inc. (a)

75,800

1,028,038

Robert Half International, Inc. (a)

31,200

826,800

1,854,838

TOTAL SERVICES

1,990,738

TECHNOLOGY - 17.3%

Communications Equipment - 2.6%

Cabletron Systems, Inc. (a)

28,400

427,775

Cisco Systems, Inc. (a)

218,600

8,361,450

Corning, Inc.

16,800

887,250

Nortel Networks Corp.

94,000

3,013,875

12,690,350

Computer Services & Software - 6.7%

Advent Software, Inc. (a)

30,200

1,209,888

America Online, Inc. (a)

70,200

2,442,960

BEA Systems, Inc. (a)

22,400

1,507,800

Cadence Design Systems, Inc. (a)

65,500

1,801,250

Cerner Corp. (a)

32,500

1,503,125

i2 Technologies, Inc. (a)

18,400

1,000,500

Internet Security Systems, Inc. (a)

8,500

666,719

Intuit, Inc. (a)

14,700

579,731

Jack Henry & Associates, Inc.

33,000

2,050,125

Mercury Interactive Corp. (a)

14,200

1,281,550

Microsoft Corp. (a)

162,000

7,026,750

Networks Associates, Inc. (a)

43,000

180,063

Oracle Corp. (a)

171,300

4,978,406

PurchasePro.com, Inc. (a)

53,100

929,250

Rational Software Corp. (a)

29,500

1,148,656

SEI Investments Co.

5,200

582,400

Siebel Systems, Inc. (a)

18,200

1,230,775

Sybase, Inc. (a)

80,200

1,588,963

TIBCO Software, Inc. (a)

11,100

532,106

VERITAS Software Corp. (a)

10,500

918,750

33,159,767

Computers & Office Equipment - 3.2%

Brocade Communications
Systems, Inc. (a)

7,400

679,413

Digital Lightwave, Inc. (a)

26,300

833,381

EMC Corp. (a)

66,300

4,408,950

Shares

Value (Note 1)

Hewlett-Packard Co.

60,600

$ 1,912,688

International Business Machines Corp.

53,500

4,547,500

Juniper Networks, Inc. (a)

7,200

907,650

Sun Microsystems, Inc. (a)

98,500

2,745,688

16,035,270

Electronic Instruments - 0.6%

Aeroflex, Inc. (a)

21,800

628,453

Newport Corp.

8,000

628,875

PerkinElmer, Inc.

9,200

966,000

Tektronix, Inc.

22,400

754,600

2,977,928

Electronics - 4.2%

Amphenol Corp. Class A (a)

11,800

462,413

Analog Devices, Inc. (a)

10,100

516,994

Applied Micro Circuits Corp. (a)

17,200

1,290,806

Arrow Electronics, Inc. (a)

50,000

1,431,250

AVX Corp.

62,900

1,029,988

Cirrus Logic, Inc. (a)

82,000

1,537,500

Exar Corp. (a)

33,900

1,050,370

Intel Corp.

204,300

6,141,769

Linear Technology Corp.

11,900

550,375

Molex, Inc.

14,800

525,400

NVIDIA Corp. (a)

12,100

396,464

PMC-Sierra, Inc. (a)

8,700

684,038

Technitrol, Inc.

36,800

1,513,400

Texas Instruments, Inc.

52,600

2,491,925

Transwitch Corp. (a)

25,200

985,950

Vishay Intertechnology, Inc. (a)

28,500

431,063

21,039,705

TOTAL TECHNOLOGY

85,903,020

TRANSPORTATION - 0.3%

Air Transportation - 0.2%

Southwest Airlines Co.

37,100

1,243,963

Trucking & Freight - 0.1%

Expeditors International of
Washington, Inc.

5,000

268,438

TOTAL TRANSPORTATION

1,512,401

UTILITIES - 6.3%

Cellular - 0.4%

Leap Wireless International, Inc. warrants 4/15/10 (a)(g)

100

200

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

910

9,100

QUALCOMM, Inc. (a)

22,600

1,857,438

1,866,738

Electric Utility - 1.1%

Calpine Corp. (a)

37,200

1,676,325

Entergy Corp.

18,000

761,625

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Electric Utility - continued

IDACORP, Inc.

31,000

$ 1,520,938

NRG Energy, Inc.

50,100

1,393,406

5,352,294

Gas - 2.1%

Dynegy, Inc. Class A

31,800

1,782,788

Enron Corp.

32,300

2,684,938

Equitable Resources, Inc.

24,800

1,655,400

Kinder Morgan, Inc.

35,100

1,831,781

Mitchell Energy & Development Corp. Class A

29,800

1,825,250

Questar Corp.

27,300

820,706

10,600,863

Telephone Services - 2.7%

AT&T Corp.

114,300

1,978,819

BellSouth Corp.

57,000

2,333,438

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

310

1,860

SBC Communications, Inc.

103,100

4,923,025

Verizon Communications

82,700

4,145,338

13,382,480

TOTAL UTILITIES

31,202,375

TOTAL COMMON STOCKS

(Cost $326,706,569)

343,850,112

Preferred Stocks - 2.0%

Convertible Preferred Stocks - 0.2%

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

Earthwatch, Inc. Series C, $0.2975 (g)

18,901

4,725

Radio One, Inc. $65.00 (g)

1,100

871,750

876,475

Nonconvertible Preferred Stocks - 1.8%

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II $88.75

160

159,891

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Fresenius Medical Care Capital Trust II $7.875

186

178,926

MEDIA & LEISURE - 0.5%

Broadcasting - 0.4%

Adelphia Communications Corp.
Series B, $13.00

1,033

82,640

Shares

Value (Note 1)

Citadel Broadcasting Co. Series B, $13.25 pay-in-kind

3,971

$ 333,564

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

12,388

1,288,352

Pegasus Communications Corp. $127.50 pay-in-kind

69

65,291

1,769,847

Publishing - 0.1%

PRIMEDIA, Inc.:

$9.20

4,338

338,364

Series D, $10.00

4,544

372,608

710,972

TOTAL MEDIA & LEISURE

2,480,819

UTILITIES - 1.3%

Cellular - 0.8%

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

1,068

1,025,280

Dobson Communications Corp. $130.00 pay-in-kind

136

121,040

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

3,011

2,499,130

3,645,450

Telephone Services - 0.5%

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

1,573

1,525,810

Intermedia Communications, Inc.
Series B, $135.00 pay-in-kind

835

417,500

XO Communications, Inc. $7.00 pay-in-kind

21,769

696,608

2,639,918

TOTAL UTILITIES

6,285,368

TOTAL NONCONVERTIBLE PREFERRED STOCKS

9,105,004

TOTAL PREFERRED STOCKS

(Cost $11,390,683)

9,981,479

Corporate Bonds - 12.6%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 0.5%

HEALTH - 0.4%

Medical Facilities Management - 0.4%

Tenet Healthcare Corp.
6% 12/1/05

B1

$ 1,290,000

1,122,300

Total Renal Care Holdings, Inc.:

7% 5/15/09 (g)

B3

500,000

415,000

7% 5/15/09

B3

530,000

439,900

1,977,200

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

EchoStar Communications Corp. 4.875% 1/1/07

Caa2

$ 560,000

$ 418,600

TOTAL CONVERTIBLE BONDS

2,395,800

Nonconvertible Bonds - 12.1%

BASIC INDUSTRIES - 0.8%

Chemicals & Plastics - 0.6%

Avecia Group PLC 11% 7/1/09

B2

750,000

742,500

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

B2

745,000

439,550

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

140,000

134,400

Lyondell Chemical Co. Series B, 9.875% 5/1/07

Ba3

1,140,000

1,100,100

Sovereign Specialty Chemicals, Inc. 11.875% 3/15/10

B3

305,000

295,088

Sterling Chemicals, Inc. 12.375% 7/15/06

B3

395,000

359,450

3,071,088

Packaging & Containers - 0.2%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

560,000

347,200

9.75% 6/15/07

Caa1

660,000

415,800

763,000

Paper & Forest Products - 0.0%

Potlatch Corp. 6.25% 3/15/02

Baa1

80,000

78,829

TOTAL BASIC INDUSTRIES

3,912,917

CONSTRUCTION & REAL ESTATE - 0.2%

Building Materials - 0.1%

American Standard Companies, Inc. 8.25% 6/1/09

Ba2

300,000

289,500

American Standard, Inc. 7.375% 4/15/05

Ba2

40,000

38,700

Numatics, Inc. 9.625% 4/1/08

B3

30,000

18,600

346,800

Real Estate - 0.0%

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

Baa2

100,000

99,917

Real Estate Investment Trusts - 0.1%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

100,000

97,815

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

7.125% 3/15/04

Baa2

$ 110,000

$ 109,557

Equity Office
Properties Trust:

6.375% 2/15/03

Baa1

100,000

99,194

6.75% 2/15/08

Baa1

100,000

96,915

7.75% 11/15/07

Baa1

100,000

102,818

506,299

TOTAL CONSTRUCTION & REAL ESTATE

953,016

DURABLES - 0.1%

Autos, Tires, & Accessories - 0.0%

TRW, Inc. 8.75% 5/15/06

Baa1

100,000

99,620

Home Furnishings - 0.0%

Sealy Mattress Co. 9.875% 12/15/07

B2

60,000

57,750

Textiles & Apparel - 0.1%

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

Baa2

135,000

128,559

TOTAL DURABLES

285,929

ENERGY - 0.6%

Coal - 0.1%

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

B2

330,000

328,350

Energy Services - 0.1%

R&B Falcon Corp. Series B, 6.5% 4/15/03

Ba3

320,000

306,400

RBF Finance Co. 11% 3/15/06

Ba3

300,000

347,250

653,650

Oil & Gas - 0.4%

Apache Corp. 7.625% 7/1/19

A3

75,000

77,591

Chesapeake Energy Corp. Series B:

7.875% 3/15/04

B2

175,000

169,750

9.625% 5/1/05

B2

495,000

507,375

Cross Timbers Oil Co.
Series B:

8.75% 11/1/09

B2

290,000

290,725

9.25% 4/1/07

B2

55,000

55,688

Occidental Petroleum Corp. 9.75% 6/15/01

Baa3

100,000

101,284

Oryx Energy Co.:

8% 10/15/03

Baa1

95,000

98,449

8.125% 10/15/05

Baa1

140,000

148,106

8.375% 7/15/04

Baa1

195,000

205,524

Petro-Canada 7% 11/15/28

A3

50,000

47,023

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

$ 60,000

$ 68,654

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

B2

45,000

44,775

1,814,944

TOTAL ENERGY

2,796,944

FINANCE - 1.1%

Banks - 0.3%

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

Aa3

40,000

41,678

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

70,000

74,569

Bank One Capital III 8.75% 9/1/30

Aa3

100,000

97,769

Bank One Corp. 7.875% 8/1/10

A1

200,000

208,366

BankBoston Corp. 6.625% 2/1/04

A3

60,000

60,308

Capital One Bank:

6.375% 2/15/03

Baa2

130,000

126,950

6.65% 3/15/04

Baa3

260,000

251,033

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

Baa3

100,000

91,314

Commonwealth Bank of Australia 8.5% 6/1/10

Aa3

100,000

110,259

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

A1

170,000

167,238

Korea Development Bank 6.625% 11/21/03

Baa2

95,000

93,271

Royal Bank of Scotland Group PLC:

7.816% 11/29/49

A1

100,000

101,958

9.118% 3/31/49

A1

60,000

65,275

1,489,988

Credit & Other Finance - 0.7%

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

Aa3

80,000

82,531

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

A3

125,000

116,835

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

Aa3

180,000

176,942

Citigroup, Inc. 7.25% 10/1/10

Aa3

200,000

206,626

Countrywide Funding Corp. 6.45% 2/27/03

A3

150,000

149,867

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

Caa1

85,000

66,300

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

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

B3

$ 140,000

$ 138,600

ERP Operating LP:

6.55% 11/15/01

A3

55,000

54,934

7.1% 6/23/04

A3

100,000

100,495

First Security Capital I 8.41% 12/15/26

A3

50,000

46,525

Ford Motor Credit Co.:

7.5% 3/15/05

A2

140,000

143,482

7.875% 6/15/10

A2

180,000

185,161

GS Escrow Corp. 7% 8/1/03

Ba1

190,000

182,326

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

A1

80,000

78,840

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

B2

860,000

632,100

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

B2

85,000

80,750

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

Baa1

200,000

207,616

Sprint Capital Corp.:

5.7% 11/15/03

Baa1

40,000

38,331

6.875% 11/15/28

Baa1

220,000

177,890

The Money Store, Inc. 7.3% 12/1/02

A2

100,000

101,423

TXU Eastern Funding:

6.15% 5/15/02

Baa1

60,000

59,025

6.75% 5/15/09

Baa1

120,000

112,614

U.S. West Capital Funding, Inc. 6.875% 7/15/28

Baa1

90,000

79,486

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

Aa2

100,000

105,260

Verizon Global Funding Corp.:

6.75% 12/1/05 (g)

A1

80,000

80,240

7.75% 12/1/30 (g)

A1

120,000

123,118

3,527,317

Savings & Loans - 0.1%

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

A3

90,000

89,456

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

Baa3

140,000

138,866

Sovereign Bancorp, Inc. 6.625% 3/15/01

Ba3

100,000

99,660

327,982

Securities Industry - 0.0%

Amvescap PLC yankee 6.375% 5/15/03

A2

200,000

197,162

TOTAL FINANCE

5,542,449

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Columbia/HCA
Healthcare Corp.:

6.73% 7/15/45

Ba2

$ 210,000

$ 203,438

7.15% 3/30/04

Ba2

125,000

121,719

Fountain View, Inc. 11.25% 4/15/08

Caa1

460,000

188,600

Unilab Corp. 12.75% 10/1/09

B3

150,000

161,250

675,007

INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%

Industrial Machinery & Equipment - 0.2%

Dunlop Standard Aero Holdings PLC 11.875% 5/15/09

B3

430,000

428,925

Roller Bearing Holding, Inc. 0% 6/15/09 (e)(g)

-

500,000

275,000

Tyco International
Group SA:

7% 6/15/28

Baa1

280,000

263,637

yankee 6.375% 6/15/05

Baa1

30,000

29,897

997,459

Pollution Control - 0.1%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

230,000

220,800

7.625% 1/1/06

Ba3

195,000

185,250

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

Ba3

220,000

173,800

579,850

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

1,577,309

MEDIA & LEISURE - 4.5%

Broadcasting - 3.4%

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

-

257,300

295,895

Ascent Entertainment Group, Inc. 0% 12/15/04 (e)

Ba1

90,000

72,900

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

Baa3

210,000

197,600

Callahan Nordrhein Westfalen:

0% 7/15/10 (e)(g)

B3

1,050,000

399,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

14% 7/15/10 (g)

B3

$ 170,000

$ 153,000

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

0% 1/15/10 (e)

B2

110,000

63,525

0% 4/1/11 (e)

B2

840,000

493,500

10% 4/1/09

B2

705,000

685,613

Citadel Broadcasting Co.:

9.25% 11/15/08

B3

610,000

587,125

10.25% 7/1/07

B3

985,000

987,463

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

Baa3

320,000

284,730

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

B2

580,000

493,000

CSC Holdings, Inc.:

9.25% 11/1/05

Ba3

55,000

55,275

9.875% 5/15/06

Ba3

140,000

142,800

9.875% 4/1/23

B1

70,000

72,800

10.5% 5/15/16

Ba3

500,000

545,000

Diamond Cable Communications PLC yankee:

0% 2/15/07 (e)

B2

645,000

409,575

11.75% 12/15/05

B2

300,000

262,500

Earthwatch, Inc. 0% 7/15/07 (e)

-

385,000

231,000

EchoStar DBS Corp.:

9.25% 2/1/06

B1

275,000

268,125

9.375% 2/1/09

B1

1,245,000

1,213,875

Fox Family Worldwide, Inc.:

0% 11/1/07 (e)

B1

990,000

767,250

9.25% 11/1/07

B1

195,000

195,000

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

B2

270,000

232,200

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

B2

340,000

340,000

Golden Sky DBS, Inc. 0% 3/1/07 (e)

Caa1

835,000

463,425

Golden Sky Systems, Inc. 12.375% 8/1/06

B3

300,000

292,500

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

Baa3

130,000

111,944

International Cabletel, Inc. Series B, 0% 2/1/06 (e)

B2

220,000

191,400

Knology Holding, Inc. 0% 10/15/07 (e)

-

285,000

59,850

NTL Communications Corp.:

0% 10/1/08 (e)

B3

875,000

490,000

11.5% 10/1/08

B3

340,000

299,200

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

B3

935,000

514,250

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

Pegasus Communications Corp. 9.625% 10/15/05

B3

$ 705,000

$ 657,413

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

B3

2,045,000

981,600

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

A3

190,000

216,117

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

Caa1

1,475,000

988,250

Telewest Communications PLC 0% 2/1/10 (e)

B1

615,000

276,750

Telewest PLC 11% 10/1/07

B1

520,000

453,700

Time Warner, Inc. 9.125% 1/15/13

Baa1

155,000

180,160

United Pan-Europe Communications NV:

0% 8/1/09 (e)

B2

565,000

175,150

0% 11/1/09 (e)

B2

800,000

242,000

0% 2/1/10 (e)

B2

1,530,000

443,700

10.875% 8/1/09

B2

397,000

254,080

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

35,000

34,925

16,775,165

Entertainment - 0.4%

Mandalay Resort Group:

9.5% 8/1/08

Ba2

95,000

95,000

10.25% 8/1/07

Ba3

390,000

385,125

MGM Mirage, Inc. 8.5% 9/15/10

Baa3

35,000

35,350

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

A3

110,000

110,603

Park Place Entertainment Corp. 8.875% 9/15/08

Ba2

130,000

130,975

Premier Parks, Inc.:

0% 4/1/08 (e)

B3

1,635,000

1,136,325

9.75% 6/15/07

B3

335,000

323,275

2,216,653

Lodging & Gaming - 0.6%

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

B2

560,000

509,600

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

Ba2

715,000

677,463

Horseshoe Gaming LLC 8.625% 5/15/09

B2

285,000

276,450

ITT Corp. 7.375% 11/15/15

Ba1

245,000

220,500

Station Casinos, Inc. 9.875% 7/1/10

B1

765,000

786,038

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

Caa1

310,000

308,450

2,778,501

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Publishing - 0.1%

News America
Holdings, Inc.:

7.7% 10/30/25

Baa3

$ 110,000

$ 95,875

7.75% 1/20/24

Baa3

70,000

62,092

8% 10/17/16

Baa3

80,000

72,303

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

Baa1

135,000

146,194

376,464

Restaurants - 0.0%

NE Restaurant, Inc. 10.75% 7/15/08

B3

550,000

330,000

TOTAL MEDIA & LEISURE

22,476,783

NONDURABLES - 0.1%

Foods - 0.1%

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

Baa1

115,000

115,459

Del Monte Foods Co. 0% 12/15/07 (e)

Caa1

310,000

229,400

344,859

Tobacco - 0.0%

Philip Morris
Companies, Inc.:

7% 7/15/05

A2

70,000

69,904

7.25% 9/15/01

A2

50,000

49,775

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

Baa2

100,000

97,357

217,036

TOTAL NONDURABLES

561,895

RETAIL & WHOLESALE - 0.1%

General Merchandise Stores - 0.1%

Dayton Hudson Corp. 7.5% 7/15/06

A2

125,000

130,696

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

100,000

95,975

8.5% 6/15/03

Baa1

50,000

51,053

277,724

SERVICES - 0.1%

Advertising - 0.1%

Lamar Media Corp.:

9.25% 8/15/07

B1

380,000

383,800

9.625% 12/1/06

B1

30,000

31,125

414,925

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

SERVICES - continued

Printing - 0.0%

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

Caa1

$ 210,000

$ 195,300

TOTAL SERVICES

610,225

TECHNOLOGY - 0.5%

Computers & Office Equipment - 0.1%

Comdisco, Inc.:

6.375% 11/30/01

Baa2

150,000

138,000

7.25% 9/1/02

Baa2

125,000

96,250

Compaq Computer Corp. 7.45% 8/1/02

Baa2

100,000

99,741

Globix Corp. 12.5% 2/1/10

B-

570,000

199,500

533,491

Electronics - 0.4%

ChipPAC International Ltd. 12.75% 8/1/09

B3

470,000

387,750

Details, Inc. 10% 11/15/05

B3

110,000

101,200

Flextronics International Ltd. yankee 9.875% 7/1/10

Ba3

545,000

539,550

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

B3

1,000,000

820,000

1,848,500

TOTAL TECHNOLOGY

2,381,991

TRANSPORTATION - 0.3%

Air Transportation - 0.0%

Continental Airlines, Inc. pass thru trust certificates Series 1999 2:

Class C1, 7.73% 9/15/12

Baa1

11,310

11,194

Class C2, 7.434% 3/15/06

Baa1

30,000

29,957

Delta Air Lines, Inc.:

7.57% 11/18/10

Aa2

30,000

31,882

8.3% 12/15/29

Baa3

160,000

137,624

Qantas Airways Ltd. 7.75% 6/15/09 (g)

Baa1

110,000

113,223

323,880

Railroads - 0.3%

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

Baa2

150,000

140,201

CSX Corp.:

6.25% 10/15/08

Baa2

60,000

57,430

6.46% 6/22/05

Baa2

100,000

99,488

Kansas City Southern Railway Co. 9.5% 10/1/08 (g)

Ba2

195,000

199,875

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

$ 220,000

$ 223,498

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

B1

725,000

538,313

Wisconsin Central Transportation Corp. 6.625% 4/15/08

Baa2

100,000

93,487

1,352,292

TOTAL TRANSPORTATION

1,676,172

UTILITIES - 3.3%

Cellular - 2.5%

AirGate PCS, Inc. 0% 10/1/09 (e)

Caa1

620,000

350,300

Alamosa PCS Holdings, Inc. 0% 2/15/10 (e)

Caa1

740,000

333,000

Crown Castle International Corp. 0% 5/15/11 (e)

B3

935,000

626,450

Dobson Communications Corp. 10.875% 7/1/10

B3

230,000

225,400

Echostar Broadband Corp. 10.375% 10/1/07 (g)

B3

1,440,000

1,418,400

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

Caa1

545,000

223,450

Leap Wireless International, Inc. 12.5% 4/15/10

Caa2

100,000

58,000

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

Caa1

982,000

589,200

Millicom International Cellular SA 0% 6/1/06 (e)

Caa1

1,310,000

1,028,350

Nextel
Communications, Inc.:

0% 10/31/07 (e)

B1

2,760,000

2,028,600

0% 2/15/08 (e)

B1

160,000

114,800

Nextel International, Inc. 12.75% 8/1/10 (g)

Caa1

170,000

136,850

Nextel Partners, Inc.:

11% 3/15/10

B3

120,000

114,600

11% 3/15/10

B3

300,000

286,500

TeleCorp PCS, Inc.:

0% 4/15/09 (e)

B3

890,000

607,425

10.625% 7/15/10

B3

135,000

137,363

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

B3

485,000

329,800

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

B3

1,140,000

900,600

US Unwired, Inc. 0% 11/1/09 (e)

Caa1

700,000

301,000

Vodafone Group PLC 7.625% 2/15/05

A2

195,000

201,809

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Cellular - continued

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

B2

$ 1,635,000

$ 1,185,375

10.375% 11/15/09

B2

1,080,000

1,161,000

12,358,272

Electric Utility - 0.4%

AES Corp. 9.375% 9/15/10

Ba1

850,000

869,125

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

Baa2

130,000

121,815

CMS Energy Corp.:

8.375% 7/1/03

Ba3

305,000

303,475

9.875% 10/15/07

Ba3

135,000

140,400

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

25,000

27,023

Hydro-Quebec yankee 8.4% 3/28/25

A2

90,000

101,270

Illinois Power Co. 7.5% 6/15/09

Baa1

60,000

61,456

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (g)

A3

170,000

149,903

yankee 7.875% 12/15/26 (g)

A3

80,000

71,638

Nisource Finance Corp. 7.875% 11/15/10 (g)

Baa2

125,000

131,584

Texas Utilities Co. 6.375% 1/1/08

Baa3

10,000

9,468

1,987,157

Gas - 0.0%

Reliant Energy Resources Corp. 8.125% 7/15/05 (g)

Baa1

50,000

52,006

Sempra Energy 7.95% 3/1/10

A2

40,000

39,580

91,586

Telephone Services - 0.4%

Asia Global Crossing Ltd. 13.375% 10/15/10 (g)

B2

420,000

362,250

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

A2

115,000

91,916

British
Telecommunications PLC:

7.625% 12/15/05

A2

100,000

100,992

8.625% 12/15/30

A2

35,000

35,263

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

Baa1

100,000

109,636

Intermedia
Communications, Inc.:

0% 7/15/07 (e)

B2

455,000

273,000

0% 3/1/09 (e)

B3

250,000

100,000

8.6% 6/1/08

B2

15,000

10,500

8.875% 11/1/07

B2

25,000

17,500

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Ono Finance PLC 13% 5/1/09

Caa1

$ 185,000

$ 136,900

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

Baa1

140,000

136,380

Telefonica Europe BV 8.25% 9/15/30

A2

90,000

90,582

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

183,000

181,309

7.7% 7/20/29

Baa1

130,000

129,419

Teligent, Inc. 11.5% 12/1/07

Caa1

890,000

115,700

WorldCom, Inc.:

8% 5/16/06

A3

115,000

117,822

8.875% 1/15/06

A3

103,000

106,395

2,115,564

TOTAL UTILITIES

16,552,579

TOTAL NONCONVERTIBLE BONDS

60,280,940

TOTAL CORPORATE BONDS

(Cost $68,573,403)

62,676,740

U.S. Government and Government Agency Obligations - 2.4%

U.S. Government Agency Obligations - 0.8%

Fannie Mae:

6% 12/15/05

Aaa

85,000

86,003

6% 5/15/08

Aaa

700,000

702,625

6.5% 4/29/09

Aaa

10,000

9,934

7% 7/15/05

Aaa

100,000

104,953

7.25% 1/15/10

Aaa

200,000

217,188

7.25% 5/15/30

Aaa

105,000

119,279

Federal Home Loan Bank 6.75% 2/1/02

Aaa

830,000

838,690

Freddie Mac:

5.5% 5/15/02

Aaa

1,000,000

997,500

5.75% 3/15/09

Aaa

510,000

502,906

6.875% 1/15/05

Aaa

85,000

88,453

6.875% 9/15/10

Aaa

300,000

319,452

7% 7/15/05

Aaa

210,000

220,368

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

4,207,351

U.S. Treasury Obligations - 1.6%

U.S. Treasury Bills, yield at date of purchase 6.16% 1/11/01 (i)

-

1,800,000

1,797,610

U.S. Treasury Bonds:

6.125% 11/15/27

Aaa

685,000

736,485

6.125% 8/15/29

Aaa

149,000

162,061

U.S. Government and Government Agency Obligations - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

U.S. Treasury Obligations - continued

U.S. Treasury Bonds: - continued

6.875% 8/15/25

Aaa

$ 25,000

$ 29,246

8.125% 8/15/19

Aaa

1,530,000

1,977,770

8.875% 2/15/19

Aaa

259,000

355,923

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

100,000

97,234

5.875% 10/31/01

Aaa

700,000

701,309

6.5% 5/31/02

Aaa

180,000

182,700

6.625% 6/30/01

Aaa

952,000

956,163

7% 7/15/06

Aaa

20,000

21,769

7.25% 8/15/04

Aaa

20,000

21,381

7.875% 11/15/04

Aaa

738,000

807,992

TOTAL U.S. TREASURY OBLIGATIONS

7,847,643

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $11,582,859)

12,054,994

U.S. Government Agency - Mortgage
Securities - 2.8%

Fannie Mae - 2.4%

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

Aaa

1,065,609

1,050,891

6.5% 2/1/26 to 12/1/30

Aaa

2,762,062

2,725,711

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

Aaa

2,846,480

2,853,178

7.5% 5/1/24 to 10/1/29

Aaa

1,178,585

1,196,483

7.5% 1/1/31 (h)

Aaa

2,507,000

2,544,605

8% 1/1/31 (h)

Aaa

1,316,000

1,348,900

TOTAL FANNIE MAE

11,719,768

Freddie Mac - 0.0%

7.5% 8/1/28

Aaa

122,639

124,747

Government National Mortgage Association - 0.4%

6.5% 8/15/27

Aaa

564,010

$ 558,545

7% 7/15/28

Aaa

800,700

804,199

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

Aaa

709,586

721,961

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

2,084,705

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $13,828,211)

13,929,220

Asset-Backed Securities - 0.3%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Airplanes pass through trust 10.875% 3/15/19

Ba2

$ 335,818

$ 240,110

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

Aaa

150,000

149,719

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

100,000

99,203

CIT Marine Trust 5.8% 4/15/10

Aaa

120,000

119,475

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

11,367

11,371

CPS Auto Receivables Trust 6% 8/15/03

Aaa

51,234

51,018

CSXT Trade Receivables Master Trust 6% 7/25/04

Aaa

180,000

180,563

DaimlerChrysler Auto Trust 6.7% 6/8/03

Aaa

150,000

150,492

Ford Credit Auto Owner Trust:

6.2% 12/15/02

Aa2

90,000

90,267

6.4% 12/15/02

Aa2

50,000

50,203

7.03% 11/15/03

Aaa

24,000

24,330

Green Tree Financial Corp. 6.8% 6/15/27

Aaa

4,965

4,965

Petroleum Enhanced Trust Receivables Offering Petroleum Trust 7.2788% 2/5/03 (g)(j)

Baa2

37,816

37,716

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

A2

50,000

51,250

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

Aaa

59,450

59,710

TOTAL ASSET-BACKED SECURITIES

(Cost $1,439,588)

1,320,392

Collateralized Mortgage Obligations - 0.1%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC weighted average coupon Series 1997-2 Class 2B, 7.1745% 12/29/25 (g)(j)

Ba3

$ 157,923

$ 77,605

U.S. Government Agency - 0.1%

Fannie Mae:

REMIC planned amortization class:

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

Aaa

100,000

96,031

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

Aaa

100,000

94,852

sequential pay Series 2000-49 Class A,
7.5% 1/1/30

Aaa

174,000

178,568

TOTAL U.S. GOVERNMENT AGENCY

369,451

TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS

(Cost $442,201)

447,056

Commercial Mortgage Securities - 0.5%

CBM Funding Corp. sequential pay Series 1996-1:

Class A3PI, 7.08% 11/1/07

AA

100,000

102,785

Class B, 7.48% 2/1/08

A

80,000

82,947

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1 Class E, 7.47% 1/10/13 (g)(j)

Baa1

220,000

219,983

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

Baa2

200,000

196,709

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

Baa2

140,000

135,909

First Chicago/Lennar Trust I weighted average coupon Series 1997-CHL1 Class E, 8.0835% 4/1/39 (j)

-

320,000

252,485

FMAC Loan Receivables Trust weighted average coupon:

Series 1997-A Class E, 8.1103% 4/15/19 (g)(j)

-

250,000

100,000

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

-

100,000

6,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

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

Ba1

$ 250,000

$ 233,076

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

Baa3

180,000

170,156

LTC Commercial Mortgage pass through certificates:

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

BB-

500,000

468,594

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

AAA

101,757

99,372

Nomura Asset Securities Corp. weighted average coupon Series 1998-D6 Class A4, 7.3622% 3/17/28 (j)

Baa2

140,000

138,447

Nomura Depositor Trust floater Series 1998-ST1A Class B2, 10.8698% 1/15/03 (g)(j)

-

125,000

116,680

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

AA

80,000

80,769

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

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

Baa2

140,000

134,832

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

Baa3

100,000

95,406

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $2,896,940)

2,634,150

Foreign Government and Government Agency Obligations (d) - 0.1%

Chile Republic 6.875% 4/28/09

Baa1

50,000

48,631

Quebec Province 7.5% 9/15/29

A2

340,000

362,848

United Mexican States 9.875% 2/1/10

Baa3

80,000

86,080

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $461,995)

497,559

Supranational Obligations - 0.0%

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

Aaa

150,000

152,769

Floating Rate Loans - 4.7%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

BASIC INDUSTRIES - 0.4%

Chemicals & Plastics - 0.3%

CP Kelco:

Tranche B term loan 10.0613% 3/31/08 (j)

B1

$ 138,000

$ 133,170

Tranche C term loan 10.3113% 9/30/08 (j)

B1

46,000

44,390

Huntsman ICI Chemicals LLC sr. secured:

Tranche B term loan 9.6403% 6/30/07 (j)

-

189,353

190,299

Tranche C term loan 9.9373% 6/30/08 (j)

-

286,046

287,476

Lyondell Chemical Co. sr. secured Tranche E term loan 10.645% 5/17/06 (j)

-

696,465

706,912

1,362,247

Packaging & Containers - 0.1%

Packaging Corp. of America Tranche B term loan 8.6514% 6/29/07 (j)

-

224,395

224,395

U.S. Can Corp. Tranche B term loan 10.2581% 10/4/08 (j)

-

400,000

402,000

626,395

TOTAL BASIC INDUSTRIES

1,988,642

DURABLES - 0.2%

Consumer Durables - 0.1%

Blount, Inc. Tranche B term loan 10.763% 6/30/06 (j)

B1

298,816

295,828

Home Furnishings - 0.1%

Sealy Mattress Co.:

Tranche B term loan 8.625% 12/15/04 (j)

Ba3

188,825

189,061

Tranche C term loan 8.875% 12/15/05 (j)

Ba3

136,088

136,259

Tranche D term loan 9.125% 12/15/06 (j)

Ba3

173,938

174,155

499,475

TOTAL DURABLES

795,303

ENERGY - 0.1%

Coal - 0.1%

P&L Coal Holdings Corp. Tranche B term loan 8.7673% 6/30/06 (j)

-

579,825

580,549

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

FINANCE - 0.1%

Credit & Other Finance - 0.1%

AES New York Funding Tranche B term loan 9.5625% 5/14/02 (j)

-

$ 500,000

$ 500,000

WCI Capital Corp. Tranche B term loan 11.25% 3/31/07 (j)

B2

200,000

178,000

678,000

HEALTH - 0.3%

Medical Facilities Management - 0.3%

DaVita, Inc. term loan 10.5032% 3/31/06 (j)

Ba2

460,445

456,416

Quest Diagnostics, Inc.:

Tranche B term loan 9.808% 6/15/06 (j)

Ba3

260,450

262,403

Tranche C term loan 10.3703% 6/15/06 (j)

Ba3

239,550

241,347

Unilab Corp. Tranche B term loan 10.5625% 11/23/06 (j)

B1

587,406

591,811

1,551,977

INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%

Pollution Control - 0.1%

Allied Waste North America, Inc.:

Tranche B term loan 9.365% 7/21/06 (j)

Ba3

227,273

215,909

Tranche C term loan 9.6896% 7/21/07 (j)

Ba3

272,727

259,091

475,000

MEDIA & LEISURE - 1.3%

Broadcasting - 1.0%

American Tower L P Tranche B term loan 10.05% 12/31/07 (j)

-

800,000

806,000

Century Cable Holdings LLC Tranche B term loan 9.19% 6/30/09 (j)

-

600,000

594,000

Charter Communication Operating LLC Tranche B term loan 9.26% 3/18/08 (j)

Ba3

1,250,000

1,243,750

Citadel Broadcasting Co. Tranche B term loan 9.875% 6/30/08 (j)

BB-

700,000

701,750

Entravision Communications Corp. Tranche B term loan 9.9375% 12/31/08 (j)

-

400,000

402,500

Floating Rate Loans - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

MEDIA & LEISURE - continued

Broadcasting - continued

Pegasus Media & Communications, Inc. Tranche B term loan 10.1875% 4/30/05 (j)

-

$ 850,000

$ 850,000

Telemundo Group, Inc. Tranche B term loan 8.5631% 3/31/07 (j)

B1

546,480

543,747

5,141,747

Entertainment - 0.2%

Six Flags Theme Park, Inc. Tranche B term loan 9.97% 9/30/05 (j)

Ba2

700,000

707,000

Lodging & Gaming - 0.0%

Starwood Hotels & Resorts Worldwide, Inc. term loan 9.4249% 2/23/03 (j)

-

150,000

150,750

Publishing - 0.1%

PRIMEDIA, Inc. Tranche B term loan 9.45% 7/31/04 (j)

Ba3

546,231

546,914

TOTAL MEDIA & LEISURE

6,546,411

NONDURABLES - 0.2%

Foods - 0.1%

Del Monte Corp. Tranche B term loan 9.5% 3/25/05 (j)

-

673,464

679,357

Tobacco - 0.1%

UST, Inc. Tranche B term loan 9.25% 2/16/05 (j)

A2

299,250

300,372

TOTAL NONDURABLES

979,729

SERVICES - 0.4%

Leasing & Rental - 0.1%

Crown Castle Operating Co. Tranche B term loan 9.39% 3/15/08 (j)

Ba3

800,000

806,000

Services - 0.3%

Iron Mountain, Inc. Tranche B term loan 9.5339% 2/28/06 (j)

-

1,299,000

1,305,495

TOTAL SERVICES

2,111,495

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

TECHNOLOGY - 0.1%

Electronic Instruments - 0.1%

Acterna LLC Tranche B term loan 9.6881% 9/30/07 (j)

-

$ 304,039

$ 304,039

UTILITIES - 1.5%

Cellular - 1.3%

Cook Inlet/Voicestream Operating Co. LLC Tranche B term loan 10.5% 12/31/08 (j)

B2

1,000,000

1,010,000

Microcell Telecommunications, Inc. Tranche E term loan 9.8613% 3/1/06 (j)

-

500,000

500,000

Nextel Finance Co.:

Tranche B term loan 10.1875% 6/30/08 (j)

Ba2

650,000

650,000

Tranche C term loan 10.4375% 12/31/08 (j)

Ba2

650,000

650,000

Tritel Holding Corp. Tranche B term loan 11.2138% 12/31/07 (j)

B2

750,000

757,500

Triton PCS, Inc. Tranche B term loan 9.6875% 2/4/07 (j)

-

1,150,000

1,158,625

VoiceStream PCS Holding LLC Tranche B term loan 9.64% 2/25/09 (j)

B+

1,000,000

987,500

Western Wireless Corp.:

Tranche A term loan 8.535% 3/31/08 (j)

Ba2

400,000

396,000

Tranche B term loan 9.535% 9/30/08 (j)

Ba2

450,000

452,250

6,561,875

Telephone Services - 0.2%

Global Crossing Holdings Ltd. Tranche B term loan 9.28% 6/30/06 (j)

-

500,000

502,500

McLeodUSA, Inc. Tranche B term loan 9.21% 5/31/08 (j)

Ba2

300,000

300,000

802,500

TOTAL UTILITIES

7,364,375

TOTAL FLOATING RATE LOANS

(Cost $23,430,960)

23,375,520

Commercial Paper - 0.0%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

British Telecom PLC 6.8525% 10/9/01 (j)
(Cost $249,620)

$ 250,000

$ 249,994

Money Market Funds - 5.7%

Shares

Fidelity Cash Central Fund, 6.53% (c)

19,713,790

19,713,790

Fidelity Money Market Central Fund, 6.71% (c)

6,797,743

6,797,743

Fidelity Securities Lending Cash Central Fund, 6.61% (c)

1,641,999

1,641,999

TOTAL MONEY MARKET FUNDS

(Cost $28,153,532)

28,153,532

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $489,305,618)

499,323,517

NET OTHER ASSETS - (0.3)%

(1,618,571)

NET ASSETS - 100%

$ 497,704,946

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

56 S&P 500
Stock Index Contracts

March 2001

$ 18,690,000

$ (835,903)

The face value of futures purchased as a percentage of net assets - 3.8%

Legend

(a) Non-income producing

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

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

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

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

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

(g) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $7,705,398 or 1.5% of
net assets.

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

(i) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,797,610.

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

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

11/1/99

$ 787,500

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

6.2%

AAA, AA, A

5.5%

Baa

1.7%

BBB

1.5%

Ba

3.2%

BB

2.9%

B

7.8%

B

7.6%

Caa

1.4%

CCC

1.1%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 2.3%. FMR has determined that unrated debt securities that are lower quality account for 2.3% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $757,557,256 and $778,926,390, respectively, of which long-term U.S. government and government agency obligations aggregated $39,859,962 and $50,715,388, respectively.

On July 25, 2000, the fund transferred substantially all of its money market investments to Fidelity Money Market Central Fund in exchange for shares of this fund.

The market value of futures contracts opened and closed during the period amounted to $134,978,146 and $122,401,567, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $25,866 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $820,000 or 0.2% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $1,501,003. The fund received cash collateral of $1,641,999 which was invested in cash equivalents.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $489,364,119. Net unrealized appreciation aggregated $9,959,398, of which $60,983,224 related to appreciated investment securities and $51,023,826 related to depreciated investment securities.

The fund hereby designates approximately $41,559,000 as a capital gain dividend for the purpose of the dividend paid deduction.

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

Asset Manager: Growth Portfolio

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

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $489,305,618) -
See accompanying schedule

$ 499,323,517

Cash

40,327

Receivable for investments sold

2,553,337

Receivable for fund shares sold

537,581

Dividends receivable

313,911

Interest receivable

1,765,917

Other receivables

3,665

Total assets

504,538,255

Liabilities

Payable for investments purchased
Regular delivery

$ 514,844

Delayed delivery

4,063,752

Payable for fund shares redeemed

62,956

Accrued management fee

240,136

Distribution fees payable

1,591

Payable for daily variation on
futures contracts

254,800

Other payables and
accrued expenses

53,231

Collateral on securities loaned,
at value

1,641,999

Total liabilities

6,833,309

Net Assets

$ 497,704,946

Net Assets consist of:

Paid in capital

$ 456,659,883

Undistributed net investment income

15,347,357

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

16,515,667

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

9,182,039

Net Assets

$ 497,704,946

Initial Class:
Net Asset Value, offering price
and redemption price per share ($482,165,063
÷ 33,461,979
shares)

$14.41

Service Class:
Net Asset Value, offering price
and redemption price per share
($12,449,087
÷ 869,523
shares)

$14.32

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($3,090,796
÷ 216,184
shares)

$14.30

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 4,516,798

Interest

13,595,252

Security lending

14,759

Total income

18,126,809

Expenses

Management fee

$ 3,168,623

Transfer agent fees

361,328

Distribution fees

15,027

Accounting and security lending fees

195,107

Non-interested trustees' compensation

1,869

Custodian fees and expenses

31,840

Registration fees

247

Audit

27,096

Legal

4,175

Miscellaneous

39,184

Total expenses before reductions

3,844,496

Expense reductions

(58,334)

3,786,162

Net investment income

14,340,647

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

19,764,551

Foreign currency transactions

(1,431)

Futures contracts

(3,033,763)

16,729,357

Change in net unrealized appreciation (depreciation) on:

Investment securities

(101,807,387)

Assets and liabilities in
foreign currencies

42

Futures contracts

(871,166)

(102,678,511)

Net gain (loss)

(85,949,154)

Net increase (decrease) in net assets resulting from operations

$ (71,608,507)

Other Information

Expense reductions
Directed brokerage arrangements

$ 47,254

Custodian credits

11,080

$ 58,334

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

Annual Report

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

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 14,340,647

$ 13,100,308

Net realized gain (loss)

16,729,357

48,664,911

Change in net unrealized appreciation (depreciation)

(102,678,511)

17,820,079

Net increase (decrease) in net assets resulting from operations

(71,608,507)

79,585,298

Distributions to shareholders
From net investment income

(11,727,781)

(12,766,102)

From net realized gain

(47,570,525)

(21,173,047)

Total distributions

(59,298,306)

(33,939,149)

Share transactions - net increase (decrease)

37,231,520

13,695,216

Total increase (decrease) in net assets

(93,675,293)

59,341,365

Net Assets

Beginning of period

591,380,239

532,038,874

End of period (including undistributed net investment income of $15,347,357 and $13,084,201, respectively)

$ 497,704,946

$ 591,380,239

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

3,923,103

$ 63,060,473

3,532,899

$ 59,442,839

Reinvested

3,619,549

58,129,957

2,100,108

33,706,735

Redeemed

(5,674,304)

(91,790,709)

(5,095,721)

(86,190,044)

Net increase (decrease)

1,868,348

$ 29,399,721

537,286

$ 6,959,530

Service Class
Sold

313,089

$ 5,014,523

451,433

$ 7,507,627

Reinvested

72,504

1,157,887

14,544

232,414

Redeemed

(108,353)

(1,714,212)

(60,280)

(1,004,355)

Net increase (decrease)

277,240

$ 4,458,198

405,697

$ 6,735,686

Service Class 2 A
Sold

230,119

$ 3,591,200

Reinvested

655

10,461

Redeemed

(14,590)

(228,060)

Net increase (decrease)

216,184

$ 3,373,601

Distributions
From net investment income
Initial Class

$ 11,501,649

$ 12,678,680

Service Class

224,107

87,422

Service Class 2 A

2,025

-

Total

$ 11,727,781

$ 12,766,102

From net realized gain
Initial Class

$ 46,628,308

$ 21,028,055

Service Class

933,781

144,992

Service Class 2 A

8,436

-

Total

$ 47,570,525

$ 21,173,047

$ 59,298,306

$ 33,939,149

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

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

Asset Manager: Growth Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 18.38

$ 17.03

$ 16.36

$ 13.10

$ 11.77

Income from Investment Operations

Net investment income

.42 D

.40 D

.41 D

.36 D

.21

Net realized and unrealized gain (loss)

(2.52)

2.04

2.19

2.92

2.08

Total from investment operations

(2.10)

2.44

2.60

3.28

2.29

Less Distributions

From net investment income

(.37)

(.41)

(.34)

-

(.21)

From net realized gain

(1.50)

(.68)

(1.59)

(.02)

(.75)

Total distributions

(1.87)

(1.09)

(1.93)

(.02)

(.96)

Net asset value, end of period

$ 14.41

$ 18.38

$ 17.03

$ 16.36

$ 13.10

Total Return B, C

(12.47)%

15.26%

17.57%

25.07%

20.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 482,165

$ 580,555

$ 528,874

$ 483,231

$ 253,024

Ratio of expenses to average net assets

.69%

.71%

.73%

.77%

.87%

Ratio of expenses to average net assets after expense reductions

.68% F

.70% F

.72% F

.76% F

.85% F

Ratio of net investment income to average net assets

2.61%

2.38%

2.60%

2.44%

2.63%

Portfolio turnover rate

147%

92%

98%

90%

120%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 18.28

$ 16.96

$ 16.35

$ 15.94

Income from Investment Operations

Net investment income D

.40

.38

.40

.07

Net realized and unrealized gain (loss)

(2.50)

2.03

2.14

.34

Total from investment operations

(2.10)

2.41

2.54

.41

Less Distributions

From net investment income

(.36)

(.41)

(.34)

-

From net realized gain

(1.50)

(.68)

(1.59)

-

Total distributions

(1.86)

(1.09)

(1.93)

-

Net asset value, end of period

$ 14.32

$ 18.28

$ 16.96

$ 16.35

Total Return B, C

(12.54)%

15.13%

17.18%

2.57%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 12,449

$ 10,825

$ 3,165

$ 10

Ratio of expenses to average net assets

.80%

.82%

.89%

.87% A

Ratio of expenses to average net assets after expense reductions

.79% F

.81% F

.88% F

.87% A

Ratio of net investment income to average net assets

2.50%

2.27%

2.65%

2.70% A

Portfolio turnover rate

147%

92%

98%

90%

A Annualized

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 17.78

Income from Investment Operations

Net investment income C

.34

Net realized and unrealized gain (loss)

(1.96)

Total from investment operations

(1.62)

Less Distributions

From net investment income

(.36)

From net realized gain

(1.50)

Total distributions

(1.86)

Net asset value, end of period

$ 14.30

Total Return B, F

(10.21)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 3,091

Ratio of expenses to average net assets

.97% A

Ratio of expenses to average net assets after expense reductions

.95% A, E

Ratio of net investment income to average net assets

2.33% A

Portfolio turnover rate

147%

A Annualized

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

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

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

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

F The total return would have been lower had certain expenses not been reduced during the period shown.

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

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity® VIP: Balanced -
Initial Class

-4.30%

9.60%

10.32%

Fidelity Balanced 60/40 Composite

-1.00%

13.78%

16.31%

S&P 500 ®

-9.10%

18.33%

21.35%

LB Aggregate Bond

11.63%

6.46%

8.40%

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

You can compare the fund's returns to the performance of the Fidelity Balanced 60/40 Composite Index - a hypothetical combination of unmanaged indices using a weighting of 60% equity and 40% bond. The composite index combines the total returns of the Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index.

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

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


Understanding Performance

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

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Balanced Portfolio - Initial Class on January 3, 1995, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $18,017 - an 80.17% increase on the initial investment. For comparison, look at how both the Standard & Poor's 500 Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the Standard & Poor's 500 Index would have grown to $31,921 - a 219.21% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $16,224 - a 62.24% increase. You can also look at how the Fidelity Balanced 60/40 Composite Index did over the same period. With dividends and interest, if any, reinvested, the same $10,000 would have grown to $24,741 - a 147.41% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's net assets

General Electric Co.

3.5

Exxon Mobil Corp.

1.6

American International Group, Inc.

1.6

Bristol-Myers Squibb Co.

1.5

Pfizer, Inc.

1.4

Top Five Market Sectors as of December 31, 2000

% of fund's net assets

Finance

14.8

Technology

11.5

Health

8.9

Utilities

7.9

Media & Leisure

5.9

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks

56.0%

Bonds

40.2%

Short-Term Investments and Net Other Assets

3.6%

Other Investments

0.2%



* Foreign investments 3.8%

Annual Report

Fund Talk: The Managers' Overview

Fidelity Variable Insurance Products: Balanced Portfolio

(automated graphic)   (automated graphic)   

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

Q. How did the fund perform, John?

J.A. For the 12-month period that ended December 31, 2000, the fund underperformed the Fidelity Balanced 60/40 Composite Index, which returned -1.00%.

Q. Why did the fund fail to keep pace with its index during the past year?

J.A. Poor positioning among utility stocks hurt relative performance. We paid the price for holding sizable stakes in traditional telecommunications providers, including AT&T, and wireless stocks, such as Motorola, that experienced precipitous declines. We also missed much of the dramatic upswing in electric and gas utilities, which benefited from strong demand and volatility in the marketplace. Disappointing security selection among technology stocks and various retailers further hurt performance.

Q. What can you tell us about your asset allocation strategy during the period?

J.A. I maintained a fairly neutral equity weighting in the fund throughout the period. At times, I employed other asset classes, such as convertible securities and high-yield bonds, to gain further exposure to the movements of stocks. I used convertibles early in the period as an indirect, less volatile way to participate in some of the technology names I liked. These securities also afforded us downside protection when the equivalent stocks collapsed during the spring. Conversely, it was a mistake to include high-yield bonds in the fund during the period, as prices of these securities plunged to recession levels in response to declining credit quality and poor liquidity. By allocating part of the bond subportfolio to high yield - an asset class not represented in the index - we were left underexposed to investment-grade debt, which performed well during the period.

Q. How did some of your moves on a sector level play out for the fund?

J.A. Although our tech exposure hurt quite a bit on an absolute basis, scaling back on many of our highly valued tech stocks before they collapsed helped relative returns. Unfortunately, any advantage we gained from underweighting laggards such as Microsoft and America Online, we lost due to untimely trading of weak performers, such as Intel and Dell. Similarly, the fund's retail holdings, namely Home Depot and Wal-Mart, headed south behind a slowdown in consumer spending. On a more positive note, assuming a more defensive posture late in the period helped, as tech investors sought shelter in areas of the market that could best weather an economic downturn. Our stake in consumer nondurables, particularly Philip Morris, rebounded nicely during the period. We also were rewarded for emphasizing higher-growth financials, such as American International Group and Fannie Mae, which are generally less credit-sensitive and more capable of generating above-average returns.

Q. Turning to you, Kevin, how did the bond portion of the fund fare?

K.G. The fund's investment-grade holdings had a particularly strong period. Favorable security selection helped drive performance and ensure the success of the fund's bond subportfolio relative to the Lehman Brothers Aggregate Bond Index. Of particular note was the fund's positioning in Treasuries, which outperformed all spread sectors - corporate, mortgage and agency securities - during the period. Treasuries doubly benefited from volatility in the equity markets and the U.S. Treasury's decision to repurchase outstanding debt as a result of the growing federal surplus. Even though we were underweighted relative to the Lehman Brothers index, we gained ground by adding long-term Treasuries and callable Treasuries in advance of the buybacks. My emphasis on discount mortgage securities further benefited performance in light of strong housing turnover. Owning the right agencies also helped, as these securities rebounded from their lows earlier in the period. Finally, improving the diversification of our corporate holdings helped us avoid many of the major credit blowups that pervaded the 12-month period.

Q. John, what's your outlook?

J.A. There's still a lot of uncertainty surrounding the direction of the economy, which tells me that it's still a time to play defense rather than offense. Right now, the equity portion of the fund is defensively positioned for further slowing in the economy, a posture that has worked out well for us in recent months. In the near term, I think earnings disappointments could continue to weigh heavily on the market even if the Fed does cut interest rates. So, until I feel strongly that fundamentals are going to get either a lot better or a lot worse, I'll avoid making any big bets and continue to add value from the bottom up.

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


Fund Facts

Goal: seeks income and capital growth consistent with reasonable risk by investing in a diversified portfolio of stocks and bonds

Start date: January 3, 1995

Size: as of December 31, 2000, more than $283 million

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

3

Annual Report

Fidelity Variable Insurance Products: Balanced Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 55.4%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.7%

Aerospace & Defense - 0.4%

BFGoodrich Co.

11,100

$ 403,763

Boeing Co.

13,700

904,200

1,307,963

Ship Building & Repair - 0.3%

General Dynamics Corp.

9,700

756,600

TOTAL AEROSPACE & DEFENSE

2,064,563

BASIC INDUSTRIES - 2.0%

Chemicals & Plastics - 1.4%

Dow Chemical Co.

27,700

1,014,513

E.I. du Pont de Nemours and Co.

24,204

1,169,356

Pharmacia Corp.

9,400

573,400

Praxair, Inc.

23,400

1,038,375

3,795,644

Metals & Mining - 0.2%

Alcoa, Inc.

19,000

636,500

Paper & Forest Products - 0.4%

International Paper Co.

13,400

546,888

Kimberly-Clark Corp.

9,600

678,624

1,225,512

TOTAL BASIC INDUSTRIES

5,657,656

CONSTRUCTION & REAL ESTATE - 0.3%

Building Materials - 0.3%

Masco Corp.

29,100

747,506

DURABLES - 0.8%

Autos, Tires, & Accessories - 0.5%

AutoNation, Inc.

3,700

22,200

Danaher Corp.

12,600

861,525

TRW, Inc.

10,200

395,250

1,278,975

Consumer Electronics - 0.3%

General Motors Corp. Class H

24,200

556,600

Maytag Corp.

12,200

394,213

950,813

TOTAL DURABLES

2,229,788

ENERGY - 4.1%

Energy Services - 1.2%

Baker Hughes, Inc.

14,200

590,188

Diamond Offshore Drilling, Inc.

13,300

532,000

Halliburton Co.

14,600

529,250

Nabors Industries, Inc. (a)

9,400

556,010

Schlumberger Ltd. (NY Shares)

14,900

1,191,069

3,398,517

Shares

Value (Note 1)

Oil & Gas - 2.9%

Burlington Resources, Inc.

15,000

$ 757,500

Chevron Corp.

7,300

616,394

Conoco, Inc. Class B

27,200

787,100

Exxon Mobil Corp.

53,366

4,639,507

Royal Dutch Petroleum Co. (NY Shares)

21,400

1,296,038

8,096,539

TOTAL ENERGY

11,495,056

FINANCE - 10.0%

Banks - 1.5%

Bank of America Corp.

10,400

477,100

Bank of New York Co., Inc.

41,700

2,301,319

Chase Manhattan Corp.

28,900

1,313,144

4,091,563

Credit & Other Finance - 2.1%

American Express Co.

50,600

2,779,838

Citigroup, Inc.

63,100

3,222,044

6,001,882

Federal Sponsored Credit - 2.3%

Fannie Mae

38,500

3,339,875

Freddie Mac

46,500

3,202,688

6,542,563

Insurance - 2.3%

AFLAC, Inc.

11,000

794,063

Allstate Corp.

12,800

557,600

American International Group, Inc.

45,450

4,479,666

Hartford Financial Services Group, Inc.

8,400

593,250

6,424,579

Securities Industry - 1.8%

Bear Stearns Companies, Inc.

7,700

390,294

Charles Schwab Corp.

40,150

1,139,256

Merrill Lynch & Co., Inc.

17,100

1,166,006

Morgan Stanley Dean Witter & Co.

31,300

2,480,525

5,176,081

TOTAL FINANCE

28,236,668

HEALTH - 8.6%

Drugs & Pharmaceuticals - 6.7%

Allergan, Inc.

5,700

551,831

American Home Products Corp.

20,800

1,321,840

Amgen, Inc. (a)

8,000

511,500

Bristol-Myers Squibb Co.

56,400

4,170,075

Eli Lilly & Co.

20,900

1,945,006

Merck & Co., Inc.

33,200

3,108,350

Pfizer, Inc.

86,000

3,956,000

Schering-Plough Corp.

60,800

3,450,400

19,015,002

Medical Equipment & Supplies - 1.9%

Abbott Laboratories

11,000

532,813

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Equipment & Supplies - continued

Becton, Dickinson & Co.

12,300

$ 425,888

Cardinal Health, Inc.

4,600

458,275

Guidant Corp. (a)

8,600

463,863

Johnson & Johnson

12,000

1,260,750

McKesson HBOC, Inc.

13,300

477,337

Medtronic, Inc.

17,000

1,026,375

Millipore Corp.

9,600

604,800

5,250,101

TOTAL HEALTH

24,265,103

INDUSTRIAL MACHINERY & EQUIPMENT - 4.6%

Electrical Equipment - 3.5%

General Electric Co.

206,400

9,894,280

Industrial Machinery & Equipment - 1.1%

Caterpillar, Inc.

17,500

827,969

Illinois Tool Works, Inc.

7,900

470,544

Ingersoll-Rand Co.

9,500

397,813

Tyco International Ltd.

28,270

1,568,985

3,265,311

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

13,159,591

MEDIA & LEISURE - 2.7%

Broadcasting - 0.7%

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

44,000

596,750

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

200

2

Infinity Broadcasting Corp. Class A (a)

32,300

902,381

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

199

3,781

Time Warner, Inc.

8,108

423,562

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

150

150

1,926,626

Entertainment - 1.2%

MGM Mirage, Inc.

12,500

352,344

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

56,389

2,636,186

Walt Disney Co.

15,500

448,531

3,437,061

Publishing - 0.6%

McGraw-Hill Companies, Inc.

31,600

1,852,550

Restaurants - 0.2%

McDonald's Corp.

13,000

442,000

TOTAL MEDIA & LEISURE

7,658,237

Shares

Value (Note 1)

NONDURABLES - 3.9%

Beverages - 1.3%

Anheuser-Busch Companies, Inc.

33,700

$ 1,533,350

The Coca-Cola Co.

35,900

2,187,656

3,721,006

Foods - 0.5%

PepsiCo, Inc.

18,300

906,994

Quaker Oats Co.

3,700

360,288

1,267,282

Household Products - 1.1%

Colgate-Palmolive Co.

12,100

781,055

Gillette Co.

27,500

993,438

Procter & Gamble Co.

18,600

1,458,938

3,233,431

Tobacco - 1.0%

Philip Morris Companies, Inc.

67,400

2,965,600

TOTAL NONDURABLES

11,187,319

RETAIL & WHOLESALE - 1.9%

Apparel Stores - 0.3%

Gap, Inc.

22,700

578,850

Mothers Work, Inc. (a)(j)

3

30

The Limited, Inc.

13,000

221,813

800,693

Drug Stores - 0.3%

Walgreen Co.

20,200

844,613

General Merchandise Stores - 0.8%

Costco Wholesale Corp. (a)

10,200

407,363

Kohls Corp. (a)

2,400

146,400

Wal-Mart Stores, Inc.

34,600

1,838,125

2,391,888

Retail & Wholesale, Miscellaneous - 0.5%

Home Depot, Inc.

28,950

1,322,653

TOTAL RETAIL & WHOLESALE

5,359,847

SERVICES - 0.7%

Advertising - 0.5%

Omnicom Group, Inc.

17,200

1,425,450

Leasing & Rental - 0.0%

ANC Rental Corp. (a)

462

1,617

Services - 0.2%

Ecolab, Inc.

14,600

630,538

TOTAL SERVICES

2,057,605

TECHNOLOGY - 11.1%

Communications Equipment - 2.5%

CIENA Corp. (a)

5,300

430,625

Cisco Systems, Inc. (a)

101,300

3,874,725

Comverse Technology, Inc. (a)

8,100

879,863

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Communications Equipment - continued

Corning, Inc.

13,500

$ 712,969

Nokia AB sponsored ADR

9,900

430,650

Nortel Networks Corp.

19,900

638,044

6,966,876

Computer Services & Software - 4.0%

America Online, Inc. (a)

20,850

725,580

Ariba, Inc. (a)

5,700

305,663

Automatic Data Processing, Inc.

8,600

544,488

BEA Systems, Inc. (a)

17,000

1,144,313

BMC Software, Inc. (a)

26,400

369,600

Cadence Design Systems, Inc. (a)

10,900

299,750

Computer Associates International, Inc.

16,800

327,600

DecisionOne Corp. (a)

583

6

DecisionOne Corp.:

Class A warrants 4/18/07 (a)

342

0

Class B warrants 4/18/07 (a)

590

0

Class C warrants 4/18/07 (a)

350

0

Microsoft Corp. (a)

80,200

3,478,675

Oracle Corp. (a)

78,600

2,284,313

Sonus Networks, Inc.

16,100

406,525

Synopsys, Inc. (a)

13,900

659,381

VERITAS Software Corp. (a)

5,600

490,000

Yahoo!, Inc. (a)

7,400

222,463

11,258,357

Computers & Office Equipment - 2.2%

Compaq Computer Corp.

19,000

285,950

Dell Computer Corp. (a)

30,300

528,356

EMC Corp. (a)

39,000

2,593,500

International Business Machines Corp.

17,100

1,453,500

Sun Microsystems, Inc. (a)

55,000

1,533,125

6,394,431

Electronic Instruments - 1.0%

Agilent Technologies, Inc. (a)

100

5,475

Applied Materials, Inc. (a)

14,400

549,900

KLA-Tencor Corp. (a)

13,000

437,938

Novellus Systems, Inc. (a)

14,100

506,719

Teradyne, Inc. (a)

23,700

882,825

Thermo Electron Corp. (a)

15,100

449,225

2,832,082

Electronics - 1.4%

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

60

0

Intel Corp.

40,300

1,211,519

Intersil Holding Corp. Class A

11,900

272,956

Micron Technology, Inc. (a)

25,800

915,900

Shares

Value (Note 1)

NVIDIA Corp. (a)

14,600

$ 478,378

Texas Instruments, Inc.

21,900

1,037,513

3,916,266

TOTAL TECHNOLOGY

31,368,012

TRANSPORTATION - 0.2%

Railroads - 0.2%

Union Pacific Corp.

11,700

593,775

UTILITIES - 3.8%

Cellular - 0.6%

Leap Wireless International, Inc. warrants 4/15/10 (a)(f)

265

530

Loral Orion Network Systems, Inc.:

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

290

435

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

50

100

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

290

2,900

Nextel Communications, Inc. Class A (a)

23,400

579,150

Sprint Corp. - PCS Group Series 1 (a)

30,300

619,256

VoiceStream Wireless Corp. (a)

5,600

563,500

1,765,871

Electric Utility - 0.4%

AES Corp. (a)

21,800

1,207,175

Gas - 0.8%

Dynegy, Inc. Class A

18,800

1,053,975

Enron Corp.

12,900

1,072,313

2,126,288

Telephone Services - 2.0%

AT&T Corp.

15,604

270,144

BellSouth Corp.

33,900

1,387,781

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

70

140

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

210

1,260

Qwest Communications International, Inc. (a)

23,700

971,700

SBC Communications, Inc.

52,270

2,495,893

Verizon Communications

9,700

486,213

5,613,131

TOTAL UTILITIES

10,712,465

TOTAL COMMON STOCKS

(Cost $129,556,326)

156,793,191

Preferred Stocks - 0.6%

Shares

Value (Note 1)

Convertible Preferred Stocks - 0.1%

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

Earthwatch, Inc. Series C, $0.2975 (f)

5,645

$ 1,411

MediaOne Group, Inc. (Vodafone Group PLC) $3.63 PIES

4,700

380,700

382,111

Nonconvertible Preferred Stocks - 0.5%

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II $88.75

50

49,966

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Fresenius Medical Care Capital Trust II $7.875

255

245,302

MEDIA & LEISURE - 0.4%

Broadcasting - 0.2%

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

6,265

651,560

Publishing - 0.2%

PRIMEDIA, Inc.:

$9.20

4,535

353,730

Series D, $10.00

600

49,200

402,930

TOTAL MEDIA & LEISURE

1,054,490

UTILITIES - 0.0%

Telephone Services - 0.0%

Intermedia Communications, Inc.
Series B, $135.00 pay-in-kind

3

1,500

TOTAL NONCONVERTIBLE PREFERRED STOCKS

1,351,258

TOTAL PREFERRED STOCKS

(Cost $1,721,932)

1,733,369

Corporate Bonds - 15.9%

Moody's Ratings
(unaudited) (b)

Principal Amount

Convertible Bonds - 0.6%

HEALTH - 0.2%

Drugs & Pharmaceuticals - 0.2%

Roche Holdings, Inc. 0% 1/19/15 (f)

-

$ 851,000

744,455

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

Liberty Media Corp. 3.75% 2/15/30 (f)

Baa3

$ 481,000

$ 273,569

TECHNOLOGY - 0.2%

Computer Services & Software - 0.0%

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

-

50,000

58,500

Computers & Office Equipment - 0.2%

Juniper Networks, Inc. 4.75% 3/15/07

B-

470,000

477,346

TOTAL TECHNOLOGY

535,846

UTILITIES - 0.1%

Cellular - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10 (f)

B1

308,000

222,915

TOTAL CONVERTIBLE BONDS

1,776,785

Nonconvertible Bonds - 15.3%

AEROSPACE & DEFENSE - 0.1%

Defense Electronics - 0.1%

Raytheon Co. 7.9% 3/1/03

Baa2

240,000

246,103

BASIC INDUSTRIES - 0.3%

Chemicals & Plastics - 0.2%

Huntsman Corp.:

9.5% 7/1/07 (f)

B2

430,000

253,700

9.5% 7/1/07 (f)

B2

170,000

100,300

Lyondell Chemical Co. 10.875% 5/1/09

B2

160,000

150,400

504,400

Paper & Forest Products - 0.1%

Fort James Corp. 6.625% 9/15/04

Baa3

45,000

41,914

Repap New Brunswick, Inc. yankee 10.625% 4/15/05

Ba2

230,000

236,900

278,814

TOTAL BASIC INDUSTRIES

783,214

CONSTRUCTION & REAL ESTATE - 1.2%

Building Materials - 0.1%

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

Ba2

310,000

292,175

Real Estate - 0.2%

Duke Realty LP 7.3% 6/30/03

Baa1

500,000

506,550

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Nonconvertible Bonds - continued

CONSTRUCTION & REAL ESTATE - continued

Real Estate Investment Trusts - 0.9%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

$ 100,000

$ 97,815

Equity Office Properties Trust:

6.5% 1/15/04

Baa1

1,000,000

986,950

6.625% 2/15/05

Baa1

200,000

196,962

6.75% 2/15/08

Baa1

100,000

96,915

ProLogis Trust 6.7% 4/15/04

Baa1

70,000

69,721

Spieker Properties LP:

6.8% 5/1/04

Baa2

90,000

89,893

6.875% 2/1/05

Baa2

1,000,000

994,020

2,532,276

TOTAL CONSTRUCTION & REAL ESTATE

3,331,001

DURABLES - 0.1%

Textiles & Apparel - 0.1%

Levi Strauss & Co. 6.8% 11/1/03

Ba3

200,000

170,000

ENERGY - 0.5%

Coal - 0.0%

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

B2

135,000

134,325

Energy Services - 0.0%

R&B Falcon Corp. 12.25% 3/15/06

Ba3

100,000

118,000

Oil & Gas - 0.5%

Anadarko Petroleum Corp. 7.2% 3/15/29

Baa1

385,000

378,921

Apache Corp. 7.7% 3/15/26

A3

65,000

66,944

Apache Finance Property Ltd. 6.5% 12/15/07

A3

100,000

99,106

Chesapeake Energy Corp. Series B, 9.625% 5/1/05

B2

345,000

353,625

Ocean Energy, Inc. 7.625% 7/1/05

Ba1

190,000

183,350

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

A2

185,000

192,531

1,274,477

TOTAL ENERGY

1,526,802

FINANCE - 4.8%

Banks - 1.5%

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

A1

500,000

501,890

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

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

Aa3

$ 100,000

$ 104,195

Bank One Capital III 8.75% 9/1/30

Aa3

200,000

195,538

Bank One Corp. 7.875% 8/1/10

A1

400,000

416,732

BankAmerica Corp. 5.875% 2/15/09

Aa2

500,000

463,770

BankBoston Corp. 6.625% 2/1/04

A3

200,000

201,026

Barclays Bank PLC yankee:

5.95% 7/15/01

A1

350,000

349,433

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

Aa2

345,000

360,232

Capital One Bank 6.375% 2/15/03

Baa2

250,000

244,135

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

Baa3

210,000

191,759

FleetBoston Financial Corp. 7.25% 9/15/05

A2

275,000

284,474

Korea Development Bank:

6.625% 11/21/03

Baa2

170,000

166,906

7.375% 9/17/04

Baa2

160,000

160,037

MBNA Corp.:

6.34% 6/2/03

Baa2

100,000

97,859

6.875% 11/15/02

Baa2

300,000

300,183

Royal Bank of Scotland Group PLC 9.118% 3/31/49

A1

200,000

217,584

Summit Bancorp 8.625% 12/10/02

A3

100,000

103,555

4,359,308

Credit & Other Finance - 3.1%

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

Aa3

270,000

278,543

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

A3

250,000

233,670

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

Aa3

250,000

246,415

Citigroup, Inc. 7.25% 10/1/10

Aa3

400,000

413,252

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

A2

100,000

99,433

ERP Operating LP:

6.55% 11/15/01

A3

50,000

49,940

7.1% 6/23/04

A3

200,000

200,990

Ford Motor Credit Co.:

7.5% 3/15/05

A2

1,000,000

1,024,870

7.875% 6/15/10

A2

550,000

565,769

General Motors Acceptance Corp.:

7.5% 7/15/05

A2

1,000,000

1,026,880

7.75% 1/19/10

A2

200,000

206,404

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

A1

300,000

329,115

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Nonconvertible Bonds - continued

FINANCE - continued

Credit & Other Finance - continued

ING Capital Funding Trust III 8.439% 12/31/49 (h)

Aa3

$ 350,000

$ 355,289

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

A1

140,000

137,970

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

B2

330,000

242,550

Qwest Capital Funding, Inc.:

7.75% 8/15/06 (f)

Baa1

250,000

259,520

7.9% 8/15/10 (f)

Baa1

200,000

209,456

Sprint Capital Corp.:

5.875% 5/1/04

Baa1

375,000

360,109

6.875% 11/15/28

Baa1

585,000

473,025

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

Baa3

100,000

99,500

TXU Eastern Funding 6.75% 5/15/09

Baa1

160,000

150,152

U.S. West Capital Funding, Inc. 6.875% 7/15/28

Baa1

165,000

145,725

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

Aa2

300,000

315,780

Unicredito Italiano Capital Trust II yankee 9.2% 10/29/49 (e)(f)

A1

100,000

102,141

Unilever Capital Corp. 6.875% 11/1/05

A1

200,000

206,520

Verizon Global Funding Corp.:

6.75% 12/1/05 (f)

A1

435,000

436,305

7.75% 12/1/30 (f)

A1

290,000

297,534

Xerox Capital (Europe) PLC 5.75% 5/15/02

Ba1

325,000

208,000

8,674,857

Savings & Loans - 0.2%

Long Island Savings Bank FSB 6.2% 4/2/01

Baa3

500,000

497,945

TOTAL FINANCE

13,532,110

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Dynacare, Inc. yankee 10.75% 1/15/06

B2

10,000

9,400

Unilab Corp. 12.75% 10/1/09

B3

70,000

75,250

84,650

INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%

Tyco International Group SA yankee 6.875% 1/15/29

Baa1

1,000,000

925,670

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

MEDIA & LEISURE - 2.6%

Broadcasting - 2.3%

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

B3

$ 270,000

$ 234,900

Adelphia Communications Corp. 10.875% 10/1/10

B2

150,000

146,250

Ascent Entertainment Group, Inc. 0% 12/15/04 (d)

Ba1

230,000

186,300

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

Baa3

650,000

611,618

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

Caa1

200,000

110,000

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp. 8.25% 4/1/07

B2

180,000

164,700

Citadel Broadcasting Co. 10.25% 7/1/07

B3

200,000

200,500

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

A3

115,000

119,439

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

B2

410,000

260,350

Earthwatch, Inc. 0% 7/15/07 (d)

-

115,000

69,000

Impsat Fiber Networks, Inc. 13.75% 2/15/05

B3

195,000

126,750

International Cabletel, Inc. Series B, 0% 2/1/06 (d)

B2

550,000

478,500

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

B3

560,000

308,000

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

B2

170,000

157,250

Spectrasite Holdings, Inc. 12.5% 11/15/10 (f)

B3

200,000

198,000

TCI Communications Financing III 9.65% 3/31/27

A3

180,000

194,398

Telewest PLC 11% 10/1/07

B1

510,000

444,975

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

Baa1

910,000

981,581

UIH Australia/Pacific, Inc.:

Series B, 0% 5/15/06 (d)

B2

380,000

254,600

Series D, 0% 5/15/06 (d)

B2

30,000

20,100

United Pan-Europe Communications NV:

0% 8/1/09 (d)

B2

430,000

133,300

0% 2/1/10 (d)

B2

270,000

78,300

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

United Pan-Europe Communications NV: - continued

10.875% 11/1/07

B2

$ 580,000

$ 368,300

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

580,000

578,753

6,425,864

Lodging & Gaming - 0.0%

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

B2

90,000

88,200

Publishing - 0.3%

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

Baa3

500,000

489,260

News America, Inc.:

7.125% 4/8/28

Baa3

80,000

63,090

7.28% 6/30/28

Baa3

200,000

164,654

7.3% 4/30/28

Baa3

170,000

136,991

853,995

Restaurants - 0.0%

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

B2

170,000

155,550

TOTAL MEDIA & LEISURE

7,523,609

NONDURABLES - 0.1%

Tobacco - 0.1%

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

Baa2

200,000

194,714

RETAIL & WHOLESALE - 0.2%

General Merchandise Stores - 0.2%

Federated Department Stores, Inc. 6.79% 7/15/27

Baa1

500,000

479,875

SERVICES - 0.1%

Printing - 0.0%

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

Caa1

40,000

37,200

Services - 0.1%

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

B2

160,000

164,800

TOTAL SERVICES

202,000

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

TECHNOLOGY - 0.2%

Computer Services & Software - 0.1%

Concentric Network Corp. 12.75% 12/15/07

B

$ 50,000

$ 43,000

Exodus Communications, Inc. 11.625% 7/15/10 (f)

B3

270,000

240,300

283,300

Computers & Office Equipment - 0.1%

Comdisco, Inc.:

5.95% 4/30/02

Baa2

300,000

231,000

7.25% 9/1/02

Baa2

250,000

192,500

423,500

Electronics - 0.0%

ChipPAC International Ltd. 12.75% 8/1/09

B3

30,000

24,750

TOTAL TECHNOLOGY

731,550

TRANSPORTATION - 0.8%

Air Transportation - 0.5%

Atlas Air, Inc. 8.77% 1/2/11

Ba1

81,321

81,321

Continental Airlines, Inc. pass thru trust certificates Series 1999 2:

Class C1, 7.73% 9/15/12

Baa1

25,448

25,186

Class C2, 7.434% 3/15/06

Baa1

70,000

69,900

Delta Air Lines, Inc.:

7.57% 11/18/10

Aa2

70,000

74,390

7.9% 12/15/09

Baa3

500,000

478,860

7.92% 11/18/10

Aa3

50,000

53,196

US Air, Inc. 9.625% 2/1/01

B3

650,000

645,125

1,427,978

Railroads - 0.3%

CSX Corp. 6.25% 10/15/08

Baa2

500,000

478,585

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

340,000

345,406

823,991

TOTAL TRANSPORTATION

2,251,969

UTILITIES - 4.0%

Cellular - 0.8%

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

B3

195,000

202,800

Echostar Broadband Corp. 10.375% 10/1/07 (f)

B3

180,000

177,300

Leap Wireless International, Inc. 0% 4/15/10 (d)

-

265,000

53,000

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

Caa1

420,000

252,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Cellular - continued

Millicom International Cellular SA 0% 6/1/06 (d)

Caa1

$ 241,000

$ 189,185

Nextel Communications, Inc.:

0% 10/31/07 (d)

B1

600,000

441,000

9.375% 11/15/09

B1

170,000

157,250

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

B3

385,000

304,150

VoiceStream Wireless Corp.:

0% 11/15/09 (d)

B2

295,000

213,875

10.375% 11/15/09

B2

170,000

182,750

2,173,310

Electric Utility - 1.0%

AES Corp.:

8% 12/31/08

Ba1

405,000

382,725

9.375% 9/15/10

Ba1

235,000

240,288

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

Baa2

300,000

281,112

CMS Energy Corp.:

Series B, 6.75% 1/15/04

Ba3

20,000

19,000

8.375% 7/1/03

Ba3

70,000

69,650

Dominion Resources, Inc.:

7.6% 7/15/03

Baa1

540,000

553,500

8.125% 6/15/10

Baa1

70,000

75,664

Illinois Power Co. 7.5% 6/15/09

Baa1

150,000

153,639

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

A3

545,000

480,570

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

Baa3

75,000

81,690

Nisource Finance Corp.:

7.625% 11/15/05 (f)

Baa2

200,000

207,811

7.875% 11/15/10 (f)

Baa2

315,000

331,592

Texas Utilities Co. 6.375% 1/1/08

Baa3

40,000

37,872

2,915,113

Gas - 0.3%

KeySpan Corp.:

7.25% 11/15/05

A3

185,000

192,548

7.625% 11/15/10

A3

135,000

143,694

Reliant Energy Resources Corp. 8.125% 7/15/05 (f)

Baa1

500,000

520,055

Sempra Energy 7.95% 3/1/10

A2

95,000

94,003

950,300

Telephone Services - 1.9%

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

A2

430,000

343,686

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

British Telecommunications PLC:

7.625% 12/15/05

A2

$ 400,000

$ 403,968

8.625% 12/15/30

A2

400,000

403,004

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

Baa1

700,000

767,452

Global Crossing Holdings Ltd. 9.625% 5/15/08

Ba2

265,000

253,075

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

B3

530,000

212,000

KMC Telecom Holdings, Inc. 13.5% 5/15/09

Caa2

350,000

101,500

Netia Holdings BV 0% 11/1/07 (d)

B2

250,000

153,750

NEXTLINK Communications, Inc. 0% 12/1/09 (d)

B2

500,000

202,500

Ono Finance PLC 13% 5/1/09

Caa1

265,000

196,100

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

Baa1

220,000

214,311

Telefonica Europe BV 8.25% 9/15/30

A2

115,000

115,744

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

449,000

444,851

7.7% 7/20/29

Baa1

536,000

533,604

Versatel Telecom International NV 13.25% 5/15/08

B3

150,000

93,750

Viatel, Inc. 11.25% 4/15/08

B3

300,000

93,000

WinStar Communications, Inc. 12.75% 4/15/10

B3

270,000

189,000

WorldCom, Inc.:

6.95% 8/15/28

A3

360,000

302,152

8.875% 1/15/06

A3

184,000

190,065

5,213,512

TOTAL UTILITIES

11,252,235

TOTAL NONCONVERTIBLE BONDS

43,235,502

TOTAL CORPORATE BONDS

(Cost $46,736,263)

45,012,287

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

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

6% 12/15/05

Aaa

530,000

536,254

6.5% 4/29/09

Aaa

465,000

461,945

7% 7/15/05

Aaa

605,000

634,966

7.125% 6/15/10

Aaa

320,000

345,901

7.25% 1/15/10

Aaa

310,000

336,641

7.25% 5/15/30

Aaa

470,000

533,915

U.S. Government and Government Agency Obligations - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

U.S. Government Agency Obligations - continued

Freddie Mac:

5.75% 3/15/09

Aaa

$ 700,000

$ 690,263

6.45% 4/29/09

Aaa

1,000,000

989,530

6.75% 3/15/31

Aaa

1,330,000

1,425,388

6.875% 1/15/05

Aaa

185,000

192,515

7% 7/15/05

Aaa

860,000

902,458

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

Aaa

14,126

14,381

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

7,064,157

U.S. Treasury Obligations - 6.6%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

915,000

995,209

6.625% 2/15/27

Aaa

250,000

285,548

8% 11/15/21

Aaa

920,000

1,190,535

8.875% 8/15/17

Aaa

1,020,000

1,386,404

9.875% 11/15/15

Aaa

170,000

244,880

14% 11/15/11

Aaa

490,000

701,464

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

80,000

77,787

5.5% 5/31/03

Aaa

5,600,000

5,643,736

5.75% 8/15/10

Aaa

150,000

157,196

6.5% 5/31/02

Aaa

4,280,000

4,344,200

7% 7/15/06

Aaa

3,550,000

3,863,962

TOTAL U.S. TREASURY OBLIGATIONS

18,890,921

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $25,075,847)

25,955,078

U.S. Government Agency -
Mortgage Securities - 12.6%

Fannie Mae - 8.5%

5.5% 2/1/11

Aaa

141,958

138,896

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

Aaa

1,749,120

1,708,922

6.5% 11/1/25 to 2/1/30

Aaa

9,156,605

9,039,473

6.5% 1/1/31 (g)

Aaa

240,000

236,625

7% 12/1/24 to 9/1/28

Aaa

3,123,525

3,132,696

7.5% 5/1/15 to 7/1/29

Aaa

5,189,469

5,270,396

7.5% 1/1/31 (g)

Aaa

2,865,000

2,904,930

8% 1/1/26

Aaa

839,270

863,651

8% 1/1/31 (g)

Aaa

615,000

630,375

TOTAL FANNIE MAE

23,925,964

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Freddie Mac - 0.1%

7.5% 1/1/27

Aaa

$ 341,365

$ 347,233

Government National Mortgage Association - 4.0%

6.5% 10/15/27 to 4/15/29

Aaa

9,719,363

9,612,609

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

Aaa

607,591

610,269

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

Aaa

1,087,906

1,107,474

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

11,330,352

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $35,603,398)

35,603,549

Asset-Backed Securities - 0.9%

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

A1

200,000

199,562

Ford Credit Auto Owner Trust:

6.2% 12/15/02

Aa2

510,000

511,514

6.4% 12/15/02

Aa2

80,000

80,325

7.03% 11/15/03

Aaa

145,000

146,994

Key Auto Finance Trust:

6.3% 10/15/03

A2

119,184

118,811

6.65% 10/15/03

Baa3

35,600

35,589

Premier Auto Trust 5.59% 2/9/04

Aaa

1,000,000

994,370

Sears Credit Account Master Trust II:

6.75% 9/16/09

Aaa

365,000

374,695

7.5% 11/15/07

A2

200,000

205,000

TOTAL ASSET-BACKED SECURITIES

(Cost $2,650,744)

2,666,860

Commercial Mortgage Securities - 1.2%

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1: Class D, 7.12%
1/10/13 (f)(h)

Aa1

300,000

299,977

Class E, 7.47% 1/10/13 (f)(h)

Baa1

420,000

419,967

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

Baa2

220,000

216,380

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

AAA

500,000

532,228

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

Aaa

500,000

534,394

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 2000-C3 Class A2, 6.957% 12/1/15

Aaa

$ 500,000

$ 514,375

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

Baa3

500,000

472,656

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

Aaa

500,000

502,109

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $3,431,525)

3,492,086

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

Korean Republic yankee 8.75% 4/15/03

Baa2

80,000

83,159

Quebec Province yankee:

6.86% 4/15/26 (e)

A2

250,000

258,815

7.125% 2/9/24

A2

30,000

30,617

7.5% 7/15/23

A2

30,000

31,947

United Mexican States:

8.5% 2/1/06

Baa3

175,000

176,750

9.875% 2/1/10

Baa3

200,000

215,200

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $779,466)

796,488

Supranational Obligations - 0.2%

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

Aaa

500,000

509,230

Floating Rate Loans - 0.2%

INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%

Pollution Control - 0.2%

Allied Waste North America, Inc.:

Tranche B term loan 9.365% 7/21/06 (h)

Ba3

227,273

215,909

Tranche C term loan 9.6896% 7/21/07 (h)

Ba3

272,727

259,091

TOTAL FLOATING RATE LOANS

(Cost $473,884)

475,000

Cash Equivalents - 4.3%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 6.53% (c)
(Cost $12,120,835)

12,120,835

$ 12,120,835

TOTAL INVESTMENT PORTFOLIO - 100.7%

(Cost $258,647,075)

285,157,973

NET OTHER ASSETS - (0.7)%

(1,996,281)

NET ASSETS - 100%

$ 283,161,692

Security Type Abbreviations

PIES

-

Premium Income Equity Securities

Legend

(a) Non-income producing

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

(c) The rate quoted is the annualized seven-day yield of the fund at period end.

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

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $8,786,554 or 3.1% of net assets.

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

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

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Mothers Work, Inc.

6/18/98

$ 18

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

28.1%

AAA, AA, A

25.7%

Baa

6.9%

BBB

6.1%

Ba

1.0%

BB

1.1%

B

3.2%

B

3.1%

Caa

0.3%

CCC

0.6%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 0.3%. FMR has determined that unrated debt securities that are lower quality account for 0.3% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $369,927,414 and $411,709,411, respectively, of which long-term U.S. government and government agency obligations aggregated $109,437,705 and $116,914,458, respectively.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $30 or 0% of net assets.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $14,203 for the period.

The fund participated in the security lending program. At period end there were no loans outstanding.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $260,567,181. Net unrealized appreciation aggregated $24,590,792, of which $40,856,766 related to appreciated investment securities and $16,265,974 related to depreciated investment securities.

The fund hereby designates approximately $8,433,000 as a capital gain dividend for the purpose of the dividend paid deduction.

At December 31, 2000, the fund had a capital loss carryforward of approximately $1,349,000 all of which will expire on December 31, 2008.

A total of 28% of the dividends distributed during the fiscal year qualifies for the dividends-received deductions for corporate shareholders (unaudited). The fund will notify shareholders in January 2001 of amounts for use in preparing 2000 income tax returns.

A total of 12.83% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax. The fund will notify shareholders in January 2001 of amounts for use in preparing 2000 income tax returns (unaudited).

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

Balanced Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $258,647,075) -
See accompanying schedule

$ 285,157,973

Cash

222

Receivable for investments sold

151,819

Receivable for fund shares sold

146,837

Dividends receivable

149,113

Interest receivable

1,595,831

Other receivables

48,649

Total assets

287,250,444

Liabilities

Payable for investments purchased
Regular delivery

$ 146,650

Delayed delivery

3,761,079

Payable for fund shares redeemed

36,117

Accrued management fee

100,066

Distribution fees payable

3,187

Other payables and accrued expenses

41,653

Total liabilities

4,088,752

Net Assets

$ 283,161,692

Net Assets consist of:

Paid in capital

$ 249,883,863

Undistributed net investment income

9,715,285

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

(2,947,964)

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

26,510,508

Net Assets

$ 283,161,692

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($250,801,722 ÷
17,357,444 shares)

$14.45

Service Class:
Net Asset Value, offering price
and redemption price
per share ($27,562,863 ÷
1,915,397 shares)

$14.39

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($4,797,107 ÷
333,900 shares)

$14.37

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 1,810,449

Interest

9,580,967

Security lending

131

Total income

11,391,547

Expenses

Management fee

$ 1,295,261

Transfer agent fees

199,076

Distribution fees

31,746

Accounting and security lending fees

115,221

Non-interested trustees' compensation

1,040

Custodian fees and expenses

28,396

Audit

27,299

Legal

4,936

Reports to shareholders

99,320

Miscellaneous

892

Total expenses before reductions

1,803,187

Expense reductions

(56,363)

1,746,824

Net investment income

9,644,723

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(1,916,735)

Foreign currency transactions

(6,019)

(1,922,754)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(21,476,448)

Assets and liabilities in
foreign currencies

(1,497)

(21,477,945)

Net gain (loss)

(23,400,699)

Net increase (decrease) in net assets resulting from operations

$ (13,755,976)

Other information

Expense reductions
Direct brokerage arrangements

$ 53,123

Custodian credits

3,240

$ 56,363

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

Annual Report

Variable Insurance Products: Balanced Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 9,644,723

$ 10,132,202

Net realized gain (loss)

(1,922,754)

7,580,954

Change in net unrealized appreciation (depreciation)

(21,477,945)

(2,525,268)

Net increase (decrease) in net assets resulting from operations

(13,755,976)

15,187,888

Distributions to shareholders
From net investment income

(10,025,969)

(7,479,403)

From net realized gain

(7,315,617)

(8,692,279)

In excess of net realized gain

(1,053,621)

-

Total distributions

(18,395,207)

(16,171,682)

Share transactions - net increase (decrease)

(37,111,951)

36,165,081

Total increase (decrease) in net assets

(69,263,134)

35,181,287

Net Assets

Beginning of period

352,424,826

317,243,539

End of period (including undistributed net investment income of $9,715,285 and $10,132,202, respectively)

$ 283,161,692

$ 352,424,826

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Share transactions

Shares

Dollars

Shares

Dollars

Initial Class
Sold

1,794,450

$ 26,671,199

4,444,110

$ 70,037,773

Reinvested

1,146,173

16,906,054

1,027,536

15,608,277

Redeemed

(5,917,870)

(88,897,596)

(4,234,242)

(66,752,172)

Net increase (decrease)

(2,977,247)

$ (45,320,343)

1,237,404

$ 18,893,878

Service Class
Sold

354,608

$ 5,304,117

1,108,300

$ 17,387,242

Reinvested

100,855

1,483,572

37,189

563,405

Redeemed

(236,923)

(3,533,009)

(43,583)

(679,444)

Net increase (decrease)

218,540

$ 3,254,680

1,101,906

$ 17,271,203

Service Class 2 A
Sold

335,010

$ 4,970,459

-

$ -

Reinvested

380

5,581

-

-

Redeemed

(1,490)

(22,328)

-

-

Net increase (decrease)

333,900

$ 4,953,712

-

$ -

Distributions
From net investment income
Initial Class

$ 9,221,484

$ 7,218,828

Service Class

801,470

260,575

Service Class 2 A

3,015

-

Total

$ 10,025,969

$ 7,479,403

From net realized gain
Initial Class

$ 6,717,143

$ 8,389,449

Service Class

596,231

302,830

Service Class 2 A

2,243

-

Total

$ 7,315,617

$ 8,692,279

In excess of net realized gain
Initial Class

$ 967,427

$ -

Service Class

85,871

-

Service Class 2 A

323

-

Total

$ 1,053,621

$ -

$ 18,395,207

$ 16,171,682

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

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

Balanced Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 16.00

$ 16.11

$ 14.58

$ 12.23

$ 11.17

Income from Investment Operations

Net investment income

.48 D

.45 D

.44 D

.44 D

.33

Net realized and unrealized gain (loss)

(1.15)

.24

2.00

2.22

.78

Total from investment operations

(.67)

.69

2.44

2.66

1.11

Less Distributions

From net investment income

(.48)

(.37)

(.36)

(.31)

(.01)

From net realized gain

(.35)

(.43)

(.55)

-

(.04)

In excess of net realized gain

(.05)

-

-

-

-

Total distributions

(.88)

(.80)

(.91)

(.31)

(.05)

Net asset value, end of period

$ 14.45

$ 16.00

$ 16.11

$ 14.58

$ 12.23

Total Return B, C

(4.30)%

4.55%

17.64%

22.18%

9.98%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 250,802

$ 325,371

$ 307,681

$ 214,538

$ 103

Ratio of expenses to average net assets

.58%

.57%

.59%

.61%

.72%

Ratio of expenses to average net assets after expense reductions

.56% F

.55% F

.58% F

.60% F

.71% F

Ratio of net investment income to average net assets

3.18%

2.87%

2.94%

3.28%

3.63%

Portfolio turnover rate

126%

108%

94%

98%

163%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 15.94

$ 16.07

$ 14.59

$ 14.16

Income from Investment Operations

Net investment income D

.46

.43

.41

.08

Net realized and unrealized gain (loss)

(1.14)

.24

1.98

.35

Total from investment operations

(.68)

.67

2.39

.43

Less Distributions

From net investment income

(.47)

(.37)

(.36)

-

From net net realized gain

(.35)

(.43)

(.55)

-

In excess of realized gain

(.05)

-

-

-

Total distributions

(.87)

(.80)

(.91)

-

Net asset value, end of period

$ 14.39

$ 15.94

$ 16.07

$ 14.59

Total Return B, C

(4.38)%

4.43%

17.27%

3.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 27,563

$ 27,054

$ 9,562

$ 10

Ratio of expenses to average net assets

.68%

.67%

.70%

.71% A

Ratio of expenses to average net assets after expense reductions

.66% F

.66% F

.69% F

.71% A

Ratio of net investment income to average net assets

3.08%

2.77%

2.79%

3.43% A

Portfolio turnover rate

126%

108%

94%

98% A

A Annualized

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 15.59

Income from Investment Operations

Net investment income

.40 D

Net realized and unrealized gain (loss)

(.75)

Total from investment operations

(.35)

Less Distributions

From net investment income

(.47)

From net realized gain

(.35)

In excess of net realized gain

(.05)

Total distributions

(.87)

Net asset value, end of period

$ 14.37

Total Return B, C

(2.37)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,797

Ratio of expenses to average net assets

.85% A

Ratio of expenses to average net assets after expense reductions

.83% A, F

Ratio of net investment income to average net assets

2.91% A

Portfolio turnover rate

126%

A Annualized

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

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

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

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

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

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

Balanced Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity® VIP: Contrafund -
Initial Class

-6.58%

17.82%

21.23%

S&P 500 ®

-9.10%

18.33%

21.35%

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

You can compare the fund's return to the performance of the Standard & Poor's 500SM  Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

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

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


Understanding Performance

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

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Contrafund Portfolio Initial Class on January 3, 1995, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $31,721 - a 217.21% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $31,921 - a 219.21% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Exxon Mobil Corp.

2.5

McDonald's Corp.

2.2

Pfizer, Inc.

2.1

American International Group, Inc.

2.1

Berkshire Hathaway, Inc. Class A

1.8

10.7

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

24.3

Technology

12.8

Health

11.6

Nondurables

7.3

Energy

7.1

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks and
Equity Futures

87.8%

Bonds

2.5%

Short-Term
Investments and
Net Other Assets

9.7%



* Foreign investments

10.9%

Annual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Will Danoff,
Portfolio Manager
of Contrafund Portfolio

Q. How did the fund perform, Will?

A. For the 12 months that ended December 31, 2000, the fund outperformed the Standard & Poor's 500 Index, which returned -9.10%.

Q. What factors influenced the fund's performance during the period?

A. Two critical factors were the reversal of the euphoric Internet-stock bubble and the slowing of the global economy. A combination of excessive valuations and weaker demand crushed the technology sector, which had accounted for 35% of the S&P 500 in the early spring. The fund's underweighting in technology relative to both the S&P 500 and its peers worked out well as the fund avoided most of this carnage. As the economy slowed, stocks of economically sensitive companies, such as those in the technology sector, generally performed poorly, while stocks in defensive areas, such as health care, finance and utilities, performed well. The fund was positioned advantageously in finance stocks, but could have benefited further from owning more health care companies.

Q. What was your technology strategy during the period?

A. The fund participated only moderately during the technology rally of late 1999 and early 2000 because I couldn't justify the valuations of most technology stocks. The very best technology companies were selling at extremely high price-to-earnings ratios, often more than 100 times earnings. Then, as the slowing economy hurt profit growth and investors realized that many of the Internet and emerging telecommunications companies had unsustainable or uncompetitive business models, the bubble burst. Overall, the fund's conservative positioning was the major reason for its outperformance relative to the S&P 500.

Q. Why did health stocks fall into favor, and why were you slow to increase the fund's exposure?

A. Health stocks benefited from steady earnings growth from large pharmaceutical companies, improving industry fundamentals in the HMO and hospital industries, and exciting new advances in biotechnology. Also, investors were looking for stable-growth stocks as the economy slowed and technology profits and share prices weakened. I added to the fund's positions in leading drug companies Pfizer and Schering-Plough, both of which enhanced their earnings growth rates during the year. In hindsight, I should have bought more health care stocks, but I found that most of the leading drug companies had major drugs that were losing their patent protection and I wasn't seeing accelerated earnings growth. I should have realized that in a slowing economy, the market would reward companies in industries such as health care, particularly those that were meeting their estimates despite a lack of accelerated earnings growth.

Q. You doubled the fund's exposure to finance stocks during the second half of 2000, from around 12% to just over 24%. Why?

A. Lower interest rates, spurred on by the slowing economy, produced a very favorable environment for finance stocks. Also, the commercial property and casualty insurance industry raised its prices for the first time in 14 years, resulting in an environment of steady demand and decreased capacity for that particular group. As a result, the fund's positions in American International Group, MetLife, Citigroup and Berkshire Hathaway performed well during the period. Other large financial holdings at the end of 2000 were mortgage insurer Fannie Mae, consumer finance leader Household International and super-regional bank Bank One.

Q. Which other stocks performed well? Which were disappointing?

A. The fund's best performer during the period was Waters Corp., a company that sells analytical instruments to biotechnology, pharmaceutical and government laboratories. Disappointments included McDonald's and AT&T, both of which fell short of earnings expectations.

Q. What's your outlook?

A. Continued global economic weakness could very well put a damper on both corporate earnings growth and market appreciation. The Federal Reserve Board was poised to lower interest rates in early 2001 and, while this is a positive sign, it may take a while to see momentum. I remain skeptical of a quick rebound for technology stocks, as valuations are still high and earnings growth will likely remain sluggish until 2002. I'll be looking for companies that are growing, both inside and outside the tech sector.

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


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in companies whose value is not fully recognized by the public

Start date: January 3, 1995

Size: as of December 31, 2000, more than $9.8 billion

Manager: Will Danoff, since inception; joined Fidelity in 1986

3

Annual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 87.2%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.4%

Aerospace & Defense - 1.3%

Boeing Co.

729,700

$ 48,160,200

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

1,014,100

15,659,295

Lockheed Martin Corp.

1,256,340

42,652,743

United Technologies Corp.

231,201

18,178,179

124,650,417

Ship Building & Repair - 0.1%

General Dynamics Corp.

205,000

15,990,000

TOTAL AEROSPACE & DEFENSE

140,640,417

BASIC INDUSTRIES - 1.5%

Chemicals & Plastics - 1.0%

Hercules, Inc.

343,000

6,538,438

Pharmacia Corp.

1,214,600

74,090,600

Potash Corp. of Saskatchewan

233,800

18,292,916

Spartech Corp.

61,300

1,260,481

100,182,435

Metals & Mining - 0.1%

Alcoa, Inc.

118,300

3,963,050

Rio Tinto PLC (Reg. D)

273,100

4,802,514

8,765,564

Paper & Forest Products - 0.4%

Bowater, Inc.

112,400

6,336,550

International Paper Co.

124,500

5,081,156

Kimberly-Clark Corp.

212,500

15,021,625

Pactiv Corp. (a)

66,700

825,413

Weyerhaeuser Co.

185,800

9,429,350

36,694,094

TOTAL BASIC INDUSTRIES

145,642,093

CONSTRUCTION & REAL ESTATE - 1.1%

Construction - 0.3%

Centex Corp.

56,900

2,137,306

Jacobs Engineering Group, Inc. (a)

278,030

12,841,511

Kaufman & Broad Home Corp.

149,800

5,046,388

Lennar Corp.

218,800

7,931,500

27,956,705

Real Estate - 0.0%

ResortQuest International, Inc. (a)

192,100

1,176,613

Real Estate Investment Trusts - 0.8%

AMB Property Corp.

207,400

5,353,513

Apartment Investment & Management Co. Class A

181,900

9,083,631

Archstone Communities Trust

74,500

1,918,375

Arden Realty Group, Inc.

31,600

793,950

Avalonbay Communities, Inc.

39,100

1,959,888

Equity Office Properties Trust

893,200

29,140,650

Shares

Value (Note 1)

Equity Residential Properties Trust (SBI)

400,700

$ 22,163,719

Glenborough Realty Trust, Inc.

213,600

3,711,300

74,125,026

TOTAL CONSTRUCTION & REAL ESTATE

103,258,344

DURABLES - 2.6%

Autos, Tires, & Accessories - 1.5%

Danaher Corp.

955,722

65,347,492

Midas, Inc.

246,400

2,941,400

SPX Corp. (a)

737,131

79,748,360

148,037,252

Consumer Durables - 0.6%

Blyth, Inc.

69,000

1,664,625

Minnesota Mining & Manufacturing Co.

436,100

52,550,050

54,214,675

Consumer Electronics - 0.2%

Harman International Industries, Inc.

669,200

24,425,800

Home Furnishings - 0.0%

The Bombay Company, Inc. (a)

159,800

309,613

Textiles & Apparel - 0.3%

Coach, Inc.

45,700

1,313,875

Delta Apparel, Inc.

8,870

119,191

Delta Woodside Industries

88,700

105,331

Duck Head Apparel Co., Inc. (a)

8,870

12,751

Jones Apparel Group, Inc. (a)

248,100

7,985,719

Mohawk Industries, Inc. (a)

148,620

4,068,473

Reebok International Ltd. (a)

407,500

11,141,050

24,746,390

TOTAL DURABLES

251,733,730

ENERGY - 7.1%

Energy Services - 0.3%

Baker Hughes, Inc.

109,800

4,563,563

Global Marine, Inc. (a)

13,700

388,738

Hanover Compressor Co. (a)

156,800

6,987,400

Noble Drilling Corp. (a)

62,600

2,719,188

Schlumberger Ltd. (NY Shares)

229,700

18,361,644

Smith International, Inc. (a)

4,300

320,619

33,341,152

Oil & Gas - 6.8%

Alberta Energy Co. Ltd.

2,040,590

97,728,363

BP Amoco PLC sponsored ADR

2,826,432

135,315,432

Burlington Resources, Inc.

769,090

38,839,045

Canadian Natural Resources Ltd. (a)

511,370

14,155,453

Conoco, Inc. Class B

411,700

11,913,569

EOG Resources, Inc.

140,540

7,685,781

Exxon Mobil Corp.

2,879,171

250,307,896

Nexen, Inc.

373,120

9,208,538

Noble Affiliates, Inc.

356,600

16,403,600

Royal Dutch Petroleum Co. (NY Shares)

288,000

17,442,000

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Suncor Energy, Inc.

1,519,940

$ 38,829,844

Tosco Corp.

385,600

13,086,300

TotalFinaElf SA sponsored ADR

148,023

10,759,422

Westport Resources Corp. (a)

306,700

6,728,231

668,403,474

TOTAL ENERGY

701,744,626

FINANCE - 24.3%

Banks - 4.6%

Australia & New Zealand Banking Group Ltd.

973,561

7,820,992

Bank of New York Co., Inc.

363,000

20,033,063

Bank One Corp.

3,040,600

111,361,975

Capital One Financial Corp.

523,800

34,472,588

Commerce Bancorp, Inc.

223,100

15,254,463

Compass Bancshares, Inc.

54,600

1,303,575

Fifth Third Bancorp

655,580

39,170,905

Firstar Corp.

1,454,600

33,819,450

M&T Bank Corp.

596,700

40,575,600

Mellon Financial Corp.

392,380

19,300,191

Mercantile Bankshares Corp.

29,200

1,261,075

North Fork Bancorp, Inc.

83,300

2,046,056

Northern Trust Corp.

132,100

10,774,406

Royal Bank of Scotland Group PLC

1,324,573

31,281,243

SouthTrust Corp.

247,100

10,053,881

Synovus Finanical Corp.

71,200

1,917,950

U.S. Bancorp

471,200

13,753,150

Wells Fargo & Co.

1,089,700

60,682,669

Zions Bancorp

15,900

992,756

455,875,988

Credit & Other Finance - 3.6%

American Express Co.

1,515,200

83,241,300

Citigroup, Inc.

2,951,515

150,711,735

Concord EFS, Inc. (a)

299,000

13,137,313

Household International, Inc.

1,520,300

83,616,500

Indymac Bancorp, Inc.

19,600

578,200

MBNA Corp.

717,700

26,510,044

357,795,092

Federal Sponsored Credit - 2.4%

Fannie Mae

1,932,100

167,609,675

Freddie Mac

511,500

35,229,563

USA Education, Inc.

422,800

28,750,400

231,589,638

Insurance - 11.6%

ACE Ltd.

253,200

10,745,175

Aetna, Inc. (a)

307,500

12,626,719

AFLAC, Inc.

348,400

25,150,125

Allstate Corp.

1,191,400

51,900,363

AMBAC Financial Group, Inc.

208,300

12,146,494

Shares

Value (Note 1)

American International Group, Inc.

2,115,384

$ 208,497,536

Berkshire Hathaway, Inc. Class A (a)

2,455

174,305,000

Canada Life Financial Corp.

293,400

8,190,228

CIGNA Corp.

468,670

62,005,041

Conseco, Inc.

391,400

5,161,588

Everest Re Group Ltd.

386,880

27,710,280

Hartford Financial Services Group, Inc.

512,300

36,181,188

Jefferson-Pilot Corp.

293,100

21,909,225

John Hancock Financial Services, Inc.

611,300

23,000,163

Manulife Financial Corp.

672,400

21,057,351

Marsh & McLennan Companies, Inc.

220,775

25,830,675

MBIA, Inc.

72,900

5,403,713

MetLife, Inc.

3,458,700

121,054,500

MGIC Investment Corp.

60,700

4,093,456

Old Republic International Corp.

281,100

8,995,200

PartnerRe Ltd.

182,900

11,156,900

Progressive Corp.

81,700

8,466,163

RenaissanceRe Holdings Ltd.

187,030

14,646,787

SAFECO Corp.

40,900

1,344,588

Sun Life Financial Services Canada, Inc.

1,138,900

30,386,873

The Chubb Corp.

805,114

69,642,361

The St. Paul Companies, Inc.

1,283,700

69,720,956

Torchmark Corp.

45,200

1,737,375

XL Capital Ltd. Class A

722,000

63,084,750

Zenith National Insurance Corp.

127,700

3,751,188

1,139,901,961

Savings & Loans - 0.8%

Astoria Financial Corp.

127,300

6,913,981

Golden West Financial Corp.

953,300

64,347,750

TCF Financial Corp.

39,900

1,778,044

Washington Mutual, Inc.

87,700

4,653,581

77,693,356

Securities Industry - 1.3%

Daiwa Securities Group, Inc.

4,615,000

48,139,331

Franco Nevada Mining Corp. Ltd.

1,888,564

21,541,118

Nikko Securities Co. Ltd.

3,637,000

28,143,264

Nomura Securities Co. Ltd.

1,913,000

34,372,783

132,196,496

TOTAL FINANCE

2,395,052,531

HEALTH - 11.6%

Drugs & Pharmaceuticals - 7.2%

Adolor Corp.

19,300

424,600

Allergan, Inc.

180,800

17,503,700

ALZA Corp. (a)

172,900

7,348,250

AstraZeneca PLC sponsored ADR

960,000

49,440,000

Elan Corp. PLC sponsored ADR (a)

1,406,200

65,827,738

Eli Lilly & Co.

599,782

55,817,212

Forest Laboratories, Inc. (a)

65,400

8,690,025

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Drugs & Pharmaceuticals - continued

Glaxo Wellcome PLC sponsored ADR

109,930

$ 6,156,080

Immunex Corp. (a)

1,129,170

45,872,531

Merck & Co., Inc.

582,400

54,527,200

Novartis AG sponsored ADR

238,700

10,681,825

OSI Pharmaceuticals, Inc. (a)

77,500

6,209,688

Pfizer, Inc.

4,581,675

210,757,050

Schering-Plough Corp.

2,556,300

145,070,025

Serono SA sponsored ADR (a)

818,700

19,597,631

Sigma-Aldrich Corp.

9,700

381,331

Titan Pharmaceuticals, Inc. (a)

3,000

106,110

704,410,996

Medical Equipment & Supplies - 2.2%

AmeriSource Health Corp. Class A (a)

218,700

11,044,350

Apogent Technologies, Inc.

52,800

1,082,400

Becton, Dickinson & Co.

175,600

6,080,150

Biomet, Inc.

199,000

7,897,813

Cardinal Health, Inc.

252,100

25,115,463

Disetronic Holding AG

5,155

4,620,092

Guidant Corp. (a)

53,000

2,858,688

Johnson & Johnson

30,500

3,204,406

McKesson HBOC, Inc.

346,600

12,439,474

Medtronic, Inc.

1,301,800

78,596,175

MiniMed, Inc. (a)

331,600

13,937,562

Patterson Dental Co. (a)

1,069,200

36,219,150

Stryker Corp.

20,100

1,016,859

Sybron Dental Specialties, Inc. (a)

133,633

2,255,057

Varian Medical Systems, Inc. (a)

164,300

11,162,131

217,529,770

Medical Facilities Management - 2.2%

Community Health Systems, Inc. (a)

436,600

15,281,000

HCA - The Healthcare Co.

848,916

37,360,793

Health Management Associates, Inc. Class A (a)

1,375,500

28,541,625

HEALTHSOUTH Corp. (a)

1,221,400

19,924,088

Manor Care, Inc. (a)

173,600

3,580,500

Oxford Health Plans, Inc. (a)

476,700

18,829,650

Specialty Laboratories, Inc. (a)

3,900

129,188

Tenet Healthcare Corp.

576,500

25,618,219

UnitedHealth Group, Inc.

783,800

48,105,725

Wellpoint Health Networks, Inc. (a)

178,320

20,551,380

217,922,168

TOTAL HEALTH

1,139,862,934

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 0.6%

Electrical Equipment - 0.1%

Allen Telecom, Inc. (a)

89,600

$ 1,607,200

Emerson Electric Co.

141,500

11,151,969

12,759,169

Industrial Machinery & Equipment - 0.4%

Exide Corp.

100

763

Graco, Inc.

3,100

128,263

Mettler-Toledo International, Inc. (a)

164,500

8,944,688

Tyco International Ltd.

497,400

27,605,700

36,679,414

Pollution Control - 0.1%

Waste Management, Inc.

433,500

12,029,625

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

61,468,208

MEDIA & LEISURE - 6.3%

Broadcasting - 0.3%

E.W. Scripps Co. Class A

25,800

1,622,175

Infinity Broadcasting Corp. Class A (a)

973,360

27,193,245

28,815,420

Entertainment - 2.2%

Bally Total Fitness Holding Corp. (a)

13,000

440,375

MGM Mirage, Inc.

789,100

22,242,756

Park Place Entertainment Corp. (a)

1,165,300

13,910,769

Six Flags, Inc. (a)

397,500

6,832,031

Viacom, Inc.:

Class A (a)

189,150

8,890,050

Class B (non-vtg.) (a)

3,466,781

162,072,012

Walt Disney Co.

127,610

3,692,714

218,080,707

Leisure Durables & Toys - 0.4%

Brunswick Corp.

298,200

4,901,663

Callaway Golf Co.

279,100

5,198,238

Harley-Davidson, Inc.

316,300

12,572,925

Mattel, Inc.

764,100

11,033,604

33,706,430

Lodging & Gaming - 0.2%

International Game Technology (a)

80,900

3,883,200

Marriott International, Inc. Class A

9,700

409,825

Starwood Hotels & Resorts Worldwide, Inc. unit

553,400

19,507,350

23,800,375

Publishing - 0.5%

McGraw-Hill Companies, Inc.

110,600

6,483,925

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

787,040

30,792,940

Scholastic Corp. (a)

167,700

14,862,413

52,139,278

Restaurants - 2.7%

Brinker International, Inc. (a)

194,000

8,196,500

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Restaurants - continued

CBRL Group, Inc.

315,100

$ 5,730,881

CEC Entertainment, Inc. (a)

159,900

5,456,588

Cheesecake Factory, Inc. (a)

57,100

2,191,213

Darden Restaurants, Inc.

108,800

2,488,800

McDonald's Corp.

6,256,900

212,734,600

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

183,800

5,778,213

PJ America, Inc. (a)(c)

581,700

3,235,706

Ryan's Family Steak Houses, Inc. (a)

188,500

1,778,969

Starbucks Corp. (a)

111,500

4,933,875

Wendy's International, Inc.

289,000

7,586,250

260,111,595

TOTAL MEDIA & LEISURE

616,653,805

NONDURABLES - 7.3%

Beverages - 1.2%

Anheuser-Busch Companies, Inc.

791,100

35,995,050

Diageo PLC

2,075,123

23,233,077

Pepsi Bottling Group, Inc.

341,000

13,618,688

The Coca-Cola Co.

780,910

47,586,703

120,433,518

Foods - 2.5%

Earthgrains Co.

725,600

13,423,600

Keebler Foods Co.

68,500

2,838,469

Nestle SA (Reg.)

14,411

33,786,256

Numico NV

375,938

18,980,553

PepsiCo, Inc.

1,611,100

79,850,144

Quaker Oats Co.

585,800

57,042,275

Sysco Corp.

723,200

21,696,000

Wm. Wrigley Jr. Co.

207,200

19,852,350

247,469,647

Household Products - 3.6%

Avon Products, Inc.

1,922,140

92,022,453

Colgate-Palmolive Co.

2,052,300

132,475,965

Estee Lauder Companies, Inc. Class A

231,100

10,125,069

Gillette Co.

1,018,600

36,796,925

Procter & Gamble Co.

963,400

75,566,688

346,987,100

TOTAL NONDURABLES

714,890,265

PRECIOUS METALS - 0.0%

Stillwater Mining Co. (a)

60,270

2,371,625

RETAIL & WHOLESALE - 5.0%

Apparel Stores - 1.2%

Charming Shoppes, Inc. (a)

1,965,800

11,794,800

Footstar, Inc. (a)

196,600

9,731,700

Gap, Inc.

523,700

13,354,350

Gymboree Corp. (a)

379,500

5,265,563

Shares

Value (Note 1)

Talbots, Inc.

831,800

$ 37,950,875

The Limited, Inc.

476,300

8,126,869

TJX Companies, Inc.

1,259,600

34,953,900

121,178,057

Drug Stores - 2.3%

CVS Corp.

2,630,402

157,659,720

Walgreen Co.

1,661,900

69,488,194

227,147,914

General Merchandise Stores - 0.4%

Dollar Tree Stores, Inc. (a)

41,650

1,020,425

Kohls Corp. (a)

552,800

33,720,800

Stein Mart, Inc. (a)

613,900

7,136,588

41,877,813

Grocery Stores - 0.4%

Fleming Companies, Inc.

188,711

2,229,149

Iceland Group PLC

1,701,940

8,176,847

Krispy Kreme Doughnuts, Inc.

16,200

1,344,600

Loblaw Companies Ltd.

125,740

4,235,506

Safeway PLC

1,682,914

7,511,640

Tesco PLC

2,888,600

11,761,258

35,259,000

Retail & Wholesale, Miscellaneous - 0.7%

Bed Bath & Beyond, Inc. (a)

1,799,000

40,252,625

Home Depot, Inc.

500,840

22,882,128

63,134,753

TOTAL RETAIL & WHOLESALE

488,597,537

SERVICES - 0.6%

Advertising - 0.0%

Getty Images, Inc. (a)

14,200

454,400

Educational Services - 0.1%

Career Education Corp. (a)

9,800

383,425

Corinthian Colleges, Inc. (a)

94,200

3,573,713

Devry, Inc. (a)

123,400

4,658,350

University of Phoenix Online Class A (a)

45,600

2,242,950

10,858,438

Leasing & Rental - 0.1%

GATX Corp.

196,100

9,780,488

Services - 0.4%

Administaff, Inc. (a)

38,100

1,036,320

Carlisle Holdings Ltd. (non-vtg.) (a)

205,500

1,438,500

DigitalThink, Inc.

25,900

441,919

Dun & Bradstreet Corp. (a)

34,800

900,450

Ecolab, Inc.

242,200

10,460,013

Moody's Corp.

7,100

182,381

National Processing, Inc. (a)

47,500

807,500

Professional Detailing, Inc. (a)

9,500

1,004,773

Common Stocks - continued

Shares

Value (Note 1)

SERVICES - continued

Services - continued

Robert Half International, Inc. (a)

838,100

$ 22,209,650

Watson Wyatt & Co. Holdings

4,900

115,150

38,596,656

TOTAL SERVICES

59,689,982

TECHNOLOGY - 12.8%

Communications Equipment - 3.1%

American Tower Corp. Class A (a)

2,725,750

103,237,781

CIENA Corp. (a)

521,500

42,371,875

Cisco Systems, Inc. (a)

3,970,828

151,884,171

Comverse Technology, Inc. (a)

19,500

2,118,188

Nokia AB sponsored ADR

68,100

2,962,350

Plantronics, Inc. (a)

142,600

6,702,200

309,276,565

Computer Services & Software - 5.8%

Acxiom Corp. (a)

163,700

6,374,069

Adobe Systems, Inc.

1,991,300

115,868,769

Aether Systems, Inc. (a)

20,600

805,975

Affiliated Computer Services, Inc.
Class A (a)

196,800

11,943,300

Ariba, Inc. (a)

373,800

20,045,025

Automatic Data Processing, Inc.

1,730,500

109,562,281

BEA Systems, Inc. (a)

706,394

47,549,146

Check Point Software
Technologies Ltd. (a)

38,900

5,195,581

Documentum, Inc. (a)

107,500

5,341,406

First Data Corp.

493,800

26,017,088

i2 Technologies, Inc. (a)

46,100

2,506,688

IMS Health, Inc.

310,000

8,370,000

Informatica Corp. (a)

157,200

6,219,225

J.D. Edwards & Co. (a)

162,350

2,891,859

Keane, Inc. (a)

21,300

207,675

Manugistics Group, Inc. (a)

921,100

52,502,700

Mentor Graphics Corp. (a)

160,800

4,411,950

National Data Corp.

7,800

285,675

Netegrity, Inc. (a)

321,900

17,503,313

NetIQ Corp. (a)

233,200

20,375,850

Oracle Corp. (a)

139,810

4,063,228

Peregrine Systems, Inc. (a)

50,000

987,500

Polycom, Inc. (a)

186,900

6,015,844

Rational Software Corp. (a)

996,300

38,793,431

Siebel Systems, Inc. (a)

83,900

5,673,738

SmartForce PLC sponsored ADR (a)

29,400

1,104,338

Sonus Networks, Inc.

200,497

5,062,549

SunGard Data Systems, Inc. (a)

349,200

16,456,050

The BISYS Group, Inc. (a)

241,800

12,603,825

Shares

Value (Note 1)

VeriSign, Inc. (a)

80

$ 5,935

VERITAS Software Corp. (a)

145,262

12,710,425

567,454,438

Computers & Office Equipment - 2.8%

Brocade Communications
Systems, Inc. (a)

1,325,300

121,679,106

Computer Network Technology Corp. (a)

137,200

3,953,075

Diebold, Inc.

140,200

4,679,175

EMC Corp. (a)

48,300

3,211,950

Juniper Networks, Inc. (a)

366,000

46,138,875

Network Appliance, Inc. (a)

4,900

314,519

Sun Microsystems, Inc. (a)

2,470,400

68,862,400

Symbol Technologies, Inc.

824,760

29,691,360

278,530,460

Electronic Instruments - 0.9%

Agilent Technologies, Inc. (a)

75,020

4,107,345

Ixia (a)

12,700

290,513

Novellus Systems, Inc. (a)

136,800

4,916,250

Teradyne, Inc. (a)

103,100

3,840,475

Thermo Electron Corp. (a)

1,192,932

35,489,727

TriPath Imaging, Inc. (a)

9,700

84,875

Waters Corp. (a)

498,000

41,583,000

90,312,185

Electronics - 0.2%

Cirrus Logic, Inc. (a)

473,800

8,883,750

Elantec Semiconductor, Inc. (a)

56,400

1,565,100

Integrated Device Technology, Inc. (a)

14,200

470,375

Intersil Holding Corp. Class A

150,900

3,461,269

Solectron Corp. (a)

28,900

979,710

15,360,204

TOTAL TECHNOLOGY

1,260,933,852

TRANSPORTATION - 2.2%

Air Transportation - 1.0%

Continental Airlines, Inc. Class B (a)

331,700

17,124,013

Ryanair Holdings PLC sponsored ADR (a)

521,110

29,019,313

Southwest Airlines Co.

1,715,587

57,523,632

103,666,958

Railroads - 0.2%

Canadian National Railway Co.

93,500

2,765,959

Canadian Pacific Ltd.

256,500

7,314,151

CSX Corp.

16,200

420,188

Union Pacific Corp.

118,400

6,008,800

16,509,098

Trucking & Freight - 1.0%

C.H. Robinson Worldwide, Inc.

910,100

28,611,269

Exel PLC

1,855,280

26,310,839

Expeditors International of
Washington, Inc.

431,650

23,174,209

Common Stocks - continued

Shares

Value (Note 1)

TRANSPORTATION - continued

Trucking & Freight - continued

M.S. Carriers, Inc. (a)

3,800

$ 124,450

Swift Transportation Co., Inc. (a)

1,010,400

20,018,550

98,239,317

TOTAL TRANSPORTATION

218,415,373

UTILITIES - 2.8%

Cellular - 0.3%

AT&T Corp. - Wireless Group

746,700

12,927,244

Nextel Communications, Inc. Class A (a)

102,200

2,529,450

NTT DoCoMo, Inc.

933

16,070,736

Sonera Corp.

238,900

4,343,115

35,870,545

Electric Utility - 2.0%

AES Corp. (a)

430,560

23,842,260

Ameren Corp.

39,000

1,806,188

American Electric Power Co., Inc.

453,120

21,070,080

Cinergy Corp.

54,500

1,914,313

Dominion Resources, Inc.

500

33,500

Duke Energy Corp.

295,500

25,191,375

Entergy Corp.

140,270

5,935,174

Exelon Corp.

486,700

34,171,207

FPL Group, Inc.

303,200

21,754,600

GPU, Inc.

140,300

5,164,794

National Grid Group PLC

1,159,900

10,536,170

NiSource, Inc.

147,300

4,529,475

Progress Energy, Inc.

143,600

7,063,325

Public Service Enterprise Group, Inc.

34,200

1,662,975

Southern Co.

784,590

26,087,618

Utilicorp United, Inc.

171,200

5,307,200

Wisconsin Energy Corp.

13,200

297,825

196,368,079

Gas - 0.3%

Dynegy, Inc. Class A

294,442

16,507,155

Enron Corp.

89,200

7,414,750

Sempra Energy

60,500

1,406,625

Westcoast Energy, Inc.

32,300

779,923

26,108,453

Telephone Services - 0.2%

BellSouth Corp.

212,700

8,707,406

KPNQwest NV (a)

288,000

5,454,000

Qwest Communications
International, Inc. (a)

189,439

7,766,999

21,928,405

TOTAL UTILITIES

280,275,482

TOTAL COMMON STOCKS

(Cost $7,095,091,997)

8,581,230,804

Convertible Bonds - 0.0%

Moody's Ratings (unaudited)

Principal Amount (f)

Value
(Note 1)

FINANCE - 0.0%

Banks - 0.0%

Royal Bank of Scotland Group PLC euro 0% 12/1/03 (Reg. S) (d)
(Cost $798,761)

-

GBP

704,573

$ 872,983

U.S. Treasury Obligations - 2.6%

U.S. Treasury Bills, yield
at date of purchase
5.97% to 6.2% 1/11/01
to 3/1/01 (e)

-

5,200,000

5,174,202

U.S. Treasury Bonds:

5.5% 8/15/28

Aaa

22,500,000

22,310,100

6.125% 11/15/27

Aaa

63,000,000

67,735,080

6.375% 8/15/27

Aaa

66,000,000

73,095,000

6.5% 11/15/26

Aaa

20,000,000

22,462,400

6.75% 8/15/26

Aaa

9,900,000

11,456,181

6.875% 8/15/25

Aaa

36,500,000

42,699,160

7.625% 2/15/25

Aaa

9,500,000

12,042,770

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $239,068,582)

256,974,893

Cash Equivalents - 10.4%

Shares

Fidelity Cash Central Fund, 6.53% (b)

962,133,447

962,133,447

Fidelity Securities Lending Cash Central Fund, 6.61% (b)

60,116,350

60,116,350

TOTAL CASH EQUIVALENTS

(Cost $1,022,249,797)

1,022,249,797

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $8,357,209,137)

9,861,328,477

NET OTHER ASSETS - (0.2)%

(17,223,328)

NET ASSETS - 100%

$ 9,844,105,149

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

177 S&P 500 Stock Index Contracts

March 2001

$ 59,073,750

$ (458,688)

The face value of futures purchased as a percentage of net assets - 0.6%

Currency Abbreviations

GBP

-

British pound

Legend

(a) Non-income producing

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

(c) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Forsoft Ltd.

$ -

$ 14,233,121

$ -

$ -

PJ America, Inc.

-

-

-

3,235,706

TOTALS

$ -

$ 14,233,121

$ -

$ 3,235,706

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of
the securities pledged amounted to $2,977,123.

(f) Principal amounts are stated in United States dollars unless otherwise noted.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $16,356,927,770 and $16,251,368,358, respectively, of which long-term U.S. government and government obligations aggregated $0 and $5,867,969, respectively.

The market value of futures contracts opened and closed during the period amounted to $1,066,432,211 and $1,022,745,140, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $776,911 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $57,623,819. The fund received cash collateral of $60,116,350 which was invested in cash equivalents.

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

United States of America

89.1%

United Kingdom

3.2

Canada

3.0

Japan

1.3

Ireland

1.0

Others (individually less than 1%)

2.4

100.0%

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $8,451,680,345. Net unrealized appreciation aggregated $1,409,648,132, of which $1,737,634,466 related to appreciated investment securities and $327,986,334 related to depreciated investment securities.

The fund hereby designates approximately $893,502,000 as a capital gain dividend for the purpose of the dividend paid deduction.

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

Contrafund Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $8,357,209,137) -
See accompanying schedule

$ 9,861,328,477

Cash

1,570,305

Foreign currency held at value
(cost $466,283)

481,634

Receivable for investments sold

70,818,949

Receivable for fund shares sold

4,091,178

Dividends receivable

4,554,019

Interest receivable

9,965,096

Other receivables

957,321

Total assets

9,953,766,979

Liabilities

Payable for investments purchased

$ 35,043,513

Payable for fund shares redeemed

9,148,016

Accrued management fee

4,655,164

Distribution fees payable

116,793

Payable for daily variation on
futures contracts

702,159

Other payables and
accrued expenses

349,514

Collateral on securities loaned,
at value

60,116,350

Total liabilities

110,131,509

Net Assets

$ 9,843,635,470

Net Assets consist of:

Paid in capital

$ 8,146,007,632

Undistributed net investment income

67,012,238

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

126,987,941

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

1,503,627,659

Net Assets

$ 9,843,635,470

Initial Class:
Net Asset Value, offering price
and redemption price per share ($8,516,463,560
÷ 358,659,377 shares)

$23.75

Service Class:
Net Asset Value, offering price
and redemption price per share ($1,245,221,785
÷
52,598,283 shares)

$23.67

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($81,950,125
÷
3,466,103 shares)

$23.64

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 57,763,028

Interest

73,495,950

Security lending

2,129,917

Total income

133,388,895

Expenses

Management fee

$ 57,891,721

Transfer agent fees

6,603,056

Distribution fees

1,153,036

Accounting and security lending fees

898,738

Non-interested trustees' compensation

33,997

Custodian fees and expenses

549,586

Registration fees

43,475

Audit

57,874

Legal

78,894

Miscellaneous

297,080

Total expenses before reductions

67,607,457

Expense reductions

(2,536,189)

65,071,268

Net investment income

68,317,627

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities
(including realized gain (loss)
of ($6,736,275) on sales of investments in affiliated issuers)

209,183,963

Foreign currency transactions

(152,560)

Futures contracts

(4,181,856)

204,849,547

Change in net unrealized appreciation (depreciation) on:

Investment securities

(961,770,464)

Assets and liabilities in
foreign currencies

(31,647)

Futures contracts

(468,165)

(962,270,276)

Net gain (loss)

(757,420,729)

Net increase (decrease) in net assets resulting from operations

$ (689,103,102)

Other Information

Expense reductions
Directed brokerage arrangements

$ 2,524,248

Custodian credits

11,941

$ 2,536,189

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

Annual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 68,317,627

$ 37,064,074

Net realized gain (loss)

204,849,547

1,238,554,251

Change in net unrealized appreciation (depreciation)

(962,270,276)

533,893,873

Net increase (decrease) in net assets resulting from operations

(689,103,102)

1,809,512,198

Distributions to shareholders
From net investment income

(35,814,293)

(32,779,255)

From net realized gain

(1,235,476,968)

(240,381,202)

Total distributions

(1,271,291,261)

(273,160,457)

Share transactions - net increase (decrease)

2,023,685,153

1,702,847,259

Total increase (decrease) in net assets

63,290,790

3,239,199,000

Net Assets

Beginning of period

9,780,344,680

6,541,145,680

End of period (including undistributed net investment income of $67,012,238 and $34,775,260, respectively)

$ 9,843,635,470

$ 9,780,344,680

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

53,448,851

$ 1,355,965,735

75,689,715

$ 1,921,467,155

Reinvested

45,653,334

1,161,877,344

11,119,147

266,192,366

Redeemed

(49,325,329)

(1,240,820,402)

(39,357,256)

(1,004,869,657)

Net increase (decrease)

49,776,856

$ 1,277,022,677

47,451,606

$ 1,182,789,864

Service Class
Sold

24,126,050

$ 612,579,539

20,768,738

$ 530,250,534

Reinvested

4,305,875

109,369,237

291,308

6,968,091

Redeemed

(2,471,479)

(61,156,455)

(669,866)

(17,161,230)

Net increase (decrease)

25,960,446

$ 660,792,321

20,390,180

$ 520,057,395

Service Class 2 A
Sold

3,591,561

$ 88,871,209

Reinvested

1,759

44,679

Redeemed

(127,217)

(3,045,733)

Net increase (decrease)

3,466,103

$ 85,870,155

Distributions
From net investment income
Initial Class

$ 32,731,929

$ 31,943,084

Service Class

3,081,105

836,171

Service Class 2 A

1,259

-

Total

$ 35,814,293

$ 32,779,255

From net realized gain
Initial Class

$ 1,129,145,416

$ 234,249,282

Service Class

106,288,132

6,131,920

Service Class 2 A

43,420

-

Total

$ 1,235,476,968

$ 240,381,202

$ 1,271,291,261

$ 273,160,457

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

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

Contrafund Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 29.15

$ 24.44

$ 19.94

$ 16.56

$ 13.79

Income from Investment Operations

Net investment income

.17 D

.12 D

.13 D

.16 D

.14

Net realized and unrealized gain (loss)

(1.84)

5.59

5.54

3.73

2.76

Total from investment operations

(1.67)

5.71

5.67

3.89

2.90

Less Distributions

From net investment income

(.11) G

(.12)

(.14)

(.14)

-

From net realized gain

(3.62) G

(.88)

(1.03)

(.37)

(.13)

Total distributions

(3.73)

(1.00)

(1.17)

(.51)

(.13)

Net asset value, end of period

$ 23.75

$ 29.15

$ 24.44

$ 19.94

$ 16.56

Total Return B, C

(6.58)%

24.25%

29.98%

24.14%

21.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 8,516,464

$ 9,005,129

$ 6,388,592

$ 4,107,868

$ 2,394,103

Ratio of expenses to average net assets

.66%

.67%

.70%

.71%

.74%

Ratio of expenses to average net assets after expense reductions

.63% F

.65% F

.66% F

.68% F

.71% F

Ratio of net investment income to average net assets

.69%

.48%

.62%

.90%

1.33%

Portfolio turnover rate

177%

172%

201%

142%

178%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 29.10

$ 24.42

$ 19.93

$ 19.99

Income from Investment Operations

Net investment income D

.15

.10

.11

.03

Net realized and unrealized gain (loss)

(1.85)

5.58

5.55

(.09)

Total from investment operations

(1.70)

5.68

5.66

(.06)

Less Distributions

From net investment income

(.11) G

(.12)

(.14)

-

From net realized gain

(3.62) G

(.88)

(1.03)

-

Total distributions

(3.73)

(1.00)

(1.17)

-

Net asset value, end of period

$ 23.67

$ 29.10

$ 24.42

$ 19.93

Total Return B, C

(6.71)%

24.15%

29.94%

(0.30)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,245,222

$ 775,216

$ 152,553

$ 3,722

Ratio of expenses to average net assets

.76%

.78%

.80%

.81% A

Ratio of expenses to average net assets after expense reductions

.74% F

.75% F

.75% F

.78% A, F

Ratio of net investment income to average net assets

.59%

.37%

.53%

1.14% A

Portfolio turnover rate

177%

172%

201%

142%

A Annualized

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

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 28.20

Income from Investment Operations

Net investment income D

.10

Net realized and unrealized gain (loss)

(.93)

Total from investment operations

(.83)

Less Distributions

From net investment income

(.11) G

From net realized gain

(3.62) G

Total distributions

(3.73)

Net asset value, end of period

$ 23.64

Total Return B, C

(3.86)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 81,950

Ratio of expenses to average net assets

.92% A

Ratio of expenses to average net assets after expense reductions

.90% A, F

Ratio of net investment income to average net assets

.43% A

Portfolio turnover rate

177%

A Annualized

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

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

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

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

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

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

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

Contrafund Portfolio

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. Average annual total returns for Initial Class share will appear once the fund is a year old. In addition, the growth of a hypothetical $10,000 investment in the fund will appear in the fund's next report six months from now.


Understanding Performance

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

3

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

RJ Reynolds Tobacco Holdings, Inc.

8.4

Nokia AB sponsored ADR

6.4

Philip Morris Companies, Inc.

5.0

Juniper Networks, Inc.

5.0

Redback Networks, Inc.

3.6

28.4

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Technology

42.9

Health

17.9

Nondurables

17.0

Finance

8.6

Industrial Machinery & Equipment

4.2

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks

99.9%

Short-Term
Investments and
Net Other Assets

0.1%



* Foreign investments

8.7%

Annual Report

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Fergus Shiel, Portfolio Manager of Dynamic Capital Appreciation Portfolio

Q. How did the fund perform, Fergus?

A. From its inception on September 25, 2000, through December 31, 2000, the fund's return fell short of its benchmark, the Standard & Poor's 500 Index, which returned -7.98% during the same time frame.

Q. What factors caused the fund to underperform its index during the brief period?

A. Overweighting the technology sector, which suffered a sharp decline in prices during the fourth quarter of 2000, was the biggest factor affecting the fund's relative performance. Technology stocks were hurt by continued slowing in the domestic economy, a series of reports suggesting weaker corporate earnings growth, unforeseen oversupply in several industries such as semiconductors, and uncertainty surrounding the U.S. presidential election. However, my stock selection within the tech sector was relatively favorable. Not owning several underperforming first-tier technology names included in the index, such as Cisco Systems, Sun Microsystems and Microsoft, benefited the fund. But the gains made by those positive decisions were offset to some degree by my emphasis on emerging networking, data storage and wireless equipment manufacturers, such as Brocade Communications, Juniper Networks and BEA Systems, which held back performance as their stocks fell despite their fast growth rates. All told, stock selection in technology was roughly on par with the benchmark, but overweighting the sector dragged down the fund's return. Overall performance also was hurt by unfavorable stock selection relative to the index in the media and leisure, industrial equipment and health sectors.

Q. What strategies worked out well for the fund?

A. The fund's performance got a significant boost from my decision to overweight nondurables. Our large positions in Philip Morris and RJ Reynolds enhanced returns, as both rose briskly in the period after a long period of underperformance for both stocks. I couldn't ignore the positive fundamentals of tobacco stocks given their double-digit dividend yields, stock repurchase plans, free cash flow generation, and the possibility of potentially less onerous tobacco litigation going forward with a Republican presidency. An additional boost to performance came from my decision to remain underweighted in telephone utilities, a sector that generally was hurt by depleted pricing power.

Q. What stocks performed well?

A. Shares of Quintiles Transnational, a provider of information, technology and services to the pharmaceutical industry, performed well on positive sentiment surrounding its acquisition of Pharmacia's Stockholm clinical drug development unit. Smokeless tobacco and wine manufacturer UST performed well as a result of a new strategic business plan to accelerate earnings and the favorable outlook of a Republican presidency, which was seen as a positive influence on the tobacco industry. Similarly, the stock price of tobacco dealer DIMON hit a 52-week high in late December after it acquired the owner of its facilities in Greece.

Q. What stocks disappointed?

A. Shares of Internet security provider VeriSign, which benefits from the registration of existing domain names ending in .com, .org and .net, suffered from a decision by the Internet Corporation for Assigned Names and Numbers to add seven more domain names in 2001 - a move expected to increase competition for the company. I sold our entire position in the stock during the period. Elsewhere, global satellite television provider EchoStar, a significant competitor to cable TV, suffered from general weakness in the emerging telecommunications/media industry.

Q. Can you describe your investment strategy for this fund?

A. I look for companies with improving fundamentals, strong cash flow, increasing revenues and sustainable earnings growth rates, but with reasonable valuations. Most of the stocks owned by the fund will have market capitalizations - meaning the total value of all the outstanding shares of company stock - greater than $200 million. Most stocks also will be involved in a type of business that could act as a catalyst to propel stock performance during the course of the next six to 18 months. I utilize a bottom-up investment approach that stresses research and frequent company contact.

Q. What's your outlook?

A. I expect the market volatility to continue, as various equity sectors vie for market leadership. Within this investment climate, I think it will be difficult to outperform the S&P 500 index by simply owning a majority of technology stocks. Rather, I believe it will take a balanced mix of growth stocks of companies with strong fundamentals and consistent earnings growth across a variety of sectors to outperform the benchmark.

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


Fund Facts

Goal: to provide capital appreciation

Start date: September 25, 2000

Size: as of December 31, 2000, more than
$2 million

Manager: J. Fergus Shiel, since inception; joined Fidelity in 1989

3

Annual Report

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 99.9%

Shares

Value (Note 1)

BASIC INDUSTRIES - 0.4%

Chemicals & Plastics - 0.4%

E.I. du Pont de Nemours and Co.

100

$ 4,831

PPG Industries, Inc.

100

4,631

9,462

DURABLES - 1.7%

Consumer Durables - 0.5%

Minnesota Mining & Manufacturing Co.

100

12,050

Consumer Electronics - 1.0%

Gemstar-TV Guide International, Inc. (a)

600

27,675

Textiles & Apparel - 0.2%

Coach, Inc.

200

5,750

TOTAL DURABLES

45,475

FINANCE - 8.6%

Federal Sponsored Credit - 1.5%

Fannie Mae

200

17,350

Freddie Mac

300

20,663

38,013

Insurance - 0.9%

XL Capital Ltd. Class A

260

22,718

Securities Industry - 6.2%

Charles Schwab Corp.

1,990

56,466

Merrill Lynch & Co., Inc.

820

55,914

Morgan Stanley Dean Witter & Co.

630

49,928

162,308

TOTAL FINANCE

223,039

HEALTH - 17.9%

Drugs & Pharmaceuticals - 16.5%

Bristol-Myers Squibb Co.

530

39,187

Eli Lilly & Co.

170

15,821

Human Genome Sciences, Inc. (a)

650

45,053

Immunex Corp. (a)

1,900

77,188

Medarex, Inc. (a)

730

29,748

Medimmune, Inc. (a)

925

44,111

Merck & Co., Inc.

520

48,685

Millennium Pharmaceuticals, Inc. (a)

550

34,031

Quintiles Transnational Corp. (a)

3,600

75,375

Schering-Plough Corp.

380

21,565

430,764

Medical Equipment & Supplies - 0.8%

Cardinal Health, Inc.

200

19,925

Medical Facilities Management - 0.6%

HEALTHSOUTH Corp. (a)

1,000

16,313

TOTAL HEALTH

467,002

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 4.2%

Electrical Equipment - 4.0%

General Electric Co.

1,040

$ 49,855

Scientific-Atlanta, Inc.

1,620

52,751

102,606

Pollution Control - 0.2%

Waste Management, Inc.

200

5,550

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

108,156

MEDIA & LEISURE - 3.2%

Broadcasting - 2.4%

EchoStar Communications Corp.
Class A (a)

1,990

45,273

Sirius Satellite Radio, Inc. (a)

600

17,963

63,236

Entertainment - 0.8%

Celtic PLC (a)

5,170

13,352

Mandalay Resort Group (a)

350

7,678

21,030

TOTAL MEDIA & LEISURE

84,266

NONDURABLES - 17.0%

Household Products - 0.2%

Colgate-Palmolive Co.

100

6,455

Tobacco - 16.8%

DIMON, Inc.

3,200

17,600

Philip Morris Companies, Inc.

2,970

130,680

RJ Reynolds Tobacco Holdings, Inc.

4,480

218,393

UST, Inc.

2,540

71,279

437,952

TOTAL NONDURABLES

444,407

RETAIL & WHOLESALE - 3.1%

Apparel Stores - 1.0%

AnnTaylor Stores Corp. (a)

1,000

24,938

Drug Stores - 0.4%

Walgreen Co.

250

10,453

Retail & Wholesale, Miscellaneous - 1.7%

Bed Bath & Beyond, Inc. (a)

1,500

33,563

Staples, Inc. (a)

900

10,631

44,194

TOTAL RETAIL & WHOLESALE

79,585

TECHNOLOGY - 42.9%

Communications Equipment - 10.5%

CIENA Corp. (a)

930

75,563

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Communications Equipment - continued

Corning, Inc.

600

$ 31,687

Nokia AB sponsored ADR

3,800

165,300

272,550

Computer Services & Software - 17.2%

At Home Corp. Series A (a)

4,000

22,125

BEA Systems, Inc. (a)

890

59,908

Check Point Software Technologies Ltd. (a)

350

46,747

Inktomi Corp. (a)

1,370

24,489

Keynote Systems, Inc. (a)

4,600

65,263

Openwave Systems, Inc. (a)

965

46,260

PeopleSoft, Inc. (a)

1,500

55,781

Redback Networks, Inc. (a)

2,300

94,300

VERITAS Software Corp. (a)

350

30,625

Vignette Corp. (a)

200

3,600

449,098

Computers & Office Equipment - 9.1%

Brocade Communications Systems, Inc. (a)

780

71,614

Juniper Networks, Inc. (a)

1,030

129,844

Network Appliance, Inc. (a)

570

36,587

238,045

Electronic Instruments - 3.1%

Applera Corp. - Applied Biosystems Group

100

9,406

KLA-Tencor Corp. (a)

600

20,213

Novellus Systems, Inc. (a)

600

21,563

PerkinElmer, Inc.

100

10,500

Teradyne, Inc. (a)

500

18,625

80,307

Electronics - 3.0%

RF Micro Devices, Inc. (a)

1,000

27,438

Texas Instruments, Inc.

1,080

51,165

78,603

TOTAL TECHNOLOGY

1,118,603

TRANSPORTATION - 0.1%

Air Transportation - 0.1%

Southwest Airlines Co.

100

3,353

UTILITIES - 0.8%

Telephone Services - 0.8%

Level 3 Communications, Inc. (a)

500

16,406

McLeodUSA, Inc. Class A (a)

300

4,238

20,644

TOTAL COMMON STOCKS

(Cost $2,709,622)

2,603,992

Cash Equivalents - 3.4%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 6.06%, dated 12/29/00 due 1/2/01
(Cost $88,000)

$ 88,059

$ 88,000

TOTAL INVESTMENT PORTFOLIO - 103.3%

(Cost $2,797,622)

2,691,992

NET OTHER ASSETS - (3.3)%

(85,333)

NET ASSETS - 100%

$ 2,606,659

Legend

(a) Non-income producing

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $4,224,026 and $1,339,578, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $97 for the period.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $2,850,894. Net unrealized depreciation aggregated $158,902, of which $222,064 related to appreciated investment securities and $380,966 related to depreciated investment securities.

The fund intends to elect to defer to its fiscal year ending December 31, 2001 approximately $111,000 of losses recognized during the period November 1, 2000 to December 31, 2000.

At December 31, 2000, the fund had a capital loss carryforward of approximately $8,000 all of which will expire on December 31, 2008.

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

Dynamic Capital Appreciation Portfolio

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio
Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value (including repurchase agreements of $88,000) (cost $2,797,622) - See accompanying schedule

$ 2,691,992

Cash

559

Receivable for investments sold

55,282

Receivable for fund shares sold

2,634

Dividends receivable

4,016

Receivable from investment adviser for expense reductions

16,424

Total assets

2,770,907

Liabilities

Payable for investments purchased

$ 133,594

Payable for fund shares redeemed

15

Distribution fees payable

336

Other payables and
accrued expenses

30,303

Total liabilities

164,248

Net Assets

$ 2,606,659

Net Assets consist of:

Paid in capital

$ 2,885,851

Undistributed net investment income

1,264

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

(174,826)

Net unrealized appreciation (depreciation) on investments

(105,630)

Net Assets

$ 2,606,659

Initial Class:
Net Asset Value, offering price
and redemption price per share
($255,754
÷ 30,001 shares)

$8.52

Service Class:
Net Asset Value, offering price and
redemption price per share
($802,288
÷ 94,131 shares)

$8.52

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($1,548,617
÷ 181,778 shares)

$8.52

Statement of Operations

September 25, 2000 (commencement of operations) to December 31, 2000

Investment Income

Dividends

$ 5,398

Interest

3,431

Total income

8,829

Expenses

Management fee

$ 2,628

Transfer agent fees

1,131

Distribution fees

714

Accounting fees and expenses

16,000

Non-interested trustees' compensation

1

Custodian fees and expenses

2,517

Registration fees

721

Audit

23,000

Total expenses before reductions

46,712

Expense reductions

(39,273)

7,439

Net investment income

1,390

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(174,826)

Foreign currency transactions

(124)

(174,950)

Change in net unrealized appreciation (depreciation)
on investment securities

(105,630)

Net gain (loss)

(280,580)

Net increase (decrease) in net assets resulting from operations

$ (279,190)

Other Information

Expense reductions
FMR reimbursement:

Initial Class

$ 6,371

Service Class

13,870

Service Class 2

19,015

Directed brokerage arrangements

2

Custodian credits

15

$ 39,273

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

Annual Report

Variable Insurance Products: Dynamic Capital Appreciation Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

September 25, 2000
(commencement
of operations) to
December 31,
2000

Operations
Net investment income

$ 1,390

Net realized gain (loss)

(174,950)

Change in net unrealized appreciation (depreciation)

(105,630)

Net increase (decrease) in net assets resulting from operations

(279,190)

Share transactions - net increase (decrease)

2,885,849

Total increase (decrease) in net assets

2,606,659

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $1,264)

$ 2,606,659

Other Information:

Year ended
December 31, 2000
A

Shares

Dollars

Share transactions
Initial Class
Sold

30,001

$ 300,008

Reinvested

-

-

Redeemed

-

-

Net increase (decrease)

30,001

$ 300,008

Service Class
Sold

157,395

$ 1,497,499

Reinvested

-

-

Redeemed

(63,264)

(583,157)

Net increase (decrease)

94,131

$ 914,342

Service Class 2
Sold

182,014

$ 1,673,653

Reinvested

-

-

Redeemed

(236)

(2,154)

Net increase (decrease)

181,778

$ 1,671,499

A Share transactions are for the period September 25, 2000 (commencement of operations) to December 31, 2000

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

Dynamic Capital Appreciation Portfolio

Financial Highlights - Initial Class

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.01

Net realized and unrealized gain (loss)

(1.49)

Total from investment operations

(1.48)

Net asset value, end of period

$ 8.52

Total Return B, C

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 256

Ratio of expenses to average net assets

1.50% A, F

Ratio of net investment income to average net assets

.47% A

Portfolio turnover rate

295% A

Financial Highlights - Service Class

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.01

Net realized and unrealized gain (loss)

(1.49)

Total from investment operations

(1.48)

Net asset value, end of period

$ 8.52

Total Return B, C

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 802

Ratio of expenses to average net assets

1.60% A, F

Ratio of net investment income to average net assets

.36% A

Portfolio turnover rate

295% A

A Annualized

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

C The total return would have been lower had certain expenses not been reduced during the period shown.

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

E For the period September 25, 2000 (commencement of operations) to December 31, 2000.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

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

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.00

Net realized and unrealized gain (loss)

(1.48)

Total from investment operations

(1.48)

Net asset value, end of period

$ 8.52

Total Return B, C

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,549

Ratio of expenses to average net assets

1.75% A, F

Ratio of net investment income to average net assets

.21% A

Portfolio turnover rate

295% A

A Annualized

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

C The total return would have been lower had certain expenses not been reduced during the period shown.

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

E For the period September 25, 2000 (commencement of operations) to December 31, 2000.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

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

Dynamic Capital Appreciation Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Equity-Income -
Initial Class

8.42%

13.51%

17.35%

Russell 3000® Value

8.04%

16.48%

17.29%

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

You can compare the fund's returns to the performance of the Russell 3000® Value Index - a market capitalization-weighted index of value-oriented stocks of U.S. domiciled corporations. This benchmark includes reinvested dividends and capital gains, if any.

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

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


Understanding Performance

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

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Equity-Income Portfolio - Initial Class on December 31, 1990. As the chart shows, by December 31, 2000, the value of the investment would have grown to $49,524 - a 395.24% increase on the initial investment. For comparison, look at how the Russell 3000 Value Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $49,253 - a 392.53% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Citigroup, Inc.

4.2

Fannie Mae

3.9

Exxon Mobil Corp.

3.6

General Electric Co.

2.9

SBC Communications, Inc.

2.4

17.0

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

27.8

Energy

13.1

Utilities

9.7

Health

8.0

Industrial Machinery & Equipment

7.1

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks

97.6%

Bonds

1.4%

Short-Term
Investments and
Net Other Assets

1.0%



* Foreign investments

6.9%

Annual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Steve Petersen, Portfolio Manager of Equity-Income Portfolio

Q. How did the fund perform, Steve?

A. The fund performed relatively well during a very challenging year for equities. For the 12-month period ending December 31, 2000, the fund outperformed the Russell 3000 Value Index, which returned 8.04%.

Q. What accounted for the fund's good performance relative to its benchmark?

A. The single most important factor was the performance of technology stocks. Throughout the year, the fund was underweighted in technology stocks relative to the Russell 3000 Value Index. In the early part of the year, technology stocks did well and the fund struggled. However, after the tech-heavy NASDAQ index peaked in March and began its long slide, the fund's lower concentration of technology stocks helped buffer it from the extreme volatility and negative performance of that sector. On the down side, the fund was underweighted in utility stocks, which, other than the telecommunications segment, had a great year as investors sought their relative safety.

Q. What strategy did you pursue during the year?

A. I generally followed my long-term strategy of searching for solid, attractively valued companies that deliver strong dividend yields. This strategy paid off. After several years of a market dominated by growth stocks, the economic tide turned and value stocks had their day. Many of our holdings benefited from this improving environment. The fund's sector weightings remained similar throughout the year, although I slightly increased our holdings in larger capitalization, dividend-paying technology companies later in the period. As technology stocks began to perform poorly, their valuations looked more attractive. I believed that there were some good long-term opportunities in this area, because technology has demonstrated faster earnings growth than other sectors. If I found stocks that looked cheap, I added them very selectively.

Q. Which stocks contributed to the fund's good performance?

A. The fund's financial holdings, representing the largest sector weighting in the portfolio, generally performed well. While they didn't really take off until late in the year - when the market reacted to a slowing economy and anticipated lower interest rates - these stocks still had a positive impact on the fund's return. After a tough year, Fannie Mae came back strong. A Congressional committee attempting to discontinue the U.S. government's implied guarantee of Fannie Mae's debt finally resolved the issue, leaving the government's line of credit intact. Growing expectations for lower interest rates late in the year gave Fannie Mae and many other financial stocks tremendous fourth quarter performance. Citigroup, the fund's largest holding, performed well, resulting from its subsidiary Salomon Smith Barney's strong revenues and lower anticipated interest rates. Bank of New York's stock also did well. The company's successful custody business helped its revenue growth and overall performance.

Q. What about disappointments?

A. BP Amoco projected lower-than-expected production growth over the next couple of years. Although the company's performance was good, it could not match the growth projections of its competitors, and its stock price dropped as investors sought better opportunities elsewhere. AT&T experienced lower earnings growth and, along with its competitors, was hurt by slowing business applications for telecommunications and data transmission resulting from overcapacity. I sold a portion of this stock from the portfolio. The fund's fourth-largest holding, General Electric, saw its stock price drop after years of strong performance, reflecting the market's skepticism about GE's ability to continue to grow at previous levels and its valuation, which was among the highest in industrial America.

Q. What's your outlook, Steve?

A. I'm a bit more optimistic than I've been in the recent past. Although it's becoming increasingly clear that the economy is slowing - which could hurt corporate earnings in 2001 - the good news is that as the economy weakens, the Federal Reserve Board will be more likely to cut interest rates aggressively. In addition, the new Bush Administration brings with it a push for major tax cuts as part of its overall policy package, which could help to stimulate the economy. From my perspective, these signs point to potential good news for value investing.

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


Fund Facts

Goal: seeks reasonable income while maintaining a yield that exceeds the composite dividend yield of the S&P 500®; also considers the potential for capital appreciation

Start date: October 9, 1986

Size: as of December 31, 2000, more than $10.6 billion

Manager: Stephen Petersen, since 1997; joined Fidelity in 1980

3

Annual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 95.2%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 3.9%

Aerospace & Defense - 3.3%

Boeing Co.

895,200

$ 59,083,200

Honeywell International, Inc.

1,758,825

83,214,408

Lockheed Martin Corp.

177,300

6,019,335

Rockwell International Corp.

592,100

28,198,763

Textron, Inc.

1,527,400

71,024,100

United Technologies Corp.

1,318,600

103,674,925

351,214,731

Defense Electronics - 0.2%

Raytheon Co. Class B

780,200

24,234,963

Ship Building & Repair - 0.4%

General Dynamics Corp.

505,700

39,444,600

TOTAL AEROSPACE & DEFENSE

414,894,294

BASIC INDUSTRIES - 6.2%

Chemicals & Plastics - 3.1%

Arch Chemicals, Inc.

292,600

5,193,650

Celanese AG

151,110

2,754,242

Crompton Corp.

1,090,651

11,451,836

Dow Chemical Co.

820,200

30,039,825

E.I. du Pont de Nemours and Co.

970,249

46,875,155

Engelhard Corp.

196,800

4,009,800

Great Lakes Chemical Corp.

1,060,100

39,422,469

Hercules Trust II unit

15,700

8,556,500

Hercules, Inc.

649,700

12,384,906

IMC Global, Inc.

1,626,800

25,317,075

Millennium Chemicals, Inc.

749,200

13,579,250

Newell Rubbermaid, Inc.

473,667

10,775,924

Olin Corp.

712,700

15,768,488

PolyOne Corp.

979,200

5,752,800

Praxair, Inc.

1,203,612

53,410,283

Solutia, Inc.

1,690,200

20,282,400

Union Carbide Corp.

376,200

20,244,263

325,818,866

Iron & Steel - 0.4%

Allegheny Technologies, Inc.

419,150

6,654,006

Dofasco, Inc.

749,800

10,052,681

Nucor Corp.

628,100

24,927,719

41,634,406

Metals & Mining - 1.0%

Alcoa, Inc.

2,261,316

75,754,086

Phelps Dodge Corp.

556,500

31,059,656

Ryerson Tull, Inc.

639,923

5,279,365

112,093,107

Packaging & Containers - 0.2%

Ball Corp.

432,843

19,937,831

Paper & Forest Products - 1.5%

Bowater, Inc.

798,600

45,021,075

Georgia-Pacific Group

1,188,700

36,998,288

International Paper Co.

199,200

8,129,850

Shares

Value (Note 1)

Kimberly-Clark Corp.

539,400

$ 38,130,186

Smurfit-Stone Container Corp. (a)

755,400

11,283,788

Weyerhaeuser Co.

469,900

23,847,425

163,410,612

TOTAL BASIC INDUSTRIES

662,894,822

CONSTRUCTION & REAL ESTATE - 1.5%

Building Materials - 0.5%

Fortune Brands, Inc.

805,700

24,171,000

Masco Corp.

1,265,800

32,515,238

56,686,238

Real Estate Investment Trusts - 1.0%

Alexandria Real Estate Equities, Inc.

139,900

5,202,531

Crescent Real Estate Equities Co.

810,400

18,031,400

Duke-Weeks Realty Corp.

434,622

10,702,567

Equity Office Properties Trust

524,500

17,111,813

Equity Residential Properties Trust (SBI)

649,500

35,925,469

Public Storage, Inc.

609,700

14,823,331

101,797,111

TOTAL CONSTRUCTION & REAL ESTATE

158,483,349

DURABLES - 2.1%

Autos, Tires, & Accessories - 0.9%

AutoNation, Inc.

642,800

3,856,800

Eaton Corp.

428,300

32,202,806

Johnson Controls, Inc.

333,600

17,347,200

Navistar International Corp. (a)

387,600

10,150,275

Pep Boys-Manny, Moe & Jack

662,100

2,400,113

TRW, Inc.

801,700

31,065,875

97,023,069

Consumer Durables - 0.8%

Minnesota Mining & Manufacturing Co.

451,600

54,417,800

Snap-On, Inc.

1,102,000

30,718,250

85,136,050

Consumer Electronics - 0.3%

Black & Decker Corp.

288,800

11,335,400

Maytag Corp.

248,120

8,017,378

Whirlpool Corp.

137,100

6,537,956

25,890,734

Textiles & Apparel - 0.1%

Kellwood Co.

612,840

12,946,245

TOTAL DURABLES

220,996,098

ENERGY - 13.1%

Energy Services - 1.8%

Baker Hughes, Inc.

1,695,400

70,465,063

Halliburton Co.

2,882,900

104,505,125

Schlumberger Ltd. (NY Shares)

215,400

17,218,538

192,188,726

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - 11.3%

Anadarko Petroleum Corp.

361,302

$ 25,681,346

BP Amoco PLC sponsored ADR

3,400,742

162,810,523

Burlington Resources, Inc.

693,300

35,011,650

Chevron Corp.

1,280,171

108,094,439

Conoco, Inc.:

Class A

788,400

22,567,950

Class B

2,354,415

68,130,884

Devon Energy Corp.

293,965

17,923,025

Exxon Mobil Corp.

4,402,718

382,761,296

Petroleo Brasileiro SA Petrobras sponsored ADR (a)

134,700

3,401,175

Royal Dutch Petroleum Co. (NY Shares)

1,840,400

111,459,225

TotalFinaElf SA:

Class B

448,000

65,127,998

sponsored ADR

2,183,396

158,705,597

USX - Marathon Group

1,621,100

44,985,525

1,206,660,633

TOTAL ENERGY

1,398,849,359

FINANCE - 27.4%

Banks - 11.2%

Bank of America Corp.

2,658,090

121,939,879

Bank of New York Co., Inc.

3,166,200

174,734,663

Bank One Corp.

2,532,138

92,739,554

Chase Manhattan Corp.

3,758,050

170,756,397

Comerica, Inc.

1,601,800

95,106,875

Firstar Corp.

1,151,600

26,774,700

FleetBoston Financial Corp.

1,533,300

57,594,581

Mellon Financial Corp.

2,266,900

111,503,144

National Bank of Canada

1,025,336

18,192,328

PNC Financial Services Group, Inc.

457,500

33,426,094

U.S. Bancorp

2,928,094

85,463,744

Wells Fargo & Co.

3,612,000

201,143,250

1,189,375,209

Credit & Other Finance - 6.9%

American Express Co.

2,643,416

145,222,667

Citigroup, Inc.

8,878,420

453,354,281

Household International, Inc.

2,527,647

139,020,585

737,597,533

Federal Sponsored Credit - 4.4%

Fannie Mae

4,762,300

413,129,525

Freddie Mac

851,500

58,647,063

471,776,588

Insurance - 3.4%

ACE Ltd.

1,474,100

62,557,119

Shares

Value (Note 1)

Allstate Corp.

596,300

$ 25,976,319

American International Group, Inc.

473,850

46,703,841

Conseco, Inc.

340,400

4,489,025

Hartford Financial Services Group, Inc.

1,691,600

119,469,250

Highlands Insurance Group, Inc. (a)

371,100

3,339,900

The Chubb Corp.

382,500

33,086,250

The St. Paul Companies, Inc.

323,500

17,570,094

UnumProvident Corp.

1,089,800

29,288,375

XL Capital Ltd. Class A

222,600

19,449,675

361,929,848

Savings & Loans - 0.2%

TCF Financial Corp.

232,200

10,347,413

Washington Mutual, Inc.

222,600

11,811,713

22,159,126

Securities Industry - 1.3%

Brascan Corp. Class A (ltd. vtg.)

2,699,800

39,528,155

Morgan Stanley Dean Witter & Co.

883,700

70,033,225

Nomura Securities Co. Ltd.

1,392,000

25,011,455

134,572,835

TOTAL FINANCE

2,917,411,139

HEALTH - 8.0%

Drugs & Pharmaceuticals - 6.2%

Bristol-Myers Squibb Co.

2,674,200

197,723,663

Eli Lilly & Co.

2,053,000

191,057,313

Merck & Co., Inc.

1,595,700

149,397,413

Schering-Plough Corp.

2,129,530

120,850,828

659,029,217

Medical Equipment & Supplies - 1.3%

Abbott Laboratories

1,312,100

63,554,844

Becton, Dickinson & Co.

680,800

23,572,700

Cardinal Health, Inc.

481,100

47,929,588

135,057,132

Medical Facilities Management - 0.5%

HCA - The Healthcare Co.

1,261,950

55,538,420

TOTAL HEALTH

849,624,769

INDUSTRIAL MACHINERY & EQUIPMENT - 7.0%

Electrical Equipment - 2.9%

General Electric Co.

6,411,400

307,346,488

Industrial Machinery & Equipment - 4.0%

Caterpillar, Inc.

1,191,100

56,353,919

CNH Global NV

506,200

4,365,975

Deere & Co.

1,258,250

57,643,578

Illinois Tool Works, Inc.

514,400

30,638,950

Ingersoll-Rand Co.

799,500

33,479,063

Kennametal, Inc.

507,726

14,787,520

Parker-Hannifin Corp.

1,047,700

46,229,763

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Industrial Machinery & Equipment - continued

Pentair, Inc.

236,600

$ 5,722,763

Tyco International Ltd.

3,126,846

173,539,953

422,761,484

Pollution Control - 0.1%

Republic Services, Inc. (a)

665,500

11,438,281

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

741,546,253

MEDIA & LEISURE - 4.1%

Broadcasting - 0.3%

Clear Channel Communications, Inc. (a)

401,600

19,452,500

Time Warner, Inc.

257,854

13,470,293

32,922,793

Entertainment - 2.4%

Fox Entertainment Group, Inc. Class A (a)

1,227,000

21,932,625

Mandalay Resort Group (a)

793,600

17,409,600

MGM Mirage, Inc.

851,970

24,014,904

Park Place Entertainment Corp. (a)

536,500

6,404,469

Six Flags, Inc. (a)

592,000

10,175,000

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

3,127,118

146,192,767

Walt Disney Co.

1,064,300

30,798,181

256,927,546

Lodging & Gaming - 0.5%

Harrah's Entertainment, Inc. (a)

520,200

13,720,275

Starwood Hotels & Resorts Worldwide, Inc. unit

1,017,381

35,862,680

49,582,955

Publishing - 0.4%

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

953,200

37,293,950

Tribune Co.

109,700

4,634,825

41,928,775

Restaurants - 0.5%

McDonald's Corp.

1,562,400

53,121,600

TOTAL MEDIA & LEISURE

434,483,669

NONDURABLES - 3.7%

Beverages - 0.0%

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

57,200

3,803,800

Foods - 0.1%

H.J. Heinz Co.

182,800

8,671,575

Household Products - 2.0%

Avon Products, Inc.

915,600

43,834,350

Clorox Co.

515,400

18,296,700

Dial Corp.

712,800

7,840,800

Gillette Co.

1,280,100

46,243,613

Procter & Gamble Co.

796,100

62,444,094

Unilever PLC

4,312,914

37,266,272

215,925,829

Shares

Value (Note 1)

Tobacco - 1.6%

Philip Morris Companies, Inc.

3,741,200

$ 164,612,800

TOTAL NONDURABLES

393,014,004

PRECIOUS METALS - 0.0%

Newmont Mining Corp.

175,500

2,994,469

RETAIL & WHOLESALE - 3.0%

Apparel Stores - 1.1%

Charming Shoppes, Inc. (a)

612,800

3,676,800

Gap, Inc.

1,414,800

36,077,400

The Limited, Inc.

2,635,400

44,966,513

TJX Companies, Inc.

1,362,300

37,803,825

122,524,538

General Merchandise Stores - 1.5%

Consolidated Stores Corp. (a)

2,020,156

21,464,160

Costco Wholesale Corp. (a)

392,490

15,675,069

Federated Department Stores, Inc. (a)

1,102,700

38,594,500

Target Corp.

1,804,300

58,188,675

Wal-Mart Stores, Inc.

503,400

26,743,125

160,665,529

Retail & Wholesale, Miscellaneous - 0.4%

Staples, Inc. (a)

3,179,262

37,555,032

TOTAL RETAIL & WHOLESALE

320,745,099

SERVICES - 0.8%

Printing - 0.2%

New England Business Service, Inc.

207,200

3,781,400

R.R. Donnelley & Sons Co.

535,300

14,453,100

18,234,500

Services - 0.6%

H&R Block, Inc.

1,073,800

44,428,475

Per-Se Technologies, Inc. (a)

9,540

33,241

Per-Se Technologies, Inc. warrants 7/8/03 (a)

12,807

0

Viad Corp.

775,800

17,843,400

62,305,116

TOTAL SERVICES

80,539,616

TECHNOLOGY - 4.4%

Computer Services & Software - 1.7%

Ceridian Corp. (a)

369,700

7,370,894

Computer Associates International, Inc.

610,900

11,912,550

Computer Sciences Corp. (a)

302,000

18,157,750

Electronic Data Systems Corp.

188,700

10,897,425

IMS Health, Inc.

1,368,800

36,957,600

Microsoft Corp. (a)

786,400

34,110,100

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Computer Services & Software - continued

NCR Corp. (a)

551,100

$ 27,072,788

Unisys Corp. (a)

2,059,717

30,123,361

176,602,468

Computers & Office Equipment - 1.8%

Compaq Computer Corp.

2,156,200

32,450,810

Hewlett-Packard Co.

1,418,800

44,780,875

International Business Machines Corp.

767,500

65,237,500

Pitney Bowes, Inc.

1,582,000

52,403,750

194,872,935

Electronic Instruments - 0.4%

Teradyne, Inc. (a)

177,200

6,600,700

Thermo Electron Corp. (a)

1,295,400

38,538,150

45,138,850

Electronics - 0.5%

Intel Corp.

589,300

17,715,831

Motorola, Inc.

1,748,500

35,407,125

53,122,956

TOTAL TECHNOLOGY

469,737,209

TRANSPORTATION - 1.2%

Railroads - 1.2%

Burlington Northern Santa Fe Corp.

2,998,700

84,900,694

CSX Corp.

559,200

14,504,250

Norfolk Southern Corp.

312,200

4,156,163

Union Pacific Corp.

528,900

26,841,675

130,402,782

UTILITIES - 8.8%

Cellular - 0.1%

AT&T Corp. - Wireless Group

511,900

8,862,269

Electric Utility - 2.9%

Allegheny Energy, Inc.

783,300

37,745,269

American Electric Power Co., Inc.

997,100

46,365,150

Cinergy Corp.

415,000

14,576,875

DPL, Inc.

168,354

5,587,248

Entergy Corp.

2,533,600

107,202,950

IPALCO Enterprises, Inc.

444,200

10,744,088

Niagara Mohawk Holdings, Inc. (a)

1,682,100

28,070,044

PG&E Corp.

968,978

19,379,560

SCANA Corp.

271,500

8,026,219

Southern Co.

1,054,600

35,065,450

312,762,853

Telephone Services - 5.8%

AT&T Corp.

2,712,921

46,967,445

BellSouth Corp.

3,134,999

128,339,022

Qwest Communications International, Inc. (a)

1,029,860

42,224,260

SBC Communications, Inc.

5,353,193

255,614,966

Shares

Value (Note 1)

Verizon Communications

2,592,502

$ 129,949,163

WorldCom, Inc. (a)

785,416

11,044,905

614,139,761

TOTAL UTILITIES

935,764,883

TOTAL COMMON STOCKS

(Cost $7,357,055,539)

10,132,381,814

Preferred Stocks - 2.4%

Convertible Preferred Stocks - 2.3%

BASIC INDUSTRIES - 0.1%

Paper & Forest Products - 0.1%

Georgia-Pacific Group $3.75 PEPS

314,100

10,993,500

FINANCE - 0.3%

Insurance - 0.3%

ACE Ltd. $4.125 PRIDES

225,800

19,418,800

MetLife, Inc. $4.00

116,400

12,731,250

32,150,050

INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%

Ingersoll Rand Co./Ingersoll Rand Finance $1.68 Growth PRIDES

530,100

10,537,328

MEDIA & LEISURE - 0.8%

Broadcasting - 0.4%

Cox Communications, Inc.:

$2.27 PRIDES

92,800

5,231,600

$6.858 PRIZES

154,200

7,787,100

MediaOne Group, Inc. (Vodafone
Group PLC):

$3.04 PIES

317,100

11,415,600

$3.63 PIES

213,500

17,293,500

41,727,800

Entertainment - 0.3%

Seagram Co. Ltd. $3.76 ACES

401,700

20,863,495

Six Flags, Inc. $4.05 PIES

273,300

9,633,825

30,497,320

Publishing - 0.1%

Readers Digest Automatic Common Exchange Securities Trust
$1.93 TRACES

464,700

15,974,063

TOTAL MEDIA & LEISURE

88,199,183

TRANSPORTATION - 0.4%

Air Transportation - 0.1%

Continental Airlines Capital Trust $3.00 (d)

111,200

5,754,600

Preferred Stocks - continued

Shares

Value (Note 1)

Convertible Preferred Stocks - continued

TRANSPORTATION - continued

Railroads - 0.3%

Union Pacific Capital Trust:

$3.125

403,200

$ 18,547,200

$3.125 TIDES (d)

384,500

17,687,000

36,234,200

TOTAL TRANSPORTATION

41,988,800

UTILITIES - 0.6%

Electric Utility - 0.5%

Dominion Resources, Inc. $4.75 PIES

223,200

14,145,300

NiSource, Inc. $3.875 PIES

299,300

16,087,375

TXU Corp. $1.6575

398,400

17,181,000

47,413,675

Gas - 0.1%

Enron Corp. (EOG Resources, Inc.) $1.5575 ACES

297,100

14,242,380

TOTAL UTILITIES

61,656,055

TOTAL CONVERTIBLE PREFERRED STOCKS

245,524,916

Nonconvertible Preferred Stocks - 0.1%

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

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

41,922

4,359,888

Publishing - 0.0%

PRIMEDIA, Inc.:

Series D, $10.00

12,200

1,000,400

Series H, $8.625

8,948

680,048

1,680,448

TOTAL MEDIA & LEISURE

6,040,336

TOTAL PREFERRED STOCKS

(Cost $233,337,186)

251,565,252

Corporate Bonds - 1.4%

Moody's Ratings (unaudited)

Principal Amount

Convertible Bonds - 1.1%

CONSTRUCTION & REAL ESTATE - 0.4%

Real Estate Investment Trusts - 0.4%

Liberty Property LP 8.3% 7/1/01

Ba2

$ 27,685,000

39,537,641

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

FINANCE - 0.1%

Credit & Other Finance - 0.0%

JMH Finance Ltd. 4.75% 9/6/07 (d)

-

$ 3,680,000

$ 3,691,500

Insurance - 0.1%

Loews Corp. 3.125% 9/15/07

A2

5,340,000

4,745,925

TOTAL FINANCE

8,437,425

MEDIA & LEISURE - 0.4%

Broadcasting - 0.1%

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

Baa3

26,600,000

10,020,220

Publishing - 0.3%

News America Holdings, Inc. liquid yield option notes 0% 3/11/13

Baa3

42,720,000

28,430,587

TOTAL MEDIA & LEISURE

38,450,807

TECHNOLOGY - 0.1%

Computers & Office Equipment - 0.1%

Quantum Corp. 7% 8/1/04

B2

7,730,000

5,797,500

Electronics - 0.0%

Vitesse Semiconductor Corp. 4% 3/15/05 (d)

B2

6,720,000

5,342,400

TOTAL TECHNOLOGY

11,139,900

UTILITIES - 0.1%

Cellular - 0.1%

Nextel Communications, Inc.:

5.25% 1/15/10 (d)

B1

13,390,000

9,691,013

5.25% 1/15/10

B1

6,710,000

4,856,363

14,547,376

TOTAL CONVERTIBLE BONDS

112,113,149

Nonconvertible Bonds - 0.3%

BASIC INDUSTRIES - 0.0%

Chemicals & Plastics - 0.0%

Lyondell Chemical Co. Series B, 9.875% 5/1/07

Ba3

840,000

810,600

CONSTRUCTION & REAL ESTATE - 0.0%

Building Materials - 0.0%

American Standard, Inc. 7.125% 2/15/03

Ba2

1,005,000

987,413

Corporate Bonds - continued

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - 0.0%

Energy Services - 0.0%

RBF Finance Co. 11.375% 3/15/09

Ba3

$ 1,520,000

$ 1,755,600

Oil & Gas - 0.0%

Chesapeake Energy Corp. Series B, 9.625% 5/1/05

B2

1,305,000

1,337,625

TOTAL ENERGY

3,093,225

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Tenet Healthcare Corp. 8.125% 12/1/08

Ba3

2,555,000

2,567,775

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

NTL Communications Corp. 11.5% 10/1/08

B3

3,835,000

3,374,800

Telewest PLC 11% 10/1/07

B1

2,765,000

2,412,463

UIH Australia/Pacific, Inc. Series D, 0% 5/15/06 (c)

B2

1,115,000

747,050

United Pan-Europe Communications NV:

10.875% 11/1/07

B2

2,380,000

1,511,300

10.875% 8/1/09

B2

315,000

201,600

8,247,213

Entertainment - 0.0%

Mandalay Resort Group 10.25% 8/1/07

Ba3

1,065,000

1,051,688

Restaurants - 0.0%

Domino's, Inc. 10.375% 1/15/09

B3

840,000

705,600

TOTAL MEDIA & LEISURE

10,004,501

TRANSPORTATION - 0.0%

Air Transportation - 0.0%

US Air, Inc. 9.625% 2/1/01

B3

1,670,000

1,657,475

UTILITIES - 0.2%

Cellular - 0.1%

Echostar Broadband Corp. 10.375% 10/1/07 (d)

B3

1,245,000

1,226,325

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

B1

3,765,000

2,767,275

Nextel International, Inc. 0% 4/15/08 (c)

Caa1

1,340,000

670,000

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

B3

2,955,000

2,334,450

6,998,050

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

Electric Utility - 0.0%

AES Corp.:

8% 12/31/08

Ba1

$ 1,295,000

$ 1,223,775

9.375% 9/15/10

Ba1

1,430,000

1,462,175

2,685,950

Telephone Services - 0.1%

Global Crossing Holdings Ltd. 9.625% 5/15/08

Ba2

2,055,000

1,962,525

NEXTLINK Communications, Inc. 9.625% 10/1/07

B2

1,450,000

1,160,000

WinStar
Communications, Inc.:

0% 4/15/10 (c)

B3

1,324,000

397,200

12.75% 4/15/10

B3

2,456,000

1,719,200

5,238,925

TOTAL UTILITIES

14,922,925

TOTAL NONCONVERTIBLE BONDS

34,043,914

TOTAL CORPORATE BONDS

(Cost $144,087,723)

146,157,063

Floating Rate Loans - 0.0%

INDUSTRIAL MACHINERY & EQUIPMENT - 0.0%

Pollution Control - 0.0%

Allied Waste North America, Inc.:

Tranche B term loan 9.365% 7/21/06 (e)

Ba3

976,584

927,755

Tranche C term loan 9.6896% 7/21/07 (e)

Ba3

1,171,900

1,113,305

TOTAL FLOATING RATE LOANS

(Cost $2,046,831)

2,041,060

Cash Equivalents - 1.3%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 6.53% (b)

126,947,992

$ 126,947,992

Fidelity Securities Lending Cash Central Fund, 6.61% (b)

15,346,919

15,346,919

TOTAL CASH EQUIVALENTS

(Cost $142,294,911)

142,294,911

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $7,878,822,190)

10,674,440,100

NET OTHER ASSETS - (0.3)%

(30,546,223)

NET ASSETS - 100%

$ 10,643,893,877

Security Type Abbreviations

ACES

-

Automatic Common Exchange Securities

PEPS

-

Participating Equity Preferred Shares/Premium Exchangeable Participating Shares

PIES

-

Premium Income Equity Securities

PRIDES

-

Preferred Redeemable Increased Dividend
Equity Securities

PRIZES

-

Participating Redeemable Indexed Zero-Premium Exchangeable Securities

TIDES

-

Term Income Deferred Equity Securities

TRACES

-

Trust Automatic Common Exchange Securities

Legend

(a) Non-income producing

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

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

(d) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $43,392,838 or 0.4% of net assets.

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

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $2,268,343,961 and $3,641,703,457.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $246,510 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $15,397,569. The fund received cash collateral of $15,346,919 which was invested in cash equivalents.

The fund participated in the interfund lending program as a borrower.
The average daily loan balance during the period for which loans were outstanding amounted to $19,514,648. The weighted average interest rate
was 5.86%. Interest expense includes $171,586 paid under the interfund
lending program.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which loans were outstanding amounted to $14,160,227. The weighted average interest rate was 6.26%. Interest expense includes $54,174 paid under the bank borrowing program.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $7,883,159,048. Net unrealized appreciation aggregated $2,791,281,052, of which $3,380,095,602 related to appreciated investment securities and $588,814,550 related to depreciated investment securities.

The fund hereby designates approximately $633,113,000 as a capital gain dividend for the purpose of the dividend paid deduction.

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

Equity-Income Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $7,878,822,190) -
See accompanying schedule

$ 10,674,440,100

Receivable for investments sold

9,047,697

Receivable for fund shares sold

3,676,427

Dividends receivable

13,986,589

Interest receivable

3,349,214

Other receivables

570,715

Total assets

10,705,070,742

Liabilities

Payable for investments purchased

$ 17,946,821

Payable for fund shares redeemed

22,958,212

Accrued management fee

4,127,613

Distribution fees payable

58,009

Other payables and
accrued expenses

739,291

Collateral on securities loaned,
at value

15,346,919

Total liabilities

61,176,865

Net Assets

$ 10,643,893,877

Net Assets consist of:

Paid in capital

$ 7,184,265,512

Undistributed net
investment income

170,138,206

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

493,894,838

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

2,795,595,321

Net Assets

$ 10,643,893,877

Initial Class:
Net Asset Value, offering price
and redemption price per share
($9,969,085,690
÷
390,569,765 shares)

$25.52

Service Class:
Net Asset Value, offering price
and redemption price per share
($634,897,281
÷
24,945,018 shares)

$25.45

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($39,910,906
÷
1,570,425 shares)

$25.41

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 213,036,339

Interest

15,875,287

Security lending

215,484

Total income

229,127,110

Expenses

Management fee

$ 48,818,761

Transfer agent fees

6,703,076

Distribution fees

533,743

Accounting and security lending fees

885,772

Non-interested trustees' compensation

47,328

Custodian fees and expenses

220,162

Registration fees

1,500

Audit

78,770

Legal

72,909

Interest

225,760

Miscellaneous

353,697

Total expenses before reductions

57,941,478

Expense reductions

(894,058)

57,047,420

Net investment income

172,079,690

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

500,349,106

Foreign currency transactions

(181,069)

500,168,037

Change in net unrealized appreciation (depreciation) on:

Investment securities

94,959,667

Assets and liabilities in
foreign currencies

(33,079)

94,926,588

Net gain (loss)

595,094,625

Net increase (decrease) in net assets resulting from operations

$ 767,174,315

Other Information

Expense reductions
Directed brokerage arrangements

$ 885,385

Custodian credits

8,673

$ 894,058

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

Annual Report

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

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 172,079,690

$ 185,905,580

Net realized gain (loss)

500,168,037

697,598,663

Change in net unrealized appreciation (depreciation)

94,926,588

(178,860,281)

Net increase (decrease) in net assets resulting from operations

767,174,315

704,643,962

Distributions to shareholders
From net investment income

(187,986,087)

(170,985,891)

From net realized gain

(694,753,499)

(377,968,784)

Total distributions

(882,739,586)

(548,954,675)

Share transactions - net increase (decrease)

(692,163,922)

(339,122,770)

Total increase (decrease) in net assets

(807,729,193)

(183,433,483)

Net Assets

Beginning of period

11,451,623,070

11,635,056,553

End of period (including undistributed net investment income of $170,138,206 and
$185,982,649, respectively)

$ 10,643,893,877

$ 11,451,623,070

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

45,973,673

$ 1,098,402,964

41,506,315

$ 1,076,558,536

Reinvested

38,143,296

847,544,035

22,601,688

537,468,103

Redeemed

(121,903,326)

(2,861,778,639)

(84,630,671)

(2,163,179,248)

Net increase (decrease)

(37,786,357)

$ (915,831,640)

(20,522,668)

$ (549,152,609)

Service Class
Sold

9,905,652

$ 235,854,814

8,201,124

$ 211,555,674

Reinvested

1,585,963

35,176,653

483,645

11,486,572

Redeemed

(3,590,373)

(84,741,881)

(507,589)

(13,012,407)

Net increase (decrease)

7,901,242

$ 186,289,586

8,177,180

$ 210,029,839

Service Class 2 A
Sold

1,666,464

$ 39,694,526

Reinvested

852

18,898

Redeemed

(96,891)

(2,335,292)

Net increase (decrease)

1,570,425

$ 37,378,132

Distributions
From net investment income
Initial Class

$ 180,623,926

$ 167,408,106

Service Class

7,358,208

3,577,785

Service Class 2 A

3,953

-

Total

$ 187,986,087

$ 170,985,891

From net realized gain
Initial Class

$ 666,920,109

$ 370,059,997

Service Class

27,818,445

7,908,787

Service Class 2 A

14,945

-

Total

$ 694,753,499

$ 377,968,784

$ 882,739,586

$ 548,954,675

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

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

Equity-Income Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 25.71

$ 25.42

$ 24.28

$ 21.03

$ 19.27

Income from Investment Operations

Net investment income

.40 D

.41 D

.38 D

.36 D

.35

Net realized and unrealized gain (loss)

1.46

1.10

2.31

5.06

2.30

Total from investment operations

1.86

1.51

2.69

5.42

2.65

Less Distributions

From net investment income

(.44) G

(.38)

(.34)

(.36)

(.03)

From net realized gain

(1.61) G

(.84)

(1.21)

(1.81)

(.86)

Total distributions

(2.05)

(1.22)

(1.55)

(2.17)

(.89)

Net asset value, end of period

$ 25.52

$ 25.71

$ 25.42

$ 24.28

$ 21.03

Total Return B, C

8.42%

6.33%

11.63%

28.11%

14.28%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 9,969,086

$ 11,014,291

$ 11,409,912

$ 10,106,742

$ 6,961,090

Ratio of expenses to average net assets

.56%

.57%

.58%

.58%

.58%

Ratio of expenses to average net assets after
expense reductions

.55% F

.56% F

.57% F

.57% F

.56% F

Ratio of net investment income to average net assets

1.68%

1.57%

1.58%

1.65%

1.97%

Portfolio turnover rate

22%

27%

28%

44%

186%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 25.66

$ 25.39

$ 24.27

$ 23.44

Income from Investment Operations

Net investment income D

.37

.38

.36

.05

Net realized and unrealized gain (loss)

1.46

1.11

2.31

.78

Total from investment operations

1.83

1.49

2.67

.83

Less Distributions

From net investment income

(.43) G

(.38)

(.34)

-

From net realized gain

(1.61) G

(.84)

(1.21)

-

Total distributions

(2.04)

(1.22)

(1.55)

-

Net asset value, end of period

$ 25.45

$ 25.66

$ 25.39

$ 24.27

Total Return B, C

8.30%

6.25%

11.54%

3.54%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 634,897

$ 437,332

$ 225,145

$ 5,328

Ratio of expenses to average net assets

.66%

.67%

.68%

.68% A

Ratio of expenses to average net assets after expense reductions

.65% F

.66% F

.67% F

.65% A, F

Ratio of net investment income to average net assets

1.58%

1.47%

1.51%

1.63% A

Portfolio turnover rate

22%

27%

28%

44%

A Annualized

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

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 25.18

Income from Investment Operations

Net investment income D

.32

Net realized and unrealized gain (loss)

1.95

Total from investment operations

2.27

Less Distributions

From net investment income

(.43) G

From net realized gain

(1.61) G

Total distributions

(2.04)

Net asset value, end of period

$ 25.41

Total Return B, C

10.19%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 39,911

Ratio of expenses to average net assets

.83% A

Ratio of expenses to average net assets after expense reductions

.82% A, F

Ratio of net investment income to average net assets

1.41% A

Portfolio turnover rate

22%

A Annualized

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

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

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

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

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

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

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

Equity-Income Portfolio

Fidelity Variable Insurance Products: Growth Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Growth - Initial Class

-10.96%

19.31%

20.04%

Russell 3000 ® Growth Index

-22.42%

17.08%

16.85%

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

You can compare the fund's returns to the performance of the Russell 3000 Growth Index - a market capitalization-weighted index of growth-oriented stocks of U.S. domiciled corporations. This benchmark includes reinvested dividends and capital gains, if any.

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

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


Understanding Performance

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

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Portfolio - Initial Class on December 31, 1990. As the chart shows, by December 31, 2000, the value of the investment would have grown to $62,135 - a 521.35% increase on the initial investment. For comparison, look at how the Russell 3000 Growth Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $47,452 - a 374.52% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Pfizer, Inc.

4.9

General Electric Co.

3.4

Cisco Systems, Inc.

3.1

EMC Corp.

2.9

Microsoft Corp.

2.3

16.6

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Technology

29.7

Health

20.2

Finance

9.6

Nondurables

7.9

Energy

6.1

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks 92.9%

Short-Term
Investments and
Net Other Assets 7.1%



* Foreign investments 7.2%

Annual Report

Fidelity Variable Insurance Products: Growth Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Jennifer Uhrig,
Portfolio Manager of Growth Portfolio

Q. How did the fund perform, Jennifer?

A. For the 12 months that ended December 31, 2000, the fund posted a higher return than that of its Russell 3000 Growth Index benchmark, which returned -22.42%.

Q. What factors helped the fund outperform the index?

A. The fund's underweighting in technology relative to the Russell 3000 index was a positive influence. Technology stocks could seemingly do no wrong throughout 1999, but finally succumbed to a severe pricing correction that began in March and deepened in November. As a result, technology stocks - as measured by the NASDAQ Composite Index - were down almost 40% for the year. Several of the fund's investments in both the health and finance sectors also contributed positively to performance.

Q. What was your strategy within the technology sector?

A. My approach changed a bit as the period evolved, mostly due to deteriorating fundamentals in the new economy sectors - including telecommunications, semiconductors and wireless - as well as weakened demand for personal computers. The fund's stake in leading chipmaker Intel - which is leveraged to both the semiconductor and PC markets - provided a good illustration of how quickly things changed. At the end of June 2000, Intel was the fund's second-best performer. At the close of this period, the stock was the fund's second-worst performer, mostly due to slowing PC demand, which hurt microchip orders. During the second half of the period, I became more selective and focused on companies that I felt would be new economy survivors. This led me to areas such as data storage, Internet software and optical networking companies. While the valuations for many of these stocks were still rich, I felt their long-term growth potential was encouraging.

Q. Health and finance stocks combined to account for just under 30% of the fund's investments at the end of the period. Where did you find opportunities?

A. Within the health sector, I was attracted to pharmaceutical, hospital and biotechnology stocks. The fund's investments in drug stocks such as Eli Lilly and Warner-Lambert - which was taken over by Pfizer - performed well as investors sought refuge from the technology correction. Hospital-related names that performed well included HCA Healthcare, Tenet Healthcare and Health Management Associates. I also ramped up the fund's exposure to biotechnology stocks, particularly those involved in genomics. Biotech stocks that fared well for the fund included Millennium Pharmaceuticals and Genentech. The big winners within the fund's finance portfolio during the period were property and casualty insurance stocks, which benefited from signs of better pricing within their industry. American International Group and XL Capital were among the fund's top-10 performers during the period.

Q. Which stocks proved disappointing during the period?

A. Not surprisingly, the fund's three worst performers were tied to the PC industry. Microsoft, Intel and Dell each suffered as PC demand softened. People seem pretty content with the systems and applications they're currently using and not many are choosing to upgrade. Other poor performers included large retailers Wal-Mart and Home Depot.

Q. What's your outlook?

A. It's pretty clear that the economy is slowing, and that should benefit growth stocks. Growth stocks typically grow faster in a sluggish economy than cyclical stocks. A lot of attention will be paid to Federal Reserve Board policy over the next few months. Rate cuts could expand price-to-earnings ratios for the fastest-growing technology stocks, as well as help the outlook for more economically sensitive companies within the tech sector. I'll also be keeping a close eye on valuations in the technology sector. I'm starting to see some better values, but I'd still like to see stock prices come down a little more before I overweight the technology sector.

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


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in stocks with above-average growth potential

Start date: October 9, 1986

Size: as of December 31, 2000, more than
$17.4 billion

Manager: Jennifer Uhrig, since 1997; joined Fidelity in 1987

3

Annual Report

Fidelity Variable Insurance Products: Growth Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 92.9%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.2%

BFGoodrich Co.

1,542,600

$ 56,112,075

Boeing Co.

1,280,900

84,539,400

Textron, Inc.

154,600

7,188,900

United Technologies Corp.

767,380

60,335,253

TOTAL AEROSPACE & DEFENSE

208,175,628

BASIC INDUSTRIES - 1.7%

Chemicals & Plastics - 0.9%

Cytec Industries, Inc. (a)

273,800

10,934,888

Dow Chemical Co.

805,600

29,505,100

Georgia Gulf Corp.

253,800

4,330,463

Lyondell Chemical Co.

1,323,600

20,267,625

Pharmacia Corp.

1,448,100

88,334,100

153,372,176

Metals & Mining - 0.1%

CommScope, Inc. (a)

1,266,100

20,969,781

Martin Marietta Materials, Inc.

143,900

6,086,970

27,056,751

Paper & Forest Products - 0.7%

Kimberly-Clark Corp.

1,625,400

114,899,526

TOTAL BASIC INDUSTRIES

295,328,453

CONSTRUCTION & REAL ESTATE - 0.3%

Building Materials - 0.1%

Vulcan Materials Co.

350,200

16,765,825

Construction - 0.1%

Massey Energy Corp.

583,770

7,443,068

Engineering - 0.1%

Stolt Offshore SA (a)

1,796,600

19,762,600

Stolt Offshore SA sponsored ADR (a)

206,050

2,215,038

21,977,638

TOTAL CONSTRUCTION & REAL ESTATE

46,186,531

DURABLES - 1.2%

Autos, Tires, & Accessories - 0.4%

AutoZone, Inc. (a)

1,671,300

47,632,050

O'Reilly Automotive, Inc. (a)

1,209,600

32,356,800

79,988,850

Consumer Electronics - 0.8%

Gemstar-TV Guide International, Inc. (a)

695,000

32,056,875

General Motors Corp. Class H

1,363,900

31,369,700

Maytag Corp.

817,300

26,409,006

Pioneer Corp.

190,000

5,066,888

Shares

Value (Note 1)

Sanyo Electric Co. Ltd.

822,000

$ 6,827,840

Sony Corp.

512,300

35,604,852

137,335,161

TOTAL DURABLES

217,324,011

ENERGY - 6.1%

Energy Services - 3.7%

Baker Hughes, Inc.

2,600,970

108,102,816

BJ Services Co. (a)

1,123,030

77,348,691

Coflexip SA sponsored ADR

928,500

58,379,438

Diamond Offshore Drilling, Inc.

113,800

4,552,000

ENSCO International, Inc.

720,500

24,542,031

Global Industries Ltd. (a)

1,904,900

26,073,319

Global Marine, Inc. (a)

22,900

649,788

R&B Falcon Corp. (a)

1,483,800

34,034,663

Santa Fe International Corp.

805,600

25,829,550

Schlumberger Ltd. (NY Shares)

1,170,400

93,558,850

Smith International, Inc. (a)

868,950

64,791,084

Transocean Sedco Forex, Inc.

921,300

42,379,800

Varco International, Inc. (a)

1,421,000

30,906,750

Weatherford International, Inc.

1,328,840

62,787,690

653,936,470

Oil & Gas - 2.4%

Burlington Resources, Inc.

702,100

35,456,050

Exxon Mobil Corp.

2,276,900

197,947,994

Grant Prideco, Inc. (a)

1,711,440

37,544,715

National-Oilwell, Inc. (a)

1,691,900

65,455,381

Newfield Exploration Co. (a)

887,600

42,105,525

Noble Affiliates, Inc.

814,900

37,485,400

415,995,065

TOTAL ENERGY

1,069,931,535

FINANCE - 9.6%

Banks - 1.2%

Bank One Corp.

5,429,990

198,873,384

Sumitomo Trust & Banking Ltd.

2,482,000

16,862,062

215,735,446

Credit & Other Finance - 0.9%

American Express Co.

763,200

41,928,300

Citigroup, Inc.

2,186,710

111,658,879

153,587,179

Federal Sponsored Credit - 1.9%

Fannie Mae

2,158,800

187,275,900

Freddie Mac

1,969,500

135,649,313

322,925,213

Insurance - 3.9%

ACE Ltd.

1,502,900

63,779,319

AFLAC, Inc.

881,600

63,640,500

Allstate Corp.

711,500

30,994,719

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Insurance - continued

AMBAC Financial Group, Inc.

549,450

$ 32,039,803

American International Group, Inc.

1,551,446

152,914,396

Everest Re Group Ltd.

967,200

69,275,700

Hartford Financial Services Group, Inc.

816,550

57,668,844

The Chubb Corp.

668,000

57,782,000

The St. Paul Companies, Inc.

847,000

46,002,688

XL Capital Ltd. Class A

1,259,010

110,005,999

684,103,968

Securities Industry - 1.7%

Charles Schwab Corp.

3,193,650

90,619,819

Daiwa Securities Group, Inc.

6,151,000

64,161,435

Nikko Securities Co. Ltd.

9,377,000

72,559,634

Nomura Securities Co. Ltd.

4,259,000

76,525,709

303,866,597

TOTAL FINANCE

1,680,218,403

HEALTH - 20.2%

Drugs & Pharmaceuticals - 16.4%

Abgenix, Inc. (a)

821,542

48,522,324

Alkermes, Inc. (a)

1,152,700

36,165,963

Allergan, Inc.

842,300

81,545,169

American Home Products Corp.

2,111,700

134,198,535

Andrx Corp. - Andrx Group (a)

93,400

5,405,525

Bristol-Myers Squibb Co.

3,836,000

283,624,250

Cambridge Antibody Technology
Group PLC (a)

658,096

37,331,417

Elan Corp. PLC sponsored ADR (a)

1,727,500

80,868,594

Eli Lilly & Co.

3,265,300

303,876,981

Exelixis, Inc.

306,800

4,486,950

Genentech, Inc. (a)

824,000

67,156,000

Geneva Proteomics (a)(c)

826,000

4,543,000

Human Genome Sciences, Inc. (a)

875,000

60,648,438

Medarex, Inc. (a)

978,400

39,869,800

Merck & Co., Inc.

3,938,760

368,766,405

Millennium Pharmaceuticals, Inc. (a)

1,449,480

89,686,575

Pfizer, Inc.

18,602,425

855,711,534

Protein Design Labs, Inc. (a)

463,700

40,283,938

Schering-Plough Corp.

4,817,370

273,385,748

Serono SA sponsored ADR (a)

717,100

17,165,581

Watson Pharmaceuticals, Inc. (a)

356,400

18,243,225

2,851,485,952

Medical Equipment & Supplies - 2.4%

Cardinal Health, Inc.

1,307,500

130,259,687

Guidant Corp. (a)

898,900

48,484,419

Johnson & Johnson

971,800

102,099,738

Shares

Value (Note 1)

McKesson HBOC, Inc.

1,581,600

$ 56,763,624

Medtronic, Inc.

1,438,900

86,873,588

424,481,056

Medical Facilities Management - 1.4%

HCA - The Healthcare Co.

1,795,100

79,002,351

Health Management Associates, Inc. Class A (a)

2,865,300

59,454,975

HEALTHSOUTH Corp. (a)

2,273,300

37,083,206

Tenet Healthcare Corp.

1,611,600

71,615,475

247,156,007

TOTAL HEALTH

3,523,123,015

INDUSTRIAL MACHINERY & EQUIPMENT - 3.4%

Electrical Equipment - 3.4%

General Electric Co.

12,187,600

584,243,075

MEDIA & LEISURE - 4.5%

Broadcasting - 1.9%

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

2,907,780

39,436,766

Comcast Corp. Class A (special) (a)

2,405,300

100,421,275

Cox Communications, Inc. Class A (a)

1,266,800

58,985,375

Mediacom Communications Corp.
Class A

765,500

13,157,031

NTL, Inc. (a)

647,594

15,501,781

Time Warner, Inc.

1,353,568

70,710,392

United Pan-Europe Communications NV sponsored ADR Class A (a)

1,703,400

17,885,700

UnitedGlobalCom, Inc. Class A (a)

928,200

12,646,725

328,745,045

Entertainment - 0.8%

Fox Entertainment Group, Inc.
Class A (a)

842,300

15,056,113

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

2,451,025

114,585,419

129,641,532

Leisure Durables & Toys - 0.0%

Harley-Davidson, Inc.

72,900

2,897,775

Lodging & Gaming - 0.2%

Harrah's Entertainment, Inc. (a)

1,464,600

38,628,825

Restaurants - 1.6%

Brinker International, Inc. (a)

1,844,100

77,913,225

Darden Restaurants, Inc.

2,838,500

64,930,688

McDonald's Corp.

3,098,000

105,332,000

Tricon Global Restaurants, Inc. (a)

999,300

32,976,900

281,152,813

TOTAL MEDIA & LEISURE

781,065,990

NONDURABLES - 7.9%

Beverages - 2.5%

Coca-Cola Enterprises, Inc.

2,404,400

45,683,600

Pepsi Bottling Group, Inc.

2,176,500

86,923,969

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Beverages - continued

The Coca-Cola Co.

4,773,100

$ 290,860,781

Whitman Corp.

492,600

8,066,325

431,534,675

Foods - 1.1%

American Italian Pasta Co. Class A (a)

557,000

14,934,563

PepsiCo, Inc.

2,626,900

130,195,731

Quaker Oats Co.

392,600

38,229,425

183,359,719

Household Products - 2.3%

Avon Products, Inc.

1,202,700

57,579,263

Colgate-Palmolive Co.

1,157,100

74,690,805

Gillette Co.

2,964,600

107,096,175

Procter & Gamble Co.

2,160,460

169,461,081

408,827,324

Tobacco - 2.0%

Philip Morris Companies, Inc.

7,870,100

346,284,400

TOTAL NONDURABLES

1,370,006,118

RETAIL & WHOLESALE - 3.0%

Drug Stores - 1.1%

CVS Corp.

1,578,700

94,623,331

Walgreen Co.

2,330,660

97,450,721

192,074,052

General Merchandise Stores - 1.2%

Wal-Mart Stores, Inc.

3,797,600

201,747,500

Retail & Wholesale, Miscellaneous - 0.7%

Home Depot, Inc.

2,861,100

130,716,506

TOTAL RETAIL & WHOLESALE

524,538,058

SERVICES - 0.1%

Fluor Corp. (a)

583,770

19,300,896

Jupiter Media Metrix, Inc. (a)

769,800

7,168,763

TOTAL SERVICES

26,469,659

TECHNOLOGY - 29.7%

Communications Equipment - 5.1%

CIENA Corp. (a)

686,100

55,745,625

Cisco Systems, Inc. (a)

14,011,020

535,921,515

Comverse Technology, Inc. (a)

342,800

37,236,650

Corning, Inc.

1,449,100

76,530,594

Corvis Corp.

733,500

17,466,469

Nokia AB sponsored ADR

1,874,300

81,532,050

Nortel Networks Corp.

2,023,490

64,878,148

Telefonaktiebolaget LM Ericsson sponsored ADR

2,167,400

24,247,788

893,558,839

Shares

Value (Note 1)

Computer Services & Software - 9.1%

Adobe Systems, Inc.

1,360,800

$ 79,181,550

Affymetrix, Inc. (a)

159,010

11,836,307

America Online, Inc. (a)

1,912,800

66,565,440

Art Technology Group, Inc. (a)

1,022,700

31,256,269

Automatic Data Processing, Inc.

740,800

46,901,900

BEA Systems, Inc. (a)

1,916,950

129,034,697

Cadence Design Systems, Inc. (a)

1,316,130

36,193,575

Check Point Software
Technologies Ltd. (a)

560,700

74,888,494

Critical Path, Inc. (a)

735,200

22,607,400

Exodus Communications, Inc. (a)

535,600

10,712,000

Internap Network Services Corp. (a)

833,440

6,042,440

Intuit, Inc. (a)

432,700

17,064,606

Microsoft Corp. (a)

9,182,323

398,283,260

Openwave Systems, Inc. (a)

1,248,200

59,835,588

Oracle Corp. (a)

10,259,300

298,160,906

PeopleSoft, Inc. (a)

1,784,000

66,342,500

Redback Networks, Inc. (a)

512,700

21,020,700

Synopsys, Inc. (a)

1,356,580

64,352,764

Travelocity.com, Inc. (a)

466,200

5,652,675

VeriSign, Inc. (a)

511,007

37,910,332

VERITAS Software Corp. (a)

1,072,575

93,850,313

1,577,693,716

Computers & Office Equipment - 8.4%

CDW Computer Centers, Inc. (a)

795,980

22,187,943

Dell Computer Corp. (a)

6,242,500

108,853,594

EMC Corp. (a)

7,744,140

514,985,310

Hewlett-Packard Co.

2,201,000

69,469,063

International Business Machines Corp.

1,904,300

161,865,500

Juniper Networks, Inc. (a)

422,000

53,198,375

Lexmark International, Inc. Class A (a)

2,199,100

97,447,619

Quantum Corp. -
Hard Disk Drive Group (a)

1,526,400

12,211,200

SCI Systems, Inc. (a)

3,078,300

81,190,163

Sun Microsystems, Inc. (a)

12,425,200

346,352,450

Western Digital Corp. (a)

1,424,200

3,471,488

1,471,232,705

Electronic Instruments - 1.0%

Agilent Technologies, Inc. (a)

1,287,060

70,466,535

KLA-Tencor Corp. (a)

952,000

32,070,500

LAM Research Corp. (a)

1,503,100

21,794,950

Teradyne, Inc. (a)

784,900

29,237,525

Varian, Inc. (a)

347,700

11,778,338

165,347,848

Electronics - 6.1%

Broadcom Corp. Class A (a)

248,800

20,899,200

Celestica, Inc. (sub. vtg.) (a)

766,700

41,423,893

Intel Corp.

12,464,400

374,711,025

Intersil Holding Corp. Class A

54,100

1,240,919

JDS Uniphase Corp. (a)

758,800

31,632,475

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - continued

LSI Logic Corp. (a)

356,600

$ 6,094,294

Mitsubishi Electric Corp.

9,393,000

57,736,113

PMC-Sierra, Inc. (a)

192,100

15,103,863

Sanmina Corp. (a)

1,219,900

93,474,838

Solectron Corp. (a)

1,647,800

55,860,420

Texas Instruments, Inc.

6,946,100

329,071,488

Xilinx, Inc. (a)

824,900

38,048,513

1,065,297,041

TOTAL TECHNOLOGY

5,173,130,149

TRANSPORTATION - 0.9%

Air Transportation - 0.1%

Southwest Airlines Co.

459,900

15,420,447

Railroads - 0.8%

Burlington Northern Santa Fe Corp.

1,315,700

37,250,756

Canadian National Railway Co.

1,148,780

33,983,720

Union Pacific Corp.

1,227,250

62,282,938

133,517,414

TOTAL TRANSPORTATION

148,937,861

UTILITIES - 3.1%

Cellular - 2.0%

China Mobile (Hong Kong) Ltd. sponsored ADR (a)

2,115,000

57,369,375

China Unicom Ltd. sponsored ADR (a)

3,031,700

44,717,575

Nextel Communications, Inc. Class A (a)

2,679,270

66,311,933

QUALCOMM, Inc. (a)

730,400

60,029,750

Sprint Corp. - PCS Group Series 1 (a)

2,956,580

60,425,104

Vodafone Group PLC

14,481,911

51,863,446

340,717,183

Electric Utility - 0.3%

AES Corp. (a)

940,600

52,085,725

Telephone Services - 0.8%

McLeodUSA, Inc. Class A (a)

3,188,400

45,036,150

Metromedia Fiber Network, Inc.
Class A (a)

3,723,600

37,701,450

Sprint Corp. - FON Group

336,600

6,837,188

TeraBeam Networks (c)

60,800

228,000

Time Warner Telecom, Inc. Class A (a)

582,100

36,926,969

WorldCom, Inc. (a)

1,092,500

15,363,281

142,093,038

TOTAL UTILITIES

534,895,946

TOTAL COMMON STOCKS

(Cost $13,365,952,961)

16,183,574,432

Convertible Preferred Stocks - 0.0%

Shares

Value (Note 1)

TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies Series E (c)
(Cost $1,528,257)

88,646

$ 1,528,257

Cash Equivalents - 7.1%

Fidelity Cash Central Fund, 6.53% (b)

1,179,797,478

1,179,797,478

Fidelity Securities Lending Cash
Central Fund, 6.61% (b)

49,343,025

49,343,025

TOTAL CASH EQUIVALENTS

(Cost $1,229,140,503)

1,229,140,503

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $14,596,621,721)

17,414,243,192

NET OTHER ASSETS - 0.0%

7,172,807

NET ASSETS - 100%

$ 17,421,415,999

Legend

(a) Non-income producing

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Chorum Technologies Series E

9/19/00

$ 1,528,257

Geneva Proteomics

7/7/00

$ 4,543,000

TeraBeam Networks

4/7/00

$ 228,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $19,867,696,644 and $19,293,131,390, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $1,006,920 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $6,299,257 or 0% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $47,139,842. The fund received cash collateral of $49,343,025 which was invested in cash equivalents.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which loans were outstanding amounted to $21,215,000. The weighted average interest rate was 5.92%.

Transactions during the period with companies which were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Coflexip SA sponsored ADR

$ -

$ -

$ -

$ -

Digex, Inc.
Class A

313,744

1,258,366

-

-

TOTALS

$ 313,744

$ 1,258,366

$ -

$ -

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $14,732,855,235. Net unrealized appreciation aggregated $2,681,387,957, of which $4,315,716,538 related to appreciated investment securities and $1,634,328,581 related to depreciated investment securities.

The fund hereby designates approximately $1,064,142,000 as a capital gain dividend for the purpose of the dividend paid deduction.

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

Growth Portfolio

Fidelity Variable Insurance Products: Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $14,596,621,721) -
See accompanying schedule

$ 17,414,243,192

Cash

579,981

Receivable for investments sold

60,781,190

Receivable for fund shares sold

16,059,818

Dividends receivable

13,065,643

Interest receivable

6,205,603

Other receivables

1,789,537

Total assets

17,512,724,964

Liabilities

Payable for investments purchased

$ 7,202,495

Payable for fund shares redeemed

25,366,360

Accrued management fee

8,491,870

Distribution fees payable

163,936

Other payables and
accrued expenses

741,279

Collateral on securities loaned,
at value

49,343,025

Total liabilities

91,308,965

Net Assets

$ 17,421,415,999

Net Assets consist of:

Paid in capital

$ 13,632,569,041

Undistributed net investment income

10,649,233

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

960,548,930

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

2,817,648,795

Net Assets

$ 17,421,415,999

Initial Class:
Net Asset Value, offering price
and redemption price per share ($15,517,270,951
÷ 355,435,316 shares)

$43.66

Service Class:
Net Asset Value, offering price
and redemption price per share ($1,847,050,533
÷
42,452,436 shares)

$43.51

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($57,094,515
÷
1,314,551 shares)

$43.43

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 111,252,420

Interest

23,424,624

Security lending

1,785,263

Total income

136,462,307

Expenses

Management fee

$ 111,035,651

Transfer agent fees

12,601,523

Distribution fees

1,621,018

Accounting and security
lending fees

1,291,020

Non-interested
trustees' compensation

95,118

Custodian fees and expenses

634,529

Registration fees

89,572

Audit

86,356

Legal

121,669

Interest

6,948

Miscellaneous

610,902

Total expenses before reductions

128,194,306

Expense reductions

(2,877,933)

125,316,373

Net investment income

11,145,934

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including
realized loss of $353,579
on sales of investments in
affiliated issuers)

1,012,363,081

Foreign currency transactions

235,229

1,012,598,310

Change in net unrealized appreciation (depreciation) on:

Investment securities

(3,219,397,720)

Assets and liabilities in
foreign currencies

7,627

(3,219,390,093)

Net gain (loss)

(2,206,791,783)

Net increase (decrease)
in net assets resulting
from operations

$ (2,195,645,849)

Other Information

Expense reductions
Directed brokerage
arrangements

$ 2,866,891

Custodian credits

11,042

$ 2,877,933

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

Annual Report

Fidelity Variable Insurance Products: Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 11,145,934

$ 19,639,750

Net realized gain (loss)

1,012,598,310

2,028,922,212

Change in net unrealized appreciation (depreciation)

(3,219,390,093)

2,640,487,583

Net increase (decrease) in net assets resulting from operations

(2,195,645,849)

4,689,049,545

Distributions to shareholders
From net investment income

(20,008,543)

(20,716,861)

From net realized gain

(2,010,393,014)

(1,302,572,634)

Total distributions

(2,030,401,557)

(1,323,289,495)

Share transactions - net increase (decrease)

3,588,722,111

3,313,015,561

Total increase (decrease) in net assets

(637,325,295)

6,678,775,611

Net Assets

Beginning of period

18,058,741,294

11,379,965,683

End of period (including undistributed net investment income of $10,649,233 and $18,773,383, respectively)

$ 17,421,415,999

$ 18,058,741,294

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

60,790,422

$ 3,083,045,212

82,051,942

$ 3,738,420,624

Reinvested

38,128,847

1,912,161,690

31,299,165

1,303,923,236

Redeemed

(55,558,216)

(2,766,549,803)

(51,848,071)

(2,361,030,389)

Net increase (decrease)

43,361,053

$ 2,228,657,099

61,503,036

$ 2,681,313,471

Service Class
Sold

25,312,442

$ 1,274,031,890

14,009,513

$ 648,480,975

Reinvested

2,363,626

118,228,594

465,535

19,366,259

Redeemed

(1,943,579)

(95,706,253)

(792,556)

(36,145,144)

Net increase (decrease)

25,732,489

$ 1,296,554,231

13,682,492

$ 631,702,090

Service Class 2 A
Sold

1,360,003

$ 65,671,999

Reinvested

225

11,273

Redeemed

(45,677)

(2,172,491)

Net increase (decrease)

1,314,551

$ 63,510,781

Distributions
From net investment income
Initial Class

$ 19,026,484

$ 20,413,671

Service Class

981,965

303,190

Service Class 2 A

94

-

Total

$ 20,008,543

$ 20,716,861

From net realized gain
Initial Class

$ 1,893,135,205

$ 1,283,509,565

Service Class

117,246,629

19,063,069

Service Class 2 A

11,180

-

Total

$ 2,010,393,014

$ 1,302,572,634

$ 2,030,401,557

$ 1,323,289,495

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

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

Growth Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 54.93

$ 44.87

$ 37.10

$ 31.14

$ 29.20

Income from Investment Operations

Net investment income

.03 E

.07 E

.08 E

.20 E

.22

Net realized and unrealized gain (loss)

(5.27)

15.10

12.85

6.91

3.82

Total from investment operations

(5.24)

15.17

12.93

7.11

4.04

Less Distributions

From net investment income

(.06)

(.08)

(.19)

(.21)

(.08)

From net realized gain

(5.97)

(5.03)

(4.97)

(.94)

(2.02)

Total distributions

(6.03)

(5.11)

(5.16)

(1.15)

(2.10)

Net asset value, end of period

$ 43.66

$ 54.93

$ 44.87

$ 37.10

$ 31.14

Total Return B, C

(10.96)%

37.44%

39.49%

23.48%

14.71%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 15,517,271

$ 17,142,411

$ 11,243,824

$ 7,727,132

$ 6,086,424

Ratio of expenses to average net assets

.65%

.66%

.68%

.69%

.69%

Ratio of expenses to average net assets after
expense reductions

.64% F

.65% F

.66% F

.67% F

.67% F

Ratio of net investment income to average net assets

.07%

.14%

.21%

.58%

.81%

Portfolio turnover rate

103%

84%

123%

113%

81%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 D

Selected Per-Share Data

Net asset value, beginning of period

$ 54.80

$ 44.82

$ 37.09

$ 36.92

Income from Investment Operations

Net investment income (loss) E

(.02)

.02

.06

.03

Net realized and unrealized gain (loss)

(5.25)

15.07

12.83

.14

Total from investment operations

(5.27)

15.09

12.89

.17

Less Distributions

From net investment income

(.05)

(.08)

(.19)

-

From net realized gain

(5.97)

(5.03)

(4.97)

-

Total distributions

(6.02)

(5.11)

(5.16)

-

Net asset value, end of period

$ 43.51

$ 54.80

$ 44.82

$ 37.09

Total Return B, C

(11.05)%

37.29%

39.38%

.46%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,847,051

$ 916,330

$ 136,142

$ 2,015

Ratio of expenses to average net assets

.76%

.77%

.80%

.79% A

Ratio of expenses to average net assets after expense reductions

.74% F

.75% F

.75% F

.77% A, F

Ratio of net investment income (loss) to average net assets

(.04)%

.04%

.15%

.70% A

Portfolio turnover rate

103%

84%

123%

113%

A Annualized

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 53.40

Income from Investment Operations

Net investment income (loss) E

(.09)

Net realized and unrealized gain (loss)

(3.86)

Total from investment operations

(3.95)

Less Distributions

From net investment income

(.05)

From net realized gain

(5.97)

Total distributions

(6.02)

Net asset value, end of period

$ 43.43

Total Return B, C

(8.88)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 57,095

Ratio of expenses to average net assets

.91% A

Ratio of expenses to average net assets after expense reductions

.90% A, F

Ratio of net investment income (loss) to average net assets

(.19)% A

Portfolio turnover rate

103%

A Annualized

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

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

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

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

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

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

Growth Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Life of
fund

Fidelity® VIP: Growth & Income - Initial Class

-3.62%

15.10%

S&P 500 ®

-9.10%

16.66%

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

You can compare the fund's returns to the performance of the Standard & Poor's 500SM  Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 31, 1996.

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


Understanding Performance

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

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth & Income Portfolio - Initial Class on December 31, 1996, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $17,561 - a 75.61% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $18,539 - an 85.39% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Fannie Mae

6.7

Freddie Mac

5.9

Exxon Mobil Corp.

4.8

General Electric Co.

3.7

Philip Morris Companies, Inc.

3.5

24.6

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

19.0

Technology

11.4

Health

9.1

Utilities

7.8

Media & Leisure

7.3

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks and
Equity Futures 90.0%

Short-Term
Investments and
Net Other Assets 10.0%



* Foreign investments 2.6%

Annual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Louis Salemy, Portfolio
Manager of Growth
& Income Portfolio

Q. How did the fund perform, Louis?

A. For the 12 months that ended December 31, 2000, the fund had a negative return but finished well ahead of the Standard & Poor's 500 Index, which returned -9.10%.

Q. Why did the fund beat the index?

A. Two factors were instrumental in enabling the fund to outperform the index. A sizable overweighting in the finance sector - primarily consisting of two positions that I'll mention shortly - contributed substantially to relative performance. The finance sector was a good place to be, as investors fled growth stocks and looked for shares offering more reliable earnings growth in a slowing economy. Another positive influence on the fund was a substantial underweighting in the technology sector, which plummeted during the final four months of the period due to sharply lower earnings forecasts. The fund had been underweighted in technology as the period began, but when the economy looked like it was about to fall off a cliff in the late summer, I aggressively reduced the allocation even further.

Q. Where did you invest the money you withdrew from the technology sector?

A. Some of it went into new positions in newspaper stocks. I used the rest to beef up a variety of existing positions.

Q. What stocks did well for the fund?

A. Government-sponsored mortgage companies Fannie Mae and Freddie Mac were two of the fund's best performers. Finance stocks typically do well when interest rates are stable or gently falling - the kind of environment that was widely anticipated since the Federal Reserve Board's last interest-rate hike in May. In addition, investors became more enthusiastic about Fannie and Freddie when Congress lost interest in an initiative that would have stripped the companies of the competitive advantages resulting from their status as government-sponsored enterprises. Cigarette maker Philip Morris also made the list of best-performing stocks. Although its stock had been depressed by smoking-related litigation, the company continued to hit its earnings estimates, and investors apparently decided that the remaining lawsuits would not cause significant damage. Another positive influence was the election of George W. Bush, which prompted speculation that the federal government might drop its lawsuit against the tobacco industry. In addition, investors had a positive reaction to Philip Morris' plans to spin off its food businesses. The reasoning was that such a move would make the value of the remaining business lines more apparent.

Q. What stocks failed to meet your expectations?

A. Microsoft was by far the biggest detractor from performance, even though I underweighted it throughout the period. The government's antitrust lawsuit took its toll on the stock during the first half of the period. In the second half, flagging demand for personal computers undermined sales of the company's Windows 2000 and Windows ME operating systems. I reduced the position but still owned Microsoft at the end of the period. Another lackluster performer was Cisco Systems, which remained one of the fund's 10 largest holdings throughout the period because of the favorable long-term growth prospects for the company's Internet infrastructure business. Consumer products giant Procter & Gamble also made the list of worst detractors, largely because of a plunging stock price in March, when the company lowered its earnings forecast amid a comprehensive restructuring effort.

Q. What's your outlook, Louis?

A. In the short term, I believe that the market will be subject to two conflicting influences. On the one hand, the Federal Reserve Board's return to a bias toward lowering interest rates, announced on December 19, sets the stage for the Fed to do what is necessary to keep the economy from going into a freefall. On the other hand, recent evidence indicates that the economy and corporate earnings are slowing much more rapidly than most investors anticipated several months ago. Now that it's in motion, that trend will not be easy to reverse. Therefore, my near-term outlook is cautious.

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


Fund Facts

Goal: seeks a high total return through a combination of current income and capital appreciation

Start date: December 31, 1996

Size: as of December 31, 2000, more than $1.2 billion

Manager: Louis Salemy, since 1998; joined Fidelity in 1992

3

Annual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 85.0%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.0%

Boeing Co.

96,000

$ 6,336,000

Honeywell International, Inc.

65,900

3,117,894

United Technologies Corp.

44,400

3,490,950

TOTAL AEROSPACE & DEFENSE

12,944,844

BASIC INDUSTRIES - 2.0%

Chemicals & Plastics - 1.1%

Avery Dennison Corp.

127,500

6,996,563

E.I. du Pont de Nemours and Co.

131,900

6,372,419

13,368,982

Packaging & Containers - 0.0%

Ball Corp.

771

35,514

Paper & Forest Products - 0.9%

Kimberly-Clark Corp.

88,500

6,256,065

Mead Corp.

177,900

5,581,613

11,837,678

TOTAL BASIC INDUSTRIES

25,242,174

CONSTRUCTION & REAL ESTATE - 1.5%

Real Estate Investment Trusts - 1.5%

Equity Office Properties Trust

274,500

8,955,563

Equity Residential Properties Trust (SBI)

165,500

9,154,219

18,109,782

DURABLES - 2.5%

Autos, Tires, & Accessories - 0.7%

Eaton Corp.

66,000

4,962,375

Ford Motor Co.

131,800

3,089,063

8,051,438

Consumer Durables - 0.6%

Minnesota Mining & Manufacturing Co.

62,000

7,471,000

Consumer Electronics - 1.2%

Gemstar-TV Guide International, Inc. (a)

111,600

5,147,550

General Motors Corp. Class H

436,700

10,044,100

15,191,650

TOTAL DURABLES

30,714,088

ENERGY - 6.2%

Oil & Gas - 6.2%

BP Amoco PLC sponsored ADR

106,962

5,120,806

Burlington Resources, Inc.

88,900

4,489,450

Chevron Corp.

88,000

7,430,500

Exxon Mobil Corp.

688,728

59,876,291

76,917,047

Shares

Value (Note 1)

FINANCE - 19.0%

Banks - 1.8%

Bank of New York Co., Inc.

192,000

$ 10,596,000

Mellon Financial Corp.

241,400

11,873,863

22,469,863

Credit & Other Finance - 0.9%

American Express Co.

204,600

11,240,213

Federal Sponsored Credit - 12.6%

Fannie Mae

955,900

82,924,317

Freddie Mac

1,063,032

73,216,329

156,140,646

Insurance - 2.0%

American International Group, Inc.

253,306

24,966,423

Securities Industry - 1.7%

Charles Schwab Corp.

203,150

5,764,381

Merrill Lynch & Co., Inc.

97,600

6,655,100

Morgan Stanley Dean Witter & Co.

105,200

8,337,100

20,756,581

TOTAL FINANCE

235,573,726

HEALTH - 9.1%

Drugs & Pharmaceuticals - 8.1%

Allergan, Inc.

94,400

9,139,100

American Home Products Corp.

44,400

2,821,620

Bristol-Myers Squibb Co.

549,300

40,613,869

Eli Lilly & Co.

197,800

18,407,763

Immunex Corp. (a)

88,500

3,595,313

Merck & Co., Inc.

161,600

15,129,800

Pfizer, Inc.

178,600

8,215,600

Schering-Plough Corp.

43,900

2,491,325

100,414,390

Medical Equipment & Supplies - 1.0%

Abbott Laboratories

253,400

12,274,063

TOTAL HEALTH

112,688,453

INDUSTRIAL MACHINERY & EQUIPMENT - 4.3%

Electrical Equipment - 3.7%

General Electric Co.

954,500

45,756,343

Industrial Machinery & Equipment - 0.6%

Caterpillar, Inc.

150,700

7,129,994

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

52,886,337

MEDIA & LEISURE - 7.3%

Broadcasting - 4.0%

Comcast Corp. Class A (special) (a)

127,900

5,339,825

EchoStar Communications Corp.
Class A (a)

725,600

16,507,400

Infinity Broadcasting Corp. Class A (a)

208,625

5,828,461

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Broadcasting - continued

Pegasus Communications Corp. (a)

617,800

$ 15,908,350

Univision Communications, Inc.
Class A (a)

133,000

5,444,688

49,028,724

Entertainment - 0.2%

Walt Disney Co.

91,400

2,644,888

Publishing - 2.8%

Gannett Co., Inc.

129,100

8,141,369

Knight-Ridder, Inc.

133,000

7,564,375

McGraw-Hill Companies, Inc.

198,200

11,619,475

The New York Times Co. Class A

177,700

7,119,106

34,444,325

Restaurants - 0.3%

McDonald's Corp.

111,200

3,780,800

TOTAL MEDIA & LEISURE

89,898,737

NONDURABLES - 6.5%

Beverages - 0.7%

The Coca-Cola Co.

137,000

8,348,438

Foods - 0.1%

PepsiCo, Inc.

31,100

1,541,394

Household Products - 2.2%

Colgate-Palmolive Co.

181,600

11,722,280

Gillette Co.

133,400

4,819,075

Procter & Gamble Co.

42,000

3,294,375

Unilever NV (NY Shares)

109,900

6,916,831

26,752,561

Tobacco - 3.5%

Philip Morris Companies, Inc.

980,360

43,135,840

TOTAL NONDURABLES

79,778,233

RETAIL & WHOLESALE - 4.3%

Drug Stores - 1.1%

Walgreen Co.

335,800

14,040,638

General Merchandise Stores - 2.3%

Wal-Mart Stores, Inc.

524,800

27,880,000

Retail & Wholesale, Miscellaneous - 0.9%

Home Depot, Inc.

256,700

11,727,981

TOTAL RETAIL & WHOLESALE

53,648,619

SERVICES - 1.4%

Advertising - 1.4%

Omnicom Group, Inc.

206,200

17,088,825

Shares

Value (Note 1)

TECHNOLOGY - 11.4%

Communications Equipment - 3.1%

CIENA Corp. (a)

16,600

$ 1,348,750

Cisco Systems, Inc. (a)

980,400

37,500,300

38,849,050

Computer Services & Software - 4.7%

Adobe Systems, Inc.

111,400

6,482,088

IMS Health, Inc.

619,300

16,721,100

Microsoft Corp. (a)

545,100

23,643,713

Oracle Corp. (a)

134,800

3,917,625

VeriSign, Inc. (a)

52,900

3,924,519

VERITAS Software Corp. (a)

40,200

3,517,500

58,206,545

Computers & Office Equipment - 3.2%

Dell Computer Corp. (a)

409,200

7,135,425

EMC Corp. (a)

99,100

6,590,150

Network Appliance, Inc. (a)

26,400

1,694,550

Pitney Bowes, Inc.

242,200

8,022,875

Sun Microsystems, Inc. (a)

572,000

15,944,500

39,387,500

Electronics - 0.4%

LSI Logic Corp. (a)

94,400

1,613,296

Texas Instruments, Inc.

71,400

3,382,575

4,995,871

TOTAL TECHNOLOGY

141,438,966

TRANSPORTATION - 0.7%

Railroads - 0.7%

Burlington Northern Santa Fe Corp.

290,500

8,224,781

UTILITIES - 7.8%

Cellular - 2.7%

Nextel Communications, Inc. Class A (a)

549,900

13,610,025

Vodafone Group PLC sponsored ADR

546,400

19,567,950

33,177,975

Electric Utility - 1.1%

IPALCO Enterprises, Inc.

309,100

7,476,356

Southern Energy, Inc.

228,400

6,466,575

13,942,931

Telephone Services - 4.0%

BellSouth Corp.

170,800

6,992,125

Qwest Communications
International, Inc. (a)

263,300

10,795,300

SBC Communications, Inc.

536,630

25,624,083

Sprint Corp. - FON Group

88,900

1,805,781

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Telephone Services - continued

WorldCom, Inc. (a)

1

$ 7

XO Communications, Inc. Class A (a)

212,100

3,778,031

48,995,327

TOTAL UTILITIES

96,116,233

TOTAL COMMON STOCKS

(Cost $968,425,385)

1,051,270,845

U.S. Treasury Obligations - 0.3%

Moody's Ratings (unaudited)

Principal Amount

U.S. Treasury Bills, yield at date of purchase 6.07% to 6.2% 1/11/01 (c)
(Cost $3,693,113)

-

$ 3,700,000

3,695,086

Cash Equivalents - 15.1%

Shares

Fidelity Cash Central Fund,
6.53% (b)
(Cost $187,497,116)

187,497,116

187,497,116

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $1,159,615,614)

1,242,463,047

NET OTHER ASSETS - (0.4)%

(5,051,226)

NET ASSETS - 100%

$ 1,237,411,821

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

185 S&P 500 Stock Index Contracts

March 2001

$ 61,745,750

$ (2,215,280)

The face value of futures purchased as a percentage of net assets - 5.0%

Legend

(a) Non-income producing

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

(c) Security 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 $3,695,086.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $796,822,805 and $934,046,412, respectively.

The market value of futures contracts opened and closed during the period amounted to $242,231,205 and $173,998,108, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $67,137 for the period.

The fund participated in the security lending program. At period end there were no loans outstanding.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $1,161,757,962. Net unrealized appreciation aggregated $80,705,085, of which $183,571,497 related to appreciated investment securities and $102,866,412 related to depreciated investment securities.

The fund hereby designates approximately $60,889,000 as a capital gain dividend for the purpose of the dividend paid deduction.

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

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $1,159,615,614) -
See accompanying schedule

$ 1,242,463,047

Receivable for fund shares sold

1,085,909

Dividends receivable

978,567

Interest receivable

1,115,238

Other receivables

11,911

Total assets

1,245,654,672

Liabilities

Payable for investments purchased

6,638,578

Payable for fund shares redeemed

153,336

Accrued management fee

490,258

Payable for daily variation on
futures contracts

841,750

Other payables and
accrued expenses

118,929

Total liabilities

8,242,851

Net Assets

$ 1,237,411,821

Net Assets consist of:

Paid in capital

$ 1,091,392,712

Undistributed net investment income

15,511,227

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

49,875,651

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

80,632,231

Net Assets

$ 1,237,411,821

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,011,393,038
÷
66,260,589 shares)

$15.26

Service Class:
Net Asset Value, offering price
and redemption price per share
($212,994,017
÷
14,023,621 shares)

$15.19

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($13,024,766
÷
858,782 shares)

$15.17

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 13,124,204

Interest

9,449,455

Security lending

88,053

Total income

22,661,712

Expenses

Management fee

$ 5,872,064

Transfer agent fees

806,310

Distribution fees

170,767

Accounting and security lending fees

299,770

Non-interested trustees' compensation

4,187

Custodian fees and expenses

22,326

Registration fees

10,070

Audit

27,471

Legal

16,193

Reports to shareholders

161,290

Miscellaneous

3,291

Total expenses before reductions

7,393,739

Expense reductions

(145,015)

7,248,724

Net investment income

15,412,988

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

55,785,089

Foreign currency transactions

9,035

Futures contracts

(4,272,067)

51,522,057

Change in net unrealized appreciation (depreciation) on:

Investment securities

(115,377,277)

Assets and liabilities in
foreign currencies

78

Futures contracts

(2,215,280)

(117,592,479)

Net gain (loss)

(66,070,422)

Net increase (decrease) in net assets resulting from operations

$ (50,657,434)

Other Information

Expense reductions
Directed brokerage arrangements

$ 144,800

Custodian credits

215

$ 145,015

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

Annual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 15,412,988

$ 14,349,137

Net realized gain (loss)

51,522,057

94,527,839

Change in net unrealized appreciation (depreciation)

(117,592,479)

5,576,047

Net increase (decrease) in net assets resulting from operations

(50,657,434)

114,453,023

Distributions to shareholders
From net investment income

(14,244,192)

(7,463,706)

From net realized gain

(92,962,107)

(14,927,412)

Total distributions

(107,206,299)

(22,391,118)

Share transactions - net increase (decrease)

40,278,821

102,753,346

Total increase (decrease) in net assets

(117,584,912)

194,815,251

Net Assets

Beginning of period

1,354,996,733

1,160,181,482

End of period (including undistributed net investment income of $15,511,227 and $14,353,340, respectively)

$ 1,237,411,821

$ 1,354,996,733

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

8,109,723

$ 126,150,301

16,149,212

$ 265,569,682

Reinvested

6,348,551

97,958,146

1,401,034

21,996,237

Redeemed

(20,994,145)

(328,655,829)

(15,445,916)

(257,900,936)

Net increase (decrease)

(6,535,871)

$ (104,547,382)

2,104,330

$ 29,664,983

Service Class
Sold

8,415,703

$ 130,655,851

4,435,269

$ 73,604,463

Reinvested

601,152

9,239,713

25,216

394,881

Redeemed

(538,927)

(8,390,790)

(55,277)

(910,981)

Net increase (decrease)

8,477,928

$ 131,504,774

4,405,208

$ 73,088,363

Service Class 2 A
Sold

904,808

$ 14,041,948

Reinvested

550

8,442

Redeemed

(46,576)

(728,961)

Net increase (decrease)

858,782

$ 13,321,429

Distributions
From net investment income

Initial Class

$ 13,015,416

$ 7,332,079

Service Class

1,227,654

131,627

Service Class 2 A

1,122

-

Total

$ 14,244,192

$ 7,463,706

From net realized gain

Initial Class

$ 84,942,728

$ 14,664,158

Service Class

8,012,059

263,254

Service Class 2 A

7,320

-

Total

$ 92,962,107

$ 14,927,412

$ 107,206,299

$ 22,391,118

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

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

Growth & Income Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996 H

Selected Per-Share Data

Net asset value, beginning of period

$ 17.30

$ 16.15

$ 12.53

$ 9.90

$ 10.00

Income from Investment Operations

Net investment income

.20 D

.18 D

.15 D

.13 D

.00

Net realized and unrealized gain (loss)

(.81)

1.27

3.54

2.84

(.10)

Total from investment operations

(.61)

1.45

3.69

2.97

(.10)

Less Distributions

From net investment income

(.19)

(.10)

-

(.08)

-

From net realized gain

(1.24)

(.20)

(.07)

(.26)

-

Total distributions

(1.43)

(.30)

(.07)

(.34)

-

Net asset value, end of period

$ 15.26

$ 17.30

$ 16.15

$ 12.53

$ 9.90

Total Return B, C

(3.62)%

9.17%

29.59%

30.09%

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,011,393

$ 1,259,396

$ 1,141,806

$ 345,287

$ 990

Ratio of expenses to average net assets

.58%

.60%

.61%

.70%

1.00% A, F

Ratio of expenses to average net assets after expense reductions

.57% G

.59% G

.60% G

.70%

1.00% A

Ratio of net investment income to average net assets

1.26%

1.08%

1.08%

1.14%

3.89% A

Portfolio turnover rate

72%

58%

66%

81%

0% A

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 17.24

$ 16.11

$ 12.53

$ 12.35

Income from Investment Operations

Net investment income D

.18

.16

.15

.03

Net realized and unrealized gain (loss)

(.80)

1.27

3.50

.49

Total from investment operations

(.62)

1.43

3.65

.52

Less Distributions

From net investment income

(.19)

(.10)

-

(.08)

From net realized gain

(1.24)

(.20)

(.07)

(.26)

Total distributions

(1.43)

(.30)

(.07)

(.34)

Net asset value, end of period

$ 15.19

$ 17.24

$ 16.11

$ 12.53

Total Return B, C

(3.69)%

9.06%

29.27%

4.29%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 212,994

$ 95,600

$ 18,375

$ 10

Ratio of expenses to average net assets

.69%

.70%

.71%

.80% A

Ratio of expenses to average net assets after expense reductions

.68% G

.69% G

.70% G

.80% A

Ratio of net investment income to average net assets

1.16%

.98%

1.05%

1.24% A

Portfolio turnover rate

72%

58%

66%

81%

A Annualized

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

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

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

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

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

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

H For the period December 31, 1996 (commencement of operations of Initial Class shares).

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

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 16.94

Income from Investment Operations

Net investment income D

.15

Net realized and unrealized gain (loss)

(.49)

Total from investment operations

(.34)

Less Distributions

From net investment income

(.19)

From net realized gain

(1.24)

Total distributions

(1.43)

Net asset value, end of period

$ 15.17

Total Return B, C

(2.11)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 13,025

Ratio of expenses to average net assets

.85% A

Ratio of expenses to average net assets after expense reductions

.84% A, E

Ratio of net investment income to average net assets

1.00% A

Portfolio turnover rate

72%

A Annualized

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

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

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

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

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

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

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity ® VIP: Growth Opportunities - Initial Class

-17.07%

10.62%

14.01%

S&P 500 ®

-9.10%

18.33%

21.35%

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

You can compare the fund's return to the performance of the Standard & Poor's 500SM  Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains if any.

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

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


Understanding Performance

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

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Initial Class on January 3, 1995, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $21,948 - a 119.48% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $31,921 - a 219.21% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

General Electric Co.

5.5

Fannie Mae

4.7

Freddie Mac

3.8

Bristol-Myers Squibb Co.

3.0

Schering-Plough Corp.

2.8

19.8

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Technology

19.3

Finance

18.7

Health

15.1

Industrial Machinery & Equipment

7.0

Energy

6.4

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks and
Equity Futures

93.4%

Short-Term
Investments and
Net Other Assets

6.6%



* Foreign investments

4.4%

Annual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Bettina Doulton, Portfolio Manager of Growth Opportunities Portfolio

Q. How did the fund perform during the past 12 months, Bettina?

A. During the 12-month period ending December 31, 2000, the fund underperformed the Standard & Poor's 500 Index, which returned -9.10% during that time frame.

Q. It was a difficult year for growth funds in general, and for this fund in particular. What was the primary reason for the fund's underperformance?

A. The fund's technology positioning had the most influence on both absolute and relative performance. Early in the period, before my tenure began, the fund's tech weighting was only half as large as the benchmark's. Given that technology stocks were driving the market to record highs, underweighting the sector was especially damaging to performance. After taking over the fund in February, I overweighted the portfolio's technology exposure to be more in line with the peer group. Unfortunately, just weeks after this repositioning, the tech sector began a severe correction that has since seen the NASDAQ Composite Index fall more than 50% from its high in March.

Q. What sparked the sell-off in the technology sector?

A. The Federal Reserve Board's interest-rate increases slowed the economy, reduced capital availability and caused a reduction in earnings growth - all especially negative for tech stocks, which were pricing in continued prosperity. Additionally, the severity and speed of the economic slowdown created excess inventory problems across many industries, including the semiconductor and optical equipment industries where the fund had heavy exposure.

Q. As the downturn in technology took hold, how did you attempt to limit the fund's losses?

A. Increasing the fund's holdings in non-technology industries - health care and nondurables, for instance - offered some diversification, and within technology I focused on companies with relatively good fundamentals and/or valuations. Business software maker Siebel Systems and optical networking equipment maker Ciena Corp. are two names that come to mind. Overweighting both positions relative to the index helped performance. Additionally, underweighting some of the larger-cap tech names that significantly underperformed, including Lucent, Yahoo! and Microsoft, was somewhat helpful on a relative basis, although these stocks hurt the fund's absolute returns. I sold the fund's position in Lucent by the end of the period.

Q. What strategies did you undertake in sectors outside of technology?

A. Typical of prior economic slowdowns, the relatively predictable growth rates of the health care and nondurables sectors provided a safe haven for investors. Therefore, I raised the fund's stake in the health sector from around 10% a year ago to more than 15% at the end of the period, which proved beneficial. Of sectors representing more than 2% of the fund, health care was the best contributor to performance, while Eli Lilly, Schering-Plough and Bristol-Myers Squibb were notable contributors on a stock selection basis. In addition, I moved some assets into the nondurables sector, increasing the fund's holdings in Coca-Cola, Gillette and Procter & Gamble. These moves generally helped performance.

Q. What stocks were particularly hurt by the poor market environment of the past year?

A. Given the horrendous performance of tech stocks, it's not surprising that several of the fund's worst absolute performers were from that sector, namely Microsoft, Cisco, Dell Computer, Texas Instruments and Intel. Retail stalwarts Wal-Mart and Home Depot also were detractors. While I think both are great companies, the implications of an economic slowdown were very damaging to their stocks.

Q. What's your outlook for the next few months, Bettina?

A. The market is in a difficult place right now, caught between the push/pull of expectations for lower interest rates going forward, versus the grim reality that earnings estimates may generally still need to come down for 2001. I think that's going to make for a very tough medium-term period. However, I do believe that the fund is well-positioned for this eventuality. If you look at my industry weightings exiting the period versus what they were for the year, I'm currently much more diversified and much more in line with the S&P. This less-aggressive posture should serve to limit relative underperformance if the negative momentum continues. In the meantime, I'll look to become more aggressive opportunistically through individual stock selection.

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


Fund Facts

Goal: to provide capital growth by investing primarily in common stocks

Start date: January 3, 1995

Size: as of December 31, 2000, more than $1.3 billion

Manager: Bettina Doulton, since February 2000; joined Fidelity in 1986

3

Annual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 88.3%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.2%

Boeing Co.

135,300

$ 8,929,800

Rockwell International Corp.

38,000

1,809,750

Textron, Inc.

112,700

5,240,550

TOTAL AEROSPACE & DEFENSE

15,980,100

BASIC INDUSTRIES - 2.6%

Chemicals & Plastics - 1.8%

Avery Dennison Corp.

14,600

801,175

Dow Chemical Co.

185,000

6,775,625

E.I. du Pont de Nemours and Co.

36,000

1,739,250

Pharmacia Corp.

58,200

3,550,200

Praxair, Inc.

187,300

8,311,438

Rohm & Haas Co.

74,120

2,691,483

23,869,171

Metals & Mining - 0.2%

Alcoa, Inc.

47,100

1,577,850

Phelps Dodge Corp.

18,200

1,015,788

2,593,638

Paper & Forest Products - 0.6%

Georgia-Pacific Group

18,200

566,475

International Paper Co.

40,200

1,640,663

Kimberly-Clark Corp.

36,400

2,573,116

Mead Corp.

14,400

451,800

Weyerhaeuser Co.

54,800

2,781,100

8,013,154

TOTAL BASIC INDUSTRIES

34,475,963

CONSTRUCTION & REAL ESTATE - 0.2%

Building Materials - 0.2%

Masco Corp.

117,700

3,023,419

DURABLES - 0.6%

Consumer Electronics - 0.2%

Black & Decker Corp.

62,800

2,464,900

Textiles & Apparel - 0.4%

NIKE, Inc. Class B

104,700

5,843,569

TOTAL DURABLES

8,308,469

ENERGY - 6.4%

Energy Services - 1.4%

Baker Hughes, Inc.

36,700

1,525,344

Halliburton Co.

264,800

9,599,000

Schlumberger Ltd. (NY Shares)

90,500

7,234,344

18,358,688

Oil & Gas - 5.0%

BP Amoco PLC sponsored ADR

210,490

10,077,209

Burlington Resources, Inc.

78,700

3,974,350

Conoco, Inc. Class B

58,300

1,687,056

Shares

Value (Note 1)

Cooper Cameron Corp. (a)

64,500

$ 4,261,031

Exxon Mobil Corp.

359,500

31,254,031

Royal Dutch Petroleum Co. (NY Shares)

121,900

7,382,569

TotalFinaElf SA:

Class B

6,153

894,492

sponsored ADR

94,405

6,862,063

66,392,801

TOTAL ENERGY

84,751,489

FINANCE - 18.7%

Banks - 2.7%

Bank of America Corp.

169,300

7,766,638

Bank One Corp.

142,000

5,200,750

Chase Manhattan Corp.

329,100

14,953,481

Mellon Financial Corp.

14,600

718,138

PNC Financial Services Group, Inc.

50,300

3,675,044

SunTrust Banks, Inc.

7,300

459,900

Wachovia Corp.

19,600

1,139,250

Wells Fargo & Co.

36,400

2,027,025

35,940,226

Credit & Other Finance - 2.4%

American Express Co.

184,600

10,141,463

Citigroup, Inc.

429,000

21,905,813

32,047,276

Federal Sponsored Credit - 8.5%

Fannie Mae

716,500

62,156,375

Freddie Mac

733,500

50,519,813

112,676,188

Insurance - 2.5%

American International Group, Inc.

239,862

23,641,398

Hartford Financial Services Group, Inc.

46,600

3,291,125

The Chubb Corp.

59,800

5,172,700

32,105,223

Securities Industry - 2.6%

Charles Schwab Corp.

143,800

4,080,325

Daiwa Securities Group, Inc.

72,000

751,036

Goldman Sachs Group, Inc.

28,800

3,079,800

Merrill Lynch & Co., Inc.

214,800

14,646,675

Morgan Stanley Dean Witter & Co.

150,100

11,895,425

34,453,261

TOTAL FINANCE

247,222,174

HEALTH - 15.1%

Drugs & Pharmaceuticals - 12.9%

Allergan, Inc.

1,800

174,263

American Home Products Corp.

46,000

2,923,300

Bristol-Myers Squibb Co.

542,800

40,133,275

Eli Lilly & Co.

275,600

25,648,025

Immunex Corp. (a)

257,690

10,468,656

Merck & Co., Inc.

255,200

23,893,100

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Drugs & Pharmaceuticals - continued

Pfizer, Inc.

549,893

$ 25,295,078

Schering-Plough Corp.

650,600

36,921,550

Sepracor, Inc. (a)

32,400

2,596,050

Serono SA sponsored ADR (a)

112,900

2,702,544

170,755,841

Medical Equipment & Supplies - 2.2%

Abbott Laboratories

115,200

5,580,000

AmeriSource Health Corp. Class A (a)

16,497

833,099

Baxter International, Inc.

15,900

1,404,169

Cardinal Health, Inc.

102,270

10,188,649

Guidant Corp. (a)

112,800

6,084,150

Johnson & Johnson

21,300

2,237,831

McKesson HBOC, Inc.

70,300

2,523,067

28,850,965

TOTAL HEALTH

199,606,806

INDUSTRIAL MACHINERY & EQUIPMENT - 7.0%

Electrical Equipment - 5.6%

Emerson Electric Co.

14,600

1,150,663

General Electric Co.

1,510,800

72,423,960

Scientific-Atlanta, Inc.

14,200

462,388

74,037,011

Industrial Machinery & Equipment - 1.4%

Deere & Co.

55,000

2,519,688

Ingersoll-Rand Co.

24,200

1,013,375

Tyco International Ltd.

281,400

15,617,700

19,150,763

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

93,187,774

MEDIA & LEISURE - 5.3%

Broadcasting - 2.7%

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

384,244

5,211,309

Charter Communications, Inc. Class A (a)

167,700

3,804,694

Clear Channel Communications, Inc. (a)

167,600

8,118,125

Comcast Corp. Class A (special) (a)

73,200

3,056,100

Cox Communications, Inc. Class A (a)

78,213

3,641,793

Infinity Broadcasting Corp. Class A (a)

23,400

653,738

Time Warner, Inc.

73,000

3,813,520

Univision Communications, Inc.
Class A (a)

186,500

7,634,844

35,934,123

Entertainment - 1.8%

Fox Entertainment Group, Inc. Class A (a)

325,500

5,818,313

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

331,868

15,514,829

Walt Disney Co.

99,200

2,870,600

24,203,742

Shares

Value (Note 1)

Publishing - 0.3%

McGraw-Hill Companies, Inc.

72,100

$ 4,226,863

Restaurants - 0.5%

McDonald's Corp.

184,100

6,259,400

TOTAL MEDIA & LEISURE

70,624,128

NONDURABLES - 3.8%

Beverages - 1.4%

The Coca-Cola Co.

306,300

18,665,156

Household Products - 1.9%

Clorox Co.

14,300

507,650

Colgate-Palmolive Co.

75,700

4,886,435

Gillette Co.

238,400

8,612,200

Procter & Gamble Co.

134,920

10,582,788

24,589,073

Tobacco - 0.5%

Philip Morris Companies, Inc.

163,720

7,203,680

TOTAL NONDURABLES

50,457,909

RETAIL & WHOLESALE - 2.9%

Apparel Stores - 0.1%

Gap, Inc.

47,500

1,211,250

Drug Stores - 0.3%

CVS Corp.

18,200

1,090,863

Walgreen Co.

70,400

2,943,600

4,034,463

General Merchandise Stores - 1.6%

Wal-Mart Stores, Inc.

394,000

20,931,250

Grocery Stores - 0.1%

Safeway, Inc. (a)

18,200

1,137,500

Retail & Wholesale, Miscellaneous - 0.8%

Best Buy Co., Inc. (a)

21,600

638,550

Home Depot, Inc.

230,100

10,512,694

11,151,244

TOTAL RETAIL & WHOLESALE

38,465,707

SERVICES - 0.1%

Dun & Bradstreet Corp. (a)

21,450

555,019

TECHNOLOGY - 19.3%

Communications Equipment - 4.2%

CIENA Corp. (a)

100,300

8,149,375

Cisco Systems, Inc. (a)

810,060

30,984,795

Corvis Corp.

40,100

954,881

Nokia AB sponsored ADR

282,010

12,267,435

Nortel Networks Corp.

104,200

3,340,913

55,697,399

Computer Services & Software - 7.3%

Adobe Systems, Inc.

77,000

4,480,438

America Online, Inc. (a)

131,700

4,583,160

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Computer Services & Software - continued

Ariba, Inc. (a)

79,200

$ 4,247,100

Automatic Data Processing, Inc.

100,100

6,337,581

BEA Systems, Inc. (a)

102,300

6,886,069

BMC Software, Inc. (a)

21,900

306,600

Cadence Design Systems, Inc. (a)

116,200

3,195,500

Computer Associates International, Inc.

40,800

795,600

Electronic Data Systems Corp.

51,000

2,945,250

Interwoven, Inc. (a)

29,900

1,971,531

Microsoft Corp. (a)

552,600

23,969,025

Openwave Systems, Inc. (a)

6,800

325,975

Oracle Corp. (a)

669,400

19,454,438

PeopleSoft, Inc. (a)

128,400

4,774,875

Redback Networks, Inc. (a)

18,100

742,100

Siebel Systems, Inc. (a)

44,300

2,995,788

Sonus Networks, Inc.

37,300

941,825

VeriSign, Inc. (a)

17,037

1,263,932

VERITAS Software Corp. (a)

52,500

4,593,750

Yahoo!, Inc. (a)

62,000

1,863,875

96,674,412

Computers & Office Equipment - 4.2%

Compaq Computer Corp.

193,000

2,904,650

Dell Computer Corp. (a)

355,900

6,206,006

EMC Corp. (a)

183,256

12,186,524

Extreme Networks, Inc. (a)

18,000

704,250

Juniper Networks, Inc. (a)

29,400

3,706,238

Network Appliance, Inc. (a)

146,700

9,416,306

Sun Microsystems, Inc. (a)

715,600

19,947,350

55,071,324

Electronic Instruments - 0.6%

Agilent Technologies, Inc. (a)

15

821

Applied Materials, Inc. (a)

60,200

2,298,888

KLA-Tencor Corp. (a)

78,300

2,637,731

LAM Research Corp. (a)

223,700

3,243,650

8,181,090

Electronics - 3.0%

Analog Devices, Inc. (a)

138,200

7,074,113

Broadcom Corp. Class A (a)

7,300

613,200

Intel Corp.

344,300

10,350,519

JDS Uniphase Corp. (a)

37,300

1,554,944

National Semiconductor Corp. (a)

170,500

3,431,313

Shares

Value (Note 1)

Texas Instruments, Inc.

304,200

$ 14,411,475

Xilinx, Inc. (a)

58,100

2,679,863

40,115,427

TOTAL TECHNOLOGY

255,739,652

TRANSPORTATION - 0.4%

Air Transportation - 0.1%

Southwest Airlines Co.

31,500

1,056,195

Railroads - 0.3%

Burlington Northern Santa Fe Corp.

6,200

175,538

Union Pacific Corp.

72,740

3,691,555

3,867,093

TOTAL TRANSPORTATION

4,923,288

UTILITIES - 4.7%

Cellular - 0.7%

China Mobile (Hong Kong) Ltd. sponsored ADR (a)

108,100

2,932,213

Nextel Communications, Inc. Class A (a)

172,300

4,264,425

Sprint Corp. - PCS Group Series 1 (a)

48,810

997,554

Vodafone Group PLC

122,991

440,462

8,634,654

Electric Utility - 0.6%

AES Corp. (a)

131,400

7,276,275

Telephone Services - 3.4%

BellSouth Corp.

232,400

9,513,875

Global Crossing Ltd. (a)

146,200

2,092,489

Qwest Communications
International, Inc. (a)

224,787

9,216,267

SBC Communications, Inc.

364,060

17,383,865

Sprint Corp. - FON Group

119,600

2,429,375

Verizon Communications

98,500

4,937,313

45,573,184

TOTAL UTILITIES

61,484,113

TOTAL COMMON STOCKS

(Cost $1,048,583,367)

1,168,806,010

Convertible Bonds - 0.0%

Moody's Ratings (unaudited)

Principal Amount

TECHNOLOGY - 0.0%

Computer Services & Software - 0.0%

Cyras Systems, Inc. 4.5% 8/15/05 (c)
(Cost $380,000)

-

$ 380,000

444,600

U.S. Treasury Obligations - 0.3%

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

U.S. Treasury Bills, yield at date of purchase 6% to 6.08% 3/1/01 (d)
(Cost $4,059,274)

-

$ 4,100,000

$ 4,062,280

Cash Equivalents - 11.1%

Shares

Fidelity Cash Central Fund,
6.53% (b)
(Cost $146,072,696)

146,072,696

146,072,696

TOTAL INVESTMENT PORTFOLIO - 99.7%

(Cost $1,199,095,337)

1,319,385,586

NET OTHER ASSETS - 0.3%

4,276,216

NET ASSETS - 100%

$ 1,323,661,802

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

204 S&P 500 Stock Index Contracts

March 2001

$ 68,085,000

$ (2,539,863)

The face value of futures purchased as a percentage of net assets - 5.1%

Legend

(a) Non-income producing

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $444,600 or 0.0% of net assets.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $4,062,280.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,740,994,911 and $2,125,572,550, respectively, of which long-term U.S. government and government agency obligations aggregated $0 and $110,516,388, respectively.

The market value of futures contracts opened and closed during the period amounted to $142,071,609 and $72,325,477, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $83,202 for the period.

The fund participated in the security lending program. At period end there were no loans outstanding.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $1,205,621,153. Net unrealized appreciation aggregated $113,764,433, of which $244,999,700 related to appreciated investment securities and $131,235,267 related to depreciated investment securities.

The fund hereby designates approximately $110,900,000 as a capital gain dividend for the purpose of the dividend paid deduction.

At December 31, 2000, the fund had a capital loss carryforward of approximately $30,538,000 all of which will expire on December 31, 2008.

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

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $1,199,095,337) -
See accompanying schedule

$ 1,319,385,586

Cash

133,713

Receivable for investments sold

109,717

Receivable for fund shares sold

5,276,600

Dividends receivable

740,883

Interest receivable

755,505

Other receivables

1,693

Total assets

1,326,403,697

Liabilities

Payable for fund shares redeemed

$ 1,054,551

Accrued management fee

643,314

Distribution fees payable

34,043

Payable for daily variation on
futures contracts

928,200

Other payables and
accrued expenses

81,787

Total liabilities

2,741,895

Net Assets

$ 1,323,661,802

Net Assets consist of:

Paid in capital

$ 1,239,453,363

Undistributed net investment income

3,904,996

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

(37,466,142)

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

117,769,585

Net Assets

$ 1,323,661,802

Initial Class:
Net Asset Value, offering price
and redemption price per share
($951,874,726
÷ 53,661,940
shares)

$17.74

Service Class:
Net Asset Value, offering price
and redemption price per share
($345,960,075
÷ 19,538,882
shares)

$17.71

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($25,827,001
÷ 1,460,885
shares)

$17.68

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 9,638,533

Interest

5,533,290

Security lending

48,205

Total income

15,220,028

Expenses

Management fee

$ 8,986,436

Transfer agent fees

1,011,129

Distribution fees

375,299

Accounting and security lending fees

351,642

Non-interested trustees' compensation

5,366

Custodian fees and expenses

71,563

Registration fees

956

Audit

34,920

Legal

20,975

Reports to shareholders

200,470

Miscellaneous

4,343

Total expenses before reductions

11,063,099

Expense reductions

(368,954)

10,694,145

Net investment income

4,525,883

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(33,324,763)

Foreign currency transactions

(29,652)

Futures contracts

878,731

(32,475,684)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(256,626,898)

Assets and liabilities in
foreign currencies

22,133

Futures contracts

(2,539,863)

(259,144,628)

Net gain (loss)

(291,620,312)

Net increase (decrease) in net assets resulting from operations

$ (287,094,429)

Other Information

Expense reductions
Directed brokerage arrangements

$ 359,793

Custodian credits

9,161

$ 368,954

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

Annual Report

Variable Insurance Products: Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 4,525,883

$ 21,853,752

Net realized gain (loss)

(32,475,684)

109,839,194

Change in net unrealized appreciation (depreciation)

(259,144,628)

(54,923,099)

Net increase (decrease) in net assets resulting from operations

(287,094,429)

76,769,847

Distributions to shareholders
From net investment income

(22,196,821)

(17,518,652)

From net realized gain

(110,899,964)

(32,887,198)

Total distributions

(133,096,785)

(50,405,850)

Share transactions - net increase (decrease)

(142,511,511)

140,493,459

Total increase (decrease) in net assets

(562,702,725)

166,857,456

Net Assets

Beginning of period

1,886,364,527

1,719,507,071

End of period (including undistributed net investment income of $3,904,996 and $21,419,780, respectively)

$ 1,323,661,802

$ 1,886,364,527

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

13,001,624

$ 264,392,501

14,140,894

$ 318,792,928

Reinvested

5,190,172

107,280,841

2,116,413

45,714,518

Redeemed

(31,115,720)

(637,099,314)

(18,293,067)

(412,962,598)

Net increase (decrease)

(12,923,924)

$ (265,425,972)

(2,035,760)

$ (48,455,152)

Service Class
Sold

6,103,794

$ 124,023,915

9,385,140

$ 211,858,592

Reinvested

1,249,806

25,808,497

217,292

4,691,331

Redeemed

(2,725,190)

(55,547,216)

(1,230,823)

(27,601,312)

Net increase (decrease)

4,628,410

$ 94,285,196

8,371,609

$ 188,948,611

Service Class 2 A
Sold

1,534,357

$ 30,073,097

Reinvested

361

7,444

Redeemed

(73,833)

(1,451,276)

Net increase (decrease)

1,460,885

$ 28,629,265

Distributions
From net investment income
Initial Class

$ 17,993,920

$ 15,930,817

Service Class

4,201,689

1,587,835

Service Class 2 A

1,212

-

Total

$ 22,196,821

$ 17,518,652

From net realized gain
Initial Class

$ 89,286,924

$ 29,783,702

Service Class

21,606,808

3,103,496

Service Class 2 A

6,232

-

Total

$ 110,899,964

$ 32,887,198

$ 133,096,785

$ 50,405,850

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

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

Growth Opportunities Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 23.15

$ 22.88

$ 19.27

$ 15.40

$ 13.07

Income from Investment Operations

Net investment income

.06 D

.27 D

.26 D

.29 D

.26

Net realized and unrealized gain (loss)

(3.77)

.66

4.29

4.18

2.12

Total from investment operations

(3.71)

.93

4.55

4.47

2.38

Less Distributions

From net investment income

(.29) G

(.23)

(.21)

(.25)

-

From net realized gain

(1.41) G

(.43)

(.73)

(.35)

(.05)

Total distributions

(1.70)

(.66)

(.94)

(.60)

(.05)

Net asset value, end of period

$ 17.74

$ 23.15

$ 22.88

$ 19.27

$ 15.40

Total Return B, C

(17.07)%

4.27%

24.61%

29.95%

18.27%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 951,875

$ 1,541,587

$ 1,570,011

$ 1,025,766

$ 383,085

Ratio of expenses to average net assets

.68%

.69%

.71%

.74%

.77%

Ratio of expenses to average net assets after expense reductions

.66% F

.68% F

.70% F

.73% F

.76% F

Ratio of net investment income to average net assets

.31%

1.20%

1.27%

1.68%

2.29%

Portfolio turnover rate

117%

42%

29%

26%

28%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 23.12

$ 22.86

$ 19.27

$ 18.50

Income from Investment Operations

Net investment income D

.04

.25

.23

.04

Net realized and unrealized gain (loss)

(3.76)

.66

4.30

.73

Total from investment operations

(3.72)

.91

4.53

.77

Less Distributions

From net investment income

(.28) G

(.22)

(.21)

-

From net realized gain

(1.41) G

(.43)

(.73)

-

Total distributions

(1.69)

(.65)

(.94)

-

Net asset value, end of period

$ 17.71

$ 23.12

$ 22.86

$ 19.27

Total Return B, C

(17.13)%

4.18%

24.51%

4.16%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 345,960

$ 344,778

$ 149,496

$ 2,589

Ratio of expenses to average net assets

.79%

.79%

.80%

.84% A

Ratio of expenses to average net assets after expense reductions

.76% F

.78% F

.79% F

.83% A, F

Ratio of net investment income to average net assets

.21%

1.09%

1.16%

1.72% A

Portfolio turnover rate

117%

42%

29%

26%

A Annualized

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

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 22.70

Income from Investment Operations

Net investment income E

.01

Net realized and unrealized gain (loss)

(3.34)

Total from investment operations

(3.33)

Less Distributions

From net investment income

(.28) G

From net realized gain

(1.41) G

Total distributions

(1.69)

Net asset value, end of period

$ 17.68

Total Return B, C

(15.74)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 25,827

Ratio of expenses to average net assets

.95% A

Ratio of expenses to average net assets after expense reductions

.93% A, F

Ratio of net investment income to average net assets

.04% A

Portfolio turnover rate

117%

A Annualized

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

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

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

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

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

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

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

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: High Income Portfolio - Initial Class
Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: High Income -
Initial Class

-22.54%

1.48%

9.86%

ML High Yield Master II

-5.12%

4.76%

11.12%

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

You can compare the fund's returns to the performance of the Merrill Lynch High Yield Master II Index - a market value-weighted index of all domestic and yankee high-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3, but are not in default. This benchmark includes reinvested dividends and capital gains, if any.

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

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

The fund includes high yielding, lower-rated securities which are subject to greater price volatility and may involve greater risk of default. The market for these securities may be less liquid.


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: High Income Portfolio - Initial Class on December 31, 1990. As the chart shows, by December 31, 2000, the value of the investment would have grown to $25,600 - a 156.00% increase on the initial investment. For comparison, look at how the Merrill Lynch High Yield Master II Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $28,697 - a 186.97% increase.

Investment Summary

Top Five Holdings as of December 31, 2000

(by issuer, excluding cash equivalents)

% of fund's
net assets

Nextel Communications, Inc.

5.3

XO Communications, Inc.

4.2

Allied Waste North America, Inc.

2.5

CSC Holdings, Inc.

2.5

EchoStar Communications Corp.

2.2

16.7

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Utilities

31.9

Media & Leisure

25.6

Basic Industries

7.5

Energy

4.9

Technology

4.9

Quality Diversification as of December 31, 2000

(Moody's Ratings)

% of fund's
investments

Aaa, Aa, A

0.0

Baa

0.0

Ba

8.3

B

46.6

Caa, Ca, C

13.8

Not Rated

3.3

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Unrated debt securities that are equivalent to Ba and below at December 31, 2000 account for 3.3% of the fund's investments.

Annual Report

Fidelity Variable Insurance Products: High Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Barry Coffman,
Portfolio Manager of
High Income Portfolio

Q. How did the fund perform, Barry?

A. It was a tough period for both the high-yield market and the fund. For the 12-month period that ended December 31, 2000, the fund significantly lagged the -5.12% return of the Merrill Lynch High Yield Master II Index.

Q. What caused the high-yield market to decline in 2000?

A. The dismal performance stemmed from a combination of factors, including rising bankruptcies among high-yield companies and increasing recession fears as the economy slowed. Demand for high-yield bonds was weak as evidenced by the net outflow of more than $10 billion from high-yield mutual funds. The significant growth of issuance from companies in the emerging telecommunications, technology and cable sectors made the market more sensitive to the downtrend in the stock market, particularly the NASDAQ, which also contributed to the market's poor performance.

Q. Why did the fund lag the index by such a wide margin?

A. Weak market environments generally result in a flight to quality, and that phenomenon was particularly pronounced during the period. The fund's overweighted position in lower-rated securities - particularly telecommunications and technology holdings - hurt performance. Many need incremental capital to fund out their business plans and the depressed prices of their securities put these companies at significant risk of running out of funds. I wasn't willing to throw in the towel and sell holdings at distressed levels, especially those that I believed remained fundamentally sound and would have access to capital in the future. Although I regret not paring back some of our telecommunications holdings when the market began to weaken in the summer, many of these securities began to rebound in December.

Q. Which of the fund's telecommunications holdings were hardest hit?

A. Competitive local exchange carriers (CLECs), which provide voice and data service to business customers, were among the poorest performers. For example, ICG was an early disappointment. It suffered initially from weaker-than-expected results, which led to an inability to raise additional capital, a wholesale turnover in management and, ultimately, its bankruptcy filing. That cast a pall over the entire CLEC sector, causing holdings such as WinStar and XO Communications (formerly Nextlink) to stumble. The overall weakness in the market hurt all companies that had significant capital needs, including international cable companies such as UnitedGlobalCom and NTL. In addition, companies that provide digital subscriber lines (DSL) - such as Covad Communications, Rhythms NetConnections and NorthPoint - also suffered substantial losses. While the demand for their services remained strong, they encountered trouble when some of the Internet service providers that distribute their services experienced difficulties.

Q. Where were the bright spots during the year?

A. Health care and energy were the best-performing sectors during the year. The bonds of HMO Oxford Health performed quite well when it posted strong gains thanks to control of its administrative and medical costs. In addition, the fund's holdings in kidney dialysis service provider Total Renal Care performed well when new management successfully turned the company around. Our stock holdings in Allied Waste, a large solid waste company, also did well thanks to its improving financial results.

Q. What's ahead for the high-yield market?

A. Considering how difficult last year was, it may be surprising that I'm very optimistic about 2001. The average high-yield bond is selling in the high 70s as a percentage of par - or face - value, with yields nearing 9% more than U.S. Treasury securities. These factors and others indicate that the market anticipates a tough time ahead, both from an economic and individual company standpoint. But many high-yield bonds are poised to do well if market conditions improve, as I believe they will. The market currently forecasts a default rate that exceeds the rate experienced in 1991 when we were in the midst of a recession and suffering through the bankruptcy of the largest high-yield dealer in the marketplace. In my view, bonds are priced with the worst-case scenario in mind. Actions by the Federal Reserve Board to cut interest rates should be very positive for the high-yield market, improving confidence and making credit more readily available.

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


Fund Facts

Goal: seeks a high level of current income by investing primarily in all types of income-producing debt securities with an emphasis on lower-quality securities

Start date: September 19, 1985

Size: as of December 31, 2000, more than $1.6 billion

Manager: Barry Coffman, since 1990; joined Fidelity in 1986

3

Annual Report

Fidelity Variable Insurance Products: High Income Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Corporate Bonds - 68.6%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - 2.5%

HEALTH - 0.9%

Medical Facilities Management - 0.9%

Total Renal Care
Holdings, Inc.:

7% 5/15/09 (f)

B3

$ 13,370,000

$ 11,097,100

7% 5/15/09

B3

5,000,000

4,150,000

15,247,100

MEDIA & LEISURE - 1.6%

Broadcasting - 1.6%

EchoStar Communications Corp. 4.875% 1/1/07 (f)

Caa2

35,665,000

26,659,588

TOTAL CONVERTIBLE BONDS

41,906,688

Nonconvertible Bonds - 66.1%

BASIC INDUSTRIES - 7.0%

Chemicals & Plastics - 4.9%

Acetex Corp. yankee 9.75% 10/1/03

B3

4,000,000

3,640,000

Avecia Group PLC 11% 7/1/09

B2

8,470,000

8,385,300

Foamex LP 13.5% 8/15/05

Caa2

5,000,000

3,000,000

Georgia Gulf Corp. 10.375% 11/1/07

B1

3,470,000

3,227,100

Huntsman Corp.:

9.5% 7/1/07 (f)

B2

10,240,000

6,041,600

9.5% 7/1/07 (f)

B2

33,195,000

19,585,050

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

12,390,000

11,894,400

Huntsman ICI Holdings LLC 0% 12/31/09

B3

21,602,000

5,940,550

Lyondell Chemical Co.:

Series A, 9.625% 5/1/07

Ba3

3,740,000

3,627,800

Series B, 9.875% 5/1/07

Ba3

9,420,000

9,090,300

10.875% 5/1/09

B2

6,005,000

5,644,700

Sterling Chemicals, Inc. 11.75% 8/15/06

Caa3

6,328,000

3,164,000

83,240,800

Metals & Mining - 0.2%

Kaiser Aluminum & Chemical Corp. 9.875% 2/15/02

B2

3,660,000

3,220,800

Packaging & Containers - 1.5%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

14,080,000

8,729,600

9.75% 6/15/07

Caa1

7,285,000

4,589,550

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

B1

12,050,000

12,441,625

25,760,775

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Paper & Forest Products - 0.4%

Millar Western Forest Products Ltd. 9.875% 5/15/08

B2

$ 4,915,000

$ 3,882,850

Riverwood International Corp. 10.25% 4/1/06

B3

1,920,000

1,910,400

Stone Container Corp. 12.58% 8/1/16 (g)

B2

1,150,000

1,161,500

6,954,750

TOTAL BASIC INDUSTRIES

119,177,125

CONSTRUCTION & REAL ESTATE - 1.9%

Building Materials - 0.8%

American Standard, Inc. 7.375% 4/15/05

Ba2

8,425,000

8,151,188

International Utility Structures, Inc. 10.75% 2/1/08

Caa1

9,200,000

5,060,000

13,211,188

Real Estate - 1.1%

LNR Property Corp.:

9.375% 3/15/08

B1

13,465,000

12,185,825

10.5% 1/15/09

B1

7,040,000

6,652,800

18,838,625

TOTAL CONSTRUCTION & REAL ESTATE

32,049,813

DURABLES - 0.2%

Textiles & Apparel - 0.2%

Polymer Group, Inc.:

8.75% 3/1/08

B3

940,000

601,600

9% 7/1/07

B3

5,125,000

3,382,500

3,984,100

ENERGY - 4.1%

Coal - 0.5%

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

B2

7,680,000

7,641,600

Energy Services - 0.6%

Cliffs Drilling Co.:

Series B, 10.25% 5/15/03

Ba3

3,160,000

3,239,000

Series D, 10.25% 5/15/03

Ba3

2,500,000

2,562,500

DI Industries, Inc. 8.875% 7/1/07

B1

960,000

931,200

Ocean Rig Norway AS 10.25% 6/1/08

B3

4,550,000

3,958,500

10,691,200

Oil & Gas - 3.0%

Canadian Forest Oil Ltd. 8.75% 9/15/07

B2

3,670,000

3,596,600

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Chesapeake Energy Corp.:

Series B:

7.875% 3/15/04

B2

$ 4,086,000

$ 3,963,420

9.625% 5/1/05

B2

9,460,000

9,696,500

8.5% 3/15/12

B2

2,635,000

2,397,850

9.125% 4/15/06

B2

4,555,000

4,600,550

Cross Timbers Oil Co. Series B:

8.75% 11/1/09

B2

9,820,000

9,844,550

9.25% 4/1/07

B2

1,480,000

1,498,500

Nuevo Energy Co. 9.375% 10/1/10 (f)

B1

2,000,000

2,000,000

Plains Resources, Inc.:

Series B, 10.25% 3/15/06

B2

5,860,000

5,830,700

Series D, 10.25% 3/15/06

B2

4,585,000

4,562,075

10.25% 3/15/06 (f)

B2

3,020,000

3,050,200

51,040,945

TOTAL ENERGY

69,373,745

FINANCE - 0.2%

Credit & Other Finance - 0.2%

Delta Financial Corp. 9.5% 8/1/04

Caa2

1,350,000

607,500

Metris Companies, Inc. 10.125% 7/15/06

Ba3

2,805,000

2,356,200

PX Escrow Corp. 0% 2/1/06 (d)

Caa1

3,190,000

797,500

3,761,200

Insurance - 0.0%

Conseco, Inc. 8.75% 2/9/04

B1

960,000

672,000

TOTAL FINANCE

4,433,200

HEALTH - 0.6%

Medical Facilities Management - 0.6%

Mariner Post-Acute Network, Inc. 9.5% 11/1/07 (c)

C

11,630,000

1,163

Tenet Healthcare Corp.:

Series B, 9.25% 9/1/10

Ba1

4,020,000

4,356,675

8.125% 12/1/08

Ba3

1,080,000

1,085,400

Triad Hospitals Holdings, Inc. 11% 5/15/09

B3

3,640,000

3,849,300

9,292,538

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 2.4%

Industrial Machinery & Equipment - 0.3%

Tenneco Automotive, Inc. 11.625% 10/15/09

B2

$ 2,800,000

$ 1,344,000

Thermadyne Holdings Corp. 0% 6/1/08 (d)

Caa3

11,470,000

458,800

Thermadyne Manufacturing LLC 9.875% 6/1/08

Caa2

4,130,000

2,684,500

Tokheim Corp. 11.375% 8/1/08 (c)

-

9,030,000

1,219,050

5,706,350

Pollution Control - 2.1%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

1,870,000

1,795,200

10% 8/1/09

B2

29,250,000

27,495,000

Envirosource, Inc.:

Series B, 9.75% 6/15/03

Caa3

4,900,000

1,470,000

9.75% 6/15/03

Caa3

16,511,000

4,953,300

35,713,500

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

41,419,850

MEDIA & LEISURE - 20.2%

Broadcasting - 15.4%

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

8.625% 4/1/09

B2

11,160,000

10,099,800

10.25% 1/15/10

B2

6,385,000

6,241,338

Citadel Broadcasting Co. 9.25% 11/15/08

B3

3,110,000

2,993,375

Diamond Cable Communications PLC yankee:

0% 2/15/07 (d)

B2

12,341,000

7,836,535

11.75% 12/15/05

B2

9,875,000

8,640,625

Earthwatch, Inc. 0% 7/15/07 (d)

-

16,560,000

9,936,000

EchoStar DBS Corp. 9.375% 2/1/09

B1

18,285,000

17,827,875

Fox Family Worldwide, Inc. 0% 11/1/07 (d)

B1

9,125,000

7,071,875

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

B2

210,000

180,600

Golden Sky DBS, Inc. 0% 3/1/07 (d)

Caa1

20,640,000

11,455,200

Impsat Fiber Networks, Inc. 13.75% 2/15/05

B3

1,945,000

1,264,250

International Cabletel, Inc. Series B, 0% 2/1/06 (d)

B2

24,504,000

21,318,480

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

LIN Holdings Corp. 0% 3/1/08 (d)

B3

$ 8,678,000

$ 6,204,770

NorthPoint Communication Holdings, Inc. 12.875% 2/15/10

Caa2

9,320,000

699,000

NTL Communications Corp. 11.5% 10/1/08

B3

10,080,000

8,870,400

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

B3

10,900,000

5,995,000

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

B2

5,245,000

4,851,625

Pegasus
Communications Corp.:

9.625% 10/15/05

B3

3,655,000

3,408,288

9.75% 12/1/06

B3

1,190,000

1,109,675

Satelites Mexicanos SA
de CV:

10.125% 11/1/04

B3

20,460,000

12,889,800

11.28% 6/30/04 (f)(g)

B1

10,954,000

9,584,750

Spectrasite Holdings, Inc.:

0% 4/15/09 (d)

B3

19,720,000

10,747,400

10.75% 3/15/10

B3

3,270,000

2,910,300

12.5% 11/15/10 (f)

B3

4,000,000

3,960,000

Telewest PLC 11% 10/1/07

B1

19,442,000

16,963,145

UIH Australia/Pacific, Inc.:

Series B, 0% 5/15/06 (d)

B2

40,240,000

26,960,800

Series D, 0% 5/15/06 (d)

B2

5,620,000

3,765,400

United International Holdings, Inc. 0% 2/15/08 (d)

B3

41,521,000

17,854,030

United Pan-Europe Communications NV:

0% 2/1/10 (d)

B2

23,795,000

6,900,550

10.875% 8/1/09

B2

13,240,000

8,473,600

11.25% 2/1/10

B2

6,005,000

3,903,250

11.5% 2/1/10

B2

1,210,000

810,700

261,728,436

Entertainment - 2.3%

Hollywood Entertainment Corp. 10.625% 8/15/04

Caa2

11,875,000

4,750,000

Mandalay Resort Group:

9.5% 8/1/08

Ba2

4,000,000

4,000,000

10.25% 8/1/07

Ba3

7,600,000

7,505,000

MGM Mirage, Inc. 9.75% 6/1/07

Ba2

5,940,000

6,207,300

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Park Place Entertainment Corp. 8.875% 9/15/08

Ba2

$ 8,080,000

$ 8,140,600

Premier Parks, Inc. 9.25% 4/1/06

B3

8,495,000

8,112,725

38,715,625

Lodging & Gaming - 1.8%

Circus Circus Enterprises, Inc. 9.25% 12/1/05

Ba3

1,180,000

1,156,400

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

B2

6,250,000

5,687,500

HMH Properties, Inc. Series A, 7.875% 8/1/05

Ba2

2,965,000

2,846,400

Horseshoe Gaming LLC 8.625% 5/15/09

B2

8,070,000

7,827,900

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

B2

6,060,000

5,938,800

Station Casinos, Inc. 8.875% 12/1/08

B1

595,000

583,100

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

Caa1

6,195,000

6,164,025

30,204,125

Restaurants - 0.7%

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

B2

11,925,000

10,911,375

NE Restaurant, Inc. 10.75% 7/15/08

B3

1,520,000

912,000

11,823,375

TOTAL MEDIA & LEISURE

342,471,561

NONDURABLES - 0.5%

Household Products - 0.5%

AKI Holding Corp. 0% 7/1/09 (d)

Caa1

9,120,000

3,420,000

AKI, Inc. 10.5% 7/1/08

B2

6,960,000

5,359,200

8,779,200

RETAIL & WHOLESALE - 0.8%

Apparel Stores - 0.6%

Mothers Work, Inc. 12.625% 8/1/05

B3

12,545,000

10,914,150

Specialty Retailers, Inc. 8.5% 7/15/05 (c)

Ca

18,870,000

188,700

11,102,850

Drug Stores - 0.2%

Rite Aid Corp. 10.5% 9/15/02 (f)

Caa1

4,285,000

2,785,250

Grocery Stores - 0.0%

Jitney-Jungle Stores of America, Inc. 12% 3/1/06 (c)

-

2,590,000

19,425

TOTAL RETAIL & WHOLESALE

13,907,525

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

SERVICES - 1.5%

Leasing & Rental - 0.0%

United Rentals, Inc. 9% 4/1/09

B2

$ 590,000

$ 438,075

Printing - 1.2%

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

Caa1

21,340,000

19,846,200

Services - 0.3%

AP Holdings, Inc. 0% 3/15/08 (d)

Caa2

2,470,000

172,900

Apcoa, Inc. 9.25% 3/15/08

Caa1

17,070,000

5,462,400

5,635,300

TOTAL SERVICES

25,919,575

TECHNOLOGY - 4.2%

Computer Services & Software - 2.2%

Colo.com 13.875% 3/15/10 unit (f)

-

12,770,000

8,045,100

Concentric Network Corp. 12.75% 12/15/07

B

12,760,000

10,973,600

Covad Communications Group, Inc.:

12% 2/15/10

Caa1

4,805,000

1,129,175

12.5% 2/15/09

Caa1

7,684,000

1,921,000

Exodus Communications, Inc.:

10.75% 12/15/09

B3

9,685,000

8,232,250

11.625% 7/15/10 (f)

B3

8,430,000

7,502,700

37,803,825

Computers & Office Equipment - 0.3%

Globix Corp. 12.5% 2/1/10

B-

14,995,000

5,248,250

Electronic Instruments - 0.8%

Telecommunications Techniques Co. LLC 9.75% 5/15/08

B3

15,085,000

12,973,100

Electronics - 0.9%

ChipPAC International Ltd. 12.75% 8/1/09

B3

3,040,000

2,508,000

Knowles Electronics Holdings, Inc. 13.125% 10/15/09

B3

3,500,000

3,255,000

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

B3

10,000,000

8,200,000

Viasystems, Inc. 9.75% 6/1/07

B3

2,000,000

1,580,000

15,543,000

TOTAL TECHNOLOGY

71,568,175

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

TRANSPORTATION - 0.2%

Railroads - 0.2%

Kansas City Southern Railway Co. 9.5% 10/1/08 (f)

Ba2

$ 3,070,000

$ 3,146,750

UTILITIES - 22.3%

Cellular - 10.9%

AirGate PCS, Inc. 0% 10/1/09 (d)

Caa1

8,870,000

5,011,550

Crown Castle International Corp.:

0% 11/15/07 (d)

B3

8,025,000

6,319,688

10.75% 8/1/11

B3

6,195,000

6,442,800

Dobson Communications Corp. 10.875% 7/1/10

B3

9,805,000

9,608,900

Echostar Broadband Corp. 10.375% 10/1/07 (f)

B3

20,325,000

20,020,125

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

Caa1

30,735,000

18,441,000

Metrocall, Inc.:

9.75% 11/1/07

B3

4,200,000

798,000

10.375% 10/1/07

B3

11,330,000

2,152,700

11% 9/15/08

B3

2,280,000

433,200

Millicom International Cellular SA 0% 6/1/06 (d)

Caa1

34,520,000

27,098,200

Nextel Communications, Inc.:

9.375% 11/15/09

B1

14,610,000

13,514,250

12% 11/1/08

B1

2,495,000

2,619,750

Nextel International, Inc.:

0% 4/15/08 (d)

Caa1

21,475,000

10,737,500

12.75% 8/1/10 (f)

Caa1

17,525,000

14,107,625

Orbital Imaging Corp.:

11.625% 3/1/05

CCC

7,110,000

1,208,700

11.625% 3/1/05

CCC

3,680,000

625,600

Orion Network Systems, Inc.:

0% 1/15/07 (d)

B2

9,030,000

2,257,500

11.25% 1/15/07

B2

5,800,000

1,856,000

PageMart Nationwide, Inc. 15% 2/1/05

B3

23,040,000

13,824,000

ProNet, Inc. 11.875% 6/15/05

B3

1,180,000

295,000

TeleCorp PCS, Inc. 0% 4/15/09 (d)

B3

11,905,000

8,125,163

Telesystem International Wireless, Inc. yankee:

Series B, 0% 6/30/07 (d)

Caa1

20,940,000

8,585,400

0% 11/1/07 (d)

Caa1

21,630,000

6,705,300

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Cellular - continued

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

B3

$ 4,175,000

$ 2,839,000

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

B3

920,000

726,800

184,353,751

Electric Utility - 1.8%

AES Corp.:

8.5% 11/1/07

Ba3

4,740,000

4,574,100

8.75% 12/15/02

Ba1

7,000,000

7,035,000

9.375% 9/15/10

Ba1

10,770,000

11,012,325

CMS Energy Corp. 9.875% 10/15/07

Ba3

7,945,000

8,262,800

30,884,225

Telephone Services - 9.6%

Allegiance Telecom, Inc. 0% 2/15/08 (d)

B3

11,359,000

7,014,183

Asia Global Crossing Ltd. 13.375% 10/15/10 (f)

B2

8,880,000

7,659,000

AXXENT, Inc. 15% 12/30/04 (h)

-

17,227,552

11,197,909

Bestel SA de CV 0% 5/15/05 (d)

-

5,075,000

2,943,500

FirstWorld Communications, Inc. 0% 4/15/08 (d)

-

41,865,000

3,767,850

Flag Telecom Holdings Ltd. 11.625% 3/30/10

B2

4,000,000

3,120,000

Global Crossing Holdings Ltd. 9.5% 11/15/09

Ba2

9,620,000

9,090,900

Hyperion Telecommunications, Inc.:

0% 4/15/03 (d)

B3

14,940,000

11,055,600

12% 11/1/07

Caa1

3,600,000

1,728,000

12.25% 9/1/04

B3

4,680,000

3,650,400

ICG Holdings, Inc.:

0% 5/1/06 (c)(d)

Ca

7,545,000

754,500

13.5% 9/15/05 (c)

Ca

21,190,000

2,330,900

ICG Services, Inc.:

0% 2/15/08 (c)(d)

Ca

22,030,000

1,762,400

0% 5/1/08 (c)(d)

Ca

2,890,000

231,200

Insight Midwest LP/Insight Capital, Inc. 10.5% 11/1/10 (f)

B1

6,395,000

6,602,838

Intermedia Communications, Inc.:

0% 7/15/07 (d)

B2

7,235,000

4,341,000

8.6% 6/1/08

B2

450,000

315,000

8.875% 11/1/07

B2

1,130,000

791,000

KMC Telecom Holdings, Inc.:

0% 2/15/08 (d)

Caa2

25,355,000

2,852,438

13.5% 5/15/09

Caa2

7,875,000

2,283,750

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Metromedia Fiber Network, Inc. 10% 11/15/08

B2

$ 16,175,000

$ 13,587,000

NEXTLINK Communications, Inc.:

0% 12/1/09 (d)

B2

10,025,000

4,060,125

10.75% 11/15/08

B3

4,450,000

3,671,250

10.75% 6/1/09

B2

6,580,000

5,428,500

Pathnet, Inc. 12.25% 4/15/08

-

20,255,000

2,025,500

Rhythms
NetConnections, Inc.:

Series B:

0% 5/15/08 (d)

Caa1

20,810,000

2,705,300

14% 2/15/10

Caa1

7,810,000

2,108,700

12.75% 4/15/09

Caa1

8,475,000

2,457,750

RSL Communications Ltd./RSL Communications PLC 12.25% 11/15/06

Caa3

6,406,000

320,300

RSL Communications PLC 9.875% 11/15/09

Caa3

6,815,000

340,750

Teligent, Inc. 11.5% 12/1/07

Caa1

12,310,000

1,600,300

WinStar
Communications, Inc.:

0% 4/15/10 (d)

B3

20,039,000

6,011,700

12.5% 4/15/08

B3

21,685,000

15,396,350

12.75% 4/15/10

B3

22,308,000

15,615,600

Worldwide Fiber, Inc. 12% 8/1/09

B3

5,780,000

4,277,200

163,098,693

TOTAL UTILITIES

378,336,669

TOTAL NONCONVERTIBLE BONDS

1,123,859,826

TOTAL CORPORATE BONDS

(Cost $1,611,694,907)

1,165,766,514

Asset-Backed Securities - 0.1%

Airplanes pass through trust 10.875% 3/15/19
(Cost $3,223,982)

Ba2

2,920,000

2,087,800

Commercial Mortgage Securities - 1.7%

Commercial Mortgage Asset Trust Series 1999-C1 Class F, 6.25% 11/17/13 (f)

Ba1

4,750,000

3,418,516

Danmall Finance, Inc.
Series 1 Class D, 13.12% 10/21/24

-

4,853,632

4,874,867

Commercial Mortgage Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

LB Multifamily Mortgage Trust Series 1991-4 Class A1, 8.375% 4/25/21 (g)

Caa1

$ 2,245,825

$ 1,796,660

Meritor Mortgage Security Corp. Series 1987-1 Class B, 9.4% 2/1/10 (f)

-

1,350,000

113,805

Mortgage Capital Funding, Inc. Series 1998-MC3 Class F, 7.3172% 11/18/31 (f)(g)

Ba1

4,500,000

3,607,031

Nationslink Funding Corp. Series 1998-2 Class F, 7.105% 8/20/30

BB

4,500,000

3,637,969

Nomura Asset Securities Corp. Series 1998-D6 Class B1, 6% 3/15/30

BB+

2,553,000

1,824,597

Nomura Depositor Trust:

floater Series 1998-ST1A Class B2, 10.8698% 1/15/03 (f)(g)

-

2,200,000

2,053,563

Series 1998-ST1A Class B1A, 9.3698% 1/15/03 (f)(g)

-

4,000,000

4,268,125

Structured Asset Securities Corp.:

Series 1994-C1 Class F, 6.87% 8/25/26

B

2,600,000

2,137,586

Series 1995-C1 Class F, 7.375% 9/25/24 (f)

-

2,000,000

1,684,141

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $27,511,704)

29,416,860

Common Stocks - 5.3%

Shares

BASIC INDUSTRIES - 0.5%

Chemicals & Plastics - 0.0%

Sterling Chemicals Holdings, Inc. warrants 8/15/08 (a)

340

680

Iron & Steel - 0.0%

AK Steel Holding Corp.

6,500

56,875

Packaging & Containers - 0.5%

Packaging Corp. of America

464,200

7,485,225

TOTAL BASIC INDUSTRIES

7,542,780

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.1%

International Utility Structures, Inc. unit (a)

2,500

1,125,000

Real Estate - 0.3%

LNR Property Corp.

248,600

5,469,200

Shares

Value (Note 1)

Real Estate Investment Trusts - 0.0%

Swerdlow Real Estate Group, Inc.:

Class A (h)

79,800

$ 1

Class B (h)

19,817

0

1

TOTAL CONSTRUCTION & REAL ESTATE

6,594,201

DURABLES - 0.3%

Textiles & Apparel - 0.3%

Arena Brands Holdings Corp. Class B (a)

48,889

1,222,225

Polymer Group, Inc.

628,300

3,377,113

4,599,338

ENERGY - 0.8%

Oil & Gas - 0.8%

Plains Resources, Inc. (a)

674,400

14,246,700

FINANCE - 0.0%

Credit & Other Finance - 0.0%

Arcadia Financial Ltd. warrants 3/15/07 (a)

498

1

Delta Financial Corp. warrants 12/31/10 (a)

14,310

143

144

Securities Industry - 0.0%

ECM Corp. LP (f)

3,000

252,000

TOTAL FINANCE

252,144

HEALTH - 0.0%

Medical Equipment & Supplies - 0.0%

Wright Medical Technology, Inc. warrants 6/30/03 (a)

3,212

0

INDUSTRIAL MACHINERY & EQUIPMENT - 0.8%

Industrial Machinery & Equipment - 0.1%

Terex Corp. (a)

90,000

1,456,875

Pollution Control - 0.7%

Allied Waste Industries, Inc. (a)

873,000

12,713,063

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

14,169,938

MEDIA & LEISURE - 1.1%

Broadcasting - 0.8%

Benedek Communications Corp. warrants 7/1/07 (a)

57,600

2,880

Citadel Communications Corp. (a)

152,400

1,828,800

CS Wireless Systems, Inc. (a)(f)

1,024

10

EchoStar Communications Corp.
Class A (a)

456,700

10,389,925

Pegasus Communications Corp. (a)

50,000

1,287,500

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

26,805

26,805

13,535,920

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Entertainment - 0.3%

Six Flags, Inc. (a)

300,000

$ 5,156,250

Lodging & Gaming - 0.0%

Harrah's Entertainment, Inc. (a)

8,600

226,825

Motels of America, Inc. (a)

3,000

36,000

262,825

TOTAL MEDIA & LEISURE

18,954,995

RETAIL & WHOLESALE - 0.6%

Apparel Stores - 0.2%

Mothers Work, Inc. (a)(e)

294,100

2,922,619

Mothers Work, Inc. (a)(h)

2,952

29,336

2,951,955

Grocery Stores - 0.4%

Pathmark Stores, Inc. (a)

440,657

7,270,841

TOTAL RETAIL & WHOLESALE

10,222,796

TECHNOLOGY - 0.6%

Computer Services & Software - 0.0%

DecisionOne Corp. (a)

16,846

168

DecisionOne Corp.:

Class A warrants 4/18/07 (a)

9,890

1

Class B warrants 4/18/07 (a)

17,041

2

Class C warrants 4/18/07 (a)

10,108

1

Vast Solutions, Inc.:

Class B1 (a)

12,160

122

Class B2 (a)

12,160

122

Class B3 (a)

12,160

122

538

Computers & Office Equipment - 0.0%

Ampex Corp. Class A (a)

9,600

3,600

Electronics - 0.6%

Fairchild Semiconductor International, Inc. Class A (a)

750,000

10,828,125

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

7,380

7

10,828,132

TOTAL TECHNOLOGY

10,832,270

UTILITIES - 0.2%

Cellular - 0.1%

Arch Wireless, Inc. (a)

256,040

160,025

Loral Orion Network Systems, Inc.:

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

45,930

68,895

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

5,585

11,170

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

42,305

423,050

WebLink Wireless, Inc. Class A (a)

273,934

941,648

1,604,788

Shares

Value (Note 1)

Telephone Services - 0.1%

AXXENT, Inc. Class B (a)

448,319

$ 352,866

Bestel SA de CV warrants 5/13/05 (a)(f)

8,075

888,250

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

12,650

25,300

Pathnet, Inc. warrants 4/15/08 (a)(f)

20,255

202,550

1,468,966

TOTAL UTILITIES

3,073,754

TOTAL COMMON STOCKS

(Cost $118,180,589)

90,488,916

Preferred Stocks - 12.5%

Convertible Preferred Stocks - 0.8%

MEDIA & LEISURE - 0.0%

Broadcasting - 0.0%

Earthwatch, Inc. Series C, $0.2975 (f)

813,014

203,254

UTILITIES - 0.8%

Telephone Services - 0.8%

Global Crossing Ltd. $6.375

250,000

12,797,000

TOTAL CONVERTIBLE PREFERRED STOCKS

13,000,254

Nonconvertible Preferred Stocks - 11.7%

CONSTRUCTION & REAL ESTATE - 0.7%

Building Materials - 0.1%

International Utility Structures, Inc. $130.00 pay-in-kind (f)

921

414,450

Real Estate Investment Trusts - 0.6%

Swerdlow Real Estate Group, Inc.:

junior (h)

19,817

63,170

mezzanine (h)

79,800

1,039,804

senior (h)

79,800

9,499,254

10,602,228

TOTAL CONSTRUCTION & REAL ESTATE

11,016,678

FINANCE - 0.5%

Insurance - 0.5%

American Annuity Group Capital Trust II $88.75

8,910

8,903,924

MEDIA & LEISURE - 2.5%

Broadcasting - 2.5%

CSC Holdings, Inc.:

Series H, $11.75 pay-in-kind

200,061

21,006,405

Series M, $11.125 pay-in-kind

209,121

21,748,584

Granite Broadcasting Corp. $127.50 pay-in-kind

4,812

529,320

43,284,309

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

TECHNOLOGY - 0.0%

Computers & Office Equipment - 0.0%

Ampex Corp. 8% non-cumulative

410

$ 639,600

UTILITIES - 8.0%

Cellular - 4.3%

Nextel Communications, Inc.:

Series D, $130.00 pay-in-kind

39,538

36,770,340

Series E, $111.25 pay-in-kind

43,620

36,204,600

72,974,940

Telephone Services - 3.7%

Adelphia Business Solution, Inc. Series B, $128.75 pay-in-kind

3,183

700,260

e.spire Communications, Inc. $127.50 pay-in-kind

18,283

2,376,790

Intermedia Communications, Inc. Series B, $135.00 pay-in-kind

22,378

11,189,000

XO Communications, Inc.:

$135.00 pay-in-kind

25,905

10,362,000

$7.00 pay-in-kind

1,198,675

38,357,592

62,985,642

TOTAL UTILITIES

135,960,582

TOTAL NONCONVERTIBLE PREFERRED STOCKS

199,805,093

TOTAL PREFERRED STOCKS

(Cost $292,561,841)

212,805,347

Floating Rate Loans - 2.0%

Moody's Ratings (unaudited) (b)

Principal Amount

DURABLES - 0.2%

Textiles & Apparel - 0.2%

Synthetic Industries, Inc. term loan 17% 6/14/08 (g)

-

$ 3,600,000

2,880,000

HEALTH - 0.1%

Medical Facilities Management - 0.1%

DaVita, Inc. term loan 10.5032% 3/31/06 (g)

Ba2

2,302,790

2,282,640

INDUSTRIAL MACHINERY & EQUIPMENT - 0.8%

Pollution Control - 0.8%

Allied Waste North America, Inc.:

Tranche B term loan 9.365% 7/21/06 (g)

Ba3

6,603,304

6,273,139

Tranche C term loan 9.6896% 7/21/07 (g)

Ba3

7,923,968

7,527,770

13,800,909

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

Charter Communication Operating LLC Tranche B term loan 9.26% 3/18/08 (g)

Ba3

$ 2,500,000

$ 2,487,500

TECHNOLOGY - 0.1%

Electronic Instruments - 0.1%

Acterna LLC Tranche B term loan 9.6881% 9/30/07 (g)

-

1,984,314

1,984,314

UTILITIES - 0.6%

Cellular - 0.6%

Cook Inlet/Voicestream Operating Co. LLC Tranche B term loan 10.5% 12/31/08 (g)

B2

5,000,000

5,050,000

VoiceStream PCS Holding LLC Tranche B term loan 9.64% 2/25/09 (g)

B+

5,000,000

4,937,500

9,987,500

TOTAL FLOATING RATE LOANS

(Cost $33,976,660)

33,422,863

Cash Equivalents - 10.2%

Maturity Amount

Investments in repurchase agreements:

(U.S. Government Obligations), in a joint trading account at 3.5%, dated 12/29/00 due 1/2/01

$ 3,000,166

2,999,000

(U.S. Treasury Obligations), in a joint trading account at 6.06%, dated 12/29/00 due 1/2/01

169,993,428

169,879,000

TOTAL CASH EQUIVALENTS

(Cost $172,878,000)

172,878,000

TOTAL INVESTMENT
PORTFOLIO - 100.4%

(Cost $2,260,027,683)

1,706,866,300

NET OTHER ASSETS - (0.4)%

(7,324,640)

NET ASSETS - 100%

$ 1,699,541,660

Legend

(a) Non-income producing

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

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

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

(e) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Mothers Work, Inc.

$ -

$ 112,038

$ -

$ 2,922,619

(f) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $169,401,721 or 10.0%
of net assets.

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

AXXENT, Inc. 15% 12/30/04

12/31/97 - 12/31/00

$ 16,695,295

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

3/3/99 - 10/7/99

$ 7,794,500

Mothers Work, Inc.

6/18/98

$ 26,172

Swerdlow Real Estate Group, Inc.
Class A

1/15/99

$ 11,132

Swerdlow Real Estate Group, Inc.
Class B

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc.
junior

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc.
mezzanine

1/15/99

$ 78,520

Swerdlow Real Estate Group, Inc.
senior

1/15/99

$ 7,618,828

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $1,367,610,429 and $1,583,710,355.

The fund placed a portion of its portfolio transactions with brokerage
firms which are affiliates of Fidelity Management & Research Company.
The commissions paid to these affiliated firms were $18,227 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule144A issues) amounted to $30,029,474 or 1.8% of net assets.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $6,134,667. The weighted average interest rate was 6.62%. Interest earned from the interfund lending program amounted to $3,385 and is included in interest income on the Statement of Operations.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which loans were outstanding amounted to $10,243,000. The weighted average interest rate was 6.73%.

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

United States of America

88.2%

Canada

2.7

United Kingdom

2.5

Bermuda

2.0

Mexico

1.7

Luxembourg

1.6

Netherlands

1.1

Others (individually less than 1%)

0.2

100.0%

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

0.0%

AAA, AA, A

0.0%

Baa

0.0%

BBB

0.0%

Ba

8.0%

BB

8.9%

B

45.2%

B

49.2%

Caa

13.4%

CCC

4.8%

Ca, C

0.3%

CC, C

0.0%

D

0.4%

The percentage not rated by Moody's or S&P amounted to 3.4%. FMR has determined that unrated debt securities that are lower quality account for 3.3% of the total value of investment in securities.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $2,262,350,673. Net unrealized depreciation aggregated $555,484,373, of which $32,501,399 related to appreciated investment securities and $587,985,772 related to depreciated
investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $456,970,000 of which $78,331,000 and $378,639,000 will expire on December 31, 2007 and 2008, respectively.

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

High Income Portfolio

Fidelity Variable Insurance Products: High Income Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at
value (including repurchase
agreements of $172,878,000)
(cost $2,260,027,683) -
See accompanying schedule

$ 1,706,866,300

Cash

81,618

Receivable for investments sold

909,291

Receivable for fund shares sold

9,259,795

Dividends receivable

1,669,497

Interest receivable

33,004,370

Other receivables

257,620

Total assets

1,752,048,491

Liabilities

Payable for investments purchased

$ 23,028,672

Payable for fund shares redeemed

28,463,937

Accrued management fee

796,357

Distribution fees payable

19,345

Other payables and
accrued expenses

198,520

Total liabilities

52,506,831

Net Assets

$ 1,699,541,660

Net Assets consist of:

Paid in capital

$ 2,419,459,983

Undistributed net investment income

308,860,512

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

(475,617,452)

Net unrealized appreciation (depreciation) on investments

(553,161,383)

Net Assets

$ 1,699,541,660

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,467,250,179 ÷
179,380,928 shares)

$8.18

Service Class:
Net Asset Value, offering price
and redemption price per share
($227,549,270 ÷
27,906,721 shares)

$8.15

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($4,742,211 ÷ 583,022
shares)

$8.13

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 33,803,470

Interest

221,810,581

Total income

255,614,051

Expenses

Management fee

$ 12,209,629

Transfer agent fees

1,360,229

Distribution fees

254,922

Accounting fees and expenses

579,071

Non-interested trustees' compensation

9,908

Custodian fees and expenses

64,035

Registration fees

4,288

Audit

49,611

Legal

18,749

Interest

5,745

Miscellaneous

74,925

Total expenses before reductions

14,631,112

Expense reductions

(46,930)

14,584,182

Net investment income

241,029,869

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including
realized loss of $45,477
on sales of investments in
affiliated issuers)

(394,807,789)

Foreign currency transactions

(1,885)

(394,809,674)

Change in net unrealized appreciation (depreciation)
on investment securities

(345,968,584)

Net gain (loss)

(740,778,258)

Net increase (decrease) in net assets resulting from operations

$ (499,748,389)

Other Information

Expense reductions
Directed brokerage arrangements

$ 31,769

Custodian credits

15,161

$ 46,930

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

Annual Report

Fidelity Variable Insurance Products: High Income Portfolio

Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 241,029,869

$ 247,259,596

Net realized gain (loss)

(394,809,674)

(96,179,624)

Change in net unrealized appreciation (depreciation)

(345,968,584)

55,361,896

Net increase (decrease) in net assets resulting from operations

(499,748,389)

206,441,868

Distributions to shareholders
From net investment income

(160,774,241)

(232,085,602)

From net realized gain

-

(6,657,693)

In excess of net realized gain

-

(877,958)

Total distributions

(160,774,241)

(239,621,253)

Share transactions - net increase (decrease)

(151,517,210)

66,219,533

Total increase (decrease) in net assets

(812,039,840)

33,040,148

Net Assets

Beginning of period

2,511,581,500

2,478,541,352

End of period (including undistributed net investment income of $308,860,512 and $245,962,442, respectively)

$ 1,699,541,660

$ 2,511,581,500

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

68,262,740

$ 656,033,666

101,971,137

$ 1,140,554,728

Reinvested

13,813,362

144,073,366

20,936,841

226,536,621

Redeemed

(102,114,895)

(1,010,388,142)

(127,141,526)

(1,424,987,101)

Net increase (decrease)

(20,038,793)

$ (210,281,110)

(4,233,548)

$ (57,895,752)

Service Class
Sold

14,344,038

$ 139,520,383

15,936,772

$ 177,176,136

Reinvested

1,603,673

16,694,232

1,211,540

13,084,632

Redeemed

(10,538,595)

(102,893,478)

(5,904,384)

(66,145,483)

Net increase (decrease)

5,409,116

$ 53,321,137

11,243,928

$ 124,115,285

Service Class 2 A
Sold

583,490

$ 5,445,535

Reinvested

639

6,643

Redeemed

(1,107)

(9,415)

Net increase (decrease)

583,022

$ 5,442,763

Distributions

From net investment income
Initial Class

$ 144,073,366

$ 219,412,458

Service Class

16,694,232

12,673,144

Service Class 2 A

6,643

-

Total

$ 160,774,241

$ 232,085,602

From net realized gain
Initial Class

$ -

$ 6,294,147

Service Class

-

363,546

Service Class 2 A

-

-

Total

$ -

$ 6,657,693

In excess of net realized gain
Initial Class

$ -

$ 830,017

Service Class

-

47,941

Service Class 2 A

-

-

Total

$ -

$ 877,958

$ 160,774,241

$ 239,621,253

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

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

High Income Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 11.320

$ 11.530

$ 13.580

$ 12.520

$ 12.050

Income from Investment Operations

Net investment income

1.123 D

1.095 D

1.111 D

1.124 D

.927

Net realized and unrealized gain (loss)

(3.513)

(.195)

(1.591)

.936

.643

Total from investment operations

(2.390)

.900

(.480)

2.060

1.570

Less Distributions

From net investment income

(.750)

(1.075) G

(.970)

(.890)

(.920)

From net realized gain

-

(.030) G

(.600)

(.110)

(.180)

In excess of net realized gain

-

(.005) G

-

-

-

Total distributions

(.750)

(1.110)

(1.570)

(1.000)

(1.100)

Net asset value, end of period

$ 8.180

$ 11.320

$ 11.530

$ 13.580

$ 12.520

Total Return B, C

(22.54)%

8.25%

(4.33)%

17.67%

14.03%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,467,250

$ 2,257,610

$ 2,348,954

$ 2,329,516

$ 1,588,822

Ratio of expenses to average net assets

.68%

.69%

.70%

.71%

.71%

Ratio of net investment income to average net assets

11.38%

9.80%

9.14%

8.88%

9.09%

Portfolio turnover rate

68%

82%

92%

118%

123%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 11.290

$ 11.520

$ 13.570

$ 13.380

Income from Investment Operations

Net investment income D

1.102

1.074

1.082

.203

Net realized and unrealized gain (loss)

(3.502)

(.194)

(1.562)

(.013)

Total from investment operations

(2.400)

.880

(.480)

.190

Less Distributions

From net investment income

(.740)

(1.075) G

(.970)

-

From net realized gain

-

(.030) G

(.600)

-

In excess of net realized gain

-

(.005) G

-

-

Total distributions

(.740)

(1.110)

(1.570)

-

Net asset value, end of period

$ 8.150

$ 11.290

$ 11.520

$ 13.570

Total Return B, C

(22.68)%

8.08%

(4.34)%

1.42%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 227,549

$ 253,972

$ 129,587

$ 2,919

Ratio of expenses to average net assets

.78%

.79%

.82%

.81% A

Ratio of expenses to average net assets after expense reductions

.78%

.79%

.82%

.80% A, F

Ratio of net investment income to average net assets

11.28%

9.69%

9.51%

10.75% A

Portfolio turnover rate

68%

82%

92%

118%

A Annualized

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

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

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

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

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

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

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

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 11.140

Income from Investment Operations

Net investment income D

.936

Net realized and unrealized gain (loss)

(3.206)

Total from investment operations

(2.270)

Less Distributions

From net investment income

(.740)

Net asset value, end of period

$ 8.130

Total Return B, C

(21.83)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,742

Ratio of expenses to average net assets

1.01% A

Ratio of net investment income to average net assets

11.04% A

Portfolio turnover rate

68%

A Annualized

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

C The total return would have been lower had certain expenses not been reduced during the period shown.

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

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

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

High Income Portfolio

Fidelity Variable Insurance Products: Index 500 Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity® VIP: Index 500 -
Initial Class

-9.30%

17.98%

16.95%

S&P 500 ®

-9.10%

18.33%

17.30%

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

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, August 27, 1992.

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


Understanding Performance

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

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity® Variable Insurance Products: Index 500 Portfolio - Initial Class on August 27, 1992, when the fund started. As the chart shows, by December 31, 2000 the value of the investment would have grown to $36,966 - a 269.66% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $37,896 - a 278.96% increase.

Investment Summary

Top Ten Stocks as of December 31, 2000

% of fund's
net assets

General Electric Co.

4.0

Exxon Mobil Corp.

2.6

Pfizer, Inc.

2.5

Cisco Systems, Inc.

2.3

Citigroup, Inc.

2.2

Wal-Mart Stores, Inc.

2.0

Microsoft Corp.

2.0

American International Group, Inc.

1.9

Merck & Co., Inc.

1.8

Intel Corp.

1.7

23.0

Top Ten Market Sectors as of December 31, 2000

% of fund's
net assets

Technology

21.9

Finance

17.4

Health

13.2

Utilities

9.7

Nondurables

6.5

Energy

6.5

Industrial Machinery & Equipment

6.0

Retail & Wholesale

5.8

Media & Leisure

3.9

Basic Industries

3.2

Annual Report

Fidelity Variable Insurance Products: Index 500 Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
James Creighton, who oversees the Index 500
Portfolio's investment
management personnel
as Managing Director for Bankers Trust, sub-adviser of the fund

Q. How did the fund perform, Jim?

A. For the 12-month period that ended December 31, 2000, the fund closely tracked the -9.10% return of the Standard & Poor's 500 Index.

Q. How would you describe the market environment during the past year?

A. It was a challenging environment, one marked by historically high levels of volatility, rapid sector rotations and dramatic style shifts. Technology stocks took center stage early in the period, leading the market's narrow advances. Investors went on a speculative binge in the pursuit of growth, snapping up shares of those companies expected to fuel the new economy. However, the tech bubble burst entering the spring, as the threat of higher interest rates and a sudden loss of confidence in valuation levels sent investors fleeing for stability elsewhere in the market. Given its one-third weighting in technology at the time, the S&P 500 lost more than 11% of its value just weeks after reaching its all-time high on March 27. Bargain hunting buoyed tech stocks in late May and June, as investors - sensing a slowing economy and possibly an end to the Federal Reserve Board's yearlong tightening cycle - began to ease their way back into the market. Earnings worries related to a decelerating economy, however, tempered optimism surrounding rates and spawned confusion and persistent volatility during the summer months. With the Fed choosing not to raise rates in August, stocks staged a "relief rally," lifting the S&P 500 to within points of its record high. However, it was all downhill from there.

Q. What changed the tone in the market?

A. Historically high energy prices and a deeply depressed European currency combined to further dampen the economy and cast a pall over growth stocks. One by one, companies from every industry in the tech sector were belted for failing to meet the Street's earnings forecasts, proving that even tech stocks were not immune to slowdowns and interest-rate cycles. If economic uncertainty wasn't enough reason to keep investors on the sidelines, political uncertainty surrounding an unresolved presidential election further intensified the pessimism that pervaded the market during the fall. Value stocks gained market leadership, as investors poured into economically sensitive cyclical and defensive stocks. The top-performing sectors during the period reflect this style rotation, with health care, finance and energy all posting double-digit returns. However, that wasn't enough to overcome the downturn in the technology sector and prevent the index from posting its first down year in a decade.

Q. Along with technology, which areas of the market suffered the most?

A. First, let me illustrate just how bad it was for big-cap tech stocks during the period. In sharp contrast to 1999, when seven out of the top-10 contributors in the S&P were tech names, there were zero in 2000. In fact, there were only three in the index's top 50 - EMC, Nortel and Oracle. Conversely, there were plenty on the bottom of the list, namely Microsoft, Lucent, Cisco and America Online. Also bringing up the rear were traditional telephone utilities, such as AT&T and WorldCom, which suffered from pricing pressures and increased competition in the consumer long-distance market. A slowdown in advertising spending, among other things, weighed on media stocks, while moderating consumer spending plagued retailing issues.

Q. What drove the market's top sectors during the period?

A. The health sector shined, thanks to the strength of big drug stocks such as Merck, Pfizer and Eli Lilly, which benefited from industry consolidation, strong product pipelines and favorable legislation. In finance, it was the companies involved in higher-growth businesses that performed the best. Insurance stocks, including American International Group, and diversified financials, such as Citigroup, led the way during the period. Finally, energy stocks, particularly the services companies, benefited from a favorable global supply/demand picture.

Q. What's your outlook?

A. Recent economic data suggests that the economy may be slowing more than the Fed originally intended, which leads me to believe that interest-rate cuts could be on the horizon. Although generally positive for stocks, rate cuts usually take six to nine months to take effect in the economy. The prospect of lower rates, declining energy costs and higher stock prices should ultimately cause a gradual re-acceleration in both consumer and capital spending. However, until then, corporations may continue to disappoint on the earnings front, which could keep the markets off balance.

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


Fund Facts

Goal: to provide returns that correspond to those of the S&P 500 index

Start date: August 27, 1992

Size: as of December 31, 2000, more than $4.1 billion

Manager: Bankers Trust, since 1997

3

Annual Report

Fidelity Variable Insurance Products: Index 500 Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 99.4%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.8%

Aerospace & Defense - 1.6%

BFGoodrich Co.

38,200

$ 1,389,525

Boeing Co.

320,068

21,124,488

Honeywell International, Inc.

320,625

15,169,570

ITT Industries, Inc.

32,900

1,274,875

Lockheed Martin Corp.

145,486

4,939,250

Northrop Grumman Corp.

24,100

2,000,300

Rockwell International Corp.

65,700

3,128,963

Textron, Inc.

51,600

2,399,400

United Technologies Corp.

164,700

12,949,538

64,375,909

Defense Electronics - 0.1%

Raytheon Co. Class B

117,200

3,640,525

Ship Building & Repair - 0.1%

General Dynamics Corp.

69,600

5,428,800

TOTAL AEROSPACE & DEFENSE

73,445,234

BASIC INDUSTRIES - 3.2%

Chemicals & Plastics - 1.9%

Air Products & Chemicals, Inc.

80,200

3,288,200

Ashland, Inc.

24,800

890,072

Avery Dennison Corp.

39,100

2,145,613

Dow Chemical Co.

237,400

8,694,775

E.I. du Pont de Nemours and Co.

365,879

17,676,529

Eastman Chemical Co.

27,275

1,329,656

Engelhard Corp.

44,800

912,800

FMC Corp. (a)

10,700

767,056

Great Lakes Chemical Corp.

20,000

743,750

Hercules, Inc.

37,700

718,656

Newell Rubbermaid, Inc.

97,793

2,224,791

Pharmacia Corp.

452,523

27,603,903

PPG Industries, Inc.

60,800

2,815,800

Praxair, Inc.

55,300

2,453,938

Rohm & Haas Co.

76,136

2,764,689

Sealed Air Corp. (a)

29,360

895,480

Union Carbide Corp.

47,200

2,539,950

78,465,658

Iron & Steel - 0.1%

Allegheny Technologies, Inc.

31,992

507,873

Crane Co.

22,500

639,844

Nucor Corp.

32,400

1,285,875

USX - U.S. Steel Group

33,000

594,000

Worthington Industries, Inc.

30,150

243,084

3,270,676

Metals & Mining - 0.4%

Alcan Aluminium Ltd.

119,243

4,084,264

Alcoa, Inc.

299,004

10,016,634

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

55,200

472,650

Shares

Value (Note 1)

Inco Ltd. (a)

64,436

$ 1,078,804

Phelps Dodge Corp.

28,857

1,610,581

17,262,933

Packaging & Containers - 0.0%

Ball Corp.

9,930

457,401

Bemis Co., Inc.

15,300

513,506

Tupperware Corp.

19,400

396,488

1,367,395

Paper & Forest Products - 0.8%

Boise Cascade Corp.

19,200

645,600

Georgia-Pacific Group

80,138

2,494,295

International Paper Co.

169,036

6,898,782

Kimberly-Clark Corp.

183,932

13,002,153

Louisiana-Pacific Corp.

40,600

411,075

Mead Corp.

35,100

1,101,263

Pactiv Corp. (a)

65,100

805,613

Potlatch Corp.

11,200

375,900

Temple-Inland, Inc.

19,400

1,040,325

Westvaco Corp.

31,050

906,272

Weyerhaeuser Co.

80,600

4,090,450

Willamette Industries, Inc.

36,000

1,689,750

33,461,478

TOTAL BASIC INDUSTRIES

133,828,140

CONSTRUCTION & REAL ESTATE - 0.3%

Building Materials - 0.2%

Fortune Brands, Inc.

56,800

1,704,000

Masco Corp.

154,900

3,978,994

Sherwin-Williams Co.

57,800

1,520,863

Vulcan Materials Co.

35,300

1,689,988

8,893,845

Construction - 0.1%

Centex Corp.

20,600

773,788

Kaufman & Broad Home Corp.

16,400

552,475

Massey Energy Corp.

3,930

50,108

Pulte Corp.

14,900

628,594

2,004,965

TOTAL CONSTRUCTION & REAL ESTATE

10,898,810

DURABLES - 1.8%

Autos, Tires, & Accessories - 1.1%

AutoZone, Inc. (a)

48,250

1,375,125

Cooper Tire & Rubber Co.

28,100

298,563

Cummins Engine Co., Inc.

15,800

599,413

Dana Corp.

57,966

887,604

Danaher Corp.

49,300

3,370,888

Delphi Automotive Systems Corp.

197,835

2,225,644

Eaton Corp.

25,300

1,902,244

Ford Motor Co.

649,234

15,216,422

General Motors Corp.

195,078

9,936,786

Common Stocks - continued

Shares

Value (Note 1)

DURABLES - continued

Autos, Tires, & Accessories - continued

Genuine Parts Co.

61,750

$ 1,617,078

Goodyear Tire & Rubber Co.

54,800

1,259,852

Johnson Controls, Inc.

29,400

1,528,800

Navistar International Corp. (a)

22,770

596,289

PACCAR, Inc.

27,890

1,373,583

TRW, Inc.

42,100

1,631,375

Visteon Corp.

54,894

631,281

44,450,947

Consumer Durables - 0.4%

Minnesota Mining & Manufacturing Co.

138,400

16,677,200

Snap-On, Inc.

20,300

565,863

17,243,063

Consumer Electronics - 0.1%

Black & Decker Corp.

30,300

1,189,275

Maytag Corp.

30,700

991,994

Whirlpool Corp.

23,600

1,125,425

3,306,694

Home Furnishings - 0.0%

Leggett & Platt, Inc.

68,500

1,297,219

Textiles & Apparel - 0.2%

Liz Claiborne, Inc.

21,900

911,588

NIKE, Inc. Class B

98,200

5,480,788

Reebok International Ltd. (a)

19,800

541,332

VF Corp.

41,300

1,496,712

8,430,420

TOTAL DURABLES

74,728,343

ENERGY - 6.5%

Energy Services - 0.8%

Baker Hughes, Inc.

114,630

4,764,309

Halliburton Co.

156,500

5,673,125

McDermott International, Inc.

19,200

206,400

Nabors Industries, Inc. (a)

50,517

2,988,081

Rowan Companies, Inc. (a)

31,800

858,600

Schlumberger Ltd. (NY Shares)

200,100

15,995,494

Transocean Sedco Forex, Inc.

73,006

3,358,276

33,844,285

Oil & Gas - 5.7%

Amerada Hess Corp.

32,100

2,345,306

Anadarko Petroleum Corp.

86,219

6,128,447

Apache Corp.

42,200

2,956,638

Burlington Resources, Inc.

75,657

3,820,679

Chevron Corp.

224,700

18,973,106

Conoco, Inc. Class B

217,031

6,280,335

Devon Energy Corp.

43,800

2,670,486

EOG Resources, Inc.

43,100

2,357,031

Exxon Mobil Corp.

1,221,433

106,188,332

Kerr-McGee Corp.

32,394

2,168,373

Shares

Value (Note 1)

Occidental Petroleum Corp.

127,900

$ 3,101,575

Phillips Petroleum Co.

88,600

5,039,125

Royal Dutch Petroleum Co. (NY Shares)

752,375

45,565,711

Sunoco, Inc.

31,200

1,051,050

Texaco, Inc.

191,900

11,921,788

The Coastal Corp.

74,400

6,570,450

Tosco Corp.

51,300

1,740,994

Unocal Corp.

84,250

3,259,422

USX - Marathon Group

107,700

2,988,675

235,127,523

TOTAL ENERGY

268,971,808

FINANCE - 17.4%

Banks - 5.9%

AmSouth Bancorp.

133,400

2,034,350

Bank of America Corp.

577,640

26,499,235

Bank of New York Co., Inc.

270,100

14,906,144

Bank One Corp.

401,499

14,704,901

BB&T Corp.

137,200

5,119,275

Capital One Financial Corp.

69,400

4,567,388

Chase Manhattan Corp.

455,269

20,686,285

Comerica, Inc.

54,700

3,247,813

Fifth Third Bancorp

160,987

9,618,973

First Union Corp.

342,745

9,532,595

Firstar Corp.

340,442

7,915,277

FleetBoston Financial Corp.

313,083

11,760,180

Huntington Bancshares, Inc.

85,814

1,389,114

J.P. Morgan & Co., Inc.

58,600

9,698,300

KeyCorp

156,014

4,368,392

Mellon Financial Corp.

170,200

8,371,713

National City Corp.

214,642

6,170,958

Northern Trust Corp.

77,400

6,312,938

PNC Financial Services Group, Inc.

102,400

7,481,600

Regions Financial Corp.

74,000

2,021,125

SouthTrust Corp.

59,000

2,400,563

State Street Corp.

55,700

6,918,497

Summit Bancorp

61,300

2,340,894

SunTrust Banks, Inc.

104,800

6,602,400

Synovus Finanical Corp.

95,600

2,575,225

U.S. Bancorp

281,851

8,226,526

Union Planters Corp.

47,400

1,694,550

Wachovia Corp.

70,700

4,109,438

Wells Fargo & Co.

594,300

33,095,081

244,369,730

Credit & Other Finance - 3.6%

American Express Co.

478,037

26,262,158

CIT Group, Inc. Class A

88,800

1,787,100

Citigroup, Inc.

1,766,881

90,221,361

Countrywide Credit Industries, Inc.

39,200

1,969,800

Household International, Inc.

164,182

9,030,010

MBNA Corp.

295,311

10,908,050

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Credit & Other Finance - continued

Old Kent Financial Corp.

44,975

$ 1,967,656

Providian Financial Corp.

99,600

5,727,000

147,873,135

Federal Sponsored Credit - 1.2%

Fannie Mae

352,900

30,614,075

Freddie Mac

241,900

16,660,863

USA Education, Inc.

55,700

3,787,600

51,062,538

Insurance - 4.4%

Aetna, Inc. (a)

49,500

2,032,594

AFLAC, Inc.

92,200

6,655,688

Allstate Corp.

258,042

11,240,955

AMBAC Financial Group, Inc.

37,050

2,160,478

American General Corp.

85,652

6,980,638

American International Group, Inc.

812,768

80,108,446

Aon Corp.

102,325

3,504,631

CIGNA Corp.

55,200

7,302,960

Cincinnati Financial Corp.

55,900

2,211,544

Conseco, Inc.

113,216

1,493,036

Hartford Financial Services Group, Inc.

78,300

5,529,938

Jefferson-Pilot Corp.

36,800

2,750,800

Lincoln National Corp.

67,800

3,207,788

Loews Corp.

36,300

3,759,319

Marsh & McLennan Companies, Inc.

94,150

11,015,550

MBIA, Inc.

33,700

2,498,013

MetLife, Inc.

270,600

9,471,000

MGIC Investment Corp.

36,800

2,481,700

Progressive Corp.

24,700

2,559,538

SAFECO Corp.

45,800

1,505,675

The Chubb Corp.

63,400

5,484,100

The St. Paul Companies, Inc.

73,392

3,986,103

Torchmark Corp.

45,500

1,748,906

UnumProvident Corp.

83,138

2,234,334

181,923,734

Savings & Loans - 0.4%

Charter One Financial, Inc.

76,335

2,204,173

Golden West Financial Corp.

56,400

3,807,000

Washington Mutual, Inc.

189,762

10,069,246

16,080,419

Securities Industry - 1.9%

Bear Stearns Companies, Inc.

39,297

1,991,867

Charles Schwab Corp.

480,500

13,634,188

Franklin Resources, Inc.

86,100

3,280,410

Lehman Brothers Holdings, Inc.

83,900

5,673,738

Merrill Lynch & Co., Inc.

279,700

19,072,044

Morgan Stanley Dean Witter & Co.

396,612

31,431,501

Shares

Value (Note 1)

Stilwell Financial, Inc.

77,200

$ 3,044,575

T. Rowe Price Group, Inc. (a)

41,400

1,749,797

79,878,120

TOTAL FINANCE

721,187,676

HEALTH - 13.2%

Drugs & Pharmaceuticals - 9.1%

Allergan, Inc.

45,900

4,443,694

ALZA Corp. (a)

82,200

3,493,500

American Home Products Corp.

458,400

29,131,320

Amgen, Inc. (a)

361,800

23,132,588

Bausch & Lomb, Inc.

18,600

752,138

Biogen, Inc. (a)

52,500

3,153,281

Bristol-Myers Squibb Co.

685,300

50,669,369

Chiron Corp. (a)

64,200

2,856,900

Eli Lilly & Co.

394,692

36,731,024

Forest Laboratories, Inc. (a)

30,500

4,052,688

King Pharmaceuticals, Inc. (a)

57,024

2,947,428

Medimmune, Inc. (a)

72,600

3,462,112

Merck & Co., Inc.

815,300

76,332,463

Pfizer, Inc.

2,225,725

102,383,350

Quintiles Transnational Corp. (a)

41,400

866,813

Schering-Plough Corp.

511,600

29,033,300

Sigma-Aldrich Corp.

28,300

1,112,544

Watson Pharmaceuticals, Inc. (a)

35,100

1,796,681

376,351,193

Medical Equipment & Supplies - 3.5%

Abbott Laboratories

541,400

26,224,063

Baxter International, Inc.

102,100

9,016,706

Becton, Dickinson & Co.

87,500

3,029,688

Biomet, Inc.

60,400

2,397,125

Boston Scientific Corp. (a)

145,000

1,984,688

C.R. Bard, Inc.

18,100

842,781

Cardinal Health, Inc.

97,950

9,758,269

Guidant Corp. (a)

107,000

5,771,313

Johnson & Johnson

492,300

51,722,269

McKesson HBOC, Inc.

98,048

3,518,943

Medtronic, Inc.

426,400

25,743,900

Millipore Corp.

15,500

976,500

St. Jude Medical, Inc. (a)

28,229

1,734,319

Stryker Corp.

69,000

3,490,710

146,211,274

Medical Facilities Management - 0.6%

HCA - The Healthcare Co.

195,112

8,586,879

HEALTHSOUTH Corp. (a)

133,800

2,182,613

Humana, Inc. (a)

56,100

855,525

Manor Care, Inc. (a)

35,800

738,375

Tenet Healthcare Corp.

108,400

4,817,025

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Facilities Management - continued

UnitedHealth Group, Inc.

112,600

$ 6,910,825

Wellpoint Health Networks, Inc. (a)

22,100

2,547,025

26,638,267

TOTAL HEALTH

549,200,734

INDUSTRIAL MACHINERY & EQUIPMENT - 6.0%

Electrical Equipment - 4.4%

American Power Conversion Corp. (a)

70,000

866,250

Avaya, Inc. (a)

96,808

998,332

Emerson Electric Co.

149,800

11,806,113

General Electric Co.

3,441,379

164,971,055

Scientific-Atlanta, Inc.

55,500

1,807,219

Thomas & Betts Corp.

23,100

373,931

W.W. Grainger, Inc.

32,100

1,171,650

181,994,550

Industrial Machinery & Equipment - 1.4%

Briggs & Stratton Corp.

8,000

355,000

Caterpillar, Inc.

123,100

5,824,169

Cooper Industries, Inc.

33,746

1,550,207

Deere & Co.

82,100

3,761,206

Dover Corp.

72,100

2,924,556

Illinois Tool Works, Inc.

104,100

6,200,456

Ingersoll-Rand Co.

56,700

2,374,313

Pall Corp.

43,100

918,569

Parker-Hannifin Corp.

38,925

1,717,566

The Stanley Works

31,100

969,931

Timken Co.

20,984

317,383

Tyco International Ltd.

613,363

34,041,647

60,955,003

Pollution Control - 0.2%

Allied Waste Industries, Inc. (a)

59,800

870,838

Waste Management, Inc.

224,609

6,232,900

7,103,738

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

250,053,291

MEDIA & LEISURE - 3.9%

Broadcasting - 1.2%

Clear Channel Communications, Inc. (a)

204,442

9,902,659

Comcast Corp. Class A (special) (a)

322,200

13,451,850

Time Warner, Inc.

468,140

24,455,634

47,810,143

Entertainment - 1.3%

Carnival Corp.

214,000

6,593,875

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

529,793

24,767,823

Walt Disney Co.

719,200

20,811,850

52,173,548

Leisure Durables & Toys - 0.2%

Brunswick Corp.

31,600

519,425

Shares

Value (Note 1)

Harley-Davidson, Inc.

105,000

$ 4,173,750

Hasbro, Inc.

61,904

657,730

Mattel, Inc.

145,776

2,105,005

7,455,910

Lodging & Gaming - 0.2%

Harrah's Entertainment, Inc. (a)

36,700

967,963

Hilton Hotels Corp.

127,800

1,341,900

Marriott International, Inc. Class A

86,100

3,637,725

Starwood Hotels & Resorts
Worldwide, Inc. unit

64,668

2,279,547

8,227,135

Publishing - 0.5%

American Greetings Corp. Class A

24,300

229,331

Dow Jones & Co., Inc.

27,500

1,557,188

Gannett Co., Inc.

92,400

5,826,975

Harcourt General, Inc.

20,800

1,189,760

Knight-Ridder, Inc.

30,000

1,706,250

McGraw-Hill Companies, Inc.

68,700

4,027,538

Meredith Corp.

17,800

572,938

The New York Times Co. Class A

60,600

2,427,788

Tribune Co.

108,250

4,573,563

22,111,331

Restaurants - 0.5%

Darden Restaurants, Inc.

46,900

1,072,838

McDonald's Corp.

463,000

15,742,000

Starbucks Corp. (a)

63,500

2,809,875

Tricon Global Restaurants, Inc. (a)

54,610

1,802,130

Wendy's International, Inc.

42,700

1,120,875

22,547,718

TOTAL MEDIA & LEISURE

160,325,785

NONDURABLES - 6.5%

Beverages - 1.7%

Adolph Coors Co. Class B

12,200

979,813

Anheuser-Busch Companies, Inc.

315,100

14,337,050

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

22,800

1,516,200

Coca-Cola Enterprises, Inc.

147,700

2,806,300

The Coca-Cola Co.

875,100

53,326,406

72,965,769

Foods - 1.9%

Archer-Daniels-Midland Co.

218,954

3,284,310

Campbell Soup Co.

148,300

5,134,888

ConAgra Foods, Inc.

178,500

4,641,000

General Mills, Inc.

105,500

4,701,344

H.J. Heinz Co.

124,150

5,889,366

Hershey Foods Corp.

47,000

3,025,625

Kellogg Co.

139,500

3,661,875

PepsiCo, Inc.

501,300

24,845,681

Quaker Oats Co.

47,100

4,586,363

Ralston Purina Co.

105,200

2,748,350

Sara Lee Corp.

293,500

7,209,094

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Foods - continued

Sysco Corp.

230,800

$ 6,924,000

Wm. Wrigley Jr. Co.

40,700

3,899,569

80,551,465

Household Products - 2.0%

Avon Products, Inc.

83,900

4,016,713

Clorox Co.

81,300

2,886,150

Colgate-Palmolive Co.

201,900

13,032,645

Gillette Co.

366,100

13,225,363

International Flavors & Fragrances, Inc.

36,300

737,344

Procter & Gamble Co.

460,500

36,120,469

Unilever NV (NY Shares)

198,852

12,515,248

82,533,932

Tobacco - 0.9%

Philip Morris Companies, Inc.

779,500

34,298,000

UST, Inc.

59,300

1,664,106

35,962,106

TOTAL NONDURABLES

272,013,272

PRECIOUS METALS - 0.1%

Barrick Gold Corp.

137,000

2,248,913

Homestake Mining Co.

85,500

358,031

Newmont Mining Corp.

58,465

997,559

Placer Dome, Inc.

113,600

1,094,931

TOTAL PRECIOUS METALS

4,699,434

RETAIL & WHOLESALE - 5.8%

Apparel Stores - 0.3%

Gap, Inc.

295,275

7,529,513

The Limited, Inc.

149,780

2,555,621

TJX Companies, Inc.

108,100

2,999,775

13,084,909

Drug Stores - 0.5%

CVS Corp.

136,200

8,163,488

Longs Drug Stores Corp.

13,100

316,038

Walgreen Co.

353,900

14,797,444

23,276,970

General Merchandise Stores - 3.0%

Consolidated Stores Corp. (a)

36,800

391,000

Costco Wholesale Corp. (a)

154,878

6,185,440

Dillards, Inc. Class A

34,900

412,256

Dollar General Corp.

110,816

2,091,652

Federated Department Stores, Inc. (a)

70,800

2,478,000

JCPenney Co., Inc.

88,600

963,525

Kmart Corp. (a)

165,800

880,813

Kohls Corp. (a)

113,800

6,941,800

Nordstrom, Inc.

47,500

863,906

Sears, Roebuck & Co.

122,100

4,242,975

Target Corp.

312,000

10,062,000

Shares

Value (Note 1)

The May Department Stores Co.

116,700

$ 3,821,925

Wal-Mart Stores, Inc.

1,578,700

83,868,438

123,203,730

Grocery Stores - 0.6%

Albertson's, Inc.

148,981

3,947,997

Kroger Co. (a)

292,000

7,902,250

Safeway, Inc. (a)

172,000

10,750,000

SUPERVALU, Inc.

44,100

611,888

Winn-Dixie Stores, Inc.

49,700

962,938

24,175,073

Retail & Wholesale, Miscellaneous - 1.4%

Alberto-Culver Co. Class B

18,500

792,031

Bed Bath & Beyond, Inc. (a)

95,800

2,143,525

Best Buy Co., Inc. (a)

70,800

2,093,025

Circuit City Stores, Inc. -
Circuit City Group

70,800

814,200

Home Depot, Inc.

814,050

37,191,909

Lowe's Companies, Inc.

132,700

5,905,150

Office Depot, Inc. (a)

115,000

819,375

RadioShack Corp.

66,500

2,847,031

Staples, Inc. (a)

163,350

1,929,572

Tiffany & Co., Inc.

48,600

1,536,975

Toys 'R' Us, Inc. (a)

83,900

1,400,081

57,472,874

TOTAL RETAIL & WHOLESALE

241,213,556

SERVICES - 0.6%

Advertising - 0.2%

Interpublic Group of Companies, Inc.

107,800

4,588,238

Omnicom Group, Inc.

62,200

5,154,825

9,743,063

Leasing & Rental - 0.0%

Ryder System, Inc.

26,600

442,225

Printing - 0.1%

Deluxe Corp.

26,800

677,236

R.R. Donnelley & Sons Co.

45,500

1,228,500

1,905,736

Services - 0.3%

Cendant Corp. (a)

241,541

2,324,832

Convergys Corp. (a)

54,100

2,451,406

Ecolab, Inc.

45,100

1,947,756

Fluor Corp. (a)

26,200

866,238

H&R Block, Inc.

35,200

1,456,400

Moody's Corp.

57,100

1,466,756

National Service Industries, Inc.

14,100

362,194

Robert Half International, Inc. (a)

63,400

1,680,100

12,555,682

TOTAL SERVICES

24,646,706

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - 21.9%

Communications Equipment - 4.5%

ADC Telecommunications, Inc. (a)

268,100

$ 4,859,313

Andrew Corp. (a)

30,812

670,161

Cabletron Systems, Inc. (a)

63,000

948,938

Cisco Systems, Inc. (a)

2,527,800

96,688,350

Comverse Technology, Inc. (a)

57,200

6,213,350

Corning, Inc.

326,500

17,243,281

Lucent Technologies, Inc.

1,178,806

15,913,881

Nortel Networks Corp.

1,090,880

34,976,340

Tellabs, Inc. (a)

143,200

8,090,800

185,604,414

Computer Services & Software - 6.5%

Adobe Systems, Inc.

86,800

5,050,675

America Online, Inc. (a)

824,200

28,682,160

Autodesk, Inc.

21,000

565,688

Automatic Data Processing, Inc.

220,900

13,985,731

BMC Software, Inc. (a)

84,600

1,184,400

BroadVision, Inc. (a)

98,500

1,163,531

Ceridian Corp. (a)

51,200

1,020,800

Citrix Systems, Inc. (a)

62,700

1,410,750

Computer Associates International, Inc.

202,512

3,948,984

Computer Sciences Corp. (a)

58,900

3,541,363

Compuware Corp. (a)

124,900

780,625

Electronic Data Systems Corp.

163,300

9,430,575

Equifax, Inc.

48,400

1,388,475

First Data Corp.

145,200

7,650,225

IMS Health, Inc.

106,700

2,880,900

Intuit, Inc. (a)

72,000

2,839,500

Mercury Interactive Corp. (a)

27,800

2,508,950

Microsoft Corp. (a)

1,873,100

81,245,713

NCR Corp. (a)

33,700

1,655,513

Novell, Inc. (a)

115,300

601,722

Oracle Corp. (a)

1,968,600

57,212,438

Parametric Technology Corp. (a)

93,900

1,261,781

Paychex, Inc.

130,225

6,332,191

PeopleSoft, Inc. (a)

98,800

3,674,125

Sabre Holdings Corp. Class A

48,864

2,107,260

Sapient Corp. (a)

39,600

472,725

Siebel Systems, Inc. (a)

151,400

10,238,425

Unisys Corp. (a)

108,100

1,580,963

VERITAS Software Corp. (a)

137,000

11,987,500

Yahoo!, Inc. (a)

192,400

5,784,025

272,187,713

Computers & Office Equipment - 5.0%

Adaptec, Inc. (a)

35,700

365,925

Apple Computer, Inc. (a)

118,700

1,765,663

Compaq Computer Corp.

600,662

9,039,963

Dell Computer Corp. (a)

904,600

15,773,963

EMC Corp. (a)

768,350

51,095,275

Gateway, Inc. (a)

111,800

2,011,282

Shares

Value (Note 1)

Hewlett-Packard Co.

695,800

$ 21,961,188

International Business Machines Corp.

616,000

52,360,000

Lexmark International, Inc. Class A (a)

44,600

1,976,338

Network Appliance, Inc. (a)

109,700

7,041,369

Palm, Inc.

202,475

5,732,573

Pitney Bowes, Inc.

92,500

3,064,063

Sun Microsystems, Inc. (a)

1,128,700

31,462,513

Symbol Technologies, Inc.

51,700

1,861,200

Xerox Corp.

231,800

1,072,075

206,583,390

Electronic Instruments - 0.9%

Agilent Technologies, Inc. (a)

158,020

8,651,595

Applera Corp. -
Applied Biosystems Group

72,500

6,819,531

Applied Materials, Inc. (a)

284,200

10,852,888

KLA-Tencor Corp. (a)

64,200

2,162,738

Novellus Systems, Inc. (a)

45,601

1,638,786

PerkinElmer, Inc.

17,100

1,795,500

Tektronix, Inc.

32,700

1,101,581

Teradyne, Inc. (a)

60,200

2,242,450

Thermo Electron Corp. (a)

61,000

1,814,750

37,079,819

Electronics - 4.9%

Advanced Micro Devices, Inc. (a)

111,600

1,541,475

Altera Corp. (a)

141,400

3,720,588

Analog Devices, Inc. (a)

125,000

6,398,438

Applied Micro Circuits Corp. (a)

104,300

7,827,389

Broadcom Corp. Class A (a)

82,400

6,921,600

Conexant Systems, Inc. (a)

79,400

1,220,775

Intel Corp.

2,364,400

71,079,775

JDS Uniphase Corp. (a)

337,391

14,064,987

Linear Technology Corp.

114,900

5,314,125

LSI Logic Corp. (a)

110,500

1,888,445

Maxim Integrated Products, Inc. (a)

99,200

4,743,000

Micron Technology, Inc. (a)

198,400

7,043,200

Molex, Inc.

69,300

2,460,150

Motorola, Inc.

764,315

15,477,379

National Semiconductor Corp. (a)

61,800

1,243,725

Power-One, Inc. (a)

26,600

1,045,713

QLogic Corp. (a)

31,800

2,448,600

Sanmina Corp. (a)

52,600

4,030,475

Solectron Corp. (a)

221,361

7,504,138

Texas Instruments, Inc.

607,298

28,770,743

Vitesse Semiconductor Corp. (a)

63,400

3,506,813

Xilinx, Inc. (a)

115,000

5,304,375

203,555,908

Photographic Equipment - 0.1%

Eastman Kodak Co.

109,400

4,307,625

TOTAL TECHNOLOGY

909,318,869

Common Stocks - continued

Shares

Value (Note 1)

TRANSPORTATION - 0.7%

Air Transportation - 0.3%

AMR Corp.

51,300

$ 2,010,319

Delta Air Lines, Inc.

44,700

2,243,381

Southwest Airlines Co.

183,475

6,151,917

US Airways Group, Inc. (a)

24,800

1,005,950

11,411,567

Railroads - 0.3%

Burlington Northern Santa Fe Corp.

148,454

4,203,104

CSX Corp.

75,738

1,964,454

Norfolk Southern Corp.

128,400

1,709,325

Union Pacific Corp.

86,100

4,369,575

12,246,458

Trucking & Freight - 0.1%

FedEx Corp. (a)

101,240

4,045,550

TOTAL TRANSPORTATION

27,703,575

UTILITIES - 9.7%

Cellular - 1.0%

ALLTEL Corp.

111,200

6,943,050

Nextel Communications, Inc. Class A (a)

267,500

6,620,625

QUALCOMM, Inc. (a)

262,000

21,533,125

Sprint Corp. - PCS Group Series 1 (a)

325,700

6,656,494

41,753,294

Electric Utility - 2.6%

AES Corp. (a)

165,900

9,186,713

Allegheny Energy, Inc.

38,900

1,874,494

Ameren Corp.

45,800

2,121,113

American Electric Power Co., Inc.

112,937

5,251,571

Calpine Corp. (a)

92,418

4,164,586

Cinergy Corp.

52,813

1,855,057

CMS Energy Corp.

43,622

1,382,272

Consolidated Edison, Inc.

78,700

3,029,950

Constellation Energy Corp.

50,300

2,266,644

Dominion Resources, Inc.

83,057

5,564,819

DTE Energy Co.

52,900

2,059,794

Duke Energy Corp.

130,507

11,125,722

Edison International

115,200

1,800,000

Entergy Corp.

79,700

3,372,306

Exelon Corp.

112,700

7,912,667

FirstEnergy Corp.

76,700

2,420,844

FPL Group, Inc.

62,800

4,505,900

GPU, Inc.

39,900

1,468,819

Niagara Mohawk Holdings, Inc. (a)

62,600

1,044,638

NiSource, Inc.

78,247

2,406,095

PG&E Corp.

133,500

2,670,000

Shares

Value (Note 1)

Pinnacle West Capital Corp.

30,000

$ 1,428,750

PPL Corp.

48,540

2,193,401

Progress Energy, Inc.

97,574

4,799,421

Progress Energy, Inc. warrants 12/31/07 (a)

34,400

15,480

Public Service Enterprise Group, Inc.

75,400

3,666,325

Reliant Energy, Inc.

100,722

4,362,522

Southern Co.

224,800

7,474,600

TXU Corp.

91,300

4,045,731

XCEL Energy, Inc.

115,305

3,351,052

108,821,286

Gas - 1.2%

Dynegy, Inc. Class A

111,419

6,246,428

El Paso Energy Corp.

80,500

5,765,813

Enron Corp.

265,700

22,086,313

KeySpan Corp.

45,100

1,911,113

Kinder Morgan, Inc.

40,400

2,108,375

NICOR, Inc.

16,300

703,956

ONEOK, Inc.

10,706

515,226

Peoples Energy Corp.

12,300

550,425

Sempra Energy

69,641

1,619,153

Williams Companies, Inc.

153,600

6,134,400

47,641,202

Telephone Services - 4.9%

AT&T Corp.

1,310,148

22,681,937

BellSouth Corp.

653,600

26,756,750

CenturyTel, Inc.

48,500

1,733,875

Global Crossing Ltd. (a)

318,025

4,551,733

Qwest Communications International, Inc. (a)

588,160

24,114,560

SBC Communications, Inc.

1,200,070

57,303,343

Sprint Corp. - FON Group

307,400

6,244,063

Verizon Communications

944,234

47,329,729

WorldCom, Inc. (a)

1,001,755

14,087,180

204,803,170

TOTAL UTILITIES

403,018,952

TOTAL COMMON STOCKS

(Cost $2,774,784,431)

4,125,254,185

Convertible Preferred Stocks - 0.0%

UTILITIES - 0.0%

Electric Utility - 0.0%

NiSource, Inc. $2.60 SAILS (a)
(Cost $34,434)

17,218

47,350

U.S. Treasury Obligations - 0.6%

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

U.S. Treasury Bills,
yield at date of purchase 5.36%
to 6.3% 1/4/01
to 3/29/01 (b)
(Cost $24,373,149)

-

$ 24,618,000

$ 24,378,411

Cash Equivalents - 8.0%

Shares

Bankers Trust Institutional
Daily Assets Fund, 6.57% (c)
(Cost $331,324,105)

331,324,105

331,324,105

TOTAL INVESTMENT PORTFOLIO - 108.0%

(Cost $3,130,516,119)

4,481,004,051

NET OTHER ASSETS - (8.0)%

(331,863,254)

NET ASSETS - 100%

$ 4,149,140,797

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

57 S&P 500 Stock Index Contracts

March 2001

$ 19,023,750

$ (139,392)

The face value of futures purchased as a percentage of net assets - 0.5%

Security Type Abbreviations

SAILS

-

Stock Appreciation Income Linked Securities

Legend

(a) Non-income producing

(b) 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 $24,378,411.

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

Other Information

Purchases of securities, other than short-term securities, aggregated $480,429,467. Sales of securities, other than short-term securities, aggregated $1,337,651,473, of which $1,105,950,791 represents the value of securities delivered in redemption of fund shares. The realized gain (loss) of $53,833,587 on securities delivered in redemption of fund shares is not taxable to the fund.

The market value of futures contracts opened and closed during the period amounted to $1,028,589,587 and $1,063,898,442, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company or Bankers Trust Company. The commissions paid to these affiliated firms were $0 and $34,914, respectively for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $322,823,479. The fund received cash collateral of $331,324,105 which was invested in cash equivalents.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $3,134,379,723. Net unrealized appreciation aggregated $1,346,624,328, of which $1,648,657,104 related to appreciated investment securities and $302,032,776 related to depreciated investment securities.

The fund hereby designates approximately $21,559,000 as a capital gain dividend for the purpose of the dividend paid deduction.

At December 31, 2000, the fund had a capital loss carryforward of approximately $12,929,000 all of which will expire on December 31, 2008.

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

Index 500 Portfolio

Fidelity Variable Insurance Products: Index 500 Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $3,130,516,119) -
See accompanying schedule

$ 4,481,004,051

Cash

36,461

Receivable for fund shares sold

6,666,090

Dividends receivable

3,469,570

Other receivables

45,557

Total assets

4,491,221,729

Liabilities

Payable for investments purchased

$ 7,829,380

Payable for fund shares redeemed

1,503,596

Accrued management fee

637,641

Payable for daily variation on
futures contracts

410,603

Other payables and
accrued expenses

375,607

Collateral on securities loaned,
at value

331,324,105

Total liabilities

342,080,932

Net Assets

$ 4,149,140,797

Net Assets consist of:

Paid in capital

$ 2,766,129,586

Undistributed net investment income

44,119,720

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

(11,457,049)

Net unrealized appreciation (depreciation) on investments

1,350,348,540

Net Assets

$ 4,149,140,797

Initial Class:
Net Asset Value, offering price
and redemption price per share
($4,148,727,817 ÷
27,744,808 shares)

$149.53

Service Class:
Net Asset Value, offering price
and redemption price per share
($89,661 ÷ 599.9 shares)

$149.46

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($323,319 ÷ 2,167.3 shares)

$149.18

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 52,788,646

Interest

4,201,935

Security lending

385,890

Total income

57,376,471

Expenses

Management fee

$ 11,346,273

Transfer agent fees

3,079,823

Distribution fees

343

Accounting fees

650,078

Non-interested trustees' compensation

16,114

Registration fees

59,131

Audit

62,896

Legal

33,617

Miscellaneous

218,152

Total expenses before reductions

15,466,427

Expense reductions

(2,271,492)

13,194,935

Net investment income

44,181,536

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

62,586,274

Foreign currency transactions

(569)

Futures contracts

(14,113,863)

48,471,842

Change in net unrealized appreciation (depreciation) on:

Investment securities

(537,752,200)

Futures contracts

(1,310,932)

(539,063,132)

Net gain (loss)

(490,591,290)

Net increase (decrease) in net assets resulting from operations

$ (446,409,754)

Other Information

Expense reductions
FMR reimbursement

Initial class

$ 2,243,429

Service class

24

Service class 2

271

Custodian credits

27,768

$ 2,271,492

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

Annual Report

Variable Insurance Products: Index 500 Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 44,181,536

$ 51,674,088

Net realized gain (loss)

48,471,842

9,155,111

Change in net unrealized appreciation (depreciation)

(539,063,132)

832,662,055

Net increase (decrease) in net assets resulting from operations

(446,409,754)

893,491,254

Distributions to shareholders
From net investment income

(51,736,686)

(39,106,912)

From net realized gain

(22,615,438)

(26,536,833)

Total distributions

(74,352,124)

(65,643,745)

Share transactions - net increase (decrease)

(868,832,015)

938,819,660

Total increase (decrease) in net assets

(1,389,593,893)

1,766,667,169

Net Assets

Beginning of period

5,538,734,690

3,772,067,521

End of period (including undistributed net investment income of $44,119,720 and $51,598,237, respectively)

$ 4,149,140,797

$ 5,538,734,690

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

8,463,215

$ 1,364,549,374

12,455,112

$ 1,868,929,324

Reinvested

477,249

74,350,653

468,884

65,643,745

Redeemed

(14,280,085)

(2,308,173,895)

(6,545,615)

(995,753,409)

Net increase (decrease)

(5,339,621)

$ (869,273,868)

6,378,381

$ 938,819,660

Service Class B
Sold

600

$ 100,000

Reinvested

-

-

Redeemed

-

-

Net increase (decrease)

600

$ 100,000

Service Class 2 A
Sold

2,387

$ 375,234

Reinvested

9

1,470

Redeemed

(229)

(34,851)

Net increase (decrease)

2,167

$ 341,853

Distributions
From net investment income
Initial Class

$ 51,735,663

$ 39,106,912

Service Class B

-

-

Service Class 2 A

1,023

-

Total

$ 51,736,686

$ 39,106,912

From net realized gain
Initial Class

$ 22,614,991

$ 26,536,833

Service Class B

-

-

Service Class 2 A

447

-

Total

$ 22,615,438

$ 26,536,833

$ 74,352,124

$ 65,643,745

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

B Service Class commenced sale of shares July 7, 2000.

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

Index 500 Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 167.41

$ 141.24

$ 114.40

$ 89.05

$ 75.71

Income from Investment Operations

Net investment income

1.51 D

1.64 D

1.65 D

1.80 D

1.04

Net realized and unrealized gain (loss)

(16.99)

26.88

29.70

26.67

15.55

Total from investment operations

(15.48)

28.52

31.35

28.47

16.59

Less Distributions

From net investment income

(1.67)

(1.40)

(1.36)

(1.03)

(.91)

From net realized gain

(.73)

(.95)

(3.15)

(2.09)

(2.34)

Total distributions

(2.40)

(2.35)

(4.51)

(3.12)

(3.25)

Net asset value, end of period

$ 149.53

$ 167.41

$ 141.24

$ 114.40

$ 89.05

Total Return B, C

(9.30)%

20.52%

28.31%

32.83%

22.71%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,148,728

$ 5,538,735

$ 3,772,068

$ 2,098,042

$ 823,243

Ratio of expenses to average net assets

.28% F

.28% F

.28% F

.28% F

.28% F

Ratio of net investment income to average net assets

.94%

1.09%

1.33%

1.74%

2.26%

Portfolio turnover rate

10%

8%

4%

9%

14%

Financial Highlights - Service Class

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 166.69

Income from Investment Operations

Net investment income D

.65

Net realized and unrealized gain (loss)

(17.88)

Total from investment operations

(17.23)

Net asset value, end of period

$ 149.46

Total ReturnB, C

(10.34)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 90

Ratio of expenses to average net assets

.38% A, F

Ratio of net investment income to average net assets

.84% A

Portfolio turnover rate

10%

A Annualized

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

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

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

E For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

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

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 163.25

Income from Investment Operations

Net investment income D

1.04

Net realized and unrealized gain (loss)

(12.71)

Total from investment operations

(11.67)

Less Distributions

From net investment income

(1.67)

From net realized gain

(.73)

Total distributions

(2.40)

Net asset value, end of period

$ 149.18

Total Return B, C

(7.21)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 323

Ratio of expenses to average net assets

.53% A, F

Ratio of net investment income to average net assets

.69% A

Portfolio turnover rate

10%

A Annualized

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

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

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

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

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

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

Index 500 Portfolio

Performance and Investment Summary

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Initial Class

Performance

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

Average Annual Total Returns

Periods ended December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Investment Grade Bond -
Initial Class

11.22%

6.15%

7.68%

LB Aggregate Bond

11.63%

6.46%

7.96%

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

You can compare these figures to the Lehman Brothers Aggregate Bond Index - a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. This benchmark includes reinvested dividends and capital gains, if any.

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

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


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Initial Class on December 31, 1990. By December 31, 2000, the value of the investment would have grown to $20,964 - a 109.64% increase on the initial investment. For comparison, look at how the Lehman Brothers Aggregate Bond Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $21,504 - a 115.04% increase.

Investment Summary

Quality Diversification as of December 31, 2000

(Moody's Ratings)

% of fund's
investments

Aaa

59.9

Aa

3.9

A

12.6

Baa

16.3

Ba and Below

0.1

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ® ratings. Securities rated as Ba or below were rated investment grade by other nationally recognized rating agencies or assigned an investment grade rating at the time of acquisition by Fidelity.

Average Years to Maturity as of December 31, 2000

Years

9.2

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

12.8

Utilities

5.8

Construction & Real Estate

3.1

Media & Leisure

2.4

Energy

1.4

Annual Report

Fund Talk: The Manager's Overview

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

(Portfolio Manager photograph)

An interview with
Kevin Grant, Portfolio Manager of Investment Grade Bond Portfolio

Q. How did the fund perform, Kevin?

A. For the 12 months that ended December 31, 2000, the fund performed in line with the Lehman Brothers Aggregate Bond Index, which returned 11.63%.

Q. How would you recap the investment-grade bond market in 2000?

A. In short, the more risk a security had, the worse it performed. So, it's no surprise that Treasuries, one of the few securities without credit risk, outperformed nearly all spread sectors - namely corporate, mortgage and agency securities - and most equities, for that matter, during the period. Early in the year, the U.S. government announced its intent to use federal government surplus funds to pay down the national debt by repurchasing outstanding long-term Treasury securities. The scarcity premium created by a dwindling supply of long-dated Treasuries sent prices soaring and yields plummeting. A series of interest-rate hikes levied by a highly restrictive Federal Reserve Board during the first half of the period aimed at taming inflationary pressures, coupled with persistent flights to safety from nervous equity investors, further bolstered the long bond. By mid-year, Treasuries continued to outperform, as it became increasingly clear that the economy was slowing. However, later in the period, most spread sectors attempted a comeback, which, along with the prospect of smaller government surpluses under a new presidential administration, helped narrow the performance gap relative to Treasuries. All told, investment-grade bonds had their best year since 1995.

Q. What drove fund performance during this time frame?

A. The fund's positioning in Treasuries had a positive impact on performance. Even though we were underweighted relative to the index at this time, we managed to gain ground by way of security selection. We benefited from adding long-term Treasuries and callable Treasuries in advance of the buybacks. We also executed some fairly successful trading strategies that capitalized on dramatic changes in the shape of the Treasury yield curve. Also, owning the right agencies helped, as these long-dated issues rebounded nicely during the period after struggling in the spring under a political cloud in Washington that threatened to strip Fannie Mae and Freddie Mac of their implicit government backing. Finally, the fund's seasoned discount mortgages - those created in 1996 and 1997 - benefited from strong housing turnover fueled by a robust economy. A red-hot housing market meant higher-than-normal prepayment activity, which resulted in a steady windfall for us as we got prepaid at par, or face value, while market prices were at discounts. However, late in the period when mortgage prices were above par, I scaled back modestly on the position due to higher prepayment risk as a result of falling mortgage rates.

Q. How about the fund's corporate bond holdings?

A. Although they posted positive returns, corporate bonds were plagued during the year by deteriorating credit conditions, a slumping stock market and growing supply pressures. While we held corporate bonds, we managed to curb the effects by maintaining a shorter duration early in the period when yield spreads widened the most. Anticipating a slowdown in the U.S. economy earlier in the year, I became much more defensive in terms of our corporate holdings, reducing our risk exposure through increased diversification. Although we weren't immune to a handful of bonds that performed poorly during the period, our positions were quite small, and this helped limit our downside. Despite the fact that most corporates lagged the rest of the market, tactical allocations to high-quality issuers within various subsectors, such as energy and media, aided relative performance. Moreover, by investing in corporate substitutes, including commercial mortgage-backed securities and Yankee bonds - dollar-denominated securities issued by foreign entities - we were able to further diversify the portfolio while increasing its return potential.

Q. What's your outlook?

A. I feel that investment-grade bonds should continue to produce reasonably attractive absolute returns in the coming months. I think there's a lot of value in the non-Treasury markets, especially in the corporate segment where prices haven't been this low in over a decade. By historical standards, investors are currently paid handsomely for taking on additional risk. Since it seems like it will be tougher to make money on Treasuries going forward and given the current credit environment, I plan to maintain a modest overweighting in corporate bonds - focusing on the more defensive sectors and adding to the fund's positions while valuations appear attractive.

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


Fund Facts

Goal: seeks to provide a high rate of income consistent with reasonable risk by investing in a broad range of investment-grade fixed-income securities; in addition, the fund seeks to protect capital

Start date: December 5, 1988

Size: as of December 31, 2000, more than $740 million

Manager: Kevin Grant, since 1997; joined Fidelity in 1993

3

Annual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Nonconvertible Bonds - 28.8%

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

AEROSPACE & DEFENSE - 0.1%

Defense Electronics - 0.1%

Raytheon Co. 7.9% 3/1/03

Baa2

$ 705,000

$ 722,928

BASIC INDUSTRIES - 0.3%

Paper & Forest Products - 0.3%

Fort James Corp.:

6.5% 9/15/02

Baa3

2,000,000

1,934,220

6.625% 9/15/04

Baa3

350,000

325,997

2,260,217

CONSTRUCTION & REAL ESTATE - 3.1%

Real Estate - 0.4%

Cabot Industrial Property LP 7.125% 5/1/04

Baa2

1,325,000

1,314,930

Duke Realty LP 7.3% 6/30/03

Baa1

1,500,000

1,519,650

2,834,580

Real Estate Investment Trusts - 2.7%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

510,000

498,857

Equity Office Properties Trust:

6.5% 1/15/04

Baa1

2,885,000

2,847,351

6.625% 2/15/05

Baa1

4,500,000

4,431,645

6.75% 2/15/08

Baa1

4,020,000

3,895,983

ProLogis Trust 6.7% 4/15/04

Baa1

565,000

562,746

Spieker Properties LP:

6.75% 1/15/08

Baa2

7,000,000

6,779,010

6.8% 5/1/04

Baa2

705,000

704,161

19,719,753

TOTAL CONSTRUCTION & REAL ESTATE

22,554,333

ENERGY - 1.4%

Oil & Gas - 1.4%

Anadarko Petroleum Corp.:

7% 11/15/27

Baa1

1,400,000

1,326,458

7.2% 3/15/29

Baa1

2,490,000

2,450,683

Apache Corp. 7.7% 3/15/26

A3

550,000

566,451

Apache Finance Property Ltd. 6.5% 12/15/07

A3

940,000

931,596

Duke Energy Field Services LLC 7.875% 8/16/10

Baa2

2,000,000

2,135,400

Ras Laffan Liquid Natural Gas Co. Ltd. yankee 8.294% 3/15/14 (c)

Baa3

1,900,000

1,866,902

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

A2

1,270,000

1,321,702

10,599,192

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

FINANCE - 12.8%

Banks - 4.5%

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

A1

$ 1,000,000

$ 1,003,780

Banc One Corp. 7.25% 8/1/02

A1

1,000,000

1,014,310

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

Aa3

4,500,000

4,688,775

Bank of Montreal 6.1% 9/15/05

A1

3,000,000

2,927,520

Bank One Capital III 8.75% 9/1/30

Aa3

1,200,000

1,173,228

Bank One Corp. 7.875% 8/1/10

A1

2,550,000

2,656,667

Barclays Bank PLC yankee:

5.95% 7/15/01

A1

2,150,000

2,146,517

8.55% 9/29/49 (b)(c)

Aa2

2,360,000

2,464,194

Capital One Bank 6.375% 2/15/03

Baa2

930,000

908,182

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

Baa3

1,290,000

1,177,951

FleetBoston Financial Corp. 7.25% 9/15/05

A2

1,695,000

1,753,393

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

A1

250,000

254,958

Kansallis-Osake-Pankki yankee 10% 5/1/02

A1

260,000

271,393

Korea Development Bank:

6.625% 11/21/03

Baa2

1,635,000

1,605,243

7.125% 4/22/04

Baa2

250,000

249,268

7.375% 9/17/04

Baa2

1,320,000

1,320,304

MBNA Corp.:

6.34% 6/2/03

Baa2

350,000

342,506

6.875% 11/15/02

Baa2

1,750,000

1,751,068

Providian National Bank 6.75% 3/15/02

Baa3

3,000,000

2,966,490

Royal Bank of Scotland Group PLC 9.118% 3/31/49

A1

1,100,000

1,196,712

Union Planters Corp. 6.75% 11/1/05

Baa2

400,000

397,616

Union Planters National Bank 6.81% 8/20/01

A3

500,000

500,110

32,770,185

Credit & Other Finance - 7.7%

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

Aa3

2,205,000

2,274,766

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

A3

1,125,000

1,051,515

Associates Corp. of North America:

6% 4/15/03

Aa3

1,150,000

1,146,447

6% 7/15/05

Aa3

2,500,000

2,464,150

Nonconvertible Bonds - continued

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

FINANCE - continued

Credit & Other Finance - continued

Bell Atlantic Financial Service, Inc. 7.6% 3/15/07

A1

$ 1,100,000

$ 1,133,781

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

A1

500,000

476,140

Citigroup, Inc. 7.25% 10/1/10

Aa3

2,900,000

2,996,077

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

A2

250,000

248,583

ERP Operating LP:

6.55% 11/15/01

A3

1,150,000

1,148,620

7.1% 6/23/04

A3

1,000,000

1,004,950

First Security Capital I 8.41% 12/15/26

A3

235,000

218,668

Ford Motor Credit Co.:

7.5% 3/15/05

A2

7,000,000

7,174,090

7.875% 6/15/10

A2

370,000

380,608

General Motors Acceptance Corp.:

7.5% 7/15/05

A2

500,000

513,440

7.625% 6/15/04

A2

2,000,000

2,055,740

7.75% 1/19/10

A2

1,300,000

1,341,626

GS Escrow Corp. 7.125% 8/1/05

Ba1

1,145,000

1,074,479

HSBC Capital Funding LP:

9.547% 12/31/49 (b)(c)

A1

2,600,000

2,852,330

10.176% 12/31/49 (b)(c)

A1

485,000

556,892

ING Capital Funding Trust III 8.439% 12/31/49 (e)

Aa3

2,550,000

2,588,531

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

A1

970,000

955,935

Qwest Capital Funding, Inc.:

7.75% 8/15/06 (c)

Baa1

1,300,000

1,349,504

7.9% 8/15/10 (c)

Baa1

1,100,000

1,152,008

Sprint Capital Corp.:

5.7% 11/15/03

Baa1

1,480,000

1,418,240

5.875% 5/1/04

Baa1

1,080,000

1,037,113

6.875% 11/15/28

Baa1

5,100,000

4,123,809

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

Baa3

810,000

805,950

TXU Eastern Funding:

6.15% 5/15/02

Baa1

2,900,000

2,852,875

6.75% 5/15/09

Baa1

785,000

736,683

U.S. West Capital Funding, Inc.:

6.5% 11/15/18

Baa1

660,000

582,839

6.875% 7/15/28

Baa1

205,000

181,052

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

Aa2

1,600,000

1,684,160

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Unicredito Italiano Capital Trust II yankee 9.2% 10/29/49 (b)(c)

A1

$ 900,000

$ 919,269

Unilever Capital Corp. 6.875% 11/1/05

A1

1,500,000

1,548,900

Verizon Global Funding Corp.:

6.75% 12/1/05 (c)

A1

3,055,000

3,064,165

7.75% 12/1/30 (c)

A1

2,020,000

2,072,480

57,186,415

Insurance - 0.1%

Executive Risk Capital Trust 8.675% 2/1/27

Baa3

750,000

724,523

Savings & Loans - 0.1%

Long Island Savings Bank FSB 6.2% 4/2/01

Baa3

750,000

746,918

Securities Industry - 0.4%

Amvescap PLC yankee 6.6% 5/15/05

A2

2,900,000

2,842,261

TOTAL FINANCE

94,270,302

INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%

Tyco International Group SA yankee 6.875% 1/15/29

Baa1

1,500,000

1,388,505

MEDIA & LEISURE - 2.4%

Broadcasting - 1.9%

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

Baa3

2,100,000

1,975,995

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

A3

810,000

841,266

Hearst-Argyle Television, Inc. 7% 1/15/18

Baa3

3,400,000

2,874,836

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

A3

1,915,000

2,178,236

TCI Communications Financing III 9.65% 3/31/27

A3

1,500,000

1,619,985

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

Baa1

1,240,000

1,337,538

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

3,000,000

2,993,550

13,821,406

Entertainment - 0.3%

Viacom, Inc. 7.875% 7/30/30

A3

2,100,000

2,152,786

Publishing - 0.2%

News America, Inc. 7.3% 4/30/28

Baa3

2,310,000

1,861,467

TOTAL MEDIA & LEISURE

17,835,659

Nonconvertible Bonds - continued

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

NONDURABLES - 0.4%

Foods - 0.2%

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

Baa1

$ 1,270,000

$ 1,275,067

Tobacco - 0.2%

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

Baa2

1,800,000

1,752,426

TOTAL NONDURABLES

3,027,493

RETAIL & WHOLESALE - 0.2%

General Merchandise Stores - 0.2%

Federated Department Stores, Inc. 8.5% 6/15/03

Baa1

1,700,000

1,735,802

TECHNOLOGY - 1.2%

Computers & Office Equipment - 1.2%

Comdisco, Inc.:

5.95% 4/30/02

Baa2

3,000,000

2,310,000

6.375% 11/30/01

Baa2

3,200,000

2,944,000

7.23% 8/16/01

Baa2

3,000,000

2,746,650

7.25% 9/1/02

Baa2

1,000,000

770,000

8,770,650

TRANSPORTATION - 0.9%

Air Transportation - 0.3%

Continental Airlines, Inc. pass thru trust certificates Series 1999 2:

Class C1, 7.73% 9/15/12

Baa1

200,754

198,687

Class C2, 7.434% 3/15/06

Baa1

550,000

549,211

Delta Air Lines, Inc.:

equipment trust certificate 8.54% 1/2/07

Baa1

352,386

350,818

7.57% 11/18/10

Aa2

465,000

494,165

7.92% 11/18/10

Aa3

500,000

531,960

2,124,841

Railroads - 0.6%

Burlington Northern Santa Fe Corp. 6.53% 7/15/37

Baa2

3,000,000

2,992,890

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

1,700,000

1,727,030

4,719,920

TOTAL TRANSPORTATION

6,844,761

UTILITIES - 5.8%

Electric Utility - 2.1%

Avon Energy Partners Holdings:

6.46% 3/4/08 (c)

Baa2

1,500,000

1,405,560

7.05% 12/11/07 (c)

Baa2

3,000,000

2,909,940

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Dominion Resources, Inc.:

7.6% 7/15/03

Baa1

$ 1,010,000

$ 1,035,250

8.125% 6/15/10

Baa1

445,000

481,005

DR Investments UK PLC yankee 7.1% 5/15/02 (c)

A3

1,500,000

1,504,965

Florida Power & Light Co. 6.875% 12/1/05

Aa3

2,160,000

2,212,877

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

A3

1,900,000

1,675,382

Nisource Finance Corp.:

7.625% 11/15/05 (c)

Baa2

1,800,000

1,870,303

7.875% 11/15/10 (c)

Baa2

2,120,000

2,231,669

Texas Utilities Co. 6.375% 1/1/08

Baa3

205,000

194,094

15,521,045

Gas - 0.7%

KeySpan Corp.:

7.25% 11/15/05

A3

1,255,000

1,306,204

7.625% 11/15/10

A3

925,000

984,570

Reliant Energy Resources Corp. 8.125% 7/15/05 (c)

Baa1

1,000,000

1,040,110

Sempra Energy 7.95% 3/1/10

A2

610,000

603,595

Southwest Gas Corp. 9.75% 6/15/02

Baa2

1,000,000

1,038,790

4,973,269

Telephone Services - 3.0%

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

A2

2,845,000

2,273,923

British Telecommunications PLC:

7.625% 12/15/05

A2

3,000,000

3,029,760

8.625% 12/15/30

A2

3,600,000

3,627,036

Cable & Wireless Optus Ltd.:

8% 6/22/10 (c)

Baa1

1,000,000

1,096,360

8.125% 6/15/09 (c)

Baa1

3,000,000

3,289,680

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

Baa1

1,730,000

1,685,262

Telefonica Europe BV 8.25% 9/15/30

A2

1,060,000

1,066,858

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

3,273,000

3,242,757

7.7% 7/20/29

Baa1

2,091,000

2,081,653

WorldCom, Inc. 6.95% 8/15/28

A3

1,175,000

986,189

22,379,478

TOTAL UTILITIES

42,873,792

TOTAL NONCONVERTIBLE BONDS

(Cost $212,838,859)

212,883,634

U.S. Government and Government Agency Obligations - 26.2%

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

U.S. Government Agency Obligations - 6.8%

Fannie Mae:

6% 12/15/05

Aaa

$ 2,405,000

$ 2,433,379

6.5% 4/29/09

Aaa

3,075,000

3,054,797

7% 7/15/05

Aaa

2,760,000

2,896,703

7.125% 6/15/10

Aaa

2,600,000

2,810,444

7.25% 1/15/10

Aaa

7,765,000

8,432,324

Federal Agricultural Mortgage Corp. 7.01% 2/10/05

Aaa

10,000

10,458

Federal Home Loan Bank 6.75% 2/1/02

Aaa

3,490,000

3,526,540

Freddie Mac:

5.75% 3/15/09

Aaa

4,300,000

4,240,187

6.45% 4/29/09

Aaa

3,000,000

2,968,590

6.75% 3/15/31

Aaa

8,000,000

8,573,760

6.77% 9/15/02

Aaa

150,000

152,649

6.875% 1/15/05

Aaa

2,045,000

2,128,068

7% 7/15/05

Aaa

5,575,000

5,850,238

Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development) 8.5% 4/1/06

Aaa

1,419,994

1,515,191

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency):

Class 1-C, 9.25% 11/15/01

Aaa

295,017

300,395

Class 2-E, 9.4% 5/15/02

Aaa

105,439

107,347

Class 3-T, 9.625% 5/15/02

Aaa

7,267

7,414

Guaranteed Export Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank):

Series 1993-C, 5.2% 10/15/04

Aaa

3,556

3,511

Series 1993-D, 5.23% 5/15/05

Aaa

7,660

7,553

Series 1994-A, 7.12% 4/15/06

Aaa

5,631

5,825

Guaranteed Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) Series 1994-B, 7.5% 1/26/06

Aaa

5,628

5,849

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Israel Export Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) Series 1994-1, 6.88% 1/26/03

Aaa

$ 5,882

$ 5,895

Overseas Private Investment Corp. U.S. Government guaranteed participation certificates Series 1994-195, 6.08% 8/15/04

Aaa

89,425

90,327

Private Export Funding Corp. secured:

5.65% 3/15/03

Aaa

101,250

100,337

6.86% 4/30/04

Aaa

802,142

814,659

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

50,042,440

U.S. Treasury Obligations - 19.4%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

14,170,000

15,412,142

6.625% 2/15/27

Aaa

2,500,000

2,855,475

8% 11/15/21

Aaa

9,150,000

11,840,649

8.875% 8/15/17

Aaa

1,305,000

1,773,782

12% 8/15/13

Aaa

20,280,000

28,651,787

14% 11/15/11

Aaa

1,465,000

2,097,235

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

510,000

495,893

5.5% 2/15/08

Aaa

1,400,000

1,425,368

5.625% 9/30/01

Aaa

3,750,000

3,748,238

5.75% 8/15/10

Aaa

900,000

943,173

6.5% 5/31/02

Aaa

31,140,000

31,607,100

7% 7/15/06

Aaa

35,250,000

38,367,510

U.S. Treasury Notes - Principal Strips 0% 5/15/02

Aaa

5,020,000

4,669,755

TOTAL U.S. TREASURY OBLIGATIONS

143,888,107

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $188,604,250)

193,930,547

U.S. Government Agency -
Mortgage Securities - 31.9%

Fannie Mae - 26.5%

6% 2/1/13 to 2/1/29

Aaa

12,455,600

12,129,972

6.5% 2/1/10 to 10/1/30

Aaa

83,277,257

82,216,220

6.5% 1/1/31 (d)

Aaa

76,000

74,931

7% 12/1/24 to 3/1/29

Aaa

27,930,225

28,010,573

7.5% 7/1/07 to 11/1/29

Aaa

34,692,822

35,238,691

7.5% 1/1/31 (d)

Aaa

18,846,000

19,128,690

8% 3/1/23 to 6/1/30

Aaa

1,507,372

1,553,499

U.S. Government Agency -
Mortgage Securities - continued

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Fannie Mae - continued

8% 1/1/31 (d)

Aaa

$ 17,820,000

$ 18,265,500

8.5% 3/1/25 to 6/1/25

Aaa

17,416

17,982

TOTAL FANNIE MAE

196,636,058

Freddie Mac - 1.1%

7.5% 10/1/30

Aaa

5,965,031

6,056,356

8.5% 3/1/20 to 1/1/28

Aaa

1,909,325

1,975,473

TOTAL FREDDIE MAC

8,031,829

Government National Mortgage Association - 4.3%

6% 8/15/08 to 5/15/09

Aaa

2,504,685

2,505,068

6.5% 10/15/27 to 12/15/28

Aaa

20,736,863

20,513,705

7.5% 3/15/06 to 10/15/28

Aaa

8,304,855

8,461,164

8% 2/15/17

Aaa

118,481

122,998

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

31,602,935

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $235,519,998)

236,270,822

Asset-Backed Securities - 3.4%

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

A1

1,500,000

1,496,715

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

880,000

872,988

Discover Card Master Trust I 5.85% 11/16/04

A2

4,000,000

3,990,625

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

830,000

832,464

6.4% 12/15/02

Aa2

480,000

481,950

7.03% 11/15/03

Aaa

209,000

211,874

JCPenney Master Credit Card Trust 5.5% 6/15/07

Aaa

7,000,000

6,912,500

Key Auto Finance Trust:

6.3% 10/15/03

A2

75,844

75,607

6.65% 10/15/03

Baa3

49,531

49,515

Premier Auto Trust
5.59% 2/9/04

Aaa

6,000,000

5,966,220

Railcar Trust 7.75% 6/1/04

Aaa

452,610

466,188

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Sears Credit Account Master Trust II:

6.75% 9/16/09

Aaa

$ 2,255,000

$ 2,314,898

7.5% 11/15/07

A2

1,300,000

1,332,500

TOTAL ASSET-BACKED SECURITIES

(Cost $24,961,370)

25,004,044

Commercial Mortgage Securities - 2.3%

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1:

Class D, 7.12% 1/10/13 (c)

Aa1

2,100,000

2,099,836

Class E, 7.47% 1/10/13 (c)(e)

Baa1

2,650,000

2,649,793

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

Baa2

1,080,000

1,062,229

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

AAA

1,100,000

1,170,902

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

Aaa

3,000,000

3,206,361

Equitable Life Assurance Society of the United States:

Series 174 Class C1, 7.52% 5/15/06 (c)

A2

500,000

518,594

Series 961 Class B1, 7.33% 5/15/06 (c)

Aa2

500,000

521,016

Fannie Mae sequential pay Series 1996-M5 Class A1, 7.141% 7/25/10 ACES

Aaa

58,822

59,824

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 2000-C3 Class A2, 6.957% 12/1/15

Aaa

2,000,000

2,057,500

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

Baa3

1,000,000

945,313

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

Aaa

2,500,000

2,510,547

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $16,444,111)

16,801,915

Foreign Government and Government Agency Obligations (f) - 3.0%

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

British Columbia Province yankee 7% 1/15/03

Aa2

$ 500,000

$ 510,025

Korean Republic yankee 8.75% 4/15/03

Baa2

775,000

805,605

Manitoba Province yankee 6.75% 3/1/03

Aa3

500,000

510,615

Quebec Province:

yankee:

7.125% 2/9/24

A2

250,000

255,145

7.5% 7/15/23

A2

8,550,000

9,104,981

7% 1/30/07

A2

1,000,000

1,038,310

7.5% 9/15/29

A2

6,480,000

6,915,456

United Mexican States:

8.5% 2/1/06

Baa3

1,200,000

1,212,000

9.875% 2/1/10

Baa3

2,290,000

2,464,040

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $22,486,078)

22,816,177

Supranational Obligations - 0.6%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $3,974,840)

Aaa

4,000,000

4,073,840

Cash Equivalents - 7.4%

Maturity Amount

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 6.49%, dated 12/29/00 due 1/2/01
(Cost $54,751,000)

$ 54,790,464

54,751,000

TOTAL INVESTMENT
PORTFOLIO - 103.6%

(Cost $759,580,506)

766,531,979

NET OTHER ASSETS - (3.6)%

(26,285,730)

NET ASSETS - 100%

$ 740,246,249

Legend

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

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

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $43,873,285 or 5.9% of net assets.

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

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

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

Other Information

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

Moody's Ratings

S&P Ratings

Aaa, Aa, A

76.2%

AAA, AA, A

68.5%

Baa

16.3%

BBB

15.8%

Ba

0.1%

BB

1.1%

B

0.0%

B

0.0%

Caa

0.0%

CCC

0.0%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

Purchases and sales of securities, other than short-term securities, aggregated $984,514,096 and $957,050,571, respectively, of which long-term U.S. government and government agency obligations aggregated $777,713,796 and $740,822,478, respectively.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $17,520,200. The weighted average interest rate was 6.05%. Interest earned from the interfund lending program amounted to $29,446 and is included in interest income on the Statement of Operations.

The fund participated in the security lending program. At period end, there were no loans outstanding.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $759,893,269. Net unrealized appreciation aggregated $6,638,710, of which $13,123,675 related to appreciated investment securities and $6,484,965 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $22,612,000 of which $11,269,000 and $11,343,000 will expire on December 31, 2007 and 2008, respectively.

A total of 12.26% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax. The fund will notify shareholders in January 2001 of amounts for use in preparing 2000 income tax returns (unaudited).

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

Investment Grade Bond Portfolio

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value (including repurchase agreements of $54,751,000)
(cost $759,580,506) -
See accompanying schedule

$ 766,531,979

Cash

135

Receivable for investments sold

2,230,353

Receivable for fund shares sold

3,005,762

Interest receivable

10,154,295

Total assets

781,922,524

Liabilities

Payable for investments purchased
Regular delivery

$ 1,865,134

Delayed delivery

37,396,411

Payable for fund shares redeemed

2,075,043

Accrued management fee

254,043

Distribution fees payable

55

Other payables and accrued expenses

85,589

Total liabilities

41,676,275

Net Assets

$ 740,246,249

Net Assets consist of:

Paid in capital

$ 714,497,239

Undistributed net investment income

41,328,235

Accumulated undistributed
net realized gain (loss)
on investments

(22,530,698)

Net unrealized appreciation (depreciation) on investments

6,951,473

Net Assets

$ 740,246,249

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($739,910,712 ÷
58,766,801 shares)

$12.59

Service Class:
Net Asset Value, offering price
and redemption price
per share ($106,585 ÷
8,474 shares)

$12.58

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($228,952 ÷
18,264 shares)

$12.54

Statement of Operations

Year ended December 31, 2000

Investment Income

Interest

$ 45,027,059

Security lending

65,411

Total income

45,092,470

Expenses

Management fee

$ 2,726,435

Transfer agent fees

430,368

Distribution fees

372

Accounting and security lending fees

176,638

Non-interested trustees' compensation

2,189

Custodian fees and expenses

43,392

Audit

31,222

Legal

4,619

Miscellaneous

27,847

Total expenses before reductions

3,443,082

Expense reductions

(5,296)

3,437,786

Net investment income

41,654,684

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

(10,492,303)

Change in net unrealized appreciation (depreciation)
on investment securities

37,499,798

Net gain (loss)

27,007,495

Net increase (decrease) in net assets resulting from operations

$ 68,662,179

Other Information

Expense reductions
FMR Reimbursement,
Service Class 2

$ 910

Custodian credits

4,386

$ 5,296

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

Annual Report

Variable Insurance Products: Investment Grade Bond Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 41,654,684

$ 43,183,071

Net realized gain (loss)

(10,492,303)

(11,737,244)

Change in net unrealized appreciation (depreciation)

37,499,798

(38,771,648)

Net increase (decrease) in net assets resulting from operations

68,662,179

(7,325,821)

Distributions to shareholders
From net investment income

(43,339,425)

(28,513,399)

From net realized gain

-

(8,945,380)

Total distributions

(43,339,425)

(37,458,779)

Share transactions - net increase (decrease)

56,071,728

28,823,589

Total increase (decrease) in net assets

81,394,482

(15,961,011)

Net Assets

Beginning of period

658,851,767

674,812,778

End of period (including undistributed net investment income of $41,328,235 and $42,809,963, respectively)

$ 740,246,249

$ 658,851,767

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

20,063,685

$ 241,746,618

20,833,388

$ 258,967,451

Reinvested

3,827,956

43,332,459

3,052,875

37,458,779

Redeemed

(19,290,975)

(229,327,088)

(21,798,580)

(267,602,641)

Net increase (decrease)

4,600,666

$ 55,751,989

2,087,683

$ 28,823,589

Service Class A
Sold

8,474

$ 100,000

-

$ -

Reinvested

-

-

-

-

Redeemed

-

-

-

-

Net increase (decrease)

8,474

$ 100,000

-

$ -

Service Class 2 B
Sold

17,796

$ 214,552

-

$ -

Reinvested

615

6,965

-

-

Redeemed

(147)

(1,778)

-

-

Net increase (decrease)

18,264

$ 219,739

-

$ -

Distributions
From net investment income
Initial Class

$ 43,332,459

$ 28,513,399

Service Class A

-

-

Service Class 2 B

6,966

-

Total

$ 43,339,425

$ 28,513,399

From net realized gain
Initial Class

$ -

$ 8,945,380

Service Class A

-

-

Service Class 2 B

-

-

Total

$ -

$ 8,945,380

$ 43,339,425

$ 37,458,779

A Service Class commenced sale of shares July 7, 2000.

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

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

Investment Grade Bond Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 12.160

$ 12.960

$ 12.560

$ 12.240

$ 12.480

Income from Investment Operations

Net investment income

.771 C

.743 C

.725 C

.759 C

.670

Net realized and unrealized gain (loss)

.499

(.873)

.335

.291

(.290)

Total from investment operations

1.270

(.130)

1.060

1.050

.380

Less Distributions

From net investment income

(.840)

(.510)

(.590)

(.730)

(.620)

From net realized gain

-

(.160)

(.070)

-

-

Total distributions

(.840)

(.670)

(.660)

(.730)

(.620)

Net asset value, end of period

$ 12.590

$ 12.160

$ 12.960

$ 12.560

$ 12.240

Total Return B

11.22%

(1.05)%

8.85%

9.06%

3.19%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 739,911

$ 658,852

$ 674,813

$ 324,525

$ 228,594

Ratio of expenses to average net assets

.54%

.54%

.57%

.58%

.58%

Ratio of net investment income to average net assets

6.50%

6.07%

5.85%

6.34%

6.49%

Portfolio turnover rate

154%

87%

239%

191%

81%

Financial Highlights - Service Class

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 11.800

Income from Investment Operations

Net investment income C

.377

Net realized and unrealized gain (loss)

.403

Total from investment operations

.780

Net asset value, end of period

$ 12.580

Total Return B

6.61%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 107

Ratio of expenses to average net assets

.64% A

Ratio of net investment income to average net assets

6.40% A

Portfolio turnover rate

154%

A Annualized

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

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

D For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000

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

Annual Report

Variable Insurance Products: Investment Grade Bond Portfolio
Financial Statements - continued

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 12.060

Income from Investment Operations

Net investment income D

.686

Net realized and unrealized gain (loss)

.634

Total from investment operations

1.320

Less Distributions

From net investment income

(.840)

Net asset value, end of period

$ 12.540

Total Return B, C

11.69%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 229

Ratio of expenses to average net assets

1.05% A, F

Ratio of net investment income to average net assets

5.99% A

Portfolio turnover rate

154%

A Annualized

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

C The total return would have been lower had certain expenses not been reduced during the period shown.

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

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

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

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

Investment Grade Bond Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio - Initial Class

Performance and Investment Summary

Performance

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

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Life of
fund

Fidelity VIP: Mid Cap - Initial Class

33.78%

43.09%

S&P MidCap 400 ®

17.51%

19.12%

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

You can compare the fund's returns to the performance of the Standard & Poor's MidCap 400 ® Index - a market capitalization-weighted index of 400 medium-capitalization stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 28, 1998.

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


Understanding Performance

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

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Mid Cap Portfolio - Initial Class on December 28, 1998, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $20,556 - a 105.56% increase on the initial investment. For comparison, look at how the Standard & Poor's MidCap 400 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $14,217 - a 42.17% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Freddie Mac

2.9

Genzyme Corp. - General Division

1.3

Fannie Mae

1.2

Concord EFS, Inc.

1.1

CIGNA Corp.

1.0

7.5

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

23.3

Health

19.0

Utilities

8.1

Technology

6.9

Basic Industries

6.2

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks 88.1%

Bonds 0.9%

Short-Term
Investments and
Net Other Assets 11.0%



* Foreign investments 5.0%

Annual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
David Felman,
Portfolio Manager
of Mid Cap Portfolio

Q. How did the fund perform, David?

A. The fund performed very well, substantially outperforming its benchmark, the Standard & Poor's MidCap 400 Index, which returned 17.51% for the 12-month period ending December 31, 2000.

Q. What factors affected performance?

A. As the period began in early 2000, the telecommunications and technology themes drove market and fund performance. Wireless communications systems increased market penetration throughout the world, and the use of the Internet was expanding. But by the middle of the period, cracks appeared in both trends. The dot-coms started experiencing problems, which hurt technology stocks in general. At the same time, supply in wireless communications began to outpace demand and telecommunications stocks also began to fall. At mid-year, as I saw the slowing growth in both telecommunications and the Internet, I became more cautious and reduced my exposure to technology. While I consistently kept the fund's technology weighting at more than 30% of net assets early in 2000, I cut the exposure to the sector to just under 7% of net assets by December 31. Similarly, my emphasis on energy benefited performance in the first part of the period, while my decision to reduce exposure to the sector helped in the second six months. Energy investments fell from almost 11% of net assets on June 30 to just 4.0% on December 31. I cut the emphasis on energy as stocks hit my target prices and OPEC began showing less discipline in controlling supply.

Q. Why did you increase finance and health care, which were the fund's two largest weightings, at 23.3% and 19.0% of net assets, respectively, at the end of the period?

A. I raised my finance weighting substantially in the final weeks of the year. As weakness appeared in the economy, I believed the Federal Reserve Board would have to cut short-term rates sooner and more significantly than most observers expected. Because of slowing economic growth, I wanted to avoid the technology sector. I also wanted to avoid exposure to credit risk, which meant de-emphasizing banks that might be lenders to technology companies. I favored companies that would benefit from a lower interest-rate environment, but which were not credit sensitive. These included Freddie Mac and Fannie Mae, two quasi-government, mortgage-oriented institutions, as well as title insurance companies such as Fidelity National Financial and First American Corp. I increased the fund's emphasis in health care, both HMOs and biotechnology, because I saw growth opportunities there, regardless of the overall economic picture. HMOs started to improve their performance as they gained greater control over both their pricing and their costs. In the case of biotechnology, many of the most promising companies were developing products based on genomics, or the science of gene mapping.

Q. What stocks helped performance?

A. Many Internet-related stocks contributed early in the year. A good example is Veritas Software, which was a beneficiary of the need for more data storage capability in electronic commerce. I sold my position in Veritas later in the year because it grew to be too large for the S&P 400 index and because I was concerned about the slowing of Internet growth. Health care stocks also were big contributors. Oxford Health Plans and Trigon Healthcare were two HMOs with very good performance. Myriad Genetics, which is developing diagnostic processes for heart disease and cancer, was a very strong performer, as was Protein Design Labs, a biotech research company. Among finance holdings, Freddie Mac performed very well.

Q. Were there any disappointments?

A. While I cut the technology holdings dramatically, I probably should have moved even earlier. DoubleClick, the leader in Internet advertising, fell sharply as the Internet market slowed. Kopin, which produces wafers for wireless handsets, was a big contributor overall, but I held on to the stock too long and it detracted from performance in the second half of the period. Other technology investments that held back performance later in the period included Qlogic and Pegasus Communications. I have sold my positions in Kopin and QLogic.

Q. What's your outlook, David?

A. The critical issue I face is whether to continue to de-emphasize technology or whether the sector's outlook will improve and begin to rally. While it's true that consumer-oriented Internet stocks have been weak, corporate spending on data processing and Internet operations continues to expand. A key question will be whether major corporations, both domestic and multinational, continue to spend heavily on information technology or whether their technology spending will slow. This is one of the key questions with which I will be wrestling.

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


Fund Facts

Goal: long-term growth of capital by investing primarily in common stocks of companies with medium-sized capitalizations

Start date: December 28, 1998

Size: as of December 31, 2000, more than $945 million

Manager: David Felman, since 1999; joined Fidelity in 1993

3

Annual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 88.1%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.6%

Aerospace & Defense - 0.5%

Alliant Techsystems, Inc. (a)

2,300

$ 153,525

Honeywell International, Inc.

70,500

3,335,531

Rockwell International Corp.

19,700

938,213

4,427,269

Ship Building & Repair - 0.1%

General Dynamics Corp.

17,700

1,380,600

TOTAL AEROSPACE & DEFENSE

5,807,869

BASIC INDUSTRIES - 6.2%

Chemicals & Plastics - 3.3%

Agrium, Inc.

343,700

4,963,384

Cytec Industries, Inc. (a)

59,600

2,380,275

Georgia Gulf Corp.

65,100

1,110,769

IMC Global, Inc.

201,800

3,140,513

Ivex Packaging Corp. (a)

33,700

368,594

Lyondell Chemical Co.

84,680

1,296,663

Olin Corp.

44,700

988,988

PolyOne Corp.

23,300

136,888

Potash Corp. of Saskatchewan

75,320

5,893,167

Praxair, Inc.

130,600

5,795,375

Solutia, Inc.

35,440

425,280

Union Carbide Corp.

76,800

4,132,800

30,632,696

Packaging & Containers - 0.2%

Packaging Corp. of America

109,500

1,765,688

Paper & Forest Products - 2.7%

Bowater, Inc.

33,500

1,888,563

Georgia-Pacific Group

140,100

4,360,613

International Paper Co.

130,500

5,326,031

Kimberly-Clark Corp.

49,900

3,527,431

Mead Corp.

66,000

2,070,750

Pactiv Corp. (a)

223,000

2,759,625

Smurfit-Stone Container Corp. (a)

62,900

939,569

Weyerhaeuser Co.

18,400

933,800

Willamette Industries, Inc.

82,800

3,886,425

25,692,807

TOTAL BASIC INDUSTRIES

58,091,191

CONSTRUCTION & REAL ESTATE - 1.1%

Building Materials - 0.6%

American Standard Companies, Inc. (a)

56,830

2,802,429

Flowserve Corp.

29,600

632,700

York International Corp.

62,100

1,905,694

5,340,823

Construction - 0.4%

Centex Corp.

50,500

1,896,906

Shares

Value (Note 1)

Kaufman & Broad Home Corp.

36,900

$ 1,243,069

Pulte Corp.

10,200

430,313

3,570,288

Engineering - 0.1%

Lexent, Inc.

3,900

66,788

Tetra Tech, Inc. (a)

24,900

793,688

860,476

Real Estate Investment Trusts - 0.0%

Spieker Properties, Inc.

11,900

596,488

TOTAL CONSTRUCTION & REAL ESTATE

10,368,075

DURABLES - 2.5%

Autos, Tires, & Accessories - 0.4%

Danaher Corp.

22,900

1,565,788

O'Reilly Automotive, Inc. (a)

69,500

1,859,125

Superior Industries International, Inc.

11,900

375,594

3,800,507

Consumer Durables - 0.8%

Minnesota Mining & Manufacturing Co.

61,700

7,434,850

Home Furnishings - 0.5%

Herman Miller, Inc.

23,700

681,375

Hillenbrand Industries, Inc.

67,200

3,460,800

HON Industries, Inc.

15,200

387,600

4,529,775

Textiles & Apparel - 0.8%

Liz Claiborne, Inc.

37,770

1,572,176

Mohawk Industries, Inc. (a)

16,800

459,900

Reebok International Ltd. (a)

114,750

3,137,265

Shaw Industries, Inc.

19,300

365,494

Timberland Co. Class A (a)

37,400

2,501,125

8,035,960

TOTAL DURABLES

23,801,092

ENERGY - 4.0%

Energy Services - 2.0%

BJ Services Co. (a)

33,480

2,305,935

Diamond Offshore Drilling, Inc.

5,700

228,000

ENSCO International, Inc.

68,210

2,323,403

Global Marine, Inc. (a)

97,800

2,775,075

Halliburton Co.

24,400

884,500

Helmerich & Payne, Inc.

15,200

666,900

Noble Drilling Corp. (a)

34,790

1,511,191

Pride International, Inc. (a)

19,500

480,188

Rowan Companies, Inc. (a)

9,200

248,400

Smith International, Inc. (a)

16,900

1,260,106

Tidewater, Inc.

39,450

1,750,594

Transocean Sedco Forex, Inc.

18,600

855,600

Varco International, Inc. (a)

66,148

1,438,708

Weatherford International, Inc.

50,530

2,387,543

19,116,143

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - 2.0%

Apache Corp.

17,550

$ 1,229,597

Burlington Resources, Inc.

7,500

378,750

Conoco, Inc. Class B

111,500

3,226,531

Cooper Cameron Corp. (a)

26,760

1,767,832

Devon Energy Corp.

11,961

729,287

EOG Resources, Inc.

52,300

2,860,156

Grant Prideco, Inc. (a)

36,430

799,183

Kerr-McGee Corp.

6,170

413,004

Noble Affiliates, Inc.

16,070

739,220

Ocean Energy, Inc.

47,890

832,089

Tosco Corp.

92,130

3,126,662

USX - Marathon Group

15,890

440,948

Valero Energy Corp.

62,700

2,331,656

18,874,915

TOTAL ENERGY

37,991,058

FINANCE - 23.3%

Banks - 1.7%

Commerce Bancorp, Inc.

31,110

2,127,146

Cullen/Frost Bankers, Inc.

47,500

1,986,094

Fifth Third Bancorp

22,500

1,344,375

Mercantile Bankshares Corp.

56,600

2,444,413

North Fork Bancorp, Inc.

115,900

2,846,794

PNC Financial Services Group, Inc.

20,500

1,497,781

U.S. Bancorp

122,500

3,575,469

15,822,072

Credit & Other Finance - 2.1%

Concord EFS, Inc. (a)

239,460

10,521,274

Countrywide Credit Industries, Inc.

71,300

3,582,825

Greenpoint Financial Corp.

87,800

3,594,313

Investors Financial Services Corp.

18,100

1,556,600

MBNA Corp.

12,600

465,413

19,720,425

Federal Sponsored Credit - 4.7%

Fannie Mae

129,100

11,199,425

Freddie Mac

401,410

27,647,074

USA Education, Inc.

89,400

6,079,200

44,925,699

Insurance - 12.8%

ACE Ltd.

124,700

5,291,956

Aetna, Inc. (a)

36,700

1,506,994

AFLAC, Inc.

37,150

2,681,766

Allmerica Financial Corp.

25,920

1,879,200

Allstate Corp.

132,600

5,776,388

AMBAC Financial Group, Inc.

92,310

5,382,827

American Financial Group, Inc.

43,900

1,166,094

American General Corp.

9,090

740,835

American International Group, Inc.

44,000

4,336,750

Arthur J. Gallagher & Co.

42,300

2,691,338

Shares

Value (Note 1)

Berkshire Hathaway, Inc.:

Class A (a)

101

$ 7,171,000

Class B (a)

2,443

5,750,822

ChoicePoint, Inc. (a)

59,600

3,907,525

CIGNA Corp.

71,150

9,413,145

Everest Re Group Ltd.

48,680

3,486,705

Fidelity National Financial, Inc.

203,100

7,502,006

First American Corp.

148,100

4,868,788

First Health Group Corp. (a)

59,600

2,775,125

Hartford Financial Services Group, Inc.

38,670

2,731,069

Hilb, Rogal & Hamilton Co.

17,900

713,763

Jefferson-Pilot Corp.

31,250

2,335,938

John Hancock Financial Services, Inc.

139,200

5,237,400

Loews Corp.

28,100

2,910,106

Markel Corp. (a)

5,700

1,031,700

MBIA, Inc.

30,510

2,261,554

Mercury General Corp.

31,300

1,373,288

MetLife, Inc.

60,000

2,100,000

MGIC Investment Corp.

14,100

950,869

Nationwide Financial Services, Inc.
Class A

39,400

1,871,500

Progressive Corp.

16,400

1,699,450

Protective Life Corp.

71,680

2,311,680

SAFECO Corp.

28,800

946,800

The Chubb Corp.

66,560

5,757,440

The St. Paul Companies, Inc.

50,400

2,737,350

Torchmark Corp.

52,600

2,021,813

Unitrin, Inc.

4,700

190,938

UnumProvident Corp.

17,800

478,375

XL Capital Ltd. Class A

60,700

5,303,663

121,293,960

Savings & Loans - 1.6%

Astoria Financial Corp.

37,900

2,058,444

Dime Bancorp, Inc.

129,190

3,819,179

Golden State Bancorp, Inc.

84,100

2,643,894

Roslyn Bancorp, Inc.

46,300

1,264,569

TCF Financial Corp.

60,500

2,696,031

Washington Mutual, Inc.

52,100

2,764,556

15,246,673

Securities Industry - 0.4%

Goldman Sachs Group, Inc.

24,300

2,598,581

Lehman Brothers Holdings, Inc.

12,000

811,500

3,410,081

TOTAL FINANCE

220,418,910

HEALTH - 19.0%

Drugs & Pharmaceuticals - 10.2%

Abgenix, Inc. (a)

700

41,344

Alkermes, Inc. (a)

66,500

2,086,438

Alliance Pharmaceutical Corp. (a)

11,900

102,638

Alpharma, Inc. Class A

19,400

851,175

Andrx Corp. - Andrx Group (a)

7,100

410,913

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Drugs & Pharmaceuticals - continued

Aviron (a)

100,780

$ 6,733,364

Biovail Corp. (a)

62,200

2,422,946

Bristol-Myers Squibb Co.

69,060

5,106,124

Carter-Wallace, Inc.

58,800

1,962,450

Celgene Corp. (a)

125,840

4,089,800

Cell Therapeutics, Inc. (a)

32,800

1,478,050

Cerus Corp. (a)

8,600

647,150

CIMA Labs, Inc. (a)

20,200

1,314,263

Collateral Therapeutics, Inc. (a)

12,000

212,250

COR Therapeutics, Inc. (a)

24,240

852,945

Corixa Corp. (a)

39,300

1,095,488

CV Therapeutics, Inc. (a)

13,205

934,254

Enzon, Inc. (a)

30,000

1,861,875

Forest Laboratories, Inc. (a)

20,370

2,706,664

Genzyme Corp. - General Division (a)

131,404

11,818,147

Gilead Sciences, Inc. (a)

30,010

2,488,954

IDEC Pharmaceuticals Corp. (a)

22,900

4,340,981

ImClone Systems, Inc. (a)

127,900

5,627,600

Incyte Genomics, Inc. (a)

9,100

226,363

Inspire Pharmaceuticals, Inc.

13,800

359,663

Intermune Pharmaceuticals, Inc.

47,300

2,110,763

Inverness Medical Technology, Inc. (a)

13,200

513,975

IVAX Corp. (a)

23,200

888,560

King Pharmaceuticals, Inc. (a)

45,500

2,351,781

KV Pharmaceutical Co. Class A (a)

42,700

1,067,500

Medarex, Inc. (a)

16,200

660,150

Millennium Pharmaceuticals, Inc. (a)

106,124

6,566,423

Mylan Laboratories, Inc.

47,900

1,206,481

Myriad Genetics, Inc. (a)

5,500

455,125

Noven Pharmaceuticals, Inc. (a)

500

18,688

PRAECIS Pharmaceuticals, Inc.

35,900

1,050,075

Protein Design Labs, Inc. (a)

12,220

1,061,613

QLT, Inc. (a)

45,300

1,270,588

Schering-Plough Corp.

17,200

976,100

Sepracor, Inc. (a)

57,060

4,571,933

Shire Pharmaceuticals Group
PLC ADR (a)

17,100

787,669

Sigma-Aldrich Corp.

81,800

3,215,763

Teva Pharmaceutical Industries Ltd. sponsored ADR

69,600

5,098,200

Titan Pharmaceuticals, Inc. (a)

10,800

381,996

United Therapeutics Corp. (a)(c)

8,600

126,850

Vertex Pharmaceuticals, Inc. (a)

36,800

2,631,200

96,783,272

Medical Equipment & Supplies - 3.1%

Abbott Laboratories

15,800

765,313

AmeriSource Health Corp. Class A (a)

60,000

3,030,000

Apogent Technologies, Inc.

7,130

146,165

Biomet, Inc.

74,100

2,940,844

Cardinal Health, Inc.

64,900

6,465,663

Shares

Value (Note 1)

Cygnus, Inc. (a)

19,800

$ 96,525

McKesson HBOC, Inc.

81,500

2,925,035

Medtronic, Inc.

22,800

1,376,550

Novoste Corp. (a)

60,200

1,655,500

Priority Healthcare Corp. Class B (a)

52,200

2,130,413

St. Jude Medical, Inc. (a)

70,700

4,343,631

Steris Corp. (a)

25,700

414,413

Stryker Corp.

46,600

2,357,494

Sybron Dental Specialties, Inc. (a)

16,943

285,919

28,933,465

Medical Facilities Management - 5.7%

AmeriPath, Inc. (a)

97,300

2,432,500

Express Scripts, Inc. Class A (a)

69,580

7,114,555

HCA - The Healthcare Co.

86,800

3,820,068

Health Management Associates, Inc. Class A (a)

168,400

3,494,300

HEALTHSOUTH Corp. (a)

187,400

3,056,963

Laboratory Corp. of America Holdings (a)

4,800

844,800

Lifepoint Hospitals, Inc. (a)

47,200

2,365,900

Lincare Holdings, Inc. (a)

19,900

1,135,544

Oxford Health Plans, Inc. (a)

160,900

6,355,550

Quest Diagnostics, Inc. (a)

14,800

2,101,600

Tenet Healthcare Corp.

69,000

3,066,188

Trigon Healthcare, Inc. (a)

97,470

7,584,384

UnitedHealth Group, Inc.

112,800

6,923,100

Wellpoint Health Networks, Inc. (a)

27,200

3,134,800

53,430,252

TOTAL HEALTH

179,146,989

HOLDING COMPANIES - 0.0%

Leucadia National Corp.

12,500

442,969

INDUSTRIAL MACHINERY & EQUIPMENT - 2.2%

Electrical Equipment - 0.2%

L-3 Communications Holdings, Inc. (a)

11,600

893,200

Powerwave Technologies, Inc. (a)

4,900

286,650

Research in Motion Ltd. (a)

7,000

562,633

Vyyo, Inc.

13,800

84,525

1,827,008

Industrial Machinery & Equipment - 1.0%

CUNO, Inc. (a)

2,300

61,669

Deere & Co.

42,100

1,928,706

Mettler-Toledo International, Inc. (a)

89,400

4,861,125

Parker-Hannifin Corp.

44,200

1,950,325

Tennant Co.

18,800

902,400

9,704,225

Pollution Control - 1.0%

Allied Waste Industries, Inc. (a)

142,100

2,069,331

Republic Services, Inc. (a)

117,600

2,021,250

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Pollution Control - continued

Waste Connections, Inc. (a)

77,500

$ 2,562,344

Waste Management, Inc.

83,100

2,306,025

8,958,950

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

20,490,183

MEDIA & LEISURE - 1.6%

Broadcasting - 0.3%

Pegasus Communications Corp. (a)

25,590

658,943

Radio One, Inc. Class A (a)

13,970

149,304

Univision Communications, Inc.
Class A (a)

37,660

1,541,706

2,349,953

Entertainment - 0.1%

Park Place Entertainment Corp. (a)

48,400

577,775

Six Flags, Inc. (a)

35,200

605,000

1,182,775

Leisure Durables & Toys - 0.1%

Mattel, Inc.

92,400

1,334,256

Lodging & Gaming - 0.3%

International Game Technology (a)

52,700

2,529,600

Publishing - 0.0%

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

3,360

131,460

Restaurants - 0.8%

Brinker International, Inc. (a)

76,200

3,219,450

Jack in the Box, Inc. (a)

104,280

3,069,742

Tricon Global Restaurants, Inc. (a)

48,000

1,584,000

7,873,192

TOTAL MEDIA & LEISURE

15,401,236

NONDURABLES - 4.8%

Agriculture - 0.2%

Delta & Pine Land Co.

4,900

102,594

Nutreco Holding NV

40,424

2,155,180

2,257,774

Beverages - 0.6%

Adolph Coors Co. Class B

23,100

1,855,219

Anheuser-Busch Companies, Inc.

27,700

1,260,350

Pepsi Bottling Group, Inc.

55,700

2,224,519

5,340,088

Foods - 2.7%

Archer-Daniels-Midland Co.

256,000

3,840,000

ConAgra Foods, Inc.

33,100

860,600

Flowers Industries, Inc.

216,500

3,409,875

H.J. Heinz Co.

37,200

1,764,675

Keebler Foods Co.

35,940

1,489,264

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

41,300

1,489,381

PepsiCo, Inc.

63,100

3,127,394

Shares

Value (Note 1)

Sysco Corp.

222,200

$ 6,666,000

Wm. Wrigley Jr. Co.

35,300

3,382,181

26,029,370

Household Products - 0.1%

Colgate-Palmolive Co.

13,100

845,605

Tobacco - 1.2%

Philip Morris Companies, Inc.

125,300

5,513,200

RJ Reynolds Tobacco Holdings, Inc.

118,600

5,781,750

11,294,950

TOTAL NONDURABLES

45,767,787

PRECIOUS METALS - 1.9%

Agnico-Eagle Mines Ltd.

30,630

183,878

Barrick Gold Corp.

281,940

4,628,164

Meridian Gold, Inc. (a)

146,300

995,371

Newmont Mining Corp.

233,080

3,976,928

Placer Dome, Inc.

288,000

2,775,880

Stillwater Mining Co. (a)

138,420

5,446,827

TOTAL PRECIOUS METALS

18,007,048

RETAIL & WHOLESALE - 1.2%

Apparel Stores - 0.1%

Venator Group, Inc. (a)

81,200

1,258,600

Drug Stores - 0.1%

Walgreen Co.

20,700

865,519

Grocery Stores - 0.9%

Kroger Co. (a)

59,500

1,610,219

Safeway, Inc. (a)

28,700

1,793,750

Whole Foods Market, Inc. (a)

73,430

4,488,409

7,892,378

Retail & Wholesale, Miscellaneous - 0.1%

Alberto-Culver Co. Class B

21,100

903,344

TOTAL RETAIL & WHOLESALE

10,919,841

SERVICES - 1.9%

Advertising - 0.5%

ADVO, Inc. (a)

68,750

3,050,781

DoubleClick, Inc. (a)

74,100

815,100

Omnicom Group, Inc.

15,300

1,267,988

5,133,869

Leasing & Rental - 0.1%

GATX Corp.

11,300

563,588

Services - 1.3%

ACNielsen Corp. (a)

26,400

957,000

Cintas Corp.

175,290

9,323,237

Convergys Corp. (a)

7,400

335,313

Ecolab, Inc.

14,800

639,175

Common Stocks - continued

Shares

Value (Note 1)

SERVICES - continued

Services - continued

National Processing, Inc. (a)

33,900

$ 576,300

Robert Half International, Inc. (a)

15,140

401,210

12,232,235

TOTAL SERVICES

17,929,692

TECHNOLOGY - 6.9%

Communications Equipment - 0.6%

CIENA Corp. (a)

5,220

424,125

Comverse Technology, Inc. (a)

8,750

950,469

Natural MicroSystems Corp. (a)

10,300

101,713

Nokia AB sponsored ADR

77,400

3,366,900

Plantronics, Inc. (a)

18,300

860,100

5,703,307

Computer Services & Software - 4.9%

Affiliated Computer Services, Inc.
Class A (a)

25,320

1,536,607

Avant! Corp. (a)

2,900

53,106

Cadence Design Systems, Inc. (a)

126,620

3,482,050

Cerner Corp. (a)

15,700

726,125

DST Systems, Inc. (a)

31,400

2,103,800

Eclipsys Corp. (a)

59,800

1,465,100

Electronic Arts, Inc. (a)

23,100

984,638

Fiserv, Inc. (a)

43,000

2,039,813

Informix Corp. (a)

37,700

111,922

J.D. Edwards & Co. (a)

61,000

1,086,563

Jack Henry & Associates, Inc.

21,800

1,354,325

Kana Communications, Inc. (a)

104,000

1,196,000

Mentor Graphics Corp. (a)

95,800

2,628,513

PeopleSoft, Inc. (a)

100,100

3,722,469

Polycom, Inc. (a)

32,100

1,033,219

Rational Software Corp. (a)

137,000

5,334,438

SunGard Data Systems, Inc. (a)

103,500

4,877,438

Sybase, Inc. (a)

69,400

1,374,988

Synopsys, Inc. (a)

17,400

825,413

The BISYS Group, Inc. (a)

133,100

6,937,838

webMethods, Inc.

40,700

3,619,756

46,494,121

Computers & Office Equipment - 0.2%

FileNET Corp. (a)

47,400

1,291,650

Juniper Networks, Inc. (a)

3,060

385,751

Network Appliance, Inc. (a)

80

5,135

Quantum Corp. - Hard Disk Drive Group (a)

700

5,600

1,688,136

Electronic Instruments - 1.1%

Applera Corp. -
Applied Biosystems Group

8,610

809,878

Thermo Electron Corp. (a)

76,200

2,266,950

Shares

Value (Note 1)

Varian, Inc. (a)

14,450

$ 489,494

Waters Corp. (a)

79,820

6,664,970

10,231,292

Electronics - 0.1%

MIPS Technologies, Inc.:

Class A (a)

7,600

202,825

Class B (a)

100

2,548

NVIDIA Corp. (a)

6,900

226,083

TriQuint Semiconductor, Inc.

21,400

934,913

1,366,369

TOTAL TECHNOLOGY

65,483,225

TRANSPORTATION - 2.8%

Air Transportation - 0.9%

Atlantic Coast Airlines Holdings, Inc. (a)

37,000

1,512,375

Continental Airlines, Inc. Class B (a)

10,100

521,413

Northwest Airlines Corp. (a)

18,000

542,250

SkyWest, Inc.

14,200

408,250

Southwest Airlines Co.

175,550

5,886,192

8,870,480

Railroads - 0.8%

Burlington Northern Santa Fe Corp.

31,640

895,808

Canadian National Railway Co.

52,000

1,538,287

CSX Corp.

65,600

1,701,500

Norfolk Southern Corp.

59,800

796,088

Union Pacific Corp.

53,350

2,707,513

7,639,196

Shipping - 0.2%

OMI Corp. (a)

14,300

92,056

Teekay Shipping Corp.

33,900

1,288,200

1,380,256

Trucking & Freight - 0.9%

C.H. Robinson Worldwide, Inc.

53,950

1,696,053

Expeditors International of
Washington, Inc.

65,300

3,505,794

Forward Air Corp. (a)

35,385

1,320,303

Landstar System, Inc. (a)

18,800

1,042,225

United Parcel Service, Inc. Class B

13,500

793,969

8,358,344

TOTAL TRANSPORTATION

26,248,276

UTILITIES - 8.1%

Cellular - 0.4%

ALLTEL Corp.

37,200

2,322,675

QUALCOMM, Inc. (a)

13,500

1,109,531

Telephone & Data Systems, Inc.

3,302

297,180

3,729,386

Electric Utility - 6.6%

AES Corp. (a)

57,260

3,170,773

Allegheny Energy, Inc.

72,600

3,498,413

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Electric Utility - continued

Ameren Corp.

66,100

$ 3,061,256

American Electric Power Co., Inc.

97,000

4,510,500

Calpine Corp. (a)

61,680

2,779,455

Cinergy Corp.

21,600

758,700

Citizens Communications Co. (a)

46,000

603,750

Constellation Energy Corp.

15,800

711,988

DPL, Inc.

172,600

5,728,163

Duke Energy Corp.

40,700

3,469,675

Exelon Corp.

78,800

5,532,548

IPALCO Enterprises, Inc.

64,180

1,552,354

NiSource, Inc.

81,670

2,511,353

NRG Energy, Inc.

36,500

1,015,156

NSTAR Companies

37,800

1,620,675

Public Service Enterprise Group, Inc.

58,200

2,829,975

Reliant Energy, Inc.

46,000

1,992,375

SCANA Corp.

97,900

2,894,169

Southern Co.

163,300

5,429,725

Southern Energy, Inc.

46,500

1,316,531

TECO Energy, Inc.

12,900

417,638

TNPC, Inc.

39,600

388,575

TXU Corp.

43,400

1,923,163

Utilicorp United, Inc.

46,100

1,429,100

XCEL Energy, Inc.

121,900

3,542,719

62,688,729

Gas - 1.0%

Dynegy, Inc. Class A

36,194

2,029,126

Equitable Resources, Inc.

40,300

2,690,025

Kinder Morgan, Inc.

58,680

3,062,362

Questar Corp.

51,600

1,551,225

9,332,738

Telephone Services - 0.1%

CenturyTel, Inc.

21,900

782,925

TOTAL UTILITIES

76,533,778

TOTAL COMMON STOCKS

(Cost $725,990,466)

832,849,219

Convertible Preferred Stocks - 0.0%

FINANCE - 0.0%

Credit & Other Finance - 0.0%

Southern Energy, Inc. Series A, $3.125

2,600

161,200

UTILITIES - 0.0%

Electric Utility - 0.0%

NiSource, Inc. $2.60 SAILS

1,037

2,852

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $132,074)

164,052

U.S. Treasury Obligations - 1.0%

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

U.S. Treasury Bills, yield at date of purchase 6% to 6.26% 1/11/01 to 3/1/01

-

$ 1,300,000

$ 1,295,044

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

5,700,000

6,199,662

6.25% 5/15/30

Aaa

1,600,000

1,784,992

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $9,289,564)

9,279,698

Cash Equivalents - 12.6%

Shares

Fidelity Cash Central Fund,
6.53% (b)

116,410,166

116,410,166

Fidelity Securities Lending
Cash Central Fund, 6.61% (b)

2,696,400

2,696,400

TOTAL CASH EQUIVALENTS

(Cost $119,106,566)

119,106,566

TOTAL INVESTMENT PORTFOLIO - 101.7%

(Cost $854,518,670)

961,399,535

NET OTHER ASSETS - (1.7)%

(16,393,062)

NET ASSETS - 100%

$ 945,006,473

Security Type Abbreviations

SAILS

-

Stock Appreciation Income Linked Securities

Legend

(a) Non-income producing

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

United Therapeutics Corp.

7/13/00

$ 946,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,544,918,419 and $801,530,552.

The market value of futures contracts opened and closed during the period amounted to $81,165,819 and $80,735,402, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $65,222 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $126,850 or 0.0% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $2,571,956. The fund received cash collateral of $2,696,400 which was invested in cash equivalents.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $860,273,593. Net unrealized appreciation aggregated $101,125,942, of which $119,743,433 related to appreciated investment securities and $18,617,491 related to depreciated investment securities.

The fund hereby designates approximately $9,000 as a capital gain dividend for the purpose of the dividend paid deduction.

The fund intends to elect to defer to its fiscal year ending December 31, 2001 approximately $17,195,000 of losses recognized during the period November 1, 2000 to December 31, 2000.

At December 31, 2000, the fund had a capital loss carryforward of approximately $15,428,000 all of which will expire on December 31, 2008.

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

Mid Cap Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $854,518,670) -
See accompanying schedule

$ 961,399,535

Cash

182,113

Receivable for investments sold

4,653,564

Receivable for fund shares sold

5,536,222

Dividends receivable

562,277

Interest receivable

859,941

Other receivables

4,060

Total assets

973,197,712

Liabilities

Payable for investments purchased

$ 24,546,560

Payable for fund shares redeemed

469,612

Accrued management fee

416,487

Distribution fees payable

35,459

Other payables and
accrued expenses

26,721

Collateral on securities loaned,
at value

2,696,400

Total liabilities

28,191,239

Net Assets

$ 945,006,473

Net Assets consist of:

Paid in capital

$ 877,368,530

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

(39,241,905)

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

106,879,848

Net Assets

$ 945,006,473

Initial Class:
Net Asset Value, offering price
and redemption price per share ($589,026,129
÷ 29,077,661 shares)

$20.26

Service Class:
Net Asset Value, offering price
and redemption price per share ($282,941,175
÷ 13,990,275 shares)

$20.22

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($73,039,169
÷ 3,615,337 shares)

$20.20

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 2,432,926

Interest

3,643,910

Security lending

75,614

Total income

6,152,450

Expenses

Management fee

$ 2,074,517

Transfer agent fees

264,159

Distribution fees

201,060

Accounting and security lending fees

129,548

Non-interested trustees' compensation

1,054

Custodian fees and expenses

115,950

Audit

21,126

Legal

2,847

Reports to shareholders

49,812

Miscellaneous

640

Total expenses before reductions

2,860,713

Expense reductions

(171,361)

2,689,352

Net investment income

3,463,098

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(38,442,549)

Foreign currency transactions

(9,867)

Futures contracts

(642,798)

(39,095,214)

Change in net unrealized appreciation (depreciation) on:

Investment securities

102,517,280

Assets and liabilities in
foreign currencies

(937)

Futures contracts

(12,194)

102,504,149

Net gain (loss)

63,408,935

Net increase (decrease) in net assets resulting from operations

$ 66,872,033

Other Information

Expense reductions
Directed brokerage arrangements

$ 169,031

Custodian credits

2,330

$ 171,361

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

Annual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income (loss)

$ 3,463,098

$ (3,279)

Net realized gain (loss)

(39,095,214)

139,917

Change in net unrealized appreciation (depreciation)

102,504,149

4,343,490

Net increase (decrease) in net assets resulting from operations

66,872,033

4,480,128

Distributions to shareholders
From net investment income

(3,490,324)

-

From net realized gain

-

(139,917)

In excess of net realized gain

(131,105)

(32,523)

Total distributions

(3,621,429)

(172,440)

Share transactions - net increase (decrease)

854,104,079

22,312,614

Total increase (decrease) in net assets

917,354,683

26,620,302

Net Assets

Beginning of period

27,651,790

1,031,488

End of period

$ 945,006,473

$ 27,651,790

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

30,056,800

$ 574,378,689

67,742

$ 873,931

Reinvested

114,222

2,311,193

755

10,914

Redeemed

(1,207,719)

(23,158,134)

(4,140)

(54,766)

Net increase (decrease)

28,963,303

$ 553,531,748

64,357

$ 830,079

Service Class
Sold

13,897,441

$ 261,436,662

1,749,215

$ 22,631,585

Reinvested

55,437

1,095,062

11,186

161,526

Redeemed

(1,662,521)

(31,588,706)

(110,484)

(1,310,576)

Net increase (decrease)

12,290,357

$ 230,943,018

1,649,917

$ 21,482,535

Service Class 2 A
Sold

3,839,632

$ 73,663,061

Reinvested

10,659

215,174

Redeemed

(234,954)

(4,248,922)

Net increase (decrease)

3,615,337

$ 69,629,313

Distributions

From net investment income
Initial Class

$ 2,302,727

$ -

Service Class

973,094

-

Service Class 2 A

214,503

-

Total

$ 3,490,324

$ -

From net realized gain
Initial Class

$ -

$ 8,856

Service Class

-

131,061

Service Class 2 A

-

-

Total

$ -

$ 139,917

In excess of net realized gain
Initial Class

$ 8,466

$ 2,058

Service Class

121,968

30,465

Service Class 2 A

671

-

Total

$ 131,105

$ 32,523

$ 3,621,429

$ 172,440

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

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

Mid Cap Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998 E

Selected Per-Share Data

Net asset value, beginning of period

$ 15.25

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.19

.00

.00

Net realized and unrealized gain (loss)

4.95

5.05

.31

Total from investment operations

5.14

5.05

.31

Less Distributions

From net investment income

(.08)

-

-

From net realized gain

-

(.09)

-

In excess of net realized gain

(.05)

(.02)

-

Total distributions

(.13)

(.11)

-

Net asset value, end of period

$ 20.26

$ 15.25

$ 10.31

Total Return B, C

33.78%

49.04%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 589,026

$ 1,744

$ 516

Ratio of expenses to average net assets

.74%

1.00% G

1.00% A, G

Ratio of expenses to average net assets after expense reductions

.69% H

.97% H

1.00% A

Ratio of net investment income (loss) to average net assets

1.01%

.01%

(.27)% A

Portfolio turnover rate

245%

163%

125% A

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998 F

Selected Per-Share Data

Net asset value, beginning of period

$ 15.24

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.17

(.01)

.00

Net realized and unrealized gain (loss)

4.93

5.05

.31

Total from investment operations

5.10

5.04

.31

Less Distributions

From net investment income

(.07)

-

-

From net realized gain

-

(.09)

-

In excess of net realized gain

(.05)

(.02)

-

Total distributions

(.12)

(.11)

-

Net asset value, end of period

$ 20.22

$ 15.24

$ 10.31

Total Return B, C

33.54%

48.94%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 282,941

$ 25,908

$ 516

Ratio of expenses to average net assets

.84%

1.10% G

1.10% A, G

Ratio of expenses to average net assets after expense reductions

.79% H

1.07% H

1.10% A

Ratio of net investment income (loss) to average net assets

.92%

(.09)%

(.35)% A

Portfolio turnover rate

245%

163%

125% A

A Annualized

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

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

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

E For the period December 28, 1998 (commencement of sale of Initial Class shares) to December 31,1998.

F For the period December 28, 1998 (commencement of sale of Service Class shares) to December 31, 1998.

G FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

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

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

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 14.82

Income from Investment Operations

Net investment income D

.14

Net realized and unrealized gain (loss)

5.35

Total from investment operations

5.49

Less Distributions

From net investment income

(.06)

In excess of net realized gain

(.05)

Total distributions

(.11)

Net asset value, end of period

$ 20.20

Total Return B, C

37.12%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 73,039

Ratio of expenses to average net assets

.99% A

Ratio of expenses to average net assets after expense reductions

.94% A, F

Ratio of net investment income to average net assets

.76% A

Portfolio turnover rate

245%

A Annualized

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

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

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

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

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

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

Mid Cap Portfolio

Performance

Fidelity Variable Insurance Products: Money Market Portfolio - Initial Class

To measure a money market fund's performance, you can look at either total return or yield. Total return reflects the change in value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). Yield measures the income paid by a fund. Since a money market fund tries to maintain a $1 share price, yield is an important measure of performance.

Average Annual Total Returns

Periods ended December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Money Market -
Initial Class

6.30%

5.57%

5.11%

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

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

A money market fund's total returns and yields will vary, and reflect past results rather than predict future performance.

Yield

1/3/01 9/27/00 6/28/00 3/29/00 12/29/99


Fidelity VIP:
Money Market -
Initial Class
6.35% 6.42% 6.41% 5.78% 5.72%


MMDA 2.11% 2.11% 2.11% 2.04% 2.07%

Yield refers to the income paid by the fund over a given period. Yields for money market funds are usually for seven-day periods, expressed as annual percentage rates. A yield that assumes income earned is reinvested or compounded is called an effective yield. The chart above shows the fund's current seven-day yield at quarterly intervals over the past year. You can compare these yields to the bank money market deposit account (MMDA) average. The MMDA average is supplied by BANK RATE MONITOR.(TM)


Comparing Performance

There are some important differences between a bank money market deposit account (MMDA) and a money market fund. First, the U.S. government neither insures nor guarantees a money market fund. In fact, there is no assurance that a money market fund will maintain a $1 share price. Second, a money market fund returns to its shareholders income earned by the fund's investments after expenses. This is in contrast to banks, which set their MMDA rates periodically based on current interest rates, competitors' rates, and internal criteria.

3

Annual Report

Fund Talk: The Manager's Overview

Fidelity Variable Insurance Products: Money Market Portfolio

(Portfolio Manager photograph)

An interview with
Robert Duby,
Portfolio Manager
of Money Market Portfolio

Q. Bob, what was the investment environment like during the 12 months that ended December 31, 2000?

A. During the first six months of 2000, interest rates rose due to robust economic growth exhibited in part by the lowest unemployment rate in about 30 years. The Federal Reserve Board raised short-term interest rates three times in an attempt to slow economic growth and subdue inflationary pressures. That backdrop changed in the second half of 2000, with the market anticipating that interest rates would be lower in the coming year.

Q. What caused market sentiment to change?

A. Labor markets remained tight, but pressure there began to ease. The unemployment rate ticked up to 4% in November from a 30-year low of 3.9% in April. Further, initial jobless claims trended consistently higher during the period and layoff announcements became more prevalent, suggesting that some slack in the labor market might be building. Most major stock markets tumbled in 2000, with the technology-laden NASDAQ Composite Index experiencing the sharpest pullback. Consumer demand softened in turn, dampening the wealth effect seen in the late '90s. In that scenario, ever-rising asset prices boosted personal demand - a significant component of gross domestic product (GDP) - during the economic boom of the late '90s. Businesses also invested less; tighter credit made it harder for some companies to borrow enough to sustain their capital spending.

Q. How did this backdrop influence economic growth?

A. Overall, annualized GDP slowed to 2.2% in the third quarter of 2000. Most preliminary fourth quarter estimates also call for less than 3% growth, well below the pace set at the beginning of 2000. Higher energy prices were the main culprit as consumer price inflation increased during the period. With economic growth slowing and a modest inflation outlook, the Federal Reserve Board made no changes to short-term interest rates during the last six months of 2000. However, the Fed did maintain a bias toward raising rates to cool growth until their final meeting of the year on December 19, 2000. At that time, the Fed switched to a bias toward lowering rates. It cited tightening financial conditions, deteriorating consumer sentiment and weaker demand as key reasons for the bias change.

Q. What was your strategy with the fund?

A. I sought to capitalize on market uncertainty regarding future Fed interest-rate policy while maintaining adequate portfolio liquidity. The incremental yield from investing in longer-term instruments was not sufficient to justify the increased risk they carried in an uncertain credit environment. Our strategy was to err on the side of caution, because economic weakness or a possible sudden, screeching halt of the economy concerned us. Therefore, even though the Fed was primed to ease rates in the latter part of the period, we kept most investments in the six-month and under range, looking to protect the fund's net asset value instead of reaching for yield.

Q. What's your outlook?

A. The market is currently pricing in significant Fed rate cuts early in 2001. Speculation is rampant that there may be a credit problem lurking in the wings similar to those the market experienced in fall 1998. The economy has clearly slowed, with consumer confidence continuing to deteriorate due to plunging stock prices, layoff announcements, and higher heating and fuel costs. This last item has caused inflation to tick up a bit recently. Going forward, our focus on credit quality will be very important within this type of environment.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: income and share-price stability by investing in high-quality, short-term investments

Start date: April 1, 1982

Size: as of December 31, 2000, more than $2.2 billion

Manager: Robert Duby, since 1997; joined Fidelity in 1982

3

Annual Report

Fidelity Variable Insurance Products: Money Market Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Certificates of Deposit - 31.8%

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

Domestic Certificates Of Deposit - 0.4%

U.S. Bank NA, Minnesota

1/2/01

6.72% (b)

$ 10,000,000

$ 10,000,000

London Branch, Eurodollar, Foreign Banks - 19.5%

Abbey National Treasury Services PLC

3/1/01

6.64

10,000,000

10,000,000

5/17/01

7.36

25,000,000

25,000,000

Barclays Bank PLC

2/8/01

6.65

20,000,000

20,000,000

2/28/01

6.64

5,000,000

5,000,000

Bayerische Hypo-und Vereinsbank AG

2/7/01

6.63

50,000,000

50,000,000

3/1/01

6.64

10,000,000

10,000,000

Den Danske Corp., Inc.

3/20/01

6.42

25,000,000

25,001,066

Dresdner Bank AG

6/20/01

6.25

25,000,000

25,000,000

Halifax PLC

6/29/01

6.07

25,000,000

25,000,000

ING Bank NV

3/1/01

6.62

40,000,000

40,000,000

3/5/01

6.63

15,000,000

15,000,000

3/20/01

6.61

10,000,000

10,000,000

Nationwide Building Society

2/13/01

6.65

15,000,000

15,000,000

2/14/01

6.70

5,000,000

5,000,000

Norddeutsche Landesbank Girozentrale

2/9/01

6.65

15,000,000

14,999,980

Northern Rock PLC

2/28/01

6.65

25,000,000

25,000,000

Svenska Handelsbanken AB

2/2/01

6.66

15,000,000

15,000,131

Toronto Dominion Bank

2/15/01

6.63

30,000,000

30,000,184

Westdeutsche Landesbank Girozentrale

2/20/01

6.67

25,000,000

25,000,000

2/28/01

6.75

25,000,000

25,000,000

5/2/01

6.64

20,000,000

20,000,000

435,001,361

New York Branch, Yankee Dollar, Foreign Banks - 11.9%

Canadian Imperial Bank of Commerce

1/2/01

6.62 (b)

25,000,000

24,993,031

3/19/01

6.42

10,000,000

10,000,000

Commerzbank AG

3/19/01

6.62

15,000,000

15,000,000

Credit Agricole Indosuez

2/20/01

6.63

10,000,000

10,000,000

2/20/01

6.64

25,000,000

25,000,000

Merita Bank PLC

2/20/01

6.63

5,000,000

5,000,000

3/12/01

6.70

15,000,000

15,000,000

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

National Bank of Canada

2/27/01

6.65%

$ 5,000,000

$ 5,000,000

Norddeutsche Landesbank Girozentrale

2/8/01

6.75

10,000,000

9,999,506

5/8/01

7.15

25,000,000

24,998,356

Royal Bank of Canada

1/2/01

6.62 (b)

25,000,000

24,994,516

5/3/01

7.10

25,000,000

24,997,629

Societe Generale

1/22/01

6.59 (b)

10,000,000

9,996,397

1/29/01

6.58 (b)

10,000,000

9,998,279

Svenska Handelsbanken AB

5/2/01

7.00

35,000,000

34,997,803

Toronto Dominion Bank

3/1/01

6.62

15,000,000

15,000,000

264,975,517

TOTAL CERTIFICATES OF DEPOSIT

709,976,878

Commercial Paper - 53.8%

Amsterdam Funding Corp.

1/24/01

6.67

10,000,000

9,957,769

Aspen Funding Corp.

2/15/01

6.53

10,135,000

10,053,160

Asset Securitization Coop. Corp.

1/29/01

6.58 (b)

20,000,000

19,999,691

Associates Corp. of North America

2/8/01

6.66

5,000,000

4,965,378

2/16/01

6.70

10,000,000

9,916,561

Associates First Capital BV

3/1/01

6.66

5,000,000

4,946,572

AT&T Corp.

1/19/01

6.73 (b)

10,000,000

10,000,000

2/22/01

6.70

20,000,000

19,812,222

3/5/01

7.23

5,000,000

4,937,875

3/8/01

7.25

5,000,000

4,934,733

CBA Finance, Inc.

2/21/01

6.57

16,000,000

15,851,987

Centric Capital Corp.

1/16/01

6.68

27,500,000

27,423,802

1/30/01

6.65

10,000,000

9,946,994

1/31/01

6.68

5,000,000

4,972,583

2/20/01

6.50

14,400,000

14,271,400

Citibank Credit Card Master Trust I (Dakota Certificate Program)

1/24/01

6.68

5,000,000

4,978,981

Citicorp

2/6/01

6.65

100,000,000

99,344,003

ConAgra Foods, Inc.

1/29/01

7.14

5,000,000

4,972,583

1/29/01

7.48

5,000,000

4,971,222

Commercial Paper - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

ConAgra Foods, Inc. - continued

1/30/01

7.52%

$ 5,000,000

$ 4,969,993

Corporate Receivables Corp.

2/23/01

6.65

25,000,000

24,759,292

CXC, Inc.

2/6/01

6.64

25,000,000

24,836,750

2/13/01

6.65

10,000,000

9,921,883

2/20/01

6.65

10,000,000

9,909,306

2/21/01

6.57

10,000,000

9,907,350

Daimler-Chrysler North America Holding Corp.

3/2/01

6.71

5,000,000

4,945,917

3/5/01

6.71

35,000,000

34,602,181

Deutsche Bank Financial, Inc.

2/15/01

6.63

50,000,000

49,592,500

Dominion Resources, Inc.

1/29/01

7.52

5,000,000

4,971,028

Enterprise Funding Corp.

1/29/01

6.64

25,717,000

25,585,386

2/15/01

6.71

11,000,000

10,909,250

2/22/01

6.66

15,000,000

14,858,083

2/27/01

6.64

23,989,000

23,740,974

Falcon Asset Securitization Corp.

1/22/01

6.71

17,846,000

17,776,981

Fleet Funding Corp.

1/31/01

6.68

11,148,000

11,086,593

GE Capital International Funding, Inc.

2/7/01

6.65

10,000,000

9,932,681

2/8/01

6.67

5,000,000

4,965,747

2/9/01

6.63

25,000,000

24,823,417

General Electric Capital Corp.

2/26/01

6.71

25,000,000

24,747,222

3/12/01

6.64

25,000,000

24,685,972

General Electric Capital Services, Inc.

3/19/01

6.40

5,000,000

4,932,625

General Motors Acceptance Corp.

2/14/01

6.60

50,000,000

49,605,222

2/20/01

6.64

5,000,000

4,954,653

3/1/01

6.64

10,000,000

9,893,144

Heller Financial, Inc.

1/30/01

7.50

2,000,000

1,988,046

1/31/01

7.50

5,000,000

4,969,083

Household Finance Corp.

3/14/01

6.42

5,000,000

4,936,800

ING America Insurance Holdings, Inc.

2/7/01

6.65

25,000,000

24,831,958

Jupiter Securitization Corp.

1/17/01

6.52

8,873,000

8,846,578

1/18/01

6.71

5,000,000

4,984,251

1/25/01

6.74

5,000,000

4,977,767

2/7/01

6.66

5,172,000

5,137,182

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

Kitty Hawk Funding Corp.

1/16/01

6.64%

$ 50,592,000

$ 50,452,872

1/22/01

6.65

31,528,000

31,406,433

Lehman Brothers Holdings, Inc.

1/2/01

6.90 (b)

14,000,000

14,000,000

Lower Colorado River Auth. Rev.

2/7/01

6.48

10,000,000

10,000,000

New Center Asset Trust

2/16/01

6.65

5,000,000

4,958,281

2/20/01

6.65

5,000,000

4,954,583

2/26/01

6.65

10,000,000

9,898,422

Newport Funding Corp.

1/2/01

7.14

12,596,000

12,593,505

PHH Corp.

1/31/01

7.78

5,000,000

4,967,917

Phillips Petroleum Co.

2/21/01

6.98

5,000,000

4,950,913

Preferred Receivables Funding Corp.

1/22/01

6.70

25,000,000

24,903,458

3/19/01

6.72

21,160,000

20,866,270

Qwest Capital Funding, Inc.

1/26/01

7.14

2,000,000

1,990,208

Sears Roebuck Acceptance Corp.

2/14/01

7.16

5,000,000

4,956,917

2/15/01

7.12

2,000,000

1,982,500

Societe Generale NA

2/20/01

6.64

4,500,000

4,459,219

Tyco International Group SA

1/29/01

7.02

5,000,000

4,973,167

1/31/01

7.35

5,000,000

4,969,750

2/13/01

7.45

5,000,000

4,956,104

UBS Finance, Inc.

3/26/01

6.62

25,000,000

24,622,583

3/30/01

6.62

25,000,000

24,604,611

5/25/01

6.61

25,000,000

24,361,000

Variable Funding Capital Corp.

1/12/01

6.69 (b)

5,000,000

5,000,000

2/7/01

6.63

20,000,000

19,865,361

2/13/01

6.65

5,000,000

4,960,942

2/20/01

6.65

10,000,000

9,909,028

Windmill Funding Corp.

1/22/01

6.64

50,000,000

49,807,500

3/20/01

6.37

25,000,000

24,660,375

WorldCom, Inc.

2/1/01

7.05

5,000,000

4,970,141

TOTAL COMMERCIAL PAPER

1,202,845,391

Bank Notes - 2.7%

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

American Express Centurion Bank

1/12/01

6.68% (b)

$ 25,000,000

$ 24,996,500

Bank One NA, Chicago

1/2/01

6.63 (b)

20,000,000

19,997,207

5/2/01

6.64

15,000,000

15,000,000

TOTAL BANK NOTES

59,993,707

Master Notes - 0.4%

Goldman Sachs Group, Inc.

2/15/01

6.72 (c)

10,000,000

10,000,000

Medium-Term Notes - 3.1%

Associates Corp. of North America

3/29/01

6.44 (b)

25,000,000

25,000,000

CIESCO LP

1/15/01

6.68 (b)

5,000,000

5,000,000

CIT Group, Inc.

1/2/01

6.61 (b)

10,000,000

9,997,886

General Motors Acceptance Corp.

1/28/01

6.59 (b)

10,000,000

9,998,075

General Motors Acceptance Corp. Mortgage Credit

1/2/01

6.87

10,000,000

9,998,103

Merrill Lynch & Co., Inc.

1/3/01

6.77 (b)

10,000,000

9,999,748

TOTAL MEDIUM-TERM NOTES

69,993,812

Short-Term Notes - 4.9%

GE Life & Annuity Assurance Co.

1/2/01

6.88 (b)(c)

15,000,000

15,000,000

Jackson National Life Insurance Co.

1/1/01

6.97 (b)(c)

7,000,000

7,000,000

Monumental Life Insurance Co.

1/1/01

6.96 (b)(c)

5,000,000

5,000,000

1/1/01

6.99 (b)(c)

5,000,000

5,000,000

New York Life Insurance Co.

3/1/01

6.82 (b)(c)

5,000,000

5,000,000

4/1/01

6.62 (b)(c)

15,000,000

15,000,000

RACERS Series 00 10MM,

1/22/01

6.67 (a)(b)

10,000,000

10,000,000

Strategic Money Market Trust Series 2000 A,

1/13/01

6.73 (b)(c)

17,000,000

17,000,000

Strategic Money Market Trust Series 2000 E,

1/16/01

6.73 (a)(b)

5,000,000

5,000,000

Strategic Money Market Trust Series 2000 M,

3/13/01

6.58 (b)(c)

15,000,000

15,000,000

Transamerica Occidental Life Insurance Co.

2/1/01

6.93 (b)(c)

10,000,000

10,000,000

TOTAL SHORT-TERM NOTES

109,000,000

Repurchase Agreements - 1.7%

Maturity Amount

Value
(Note 1)

In a joint trading account
(U.S. Government Obligations) dated 12/29/00 due 1/2/01 At 6.49%

$ 63,045

$ 63,000

With Lehman Commercial Paper, Inc.
At 6.85%, dated 12/29/00 due 1/2/01 (Commercial Paper Obligations) (principal amount $37,740,000) 0%, 4/10/01 - 5/8/01

37,028,161

37,000,000

TOTAL REPURCHASE AGREEMENTS

37,063,000

TOTAL INVESTMENT
PORTFOLIO - 98.4%

2,198,872,788

NET OTHER ASSETS - 1.6%

34,680,000

NET ASSETS - 100%

$ 2,233,552,788

Total Cost for Income Tax Purposes $ 2,198,872,788

Legend

(a) 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 $15,000,000 or 0.7% of net assets.

(b) The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due dates on these types of securities reflects the next interest rate reset date or, when applicable, the final maturity date.

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Cost

GE Life & Annuity Assurance Co. 6.88%, 1/2/01

4/6/00

$ 15,000,000

Goldman Sachs Group, Inc. 6.72%, 2/15/01

10/19/00

$ 10,000,000

Jackson National Life Insurance Co. 6.97%, 1/1/01

7/6/99

$ 7,000,000

Monumental Life Insurance Co.:
6.96%, 1/1/01

9/17/98

$ 5,000,000

6.99%, 1/1/01

3/12/99

$ 5,000,000

New York Life Insurance Co.:
6.62%, 4/1/01

12/20/00

$ 15,000,000

6.82%, 3/1/01

8/28/00

$ 5,000,000

Strategic Money Market Trust:
Series 2000 A, 6.73%, 1/13/01

9/7/00

$ 17,000,000

Series 2000 M, 6.58%, 3/13/01

12/11/00

$ 15,000,000

Transamerica Occidental Life Insurance Co. 6.93%, 2/1/01

4/28/00

$ 10,000,000

Other Information

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $104,000,000 or 4.7% of net assets.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $8,648,097. The weighted average interest rate was 5.77%. Interest earned from the interfund lending program amounted to $45,488 and is included in interest income on the Statement of Operations.

Income Tax Information

At December 31, 2000, the fund had a capital loss carryforward of approximately $70,000 all of which will expire on December 31, 2007.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Fidelity Variable Insurance Products: Money Market Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value (including repurchase
agreements of $37,063,000) -
See accompanying schedule

$ 2,198,872,788

Receivable for fund shares sold

76,011,777

Interest receivable

13,004,290

Prepaid expenses

75,979

Total assets

2,287,964,834

Liabilities

Payable to custodian bank

$ 165,687

Payable for investments purchased

25,103,155

Payable for fund shares redeemed

27,698,930

Accrued management fee

489,715

Distribution fees payable

43

Other payables and
accrued expenses

954,516

Total liabilities

54,412,046

Net Assets

$ 2,233,552,788

Net Assets consist of:

Paid in capital

$ 2,233,623,091

Accumulated net realized gain (loss) on investments

(70,303)

Net Assets

$ 2,233,552,788

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($2,233,341,839 ÷
2,233,397,081 shares)

$1.00

Service Class:
Net Asset Value, offering price
and redemption price
per share ($103,059 ÷
103,061 shares)

$1.00

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($107,890 ÷
107,893 shares)

$1.00

Statement of Operations

Year ended December 31, 2000

Investment Income

Interest

$ 136,056,007

Expenses

Management fee

$ 5,141,685

Transfer agent fees

1,389,132

Distribution fees

299

Accounting fees and expenses

199,091

Non-interested trustees' compensation

7,142

Custodian fees and expenses

41,144

Registration fees

923

Audit

32,384

Legal

20,154

Miscellaneous

159,265

Total expenses before reductions

6,991,219

Expense reductions

(894)

6,990,325

Net investment income

129,065,682

Net Realized Gain (Loss)
on Investments

31,844

Net increase in net assets
resulting from operations

$ 129,097,526

Other Information

Expense reductions
FMR reimbursement,
Service Class

$ 13

FMR reimbursement,
Service Class 2

357

Custodian credits

524

$ 894

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Money Market Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 129,065,682

$ 89,685,301

Net realized gain (loss)

31,844

(73,427)

Net increase (decrease) in net assets resulting from operations

129,097,526

89,611,874

Distributions to shareholders from net investment income

(129,065,682)

(89,685,301)

Share transactions - net increase (decrease)

294,030,275

432,074,680

Total increase (decrease) in net assets

294,062,119

432,001,253

Net Assets

Beginning of period

1,939,490,669

1,507,489,416

End of period

$ 2,233,552,788

$ 1,939,490,669

Other Information:

Year ended
December 31,
2000

Year ended
December 31,
1999

Share transactions at net asset value of $1.00 per share
Initial Class
Proceeds from sales of shares

$ 5,928,688,982

$ 3,933,097,969

Reinvestment of distributions from net investment income

128,280,587

88,893,196

Cost of shares redeemed

(5,763,150,248)

(3,589,916,485)

Net increase (decrease) in net assets and shares resulting from share transactions

$ 293,819,321

$ 432,074,680

Service Class A
Proceeds from sales of share

$ 100,000

$ -

Reinvestment of distributions from net investment income

3,061

-

Cost of shares redeemed

-

-

Net increase (decrease) in net assets and shares resulting from share transactions

$ 103,061

$ -

Service Class 2 B
Proceeds from sales of share

$ 102,001

$ -

Reinvestment of distributions from net investment income

5,900

-

Cost of shares redeemed

(8)

-

Net increase (decrease) in net assets and shares resulting from share transactions

$ 107,893

$ -

Distributions
From net investment income
Initial Class

$ 129,056,642

$ 89,685,301

Service Class A

3,095

-

Service Class 2 B

5,945

-

Total

$ 129,065,682

$ 89,685,301

A Service Class commenced sale of shares July 7, 2000.

B Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Financial Highlights - Initial class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Income from Investment Operations

Net investment income

.062

.050

.053

.053

.052

Less Distributions

From net investment income

(.062)

(.050)

(.053)

(.053)

(.052)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return B

6.30%

5.17%

5.46%

5.51%

5.41%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,233,342

$ 1,939,491

$ 1,507,489

$ 1,020,794

$ 1,126,155

Ratio of expenses to average net assets

.33%

.27%

.30%

.31%

.30%

Ratio of net investment income to average net assets

6.18%

5.06%

5.33%

5.32%

5.28%

Financial Highlights - Service Class

Years ended December 31,

2000 C

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

Income from Investment Operations

Net investment income

.031

Less Distributions

From net investment income

(.031)

Net asset value, end of period

$ 1.000

Total Return B

3.06%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 103

Ratio of expenses to average net assets

.45% A, D

Ratio of net investment income to average net assets

6.28% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000.

D FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,

2000 C

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

Income from Investment Operations

Net investment income

.058

Less Distributions

From net investment income

(.058)

Net asset value, end of period

$ 1.000

Total Return B

5.89%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 108

Ratio of expenses to average net assets

.60% A, D

Ratio of net investment income to average net assets

5.94% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

D FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Fidelity Variable Insurance Products: Overseas Portfolio - Initial Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value).

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Overseas -
Initial Class

-19.07%

10.44%

9.28%

MSCI EAFE

-14.01%

7.31%

8.34%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Morgan Stanley Capital International Europe, Australasia, Far East (EAFE) Index - a market capitalization-weighted index that is designed to represent the performance of developed stock markets outside the United States and Canada. As of December 31, 2000, the index included 1,404 equity securities of companies domiciled in 20 countries. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Foreign investments involve greater risks and potential rewards than U.S. investments. These risks include political and economic uncertainties of foreign countries, as well as the risk of currency fluctuations.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

Many markets around the globe offer the potential for significant growth over time; however, investing in foreign markets means assuming greater risks than investing in the United States. Factors like changes in a country's financial markets, its local political and economic climate, and the fluctuating value of its currency create these risks. For these reasons an international fund's performance may be more volatile than a fund that invests exclusively in the United States.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Overseas Portfolio - Initial Class on December 31, 1990. As the chart shows, by December 31, 2000, the value of the investment would have grown to $24,287 - a 142.87% increase on the initial investment. For comparison, look at how the Morgan Stanley Capital International EAFE Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $22,269 - a 122.69% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Nokia AB (Finland)

5.4

TotalFinaElf SA Class B (France)

3.6

Vodafone Group PLC (United Kingdom)

3.3

Sony Corp. (Japan)

2.5

Nikko Securities Co. Ltd. (Japan)

2.3

17.1

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

21.0

Technology

17.2

Utilities

12.6

Health

6.2

Energy

5.8

Top Five Countries as of December 31, 2000

(excluding cash equivalents)

% of fund's
net assets

Japan

24.5

United Kingdom

11.3

France

9.4

Finland

7.6

Netherlands

6.4

Percentages are adjusted for the effect of open futures contracts, if applicable.

Annual Report

Fidelity Variable Insurance Products: Overseas Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Richard Mace,
Portfolio Manager of Overseas Portfolio

Q. How did the fund perform, Rick?

A. For the 12 months that ended December 31, 2000, the fund lagged the -14.01% return of the Morgan Stanley Capital International EAFE Index, which tracks the performance of stocks in Europe, Australasia and the Far East.

Q. Why did the fund underperform its index during the period?

A. Overweighting technology and telecommunications stocks was the biggest factor in our performance relative to the index. After a period of strong performance in late 1999 and early 2000, technology stocks experienced a global correction due to a number of negative trends. Specifically, growing concerns about the potential effect that weakening global economies might have on demand for technology products hurt our holdings in this sector, particularly our positions in South Korea and Japan. An unforeseen oversupply of semiconductors in the marketplace put pressure on stocks of electronic component manufacturers, such as Hyundai Electronics, Samsung Electronics and Kyocera. Turning to telecommunications, rising costs, increasing competitive pricing pressures and higher-than-expected licensing costs for 3G - or third generation - wireless communications bands sent shares of many European and Japanese telephone companies sharply lower. Elsewhere, the fund's overweighting of Japanese financials such as Nikko Securities and Nomura Securities detracted from performance.

Q. What strategies did you employ?

A. I began significantly reducing our overweighted energy holdings near the end of the period as it became clear to me that many of these stocks had reached unsustainable price levels. I took profits, for example, in some integrated oil producers and shipping stocks, such as TotalFinaElf, Teekay Shipping and Overseas Shipholding Group. For most of the period, overweighting energy and energy services stocks benefited performance as energy prices advanced sharply in response to tight supply and higher demand for oil. However, in the fourth quarter of 2000, I positioned the fund to benefit from a decline in oil prices due to my expectations of excess capacity and a slowdown in capital spending. During the past year, I also began increasing the concentration of the fund, eliminating some of the smaller and less attractive holdings to increase our positions in stocks with the greatest potential for growth. Adopting this strategy boosted the weighting of the fund's top-10 positions to roughly 25% of the fund's net assets, from roughly 19% of net assets a year ago.

Q. What factors contributed positively to the fund's relative performance?

A. Having out-of-benchmark positions in several Canadian stocks, many of which were energy companies, enhanced our performance. Our holdings in Talisman Energy, Rio Alto Exploration and Crestar Energy, the last of which I sold off during the period, all made positive contributions to the fund's return. Our out-of-benchmark positions in several strong-performing American pharmaceutical stocks, such as Bristol-Myers Squibb and Schering-Plough, helped as these stocks rose sharply on investors' flight to safety from weakening technology stocks in the latter half of the period. Additionally, several European banks made positive contributions to the fund, such as Royal Bank of Scotland and Lloyds TSB Group.

Q. What were some of the fund's other top performers? Which stocks disappointed?

A. Furukawa, a Japanese company that provides materials and components used in the manufacturing of electronics equipment such as cell phones, was hurt by the sell-off in the technology sector but still managed to stand out as the fund's top performer. TotalFinaElf, the French oil producer, was the fund's second-biggest contributor as investors reacted positively to its acquisition of Elf Aquitane and the rising demand for oil. Investors also rewarded Swiss foods company Nestle as a defensive play when it became clear that several economies were slowing down. On the down side, Kyocera, the fund's largest detractor, suffered from slowing demand for its electronic components products due to excess inventory at its end markets, and Softbank was hurt by the global correction among stocks of Internet and telephone-related companies. Meanwhile, Vodafone and Nippon Telegraph suffered from overall weakness in the telecommunications sector.

Q. What's your outlook, Rick?

A. I'll continue to look for undervalued companies relative to their estimated growth rates by using a combination of fundamental and historical analysis in partnership with our extensive team of international research analysts. While I will continue to monitor country and industry weightings, my focus will be on bottom-up stock selection. Shareholders in the fund should also be aware that the fund is likely to become more concentrated in its largest holdings in the months ahead.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks long-term growth of capital primarily by investments in foreign securities

Start date: January 28, 1987

Size: as of December 31, 2000, more than $2.5 billion

Manager: Richard Mace, since 1996; joined Fidelity in 1987

3

Annual Report

Fidelity Variable Insurance Products: Overseas Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 90.2%

Shares

Value (Note 1)

Australia - 1.5%

BHP Ltd.

676,793

$ 7,167,082

Cable & Wireless Optus Ltd. (a)

4,076,100

8,470,861

News Corp. Ltd.

795,751

6,415,741

News Corp. Ltd. sponsored ADR

467,600

13,589,625

WMC Ltd.

682,300

2,918,595

TOTAL AUSTRALIA

38,561,904

Brazil - 0.2%

Telesp Celular Participacoes SA ADR

197,300

5,327,100

Canada - 3.1%

Alcan Aluminium Ltd.

257,600

8,823,212

Canadian Natural Resources Ltd. (a)

548,300

15,177,728

Nortel Networks Corp.

688,352

22,070,286

Rio Alto Exploration Ltd. (a)

571,300

12,422,879

Talisman Energy, Inc. (a)

508,900

18,890,265

TOTAL CANADA

77,384,370

Denmark - 0.2%

Tele Danmark AS Series B

148,300

6,069,079

Finland - 7.6%

Nokia AB

3,183,101

138,464,866

Sampo-Leonia Insurance Co. Ltd.
(A Shares)

131,100

7,100,655

Sonera Corp.

221,200

4,021,335

UPM-Kymmene Corp.

1,257,700

43,300,438

TOTAL FINLAND

192,887,294

France - 9.4%

Aventis SA

102,760

8,657,530

AXA SA de CV

162,926

23,634,094

BNP Paribas SA

159,240

14,024,637

Castorama Dubois Investissements SA

96,450

25,074,897

Sanofi-Synthelabo SA

254,400

17,013,878

Suez Lyonnaise des Eaux

49,300

9,032,217

Television Francaise 1 SA

113,340

6,138,735

TotalFinaElf SA Class B

626,944

91,141,982

Vivendi Environment (a)

496,000

21,725,135

Vivendi Universal SA

331,300

21,875,969

TOTAL FRANCE

238,319,074

Germany - 3.6%

Allianz AG (Reg.)

53,900

20,237,362

BASF AG

517,700

23,489,981

Bayerische Hypo-und Vereinsbank AG

111,500

6,333,154

Deutsche Lufthansa AG (Reg.)

383,700

9,921,150

K&S AG

271,150

4,597,375

Muenchener Ruekversicherungs-Gesellschaft AG (Reg.)

27,000

9,691,366

Siemens AG

129,900

17,032,415

TOTAL GERMANY

91,302,803

Shares

Value (Note 1)

Hong Kong - 2.5%

China Mobile (Hong Kong) Ltd. (a)

7,410,500

$ 40,201,960

Hutchison Whampoa Ltd.

1,370,600

17,089,228

Johnson Electric Holdings Ltd.

3,368,000

5,181,738

TOTAL HONG KONG

62,472,926

Ireland - 0.5%

Bank of Ireland, Inc.

1,360,338

13,518,458

Italy - 1.8%

Banca Intesa Spa

1,999,446

9,588,278

Olivetti Spa

1,883,500

4,515,244

San Paolo IMI Spa

486,500

7,913,669

Telecom Italia Spa

2,058,124

22,703,684

TOTAL ITALY

44,720,875

Japan - 23.0%

Advantest Corp.

36,400

3,405,439

Asahi Chemical Industry Co. Ltd. (a)

527,000

3,031,967

Canon, Inc.

587,000

20,529,860

Credit Saison Co. Ltd.

397,300

8,493,473

Daiwa Securities Group, Inc.

3,116,000

32,503,175

DDI Corp.

1,067

5,140,483

Fujitsu Ltd.

790,000

11,632,072

Furukawa Electric Co. Ltd.

1,176,000

20,513,422

Hitachi Chemical Co. Ltd.

132,000

3,093,119

Hitachi Zosen Corp. (a)

523,000

397,840

Ito-Yokado Co. Ltd.

367,000

18,290,636

JAFCO Co. Ltd.

58,800

5,398,269

Kyocera Corp.

146,900

15,598,944

Matsushita Electric Industrial Co. Ltd.

504,000

11,781,001

Mitsubishi Electric Corp.

1,064,000

6,540,107

Mitsubishi Estate Co. Ltd. (a)

646,000

6,890,968

Mitsui Fudosan Co. Ltd.

288,000

2,858,092

NEC Corp.

1,308,000

23,902,423

Net One Systems Co. Ltd.

135

3,364,082

NGK Insulators Ltd.

359,000

4,749,209

Nikko Securities Co. Ltd.

7,364,000

56,982,952

Nikon Corp.

326,000

3,483,186

Nintendo Co. Ltd.

54,000

8,494,011

Nippon Telegraph & Telephone Corp.

6,400

46,054,037

Nomura Securities Co. Ltd.

2,960,000

53,185,278

NTT DoCoMo, Inc.

1,096

18,878,378

Oki Electric Industry Co. Ltd. (a)

719,000

3,206,173

Omron Corp.

376,000

7,807,992

ORIX Corp.

105,600

10,581,237

Rohm Co. Ltd.

24,300

4,610,562

Softbank Corp.

211,300

7,334,625

Sony Corp.

891,100

61,931,453

Sumitomo Electric Industries Ltd.

172,000

2,818,292

Takeda Chemical Industries Ltd.

477,000

28,193,758

Tokyo Broadcasting System, Inc.

136,000

4,019,236

Tokyo Electron Ltd.

61,600

3,382,426

Toshiba Corp.

2,311,000

15,437,650

Common Stocks - continued

Shares

Value (Note 1)

Japan - continued

Toyota Motor Corp.

1,058,600

$ 33,784,123

Yamanouchi Pharmaceutical Co. Ltd.

117,000

5,053,598

TOTAL JAPAN

583,353,548

Korea (South) - 2.5%

Hyundai Electronics Industries Co. Ltd. (a)

2,644,380

8,413,938

Kookmin Bank

456,200

5,373,424

Samsung Electronics Co. Ltd.

393,400

49,136,137

TOTAL KOREA (SOUTH)

62,923,499

Marshall Islands - 0.7%

Teekay Shipping Corp.

462,700

17,582,600

Mexico - 0.5%

Telefonos de Mexico SA de CV Series L sponsored ADR

183,700

8,289,463

TV Azteca SA de CV sponsored ADR

395,600

3,931,275

TOTAL MEXICO

12,220,738

Netherlands - 6.4%

ABN AMRO Holding NV

404,000

9,216,868

Akzo Nobel NV

148,000

7,974,172

Heineken NV

94,600

5,743,041

ING Groep NV
(Certificaten Van Aandelen)

432,462

34,657,983

Koninklijke Ahold NV

874,103

28,290,695

Koninklijke Philips Electronics NV

509,924

18,742,200

Nutreco Holding NV

123,833

6,602,078

Royal Dutch Petroleum Co.
(Hague Registry)

179,400

10,864,912

Unilever NV (Certificaten Van Aandelen)

240,200

15,249,681

United Pan-Europe Communications NV Class A (a)

372,200

3,814,460

Vendex KBB NV

699,457

9,197,595

VNU NV (a)

106,700

5,261,493

Wolters Kluwer NV
(Certificaten Van Aandelen)

239,700

6,556,808

TOTAL NETHERLANDS

162,171,986

Norway - 0.4%

DNB Holding ASA

2,101,100

11,375,161

Singapore - 0.4%

Chartered Semiconductor Manufacturing Ltd. ADR (a)

96,000

2,532,000

Overseas Union Bank Ltd.

862,296

4,029,188

United Overseas Bank Ltd.

539,472

4,045,651

TOTAL SINGAPORE

10,606,839

Spain - 2.5%

Banco Santander Central Hispano SA

2,493,268

26,773,285

Telefonica SA (a)

2,182,400

36,180,526

TOTAL SPAIN

62,953,811

Shares

Value (Note 1)

Sweden - 1.4%

Telefonaktiebolaget LM Ericsson AB
(B Shares)

3,207,100

$ 35,879,433

Switzerland - 6.3%

Credit Suisse Group (Reg.)

175,864

33,595,554

Julius Baer Holding AG

982

5,402,431

Nestle SA (Reg.)

18,567

43,529,901

Novartis AG (Reg.)

9,266

16,465,354

The Swatch Group AG (Reg.)

56,300

14,770,762

UBS AG (Reg. D)

108,168

17,745,107

Zurich Financial Services Group AG

48,440

29,353,024

TOTAL SWITZERLAND

160,862,133

Taiwan - 1.3%

Taiwan Semiconductor Manufacturing Co. Ltd. (a)

6,959,976

16,706,464

United Microelectronics Corp.

10,311,400

14,975,192

TOTAL TAIWAN

31,681,656

United Kingdom - 11.3%

Amvescap PLC

280,900

5,761,560

AstraZeneca PLC

135,900

6,998,850

Barclays PLC

260,100

8,045,105

BBA Group PLC

399,900

2,208,792

Billiton PLC

1,638,900

6,312,099

Carlton Communications PLC

1,076,700

9,820,589

Diageo PLC

632,500

7,081,470

GlaxoSmithKline PLC (a)

1,418,394

39,715,034

Granada Compass PLC (a)

540,214

5,874,853

HSBC Holdings PLC (Reg.)

948,941

13,968,405

Lloyds TSB Group PLC

2,699,200

28,527,910

Misys PLC

762,800

7,515,472

Reed International PLC

537,300

5,614,570

Reuters Group PLC

1,362,600

22,369,348

Rio Tinto PLC (Reg. D)

469,700

8,259,761

Royal Bank of Scotland Group PLC

707,200

16,701,303

SMG PLC

787,200

3,213,986

Vodafone Group PLC

23,066,303

82,606,360

WPP Group PLC

465,700

6,062,118

TOTAL UNITED KINGDOM

286,657,585

United States of America - 3.1%

Alcoa, Inc.

88,400

2,961,400

Bristol-Myers Squibb Co.

336,900

24,909,544

Micron Technology, Inc. (a)

383,000

13,596,500

Overseas Shipholding Group, Inc.

277,000

6,353,688

Pfizer, Inc.

151,500

6,969,000

Phelps Dodge Corp.

50,500

2,818,531

Common Stocks - continued

Shares

Value (Note 1)

United States of America - continued

Schering-Plough Corp.

168,400

$ 9,556,700

VoiceStream Wireless Corp. (a)

124,300

12,507,688

TOTAL UNITED STATES OF AMERICA

79,673,051

TOTAL COMMON STOCKS

(Cost $2,127,822,902)

2,288,505,923

Investment Companies - 0.1%

Multi-National - 0.1%

European Warrant Fund, Inc.
(Cost $5,021,599)

306,000

2,945,250

Government Obligations - 0.1%

Moody's Ratings (unaudited)

Principal Amount

United States of America - 0.1%

U.S. Treasury Bills, yield at date of purchase 5.62% to 5.92% 3/1/01 (c)
(Cost $1,832,224)

-

$ 1,850,000

1,832,980

Cash Equivalents - 12.4%

Shares

Fidelity Cash Central Fund, 6.53% (b)

301,572,259

301,572,259

Fidelity Securities Lending Cash Central Fund, 6.61% (b)

12,539,188

12,539,188

TOTAL CASH EQUIVALENTS

(Cost $314,111,447)

314,111,447

TOTAL INVESTMENT PORTFOLIO - 102.8%

(Cost $2,448,788,172)

2,607,395,600

NET OTHER ASSETS - (2.8)%

(70,280,456)

NET ASSETS - 100%

$ 2,537,115,144

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

334 Topix Index Contracts (Japan)

March 2001

$ 37,453,442

$ (1,901,583)

The face value of futures purchased as a percentage of net assets - 1.5%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,828,026.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $3,777,940,769 and $3,575,161,069, respectively, of which long-term U.S. government and government agency obligations aggregated $0 and $4,717,128, respectively.

The market value of futures contracts opened and closed during the period amounted to $61,278,260 and $36,693,285, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $27,052 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $14,141,574. The fund received cash collateral of $12,539,188 which was invested in cash equivalents and U.S. Treasury Obligations valued at $3,004,205.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $2,482,126,185. Net unrealized appreciation aggregated $125,269,415, of which $450,517,405 related to appreciated investment securities and $325,247,990 related to depreciated investment securities.

The fund hereby designates approximately $168,492,000 as a capital gain dividend for the purpose of the dividend paid deduction.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Fidelity Variable Insurance Products: Overseas Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $2,448,788,172) -
See accompanying schedule

$ 2,607,395,600

Cash

410,567

Foreign currency held at value
(cost $16,542,874)

16,494,649

Receivable for investments sold

14,088,356

Receivable for fund shares sold

1,319,165

Dividends receivable

3,126,047

Interest receivable

1,333,508

Other receivables

47,468

Total assets

2,644,215,360

Liabilities

Payable for investments purchased

$ 5,489,870

Payable for fund shares redeemed

86,891,648

Accrued management fee

1,580,315

Distribution fees payable

24,938

Payable for daily variation on
futures contracts

277,318

Other payables and
accrued expenses

296,939

Collateral on securities loaned,
at value

12,539,188

Total liabilities

107,100,216

Net Assets

$ 2,537,115,144

Net Assets consist of:

Paid in capital

$ 2,113,593,127

Undistributed net investment income

11,909,270

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

254,959,225

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

156,653,522

Net Assets

$ 2,537,115,144

Initial Class:
Net Asset Value, offering price
and redemption price per share
($2,267,507,253
÷
113,384,526 shares)

$20.00

Service Class:
Net Asset Value, offering price
and redemption price per share
($257,257,175
÷
12,898,922 shares)

$19.94

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($12,350,716
÷
620,451 shares)

$19.91

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 33,909,899

Special dividend from BCE, Inc.

5,241,627

Interest

13,944,091

Security lending

633,605

53,729,222

Less foreign taxes withheld

(4,277,376)

Total income

49,451,846

Expenses

Management fee

$ 20,988,116

Transfer agent fees

1,902,696

Distribution fees

240,182

Accounting and security lending fees

1,364,621

Non-interested trustees' compensation

14,579

Custodian fees and expenses

1,343,421

Audit

62,512

Legal

20,798

Miscellaneous

98,289

Total expenses before reductions

26,035,214

Expense reductions

(650,499)

25,384,715

Net investment income

24,067,131

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

267,186,772

Foreign currency transactions

(1,366,056)

Futures contracts

(207,130)

265,613,586

Change in net unrealized appreciation (depreciation) on:

Investment securities

(846,361,343)

Assets and liabilities in
foreign currencies

(136,163)

Futures contracts

(2,351,973)

(848,849,479)

Net gain (loss)

(583,235,893)

Net increase (decrease) in net assets resulting from operations

$ (559,168,762)

Other Information

Expense reductions
Directed brokerage arrangements

$ 639,759

Custodian credits

10,740

$ 650,499

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Overseas Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 24,067,131

$ 24,385,652

Net realized gain (loss)

265,613,586

279,081,035

Change in net unrealized appreciation (depreciation)

(848,849,479)

567,840,640

Net increase (decrease) in net assets resulting from operations

(559,168,762)

871,307,327

Distributions to shareholders
From net investment income

(34,503,154)

(31,839,750)

In excess of net investment income

(6,990,235)

-

From net realized gain

(261,723,629)

(51,354,434)

Total distributions

(303,217,018)

(83,194,184)

Share transactions - net increase (decrease)

518,278,056

(16,452,995)

Total increase (decrease) in net assets

(344,107,724)

771,660,148

Net Assets

Beginning of period

2,881,222,868

2,109,562,720

End of period (including undistributed net investment income of $11,909,270 and
$10,707,600, respectively)

$ 2,537,115,144

$ 2,881,222,868

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

180,026,822

$ 4,102,377,245

137,488,784

$ 2,927,082,596

Reinvested

11,650,005

284,959,118

4,250,326

81,691,268

Redeemed

(178,033,342)

(4,052,515,974)

(145,444,173)

(3,101,747,139)

Net increase (decrease)

13,643,485

$ 334,820,389

(3,705,063)

$ (92,973,275)

Service Class
Sold

68,519,615

$ 1,560,576,350

18,969,271

$ 422,534,083

Reinvested

747,241

18,247,616

78,277

1,502,916

Redeemed

(61,639,680)

(1,408,864,371)

(15,508,477)

(347,516,719)

Net increase (decrease)

7,627,176

$ 169,959,595

3,539,071

$ 76,520,280

Service Class 2 A
Sold

734,419

$ 15,878,729

Reinvested

421

10,284

Redeemed

(114,389)

(2,390,941)

Net increase (decrease)

620,451

$ 13,498,072

Distributions
From net investment income
Initial Class

$ 32,471,354

$ 31,264,560

Service Class

2,030,655

575,190

Service Class 2 A

1,145

-

Total

$ 34,503,154

$ 31,839,750

In excess of net investment income
Initial Class

$ 6,578,599

$ -

Service Class

411,405

-

Service Class 2 A

231

-

Total

$ 6,990,235

$ -

From net realized gain
Initial Class

$ 245,909,165

$ 50,426,708

Service Class

15,805,556

927,726

Service Class 2 A

8,908

-

Total

$ 261,723,629

$ 51,354,434

$ 303,217,018

$ 83,194,184

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 27.44

$ 20.06

$ 19.20

$ 18.84

$ 17.06

Income from Investment Operations

Net investment income D

.19 G

.24

.23

.30

.32 H

Net realized and unrealized gain (loss)

(4.93)

7.95

2.13

1.70

1.88

Total from investment operations

(4.74)

8.19

2.36

2.00

2.20

Less Distributions

From net investment income

(.31)

(.31)

(.38)

(.33)

(.20)

In excess of net investment income

(.06)

-

-

-

-

From net realized gain

(2.33)

(.50)

(1.12)

(1.31)

(.22)

Total distributions

(2.70)

(.81)

(1.50)

(1.64)

(.42)

Net asset value, end of period

$ 20.00

$ 27.44

$ 20.06

$ 19.20

$ 18.84

Total Return B, C

(19.07)%

42.55%

12.81%

11.56%

13.15%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,267,507

$ 2,736,851

$ 2,074,843

$ 1,926,322

$ 1,667,601

Ratio of expenses to average net assets

.89%

.91%

.91%

.92%

.93%

Ratio of expenses to average net assets after expense reductions

.87% F

.87% F

.89% F

.90% F

.92% F

Ratio of net investment income to average net assets

.84%

1.10%

1.19%

1.55%

1.84%

Portfolio turnover rate

136%

78%

84%

67%

92%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 27.39

$ 20.04

$ 19.20

$ 19.36

Income from Investment Operations

Net investment income D

.17 G

.22

.15

.01

Net realized and unrealized gain (loss)

(4.93)

7.94

2.19

(.17)

Total from investment operations

(4.76)

8.16

2.34

(.16)

Less Distributions

From net investment income

(.30)

(.31)

(.38)

-

In excess of net investment income

(.06)

-

-

-

From net realized gain

(2.33)

(.50)

(1.12)

-

Total distributions

(2.69)

(.81)

(1.50)

-

Net asset value, end of period

$ 19.94

$ 27.39

$ 20.04

$ 19.20

Total Return B, C

(19.18)%

42.44%

12.69%

(0.83)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 257,257

$ 144,371

$ 34,720

$ 931

Ratio of expenses to average net assets

.99%

1.01%

1.01%

1.02% A

Ratio of expenses to average net assets after expense reductions

.97% F

.98% F

.97% F

1.01% A, F

Ratio of net investment income to average net assets

.74%

1.00%

.80%

.31% A

Portfolio turnover rate

136%

78%

84%

67%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G Investment income per share reflects a special dividend (from BCE, Inc.) which amounted to $.04 per share.

H Investment income per share reflects a special dividend which amounted to $.05 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 26.16

Income from Investment Operations

Net investment income D

.12 G

Net realized and unrealized gain (loss)

(3.68)

Total from investment operations

(3.56)

Less Distributions

From net investment income

(.30)

In excess of net investment income

(.06)

From net realized gain

(2.33)

Total distributions

(2.69)

Net asset value, end of period

$ 19.91

Total Return B, C

(15.50)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 12,351

Ratio of expenses to average net assets

1.15% A

Ratio of expenses to average net assets after expense reductions

1.13% A, F

Ratio of net investment income to average net assets

.58% A

Portfolio turnover rate

136%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class'expenses.

G Investment income per share reflects a special dividend (from BCE, Inc.) which amounted to $.04 per share.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Notes to Financial Statements

For the period ended December 31, 2000

1. Significant Accounting Policies.

Money Market Portfolio, High Income Portfolio, Equity-Income Portfolio, Growth Portfolio, and Overseas Portfolio (the funds) are funds of Variable Insurance Products Fund. Investment Grade Bond Portfolio, Asset Manager Portfolio, Asset Manager: Growth Portfolio, Index 500 Portfolio, and Contrafund Portfolio (the funds) are funds of Variable Insurance Products Fund II. Balanced Portfolio, Growth & Income Portfolio, Growth Opportunities Portfolio, Dynamic Capital Appreciation Portfolio, and Mid Cap Portfolio(the funds) are funds of Variable Insurance Products Fund III. The Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III (the trusts) (referred to in this report as Fidelity Variable Insurance Products) are registered under the Investment Company Act of 1940, as amended (the 1940 Act), as open-end management investment companies organized as Massachusetts business trusts. Each fund is authorized to issue an unlimited number of shares. Shares of each fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. Each fund offers three classes of shares: Initial Class shares, Service Class shares and Service Class 2 shares. Each fund commenced sale of Service Class 2 shares on January 12, 2000, except for Dynamic Capital Appreciation Portfolio. The commencement of operations for Dynamic Capital Appreciation Portfolio's Initial Class, Service Class and Service Class 2 shares was September 25, 2000. On April 20, 2000, the Board of Trustees of Money Market Portfolio, Investment Grade Bond Portfolio and Index 500 Portfolio approved the creation of Service Class, a new class of shares of Money Market Portfolio, Investment Grade Bond Portfolio and Index 500 Portfolio and became available on July 7, 2000. The Service Class shares are subject to an annual distribution and service fee of .10% of the class' average net assets. 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 of shares differs in its respective distribution plan.

The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the funds:

Security Valuation.

Money Market Portfolio. As permitted under Rule 2a-7 of the 1940 Act, and certain conditions therein, securities are valued initially at cost and thereafter assume a constant amortization to maturity of any discount or premium.

Investment Grade Bond Portfolio. Securities are valued based upon a computerized matrix system and/or appraisals by a pricing service, both of which consider market transactions and dealer-supplied valuations. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day. High Income and Balanced Portfolios. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Asset Manager, Asset Manager: Growth, Equity-Income, Growth & Income, Index 500, Growth Opportunities, Contrafund, Growth, Dynamic Capital Appreciation and Mid Cap Portfolios. Securities for which exchange quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which exchange quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Overseas Portfolio. Securities for which quotations are readily available are valued using the official closing price or at the last sale price in the principal market in which they are traded. If the last sale price (on the local exchange) is unavailable, the last evaluated quote or closing bid price normally is used. If trading or events occurring in other markets after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency Translation. The accounting records of the funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Income Taxes. As qualified regulated investment companies under Subchapter M of the Internal Revenue Code, the funds are not subject to U.S. federal income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. Dynamic Capital Appreciation Portfolio intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. By so qualifying, the fund will not be subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. Each fund may be subject to foreign taxes on income and gains on investments which are accrued based upon each fund's understanding of the tax rules and regulations that exist in the markets in which they invest. Foreign governments may also impose taxes on other payments or transactions with respect to foreign securities. Each fund accrues such taxes as applicable. The schedules of investments include information regarding income taxes under the caption "Income Tax Information."

Investment Income.

Money Market Portfolio. Interest income, which includes amortization of premium and accretion of discount, is accrued as earned.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Investment Grade Bond, High Income, Balanced, Asset Manager, Asset Manager: Growth, Equity-Income, Growth & Income, Index 500, Growth Opportunities, Contrafund, Growth, Dynamic Capital Appreciation, Mid Cap and Overseas Portfolios. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities where the ex-dividend date may have passed, are recorded as soon as the funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of original issue discount, is accrued as earned. The funds may place a debt obligation on non-accrual status and reduce related interest income by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures, under the general supervision of the Board of Trustees of the fund. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of each trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) non-interested Trustees of certain funds must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in a cross-section of other Fidelity funds. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Distributions to Shareholders. Dividends are declared daily and paid monthly from net investment income for the Money Market Portfolio. Distributions are recorded on the ex-dividend date for all other funds. Income dividends and capital gain distributions are declared separately for each class.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, paydown gains/losses on certain securities, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), defaulted bonds, market discount, contingent interest, redemptions in kind, non-taxable dividends, net operating losses, capital loss carryforwards, and losses deferred due to wash sales and excise tax regulations.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income, distributions in excess of net investment income, and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

Change in Accounting Principle. Effective January 1, 2001, the Equity-Income Portfolio, Balanced Portfolio, Asset Manager: Growth Portfolio, Asset Manager Portfolio, High Income Portfolio and Investment Grade Bond Portfolio will adopt the provisions of the AICPA Audit and Accounting Guide for Investment Companies and will begin amortizing premium and discount on all debt securities, as required. This accounting principle change will not have an impact on total net assets but will result in an increase or decrease to cost of securities held and a corresponding change to net investment income.

The cumulative effect of this accounting change will not have an impact on total net assets but will result in an increase or decrease to cost of securities held and a corresponding change to accumulated net undistributed realized gain (loss).

2. Operating Policies.

Foreign Currency Contracts. Certain funds use foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), certain funds, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the funds, or to the Joint Trading Account, at a custodian bank. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the funds' investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the funds, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating funds. Information regarding each fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Delayed Delivery Transactions. Each fund may purchase or sell securities on a delayed delivery basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The market values of the securities purchased on a delayed delivery basis are identified as such in each applicable fund's schedule of investments. Each fund may receive compensation for interest forgone in the purchase of a delayed delivery security. With respect to purchase commitments, each fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

Futures Contracts. Certain funds may use futures contracts to manage their exposure to the stock markets and to fluctuations in currency values. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of the futures variation margin reflected in each applicable fund's Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in each applicable fund's schedule of investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Restricted Securities. Certain funds are permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Loans and Other Direct Debt Instruments. Certain funds are permitted to invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. At the end of the period, the following funds held investments in loans or other direct debt instruments:

Value

% of Net Assets

High Income

$ 33,422,863

2.0%

Balanced

$ 475,000

0.2%

Asset Manager

$ 159,732,463

3.8%

Asset Manager: Growth

$ 23,375,520

4.7%

Equity-Income

$ 2,041,060

0.0%

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities (other than short-term securities) and the market value of future contracts opened and closed, is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As each fund's investment adviser, FMR receives a monthly fee.

For Money Market Portfolio, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund and an income-based fee. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period. The annual individual fund fee rate is .03%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. The income-based fee is added only when the fund's gross yield exceeds 5%. At that time the income-based fee would equal 6% of that portion of the fund's gross income that represents a gross yield of more than 5% per year. The maximum income-based component is .24% of average net assets. For the period, the total management fee was equivalent to an annual rate of .25%. The income-based portion of this fee was equal to $1,899,560, or an annual rate of .09% of the fund's average net assets.

For Index 500 Portfolio, FMR receives a fee that is computed daily at an annual rate of .24% of the fund's average net assets.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

For all other funds, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of each fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period for the Investment Grade Bond and High Income Portfolios and .2167% to .5200% for the period for the Balanced, Asset Manager, Asset Manager: Growth, Equity-Income, Growth & Income, Growth Opportunities, Contrafund, Growth, Dynamic Capital Appreciation, Mid Cap, and Overseas Portfolios. The annual individual fund fee rate is .45% for High Income and Overseas Portfolios, .30% for Investment Grade Bond, Asset Manager: Growth, Growth Opportunities, Contrafund, Growth, Mid Cap and Dynamic Capital Appreciation Portfolios, .25% for the Asset Manager Portfolio, .20% for Equity-Income and Growth & Income Portfolios, and .15% for Balanced Portfolio. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. For the period, each fund's management fees were equivalent to the following annual rates expressed as a percentage of average net assets:

Money Market

.25%

Investment Grade Bond

.43%

High Income

.58%

Balanced

.43%

Asset Manager

.53%

Asset Manager: Growth

.58%

Equity-Income

.48%

Growth & Income

.48%

Index 500

.24%

Growth Opportunities

.58%

Contrafund

.57%

Growth

.57%

Dynamic Capital Appreciation

.58%*

Mid Cap

.57%

Overseas

.72%

* Annualized

Sub-Adviser Fee. Beginning January 1, 2001, FMR Co.(FMRC) will serve as sub-adviser for each fund except Money Market and Investment Grade Bond Portfolios. FMRC is a wholly owned subsidiary of FMR. FMRC may provide investment research and advice and may also provide investment advisory services for the funds. FMRC will receive a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the fund's assets that will be managed by FMRC.

FMR, on behalf of Overseas Portfolio, entered into sub-advisory agreements with Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Far East) Inc., and Fidelity International Investment Advisors (FIIA). Under the sub-advisory arrangements, FMR may receive investment advice and research services and may grant the sub-advisers investment management authority to buy and sell securities. FMR pays its sub-advisers either a portion of its management fee or a fee based on costs incurred for these services.

FMR and Index 500 Portfolio have entered into a sub-advisory agreement with Bankers Trust Company (Bankers Trust). Bankers Trust receives a sub-advisory fee for providing investment management and custodial services to the fund. For these services, FMR pays Bankers Trust fees at an annual rate of 0.006% of the fund's average net assets. Under a separate securities lending agreement with Bankers Trust, the fund receives at least 70% of net income from the securities lending program. Bankers Trust retains no more than 30% of net income under this agreement. For the period, Bankers Trust retained $122,843.

As Money Market and Investment Grade Bond Portfolio's investment sub-adviser, Fidelity Investments Money Management, Inc.(FIMM), a wholly owned subsidiary of FMR, receives a fee from FMR of 50% of the management fee payable to FMR. The fees are paid prior to any voluntary expense reimbursements which may be in effect.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted separate Distribution and Service Plans with respect to each Service Class of shares (collectively referred to as "the Plans"). Under certain of the Plans, the class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a 12b-1 fee. For the period, this fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets. Initial Class shares are not subject to a 12b-1 fee.

Annual Report

Notes to Financial Statements - 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 reallowed to insurance companies, for the distribution of shares and providing shareholder support services:

Money Market

Service Class

$ 50

Service Class 2

$ 249

Investment Grade Bond

Service Class

$ 49

Service Class 2

$ 323

High Income

Service Class

$ 251,008

Service Class 2

$ 3,914

Balanced

Service Class

$ 28,151

Service Class 2

$ 3,595

Asset Manager

Service Class

$ 27,618

Service Class 2

$ 3,721

Asset Manager: Growth

Service Class

$ 12,530

Service Class 2

$ 2,497

Equity-Income

Service Class

$ 499,249

Service Class 2

$ 34,494

Growth & Income

Service Class

$ 160,561

Service Class 2

$ 10,206

Index 500

Service Class

$ 47

Service Class 2

$ 296

Growth Opportunities

Service Class

$ 355,012

Service Class 2

$ 20,287

Contrafund

Service Class

$ 1,071,117

Service Class 2

$ 81,919

Growth

Service Class

$ 1,579,773

Service Class 2

$ 41,245

Dynamic Capital Appreciation

Service Class

$ 162

Service Class 2

$ 552

Mid Cap

Service Class

$ 138,312

Service Class 2

$ 62,748

Overseas

Service Class

$ 230,223

Service Class 2

$ 9,959

Transfer Agent Fees. Fidelity Investment Institutional Operations Company (FIIOC), an affiliate of FMR, is the funds' transfer, dividend disbursing and shareholder servicing agent. FIIOC receives asset-based fees with respect to each account in a fund. FIIOC pays a portion of the expenses related to the typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, each fund's transfer agent fees were equivalent to an annual rate of .07% of average net assets.

For the period, each class paid FIIOC the following amounts:

Money Market

Initial Class

$ 1,388,638

Service Class

$ 51

Service Class 2

$ 443

Investment Grade Bond

Initial Class

$ 428,996

Service Class

$ 34

Service Class 2

$ 1,338

High Income

Initial Class

$ 1,194,719

Service Class

$ 163,140

Service Class 2

$ 2,370

Balanced

Initial Class

$ 179,211

Service Class

$ 18,687

Service Class 2

$ 1,178

Asset Manager

Initial Class

$ 2,943,997

Service Class

$ 19,014

Service Class 2

$ 1,254

Asset Manager: Growth

Initial Class

$ 351,706

Service Class

$ 8,765

Service Class 2

$ 857

Equity-Income

Initial Class

$ 6,359,617

Service Class

$ 332,004

Service Class 2

$ 11,455

Growth & Income

Initial Class

$ 694,394

Service Class

$ 108,721

Service Class 2

$ 3,195

Index 500

Initial Class

$ 3,079,505

Service Class

$ 31

Service Class 2

$ 287

Growth Opportunities

Initial Class

$ 770,752

Service Class

$ 233,505

Service Class 2

$ 6,872

Contrafund

Initial Class

$ 5,860,577

Service Class

$ 717,389

Service Class 2

$ 25,090

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Growth

Initial Class

$ 11,533,243

Service Class

$ 1,056,210

Service Class 2

$ 12,070

Dynamic Capital Appreciation

Initial Class

$ 157

Service Class

$ 372

Service Class 2

$ 602

Mid Cap

Initial Class

$ 146,510

Service Class

$ 98,684

Service Class 2

$ 18,965

Overseas

Initial Class

$ 1,743,958

Service Class

$ 155,637

Service Class 2

$ 3,101

Accounting and Security Lending Fees. Fidelity Service Company, Inc., an affiliate of FMR, maintains each fund's accounting records and administers the security lending program, as applicable. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Fidelity Cash Central Funds. Pursuant to an Exemptive Order issued by the SEC, the funds may invest in one or more open-end money market funds managed by FIMM, an affiliate of FMR. These funds (collectively referred to as the "Central Funds") are available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital, liquidity, and current income and do not pay a management fee.

The Fidelity Money Market Central Fund is principally used for Asset Manager and Asset Manager: Growth Portfolios' strategic allocation to money market investments. The Fidelity Cash Central Fund and the Fidelity Securities Lending Cash Central Fund are principally used for allocations of available cash. Income distributions from the Central Funds are recorded as interest income in the accompanying financial statements except for distributions from the Fidelity Securities Lending Cash Central Fund, which are recorded as security lending income.

Money Market Insurance. Pursuant to an Exemptive Order issued by the the SEC, Money Market Portfolio, along with other money market funds advised by FMR or its affiliates, has entered into insurance agreements with FIDFUNDS Mutual Limited (FIDFUNDS), an affiliated mutual insurance company. FIDFUNDS provides limited coverage for certain loss events including issuer default as to payment of principal or interest and bankruptcy or insolvency of a credit enhancement provider. The insurance does not cover losses resulting from changes in interest rates, ratings downgrades or other market conditions. The fund may be subject to a special assessment of up to approximately 2.5 times the fund's annual gross premium if covered losses exceed certain levels. The fund pays premiums to FIDFUNDS on a calendar year basis, which are amortized over one year.

Brokerage Commissions. Certain funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of FMR, or in the case of Index 500 Portfolio, Bankers Trust. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of each applicable fund's schedule of investments.

5. Security Lending.

Certain funds lend portfolio securities from time to time in order to earn additional income. Each applicable fund receives collateral(in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the funds and any additional required collateral is delivered to the funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Information regarding the value of securities loaned and the value of collateral at period end is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

6. Bank Borrowings.

Each fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. Each fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. Information regarding a fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Annual Report

Notes to Financial Statements - continued

7. Expense Reductions.

FMR voluntarily agreed to reimburse Money Market, Index 500, Dynamic Capital Appreciation and Investment Grade Bond Portfolios' operating expenses (excluding interest, taxes, certain securities lending fees, brokerage commissions and extraordinary expenses, if any) above the following annual rates or range of annual rates of average net assets for each of the following classes:

Money Market

FMR
Expense
Limitations

Service Class

0.45%

Service Class 2

0.60%

Investment Grade Bond

Service Class 2

1.05%

Index 500

Initial Class

0.28%

Service Class

0.38%

Service Class 2

0.53%

Dynamic Capital Appreciation

Initial Class

1.50%

Service Class

1.60%

Service Class 2

1.75%

FMR has directed certain portfolio trades to brokers who paid a portion of the fund's expenses.

In addition, through arrangements with certain fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of each applicable fund's expenses.

For the period, the reductions under these arrangements are shown under the caption "Other Information" on each applicable fund's Statement of Operations.

8. Beneficial Interest.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, were the record owners of more than 5% of the outstanding shares, and certain unaffiliated insurance companies were each record owners of 10% or more of the total outstanding shares of the following funds:

Beneficial Interest

FILI

Unaffiliated
Insurance Companies

Fund

% of Ownership

# of

% Ownership

Money Market

63%

-

-

Investment Grade Bond

38%

-

-

High Income

11%

2

60%

Balanced

38%

1

49%

Asset Manager

19%

1

21%

Asset Manager: Growth

62%

1

10%

Equity-Income

12%

1

29%

Growth & Income

37%

4

53%

Index 500

29%

-

-

Growth Opportunities

14%

1

63%

Contrafund

19%

2

33%

Growth

13%

1

28%

Dynamic Capital
Appreciation

33%

1

67%

Mid Cap

58%

1

18%

Overseas

13%

2

43%

9. Transactions with Affiliated Companies.

An affiliated company is a company which a fund has ownership of at least 5% of the voting securities. Information regarding transactions with affiliated companies is included at the end of each applicable fund's schedule of investments.

Annual Report

Independent Auditors' Report

To the Trustees of Variable Insurance Products Fund III and Shareholders of Dynamic Capital Appreciation Portfolio:

We have audited the accompanying statement of assets and liabilities of Dynamic Capital Appreciation Portfolio, (the Fund), a fund of Variable Insurance Products III (the Trust), including the portfolio of investments, as of December 31, 2000, and the related statements of operations, changes in net assets, and financial highlights for the period September 25, 2000 (commencement of operations) to December 31, 2000. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dynamic Capital Appreciation Portfolio as of December 31, 2000, and the results of its operations, the changes in its net assets, and its financial highlights for the period September 25, 2000 (commencement of operations) to December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 7, 2001

Annual Report

Independent Auditors' Report

To the Trustees of Variable Insurance Products Fund II and Shareholders of Contrafund Portfolio, Asset Manager Portfolio, Asset Manager: Growth Portfolio, Index 500 Portfolio and Investment Grade Bond Portfolio:

We have audited the accompanying statements of assets and liabilities of Contrafund Portfolio, Asset Manager Portfolio, Asset Manager: Growth Portfolio, Index 500 Portfolio and Investment Grade Bond Portfolio (the Funds), funds of Variable Insurance Products Fund II(the Trust), including the portfolios of investments, as of December 31, 2000, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of Contrafund Portfolio, Asset Manager Portfolio, Asset Manager: Growth Portfolio, Index 500 Portfolio and Investment Grade Bond Portfolio as of December 31, 2000, and the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 7, 2001

Annual Report

Independent Auditors' Report

To the Trustees of Variable Insurance Products Fund III and Shareholders of Balanced Portfolio, Growth & Income Portfolio and Growth Opportunities Portfolio:

We have audited the accompanying statements of assets and liabilities of Balanced Portfolio, Growth & Income Portfolio and Growth Opportunities Portfolio (the Funds), funds of Variable Insurance Products Fund III (the Trust), including the portfolios of investments, as of December 31, 2000, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of Balanced Portfolio, Growth & Income Portfolio and Growth Opportunities Portfolio as of December 31, 2000, and the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 7, 2001

Annual Report

Report of Independent Accountants

To the Trustees of Variable Insurance Products Fund and Variable Insurance Products Fund III and the Shareholders of Money Market Portfolio, Equity-Income Portfolio, Growth Portfolio, High Income Portfolio, Overseas Portfolio and Mid Cap Portfolio:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial positions of Money Market Portfolio, Equity-Income Portfolio, Growth Portfolio, High Income Portfolio and Overseas Portfolio(funds of Variable Insurance Products Fund) and Mid Cap Portfolio (a fund of Variable Insurance Products Fund III) at December 31, 2000, and the results of their operations, the changes in their net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of Money Market Portfolio's, Equity-Income Portfolio's, Growth Portfolio's, High Income Portfolio's, Overseas Portfolio's and Mid Cap Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2000 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 9, 2001

Annual Report

Distributions

The Board of Trustees of the following funds voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

Fund

Pay Date

Record Date

Dividends

Capital Gains

Asset Manager

2/2/01

2/2/01

$0.64

$0.24

Asset Manager: Growth

2/2/01

2/2/01

$0.39

$0.47

Equity-Income

2/2/01

2/2/01

$0.42

$1.18

Growth & Income

2/2/01

2/2/01

$0.19

$0.61

Contrafund

2/2/01

2/2/01

$0.17

$0.60

Growth

2/2/01

2/2/01

$0.03

$2.82

Overseas

2/2/01

2/2/01

$0.93

$1.47

Each fund hereby designates 100% of the long-term capital gain dividends distributed during the fiscal year as 20%-rate capital gain dividends.

A percentage of the dividends distributed during the fiscal year for the following funds was derived from interest on U.S. Government securities which is generally exempt from state income tax:

Investment
Grade Bond

12.26%

Balanced

12.83%

Asset Manager

8.45%

Index 500

7.27%

Growth
Opportunities

29.70%

A percentage of the dividends distributed during the fiscal year for the Initial Class of the following funds qualifies for the dividends-received deduction for corporate shareholders:

High Income

2%

Balanced

28%

Asset Manager

18%

Asset Manager: Growth

28%

Equity-Income

69%

Growth & Income

29%

Index 500

100%

Growth
Opportunities

85%

Contrafund

8%

Growth

9%

Mid Cap

58%

For Overseas Portfolio, the amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are $.349 and $.028, respectively.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Fidelity Investments Money Management, Inc.
Asset Manager, Asset Manager: Growth, Balanced,
Investment Grade Bond, and Money Market Portfolios

Fidelity Management & Research (U.K.) Inc.
Asset Manager, Asset Manager: Growth, Balanced, Contrafund, Dynamic Capital Appreciation, Growth & Income, Growth Opportunities, High Income, Mid Cap, and Overseas Portfolios

Fidelity Management & Research (Far East) Inc.
Asset Manager, Asset Manager: Growth, Balanced, Contrafund, Dynamic Capital Appreciation, Growth & Income, Growth Opportunities, High Income, Mid Cap, and Overseas Portfolios

Fidelity International Investment Advisors Overseas Portfolio

Fidelity International Investment Advisors (U.K.) Limited
Overseas Portfolio

Fidelity Investments Japan Limited
Asset Manager, Asset Manager: Growth, Balanced, Contrafund, Dynamic Capital Appreciation, Growth & Income, Growth Opportunities, High Income, Mid Cap, and Overseas Portfolios

Bankers Trust Index 500 Portfolio

Officers

Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President - Contrafund,
Growth, Growth Opportunities, and Mid Cap Portfolios

Richard A. Spillane, Jr., Vice President - Balanced,
Equity-Income, Growth & Income, and Overseas Portfolio
Robert A. Lawrence, Vice President - Asset Manager, Asset Manager: Growth, High Income, and Index 500 Portfolios
John Avery, Vice President - Balanced Portfolio
Dwight D. Churchill, Vice President -
Investment Grade Bond and Money Market Portfolios
Barry J. Coffman, Vice President - High Income Portfolio
William Danoff, Vice President - Contrafund Portfolio
Bettina Doulton, Vice President - Growth Opportunities Portfolio
Robert Duby, Vice President - Money Market Portfolio
David Felman, Vice President - Mid Cap Portfolio
Kevin E. Grant, Vice President -
Balanced and Investment Grade Bond Portfolios
Boyce I. Greer, Vice President - Money Market Portfolio
Bart A. Grenier, Vice President -
Asset Manager and Asset Manager: Growth Portfolios
Richard R. Mace, Jr., Vice President - Overseas Portfolio
Charles S. Morrison II, Vice President -
Asset Manager and Asset Manager: Growth Portfolios
David L. Murphy, Vice President - Investment Grade Bond Portfolio
Stephen R. Petersen, Vice President - Equity-Income Portfolio
Louis Salemy, Vice President - Growth & Income Portfolio
J. Fergus Shiel, Vice President -
Dynamic Capital Appreciation Portfolio
Steven J. Snider, Vice President -
Asset Manager and Asset Manager: Growth Portfolios

John J. Todd, Vice President -
Asset Manager and Asset Manager: Growth Portfolios

Jennifer Uhrig, Vice President - Growth Portfolio
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Maria F. Dwyer, Deputy Treasurer
Stanley N. Griffith, Assistant Vice President -
Investment Grade Bond and Money Market Portfolios

John H. Costello, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer

Board of Trustees

Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
Donald J. Kirk *
Ned C. Lautenbach *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *

Advisory Board

J. Michael Cook

Marie L. Knowles

William S. Stavropoulos

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Co., Inc.
Boston, MA

Custodian

The Bank of New York, New York, NY
High Income, Investment Grade Bond, and Money Market Portfolios

The Chase Manhattan Bank, New York, NY Asset Manager,
Asset Manager: Growth, Balanced, Equity-Income,
Growth & Income, and Overseas Portfolios

Brown Brothers Harriman & Co., Boston, MA Contrafund,
Growth, Growth Opportunities, and Mid Cap Portfolios

Bankers Trust, New York, NY Index 500 Portfolio

State Street Bank & Trust Co., Quincy, MA
Dynamic Capital Appreciation Portfolio

* Independent trustees

VIPIC-ANN-0201 125078
1.540227.103

Fidelity® Variable Insurance Products
Service Class

Asset Manager SM Portfolio

Asset Manager: Growth® Portfolio

Balanced Portfolio

Contrafund® Portfolio

Dynamic Capital Appreciation Portfolio

Equity-Income Portfolio

Growth Portfolio

Growth & Income Portfolio

Growth Opportunities Portfolio

High Income Portfolio

Index 500 Portfolio

Investment Grade Bond Portfolio

Mid Cap Portfolio

Money Market Portfolio

Overseas Portfolio

Annual Report

December 31, 2000

(2_fidelity_logos)

Contents

Market Environment

4

A review of what happened in world markets
during the past 12 months.

Asset Manager Portfolio

5

Performance and Investment Summary

6

Fund Talk: The Manager's Overview

7

Investments

24

Financial Statements

Asset Manager: Growth Portfolio

28

Performance and Investment Summary

29

Fund Talk: The Manager's Overview

30

Investments

45

Financial Statements

Balanced Portfolio

49

Performance and Investment Summary

50

Fund Talk: The Manager's Overview

51

Investments

62

Financial Statements

Contrafund Portfolio

66

Performance and Investment Summary

67

Fund Talk: The Manager's Overview

68

Investments

75

Financial Statements

Dynamic Capital Appreciation Portfolio

79

Performance and Investment Summary

80

Fund Talk: The Manager's Overview

81

Investments

83

Financial Statements

Equity-Income Portfolio

87

Performance and Investment Summary

88

Fund Talk: The Manager's Overview

89

Investments

96

Financial Statements

Growth Portfolio

100

Performance and Investment Summary

101

Fund Talk: The Manager's Overview

102

Investments

107

Financial Statements

Growth & Income Portfolio

111

Performance and Investment Summary

112

Fund Talk: The Manager's Overview

113

Investments

116

Financial Statements

Growth Opportunities Portfolio

120

Performance and Investment Summary

121

Fund Talk: The Manager's Overview

122

Investments

126

Financial Statements

The views expressed in this report reflect those of each fund's portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

High Income Portfolio

130

Performance and Investment Summary

131

Fund Talk: The Manager's Overview

132

Investments

141

Financial Statements

Index 500 Portfolio

145

Performance and Investment Summary

146

Fund Talk: The Manager's Overview

147

Investments

155

Financial Statements

Investment Grade Bond Portfolio

159

Performance and Investment Summary

160

Fund Talk: The Manager's Overview

161

Investments

167

Financial Statements

Mid Cap Portfolio

171

Performance and Investment Summary

172

Fund Talk: The Manager's Overview

173

Investments

180

Financial Statements

Money Market Portfolio

184

Performance

185

Fund Talk: The Manager's Overview

186

Investments

190

Financial Statements

Overseas Portfolio

194

Performance and Investment Summary

195

Fund Talk: The Manager's Overview

196

Investments

199

Financial Statements

Notes to Financial Statements

203

Notes to the Financial Statements

Independent Auditors' Report

211

The auditors' opinion.

Independent Auditors' Report

212

The auditors' opinion.

Independent Auditors' Report

213

The auditors' opinion.

Report of Independent Accountants

214

The auditors' opinion.

Distributions

215

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the funds. This report is not
authorized for distribution to prospective investors in the funds unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC,
Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report

Market Environment

It used to be that there were few parallels between international equity market performance relative to stock markets in the United States. In recent years, however, e-commerce and other technological advances have made trade between nations that are oceans apart easier and more efficient than ever. Thus, with the U.S. being one of the world's favorite trading partners, the performance of international markets has become that much more sensitive to fluctuations in the U.S. At no time was this more apparent than during 2000. As U.S. equities skyrocketed in the first quarter of the year, so too did most worldwide markets. And when rising interest rates, a slowing economy and near record-high oil prices hammered U.S. stocks for the remainder of the year, international issues fell in sync. Fixed-income markets generally demonstrated similar parallels, as investors worldwide - including the U.S. - retreated to the safety and relatively high returns of bonds.

U.S. Stock Markets

Compared to 1999, stock market behavior and performance in 2000 unfolded in almost the exact opposite direction. For instance, the technology sector, which drove the NASDAQ Composite Index to a record-high annual return of 86.12% in 1999, caused the same index to fall 39.17% in 2000, the worst decline in the benchmark's history. Also in 1999, growth outperformed value, equities did better than bonds, and initial public offerings (IPOs) and Internet stocks were all the rage. Conversely, in 2000, value was the investment style of choice, Treasury and government bonds soared while most major equity indexes finished the year with negative returns, and many IPOs and Internet stocks were given the cold shoulder. A number of factors figured into this role reversal. The surging economic growth of the past few years was tempered by a series of interest-rate hikes by the Federal Reserve Board. A sharp increase in oil prices accelerated the slowdown, and the resulting effect led to a series of corporate earnings disappointments. For the 12-month period ending December 31, 2000, the large-cap weighted Standard & Poor's 500SM Index fell 9.10%, the blue-chip Dow Jones Industrial Average declined 4.71%, and the Russell 2000® Index - a barometer of small-cap stock performance - dropped 3.02%.

Foreign Stock Markets

Asian equity markets were among the poorest-performing stock markets in 2000, as several countries in the region struggled to overcome bad loans and less-than-effective financial restructuring programs. South Korea posted one of the worst numbers, as the Korea Composite Stock Price Index (KOSPI) declined 55.88% during the year. The TOPIX Index, a benchmark of the Japanese stock market, fell 32.79%. Although Hong Kong was among the more resilient markets in the region, concerns about a slowdown in the U.S. dragged the Hang Seng Index down 9.51% during the period. Many European stock markets also floundered in 2000, thanks to the sell-off in the so-called TMT sectors - meaning technology, media and telecommunications. As a result, margin

pressures and significant capital outlays for third-generation mobile-phone licenses took their toll on corporate earnings, causing the Morgan Stanley Capital International Europe Index to decline 8.19% in 2000. The Canadian equity market was one of the only foreign players to enjoy positive performance. Heavily weighted in oil, gas and financial services - three of the year's best performing sectors - the Toronto Stock Exchange (TSE) 300 returned 3.78% for the 12-month period.

U.S. Bond Markets

Strong technical factors in the market propelled investment-grade bonds past stocks during the 12-month period that ended December 31, 2000. In its strongest showing since 1995, the Lehman Brothers Aggregate Bond Index - a proxy for taxable-bond performance - returned 11.63% during this time frame. Early in 2000, Treasuries assumed market leadership from the spread sectors - corporate, mortgage and agency bonds - a position it never relinquished. A growing federal budget surplus spurred the U.S. government in January to begin buying back outstanding debt and reducing future issuance. The scarcity premium created by a shrinking supply of long-dated Treasuries sent prices soaring and yields plummeting. Anticipation that the Fed was finished raising interest rates following a half-point hike in May, combined with persistent flights to safety from risk-averse investors concerned about volatility in equity markets, further bolstered the long bond, helping the Lehman Brothers Treasury Index return 13.52% during the period. Meanwhile, the Lehman Brothers U.S. Agency and Mortgage-Backed Securities indexes returned 12.18% and 11.16%, respectively. Agencies rallied later in the period behind reduced political risk surrounding government-sponsored enterprises, while discount mortgages surged on higher-than-normal prepayment activity due to a strong housing market. Corporates lagged behind, hurt somewhat by deteriorating credit conditions and growing supply pressures. Still, the Lehman Brothers Credit Bond Index closed out the period up a respectable 9.39%.

Foreign Bond Markets

For the most part, foreign bonds - like those in the U.S. - outperformed their equity counterparts, but absolute returns varied among nations and regions. International government debt, for instance, struggled against the threat and/or realization of higher interest rates, inflation fears, a weakening euro and skepticism about the economic reform efforts of certain countries. For the 12-month period ending December 31, 2000, international government bonds fell 2.63%, according to the Salomon Smith Barney Non-U.S. Dollar World Government Bond Index. Conversely, emerging-markets bonds performed solidly throughout the year. The J.P. Morgan Emerging Markets Bond Index Global returned 14.41% for the 12-month period. During the past year, emerging-markets credit upgrades outnumbered downgrades by more than three to one.

Annual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Asset Manager -
Service Class

-4.06%

11.05%

11.90%

Fidelity Asset Manager Composite

0.58%

12.07%

11.47%

S&P 500

-9.10%

18.33%

17.46%

LB Aggregate Bond

11.63%

6.46%

7.96%

LB 3 Month T-Bill

6.20%

5.47%

5.00%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to those of the Fidelity Asset Manager Composite Index, a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index weighted according to the fund's neutral mix.**

This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

** 50% stocks, 40% bonds and 10% short-term instruments effective January 1, 1997.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager Portfolio - Service Class on December 31, 1990. By December 31, 2000, the value of the investment would have grown to $30,790 - a 207.90% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $49,995 over the same period - a 399.95% increase on the initial investment. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $21,504 - a 115.04% increase. You can also look at how the Fidelity Asset Manager Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $29,625 - a 196.25% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

General Electric Co.

2.3

Exxon Mobil Corp.

1.8

Pfizer, Inc.

1.7

Citigroup, Inc.

1.6

Anheuser-Busch Companies, Inc.

1.3

8.7

Top Five Bond Issuers as of December 31, 2000

(with maturities greater than one year)

% of fund's
net assets

Fannie Mae

9.8

U.S. Treasury Obligations

4.0

Government National Mortgage Association

1.7

Federal Home Loan Bank

1.2

Freddie Mac

0.9

17.6

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks class

55.2%

Bond class

41.1%

Short-Term class

3.7%



* Foreign investments

4.8%

Asset allocation in the pie chart reflects the categorization of assets as defined in the fund's prospectus.
Financial statement categorizations conform to accounting standards and will differ from the pie chart.

Annual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Bart Grenier, Portfolio Manager of Asset
Manager Portfolio

Q. How did the fund perform, Bart?

A. For the 12 months that ended December 31, 2000, the fund lagged the Fidelity Asset Manager Composite Index, which returned 0.58%.

Q. How did your asset allocation strategies influence performance?

A. I maintained the fund's emphasis on equities, allocating just over 54% of net assets to stocks on average during the period. The fund's neutral allocation mix typically calls for 50% to be invested in stocks, 40% in bonds and 10% in short-term and money market instruments. Although this strategy was successful early in the period when the bulls were running, it failed later in the year when market conditions took a turn for the worse. The other side to this strategy was our positioning in bonds, which further hampered relative performance. We lost ground by making an out-of-benchmark allocation to high-yield bonds, while underweighting investment-grade debt - the top-performing asset class during the year.

Q. What factors drove the fund's equity holdings?

A. It was a challenging period for us given the unusually high levels of volatility in the market, spawned by sectors and styles that frequently rotated in and out of favor. The quantitative approach followed by Steve Snider kept the fund generally sector neutral relative to the Standard & Poor's 500 Index. The models Steve used emphasized fundamental data, such as earnings growth, as the driving force behind individual security selection. As such, given the market's disregard for fundamentals early in the period, we missed out on many stocks that soared despite having no earnings. On the other hand, several stocks we owned were punished late in the year when the economy turned and earnings growth failed to materialize. Since this approach did not account for momentum factors that reflect market trends, the fund ended up on the wrong side of some big moves during the period. Large-cap technology stocks performed poorly, with names such as Microsoft and Motorola doing the most damage. Retailers, such as Wal-Mart, also weighed on performance. Conversely, our defensive holdings fared quite well, but it wasn't enough to stem the tide. The health sector provided its share of winners, particularly drug stocks such as Merck. Growth-oriented financials, including Lehman Brothers, and consumer nondurables, such as Anheuser-Busch, also were meaningful contributors.

Q. How did the fund's bond subportfolio fare?

A. Poor liquidity and declining credit quality sent the prices of high-yield securities lower during the period, with yield spreads widening to levels not seen since the 1990 recession. The fund's exposure to the telecommunications sector weighed on performance. Mark Notkin, who took over the high-yield portion of the fund in June, helped limit our downside by reducing the fund's risk profile. On the investment-grade side, Charlie Morrison and his team did a nice job of responding to changing conditions in the marketplace and positioning the fund to benefit from them. The federal government's decision to buy back outstanding debt and reduce future issuance, coupled with the market's steady migration toward high-quality securities, sparked a strong rally in the fund's long-term Treasury holdings. Security selection among agency and mortgage securities further aided performance, as did our positioning in corporate bonds.

Q. And the fund's short-term/money market investments?

A. Early in 2000, the yield curve flattened out dramatically. In response, John Todd let the average maturity of the fund's money market subportfolio roll down, believing that strong economic growth and the risk of rising inflation were likely to set off a protracted period of Federal Reserve Board tightening. Entering the fourth quarter, we extended the subportfolio's average maturity in anticipation of slower economic growth and a more accommodative Fed. It's important for shareholders to note that, in July, the fund began to invest nearly all of its money market investments in a Fidelity-managed money market mutual fund in lieu of investing directly in individual money market securities.

Q. What's your outlook?

A. Given the rate of economic deceleration, the markets are anticipating the Fed to cut interest rates early in 2001. Historically, financial assets have performed quite well in the year following the start of a Fed easing campaign. I'm generally positive overall on the markets in that environment, particularly high-yield, where there's plenty of upside potential. I'm optimistic about equities as well, but not overly so, as there are still some fairly highly valued securities out there despite the stunning recent declines in the markets.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: high total return with reduced risk over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: September 6, 1989

Size: as of December 31, 2000, more than $4.1 billion

Manager: Bart Grenier, since May 2000; joined Fidelity in 1991

3

Annual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 49.4%

Value (Note 1)

AEROSPACE & DEFENSE - 1.6%

Aerospace & Defense - 1.2%

Boeing Co.

309,600

$ 20,433,600

United Technologies Corp.

362,406

28,494,172

48,927,772

Ship Building & Repair - 0.4%

General Dynamics Corp.

250,000

19,500,000

TOTAL AEROSPACE & DEFENSE

68,427,772

BASIC INDUSTRIES - 0.7%

Chemicals & Plastics - 0.5%

Eastman Chemical Co.

150,000

7,312,500

Pharmacia Corp.

200,000

12,200,000

19,512,500

Paper & Forest Products - 0.2%

Kimberly-Clark Corp.

130,000

9,189,700

TOTAL BASIC INDUSTRIES

28,702,200

DURABLES - 0.5%

Consumer Durables - 0.3%

Minnesota Mining & Manufacturing Co.

100,200

12,074,100

Textiles & Apparel - 0.2%

Arena Brands Holdings Corp. Class B (a)

8,445

211,125

Liz Claiborne, Inc.

180,000

7,492,500

7,703,625

TOTAL DURABLES

19,777,725

ENERGY - 3.7%

Energy Services - 0.3%

BJ Services Co. (a)

173,000

11,915,375

Oil & Gas - 3.4%

Amerada Hess Corp.

55,000

4,018,438

Apache Corp.

151,900

10,642,494

Chevron Corp.

188,200

15,891,138

EOG Resources, Inc.

130,000

7,109,375

Exxon Mobil Corp.

869,875

75,624,758

Royal Dutch Petroleum Co. (NY Shares)

450,000

27,253,125

Valero Energy Corp.

80,000

2,975,000

143,514,328

TOTAL ENERGY

155,429,703

FINANCE - 9.1%

Banks - 0.9%

Bank of America Corp.

270,000

12,386,250

Chase Manhattan Corp.

268,050

12,179,522

J.P. Morgan & Co., Inc.

71,000

11,750,500

36,316,272

Shares

Value (Note 1)

Credit & Other Finance - 2.4%

American Express Co.

292,500

$ 16,069,219

Citigroup, Inc.

1,301,066

66,435,683

MBNA Corp.

200,000

7,387,500

Providian Financial Corp.

171,900

9,884,250

99,776,652

Federal Sponsored Credit - 0.5%

Fannie Mae

180,000

15,615,000

USA Education, Inc.

100,000

6,800,000

22,415,000

Insurance - 2.7%

AFLAC, Inc.

180,000

12,993,750

American International Group, Inc.

350,000

34,496,875

CIGNA Corp.

260,600

34,477,380

Marsh & McLennan Companies, Inc.

173,600

20,311,200

MGIC Investment Corp.

95,800

6,460,513

PMI Group, Inc.

65,000

4,399,688

113,139,406

Savings & Loans - 0.7%

Golden West Financial Corp.

428,700

28,937,250

Securities Industry - 1.9%

Goldman Sachs Group, Inc.

50,000

5,346,875

Lehman Brothers Holdings, Inc.

303,200

20,503,900

Merrill Lynch & Co., Inc.

359,600

24,520,225

Morgan Stanley Dean Witter & Co.

346,800

27,483,900

77,854,900

TOTAL FINANCE

378,439,480

HEALTH - 7.1%

Drugs & Pharmaceuticals - 4.8%

Allergan, Inc.

85,000

8,229,063

Amgen, Inc. (a)

260,700

16,668,506

Bristol-Myers Squibb Co.

380,000

28,096,250

Eli Lilly & Co.

200,000

18,612,500

Forest Laboratories, Inc. (a)

80,000

10,630,000

IVAX Corp. (a)

240,000

9,192,000

Merck & Co., Inc.

406,000

38,011,750

Pfizer, Inc.

1,577,200

72,551,200

201,991,269

Medical Equipment & Supplies - 0.9%

Cardinal Health, Inc.

25,000

2,490,625

Johnson & Johnson

296,300

31,130,019

Millipore Corp.

34,700

2,186,100

35,806,744

Medical Facilities Management - 1.4%

HCA - The Healthcare Co.

370,000

16,283,700

Tenet Healthcare Corp.

80,000

3,555,000

UnitedHealth Group, Inc.

433,600

26,612,200

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Facilities Management - continued

Universal Health Services, Inc. Class B (a)

35,000

$ 3,911,250

Wellpoint Health Networks, Inc. (a)

70,000

8,067,500

58,429,650

TOTAL HEALTH

296,227,663

INDUSTRIAL MACHINERY & EQUIPMENT - 3.1%

Electrical Equipment - 2.5%

Anaren Microwave, Inc. (a)

60,000

4,031,250

General Electric Co.

2,048,100

98,180,794

Scientific-Atlanta, Inc.

80,000

2,605,000

104,817,044

Industrial Machinery & Equipment - 0.6%

Dover Corp.

90,000

3,650,625

Tyco International Ltd.

360,000

19,980,000

23,630,625

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

128,447,669

MEDIA & LEISURE - 1.3%

Broadcasting - 0.0%

NTL, Inc. warrants 10/14/08 (a)

3,742

71,098

Entertainment - 0.3%

Walt Disney Co.

459,600

13,299,675

Leisure Durables & Toys - 0.1%

Harley-Davidson, Inc.

100,000

3,975,000

Lodging & Gaming - 0.2%

International Game Technology (a)

75,000

3,600,000

Marriott International, Inc. Class A

150,000

6,337,500

9,937,500

Publishing - 0.6%

Dow Jones & Co., Inc.

77,100

4,365,788

Knight-Ridder, Inc.

128,700

7,319,813

McGraw-Hill Companies, Inc.

56,000

3,283,000

The New York Times Co. Class A

219,200

8,781,700

23,750,301

Restaurants - 0.1%

Darden Restaurants, Inc.

151,600

3,467,850

TOTAL MEDIA & LEISURE

54,501,424

NONDURABLES - 4.1%

Beverages - 2.3%

Anheuser-Busch Companies, Inc.

1,128,400

51,342,200

Pepsi Bottling Group, Inc.

389,800

15,567,638

The Coca-Cola Co.

425,000

25,898,438

92,808,276

Foods - 1.4%

PepsiCo, Inc.

450,000

22,303,125

Shares

Value (Note 1)

Quaker Oats Co.

284,000

$ 27,654,500

Sysco Corp.

280,000

8,400,000

58,357,625

Household Products - 0.4%

Colgate-Palmolive Co.

270,000

17,428,500

TOTAL NONDURABLES

168,594,401

RETAIL & WHOLESALE - 2.2%

Apparel Stores - 0.2%

Talbots, Inc.

55,000

2,509,375

Venator Group, Inc. (a)

500,000

7,750,000

10,259,375

General Merchandise Stores - 1.2%

Kohls Corp. (a)

45,000

2,745,000

Sears, Roebuck & Co.

334,600

11,627,350

The May Department Stores Co.

275,000

9,006,250

Wal-Mart Stores, Inc.

466,600

24,788,125

48,166,725

Grocery Stores - 0.3%

Pathmark Stores, Inc. (a)

248,622

4,102,263

Safeway, Inc. (a)

150,000

9,375,000

13,477,263

Retail & Wholesale, Miscellaneous - 0.5%

Home Depot, Inc.

324,300

14,816,456

Tiffany & Co., Inc.

155,800

4,927,175

19,743,631

TOTAL RETAIL & WHOLESALE

91,646,994

SERVICES - 0.1%

Robert Half International, Inc. (a)

135,000

3,577,500

TECHNOLOGY - 11.7%

Communications Equipment - 3.2%

ADC Telecommunications, Inc. (a)

866,000

15,696,250

Cisco Systems, Inc. (a)

1,174,000

44,905,500

Comverse Technology, Inc. (a)

312,400

33,934,450

Corning, Inc.

360,000

19,012,500

Nortel Networks Corp.

590,000

18,916,875

132,465,575

Computer Services & Software - 3.5%

Adobe Systems, Inc.

780,800

45,432,800

First Data Corp.

302,900

15,959,044

Microsoft Corp. (a)

897,700

38,937,738

Oracle Corp. (a)

1,010,800

29,376,375

Rational Software Corp. (a)

100,000

3,893,750

Sybase, Inc. (a)

200,000

3,962,500

VERITAS Software Corp. (a)

120,000

10,500,000

148,062,207

Computers & Office Equipment - 2.1%

EMC Corp. (a)

386,400

25,695,600

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Computers & Office Equipment - continued

Hewlett-Packard Co.

340,000

$ 10,731,250

International Business Machines Corp.

319,400

27,149,000

Sun Microsystems, Inc. (a)

812,200

22,640,075

86,215,925

Electronic Instruments - 0.1%

KLA-Tencor Corp. (a)

80,000

2,695,000

LAM Research Corp. (a)

75,300

1,091,850

3,786,850

Electronics - 2.8%

Advanced Micro Devices, Inc. (a)

400,000

5,525,000

Analog Devices, Inc. (a)

49,200

2,518,425

AVX Corp.

150,000

2,456,250

Exar Corp. (a)

52,000

1,611,188

Integrated Device Technology, Inc. (a)

100,000

3,312,500

Intel Corp.

1,203,200

36,171,200

Motorola, Inc.

571,051

11,563,783

National Semiconductor Corp. (a)

173,000

3,481,625

PMC-Sierra, Inc. (a)

30,000

2,358,750

Sanmina Corp. (a)

50,000

3,831,250

Texas Instruments, Inc.

840,800

39,832,900

Vishay Intertechnology, Inc. (a)

194,700

2,944,838

115,607,709

TOTAL TECHNOLOGY

486,138,266

TRANSPORTATION - 0.3%

Air Transportation - 0.3%

AMR Corp.

100,000

3,918,750

Delta Air Lines, Inc.

150,000

7,528,125

11,446,875

UTILITIES - 3.9%

Cellular - 0.0%

Leap Wireless International, Inc. warrants 4/15/10 (a)(g)

500

1,000

McCaw International Ltd. warrants 4/16/07 (a)(g)

8,150

81,500

Sprint Corp. - PCS Group Series 1 (a)

100,000

2,043,750

2,126,250

Electric Utility - 1.6%

Duke Energy Corp.

40,000

3,410,000

Energy East Corp.

408,100

8,034,469

Entergy Corp.

150,000

6,346,875

FPL Group, Inc.

250,000

17,937,500

PG&E Corp.

170,000

3,400,000

Pinnacle West Capital Corp.

112,500

5,357,813

PPL Corp.

128,500

5,806,594

Shares

Value (Note 1)

Public Service Enterprise Group, Inc.

170,100

$ 8,271,113

Reliant Energy, Inc.

190,000

8,229,375

66,793,739

Gas - 0.9%

Dynegy, Inc. Class A

180,000

10,091,250

Enron Corp.

319,800

26,583,375

36,674,625

Telephone Services - 1.4%

BellSouth Corp.

502,300

20,562,906

Ono Finance PLC rights 5/31/09 (a)(g)

1,740

10,440

Qwest Communications International, Inc. (a)

558,495

22,898,295

Sprint Corp. - FON Group

314,900

6,396,406

Verizon Communications

175,000

8,771,846

58,639,893

TOTAL UTILITIES

164,234,507

TOTAL COMMON STOCKS

(Cost $1,739,116,154)

2,055,592,179

Preferred Stocks - 1.4%

Convertible Preferred Stocks - 0.1%

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

Earthwatch, Inc. Series C $0.2975 (g)

111,200

27,800

Radio One, Inc. $65.00 (g)

5,700

4,517,250

4,545,050

Nonconvertible Preferred Stocks - 1.3%

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II $88.75

1,490

1,488,984

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Fresenius Medical Care Capital Trust II $7.875

653

628,166

MEDIA & LEISURE - 0.5%

Broadcasting - 0.4%

Adelphia Communications Corp. Series B, $13.00

7,763

621,040

Citadel Broadcasting Co. Series B, $13.25 pay-in-kind

29,312

2,462,208

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

97,878

10,179,312

Pegasus Communications Corp. $127.50 pay-in-kind

366

346,328

13,608,888

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

MEDIA & LEISURE - continued

Publishing - 0.1%

PRIMEDIA, Inc.:

$9.20

37,775

$ 2,946,450

Series D, $10.00

19,485

1,597,770

4,544,220

TOTAL MEDIA & LEISURE

18,153,108

UTILITIES - 0.8%

Cellular - 0.5%

Crown Castle International Corp. $127.50 pay-in-kind

5,790

5,558,400

Dobson Communications Corp. $130.00 pay-in-kind

683

607,870

Nextel Communications, Inc. Series E, $111.25 pay-in-kind

15,498

12,863,340

19,029,610

Telephone Services - 0.3%

Broadwing Communications, Inc.
Series B, $125.00 pay-in-kind

8,239

7,991,830

Intermedia Communications, Inc.
Series B, $135.00 pay-in-kind

5,500

2,750,000

XO Communications, Inc. $7.00 pay-in-kind

122,390

3,916,480

14,658,310

TOTAL UTILITIES

33,687,920

TOTAL NONCONVERTIBLE PREFERRED STOCKS

53,958,178

TOTAL PREFERRED STOCKS

(Cost $66,892,662)

58,503,228

Corporate Bonds - 17.1%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 0.3%

HEALTH - 0.2%

Medical Facilities Management - 0.2%

Tenet Healthcare Corp. 6% 12/1/05

B1

$ 4,710,000

4,097,700

Total Renal Care Holdings, Inc.:

7% 5/15/09 (g)

B3

2,940,000

2,440,200

7% 5/15/09

B3

3,460,000

2,871,800

9,409,700

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

EchoStar Communications Corp. 4.875% 1/1/07

Caa2

$ 3,440,000

$ 2,571,400

TOTAL CONVERTIBLE BONDS

11,981,100

Nonconvertible Bonds - 16.8%

BASIC INDUSTRIES - 0.6%

Chemicals & Plastics - 0.4%

Avecia Group PLC 11% 7/1/09

B2

3,955,000

3,915,450

Huntsman Corp. 9.5% 7/1/07 (g)

B2

4,485,000

2,646,150

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

775,000

744,000

Lyondell Chemical Co.:

Series A, 9.625% 5/1/07

Ba3

2,000,000

1,940,000

Series B, 9.875% 5/1/07

Ba3

5,300,000

5,114,500

Sovereign Specialty Chemicals, Inc. 11.875% 3/15/10

B3

1,655,000

1,601,213

Sterling Chemicals, Inc. 12.375% 7/15/06

B3

2,005,000

1,824,550

17,785,863

Packaging & Containers - 0.1%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

2,825,000

1,751,500

9.75% 6/15/07

Caa1

3,675,000

2,315,250

4,066,750

Paper & Forest Products - 0.1%

Potlatch Corp. 6.25% 3/15/02

Baa1

3,320,000

3,271,395

TOTAL BASIC INDUSTRIES

25,124,008

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.0%

American Standard Companies, Inc. 8.25% 6/1/09

Ba2

1,120,000

1,080,800

American Standard, Inc. 7.375% 4/15/05

Ba2

165,000

159,638

Numatics, Inc. 9.625% 4/1/08

B3

170,000

105,400

1,345,838

Real Estate - 0.1%

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

2,950,000

2,947,552

Real Estate Investment Trusts - 0.3%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

1,590,000

1,555,259

7.125% 3/15/04

Baa2

4,200,000

4,183,074

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSTRUCTION & REAL ESTATE - continued

Real Estate Investment Trusts - continued

Equity Office Properties Trust:

6.375% 2/15/03

Baa1

$ 3,600,000

$ 3,570,984

6.75% 2/15/08

Baa1

1,590,000

1,540,949

7.75% 11/15/07

Baa1

3,220,000

3,310,740

14,161,006

TOTAL CONSTRUCTION & REAL ESTATE

18,454,396

DURABLES - 0.2%

Autos, Tires, & Accessories - 0.1%

TRW, Inc. 8.75% 5/15/06

Baa1

3,830,000

3,815,446

Home Furnishings - 0.0%

Sealy Mattress Co. 9.875% 12/15/07

B2

290,000

279,125

Textiles & Apparel - 0.1%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

5,070,000

4,828,110

TOTAL DURABLES

8,922,681

ENERGY - 0.7%

Coal - 0.0%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

1,590,000

1,582,050

Energy Services - 0.1%

R&B Falcon Corp. Series B, 6.5% 4/15/03

Ba3

1,785,000

1,709,138

RBF Finance Co. 11% 3/15/06

Ba3

1,260,000

1,458,450

3,167,588

Oil & Gas - 0.6%

Apache Corp. 7.625% 7/1/19

A3

2,970,000

3,072,584

Chesapeake Energy Corp. Series B:

7.875% 3/15/04

B2

890,000

863,300

9.625% 5/1/05

B2

2,510,000

2,572,750

Cross Timbers Oil Co. Series B:

8.75% 11/1/09

B2

2,700,000

2,706,750

9.25% 4/1/07

B2

290,000

293,625

Oryx Energy Co.:

8% 10/15/03

Baa1

3,055,000

3,165,927

8.125% 10/15/05

Baa1

4,935,000

5,220,737

8.375% 7/15/04

Baa1

2,335,000

2,461,020

Petro-Canada 7% 11/15/28

A3

1,290,000

1,213,181

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

$ 1,880,000

$ 2,151,171

Plains Resources, Inc. Series B, 10.25% 3/15/06

B2

245,000

243,775

23,964,820

TOTAL ENERGY

28,714,458

FINANCE - 4.1%

Banks - 1.5%

Bank of America Corp. 7.8% 2/15/10

Aa3

2,870,000

2,990,397

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

2,820,000

3,004,061

Bank One Capital III 8.75% 9/1/30

Aa3

2,400,000

2,346,456

Bank One Corp. 7.875% 8/1/10

A1

7,050,000

7,344,902

BankBoston Corp. 6.625% 2/1/04

A3

1,700,000

1,708,721

Capital One Bank:

6.26% 5/7/01

Baa2

3,160,000

3,153,775

6.375% 2/15/03

Baa2

2,870,000

2,802,670

6.48% 6/28/02

Baa2

1,740,000

1,701,720

6.65% 3/15/04

Baa3

2,320,000

2,239,983

Capital One Financial Corp. 7.125% 8/1/08

Baa3

5,040,000

4,602,226

Commonwealth Bank of Australia 8.5% 6/1/10

Aa3

1,700,000

1,874,403

Den Danske Bank AS 6.375% 6/15/08 (g)(j)

A1

8,340,000

8,204,475

HSBC Finance Nederland BV 7.4% 4/15/03 (g)

A1

500,000

509,915

Korea Development Bank:

6.625% 11/21/03

Baa2

4,165,000

4,089,197

7.125% 4/22/04

Baa2

675,000

673,022

7.375% 9/17/04

Baa2

615,000

615,141

Popular, Inc. 6.2% 4/30/01

A3

1,840,000

1,835,786

Royal Bank of Scotland Group PLC:

7.816% 11/29/49

A1

3,230,000

3,293,243

9.118% 3/31/49

A1

2,655,000

2,888,428

Summit Bancorp 8.625% 12/10/02

A3

1,730,000

1,791,502

Union Planters National Bank 6.81% 8/20/01

A3

3,500,000

3,500,770

61,170,793

Credit & Other Finance - 2.1%

Abbey National Capital Trust I 8.963% 12/29/49 (f)

Aa3

3,265,000

3,368,305

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

4,250,000

3,972,390

Associates Corp. of North America 5.8% 4/20/04

Aa3

4,880,000

4,797,089

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCE - continued

Credit & Other Finance - continued

CIT Group, Inc. 5.5% 2/15/04

A1

$ 680,000

$ 647,550

Citigroup, Inc. 7.25% 10/1/10

Aa3

8,200,000

8,471,666

Countrywide Funding Corp. 6.45% 2/27/03

A3

3,950,000

3,946,485

Daimler-Chrysler NA Holding Corp. Series B, 6.59% 6/18/02

A2

900,000

894,897

Details Capital Corp. 0% 11/15/07 (e)

Caa1

505,000

393,900

Dobson/Sygnet Communications Co. 12.25% 12/15/08

B3

755,000

747,450

ERP Operating LP:

6.55% 11/15/01

A3

1,500,000

1,498,200

7.1% 6/23/04

A3

3,980,000

3,999,701

First Security Capital I 8.41% 12/15/26

A3

775,000

721,138

Ford Motor Credit Co.:

7.5% 3/15/05

A2

3,850,000

3,945,750

7.875% 6/15/10

A2

1,690,000

1,738,452

GS Escrow Corp.:

7% 8/1/03

Ba1

1,100,000

1,055,571

7.125% 8/1/05

Ba1

1,175,000

1,102,632

HSBC Capital Funding LP:

9.547% 12/31/49 (f)(g)

A1

1,600,000

1,755,280

10.176% 12/31/49 (f)(g)

A1

2,600,000

2,985,398

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

1,315,000

1,295,933

PNC Funding Corp. 6.875% 3/1/03

A3

2,020,000

2,025,474

PTC International Finance BV 0% 7/1/07 (e)

B2

5,950,000

4,373,250

PTC International Finance II SA 11.25% 12/1/09

B2

440,000

418,000

Qwest Capital Funding, Inc. 7.75% 8/15/06 (g)

Baa1

5,000,000

5,190,400

Sprint Capital Corp. 6.875% 11/15/28

Baa1

6,880,000

5,563,099

The Money Store, Inc. 7.3% 12/1/02

A2

2,550,000

2,586,287

TXU Eastern Funding:

6.15% 5/15/02

Baa1

2,510,000

2,469,213

6.75% 5/15/09

Baa1

3,925,000

3,683,416

U.S. West Capital Funding, Inc. 6.875% 7/15/28

Baa1

2,905,000

2,565,638

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

3,100,000

3,263,060

Unilever Capital Corp. 6.875% 11/1/05

A1

4,580,000

4,729,308

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Verizon Global Funding Corp.:

6.75% 12/1/05 (g)

A1

$ 2,530,000

$ 2,537,590

7.75% 12/1/30 (g)

A1

3,730,000

3,826,905

90,569,427

Savings & Loans - 0.3%

Home Savings of America FSB 6.5% 8/15/04

A3

2,830,000

2,812,879

Long Island Savings Bank FSB:

6.2% 4/2/01

Baa3

3,770,000

3,754,505

7% 6/13/02

Baa3

3,400,000

3,372,460

Sovereign Bancorp, Inc. 6.625% 3/15/01

Ba3

4,300,000

4,285,380

14,225,224

Securities Industry - 0.2%

Amvescap PLC yankee:

6.375% 5/15/03

A2

2,200,000

2,168,782

6.6% 5/15/05

A2

4,410,000

4,322,197

6,490,979

TOTAL FINANCE

172,456,423

HEALTH - 0.2%

Medical Facilities Management - 0.2%

Columbia/HCA Healthcare Corp.:

6.73% 7/15/45

Ba2

1,185,000

1,147,969

7.15% 3/30/04

Ba2

700,000

681,625

Fountain View, Inc. 11.25% 4/15/08

Caa1

2,330,000

955,300

Tenet Healthcare Corp.:

Series B, 9.25% 9/1/10

Ba1

1,065,000

1,154,194

8.125% 12/1/08

Ba3

465,000

467,325

8.625% 12/1/03

Ba1

815,000

835,375

Unilab Corp. 12.75% 10/1/09

B3

725,000

779,375

6,021,163

INDUSTRIAL MACHINERY & EQUIPMENT - 0.4%

Industrial Machinery & Equipment - 0.2%

Dunlop Standard Aero Holdings PLC 11.875% 5/15/09

B3

2,140,000

2,134,650

Roller Bearing Holding, Inc. 0% 6/15/09 (e)(g)

-

3,550,000

1,952,500

Tyco International Group SA:

7% 6/15/28

Baa1

5,310,000

4,999,684

yankee 6.375% 6/15/05

Baa1

830,000

827,161

9,913,995

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Pollution Control - 0.2%

Allied Waste North America, Inc.:

7.625% 1/1/06

Ba3

$ 2,345,000

$ 2,227,750

7.875% 1/1/09

Ba3

3,000,000

2,782,500

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

1,220,000

963,800

Envirosource, Inc. Series B, 9.75% 6/15/03

Caa3

50,000

15,000

5,989,050

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

15,903,045

MEDIA & LEISURE - 4.3%

Broadcasting - 3.0%

AMFM Operating, Inc. 12.625% 10/31/06 pay-in-kind

-

1,523,800

1,752,370

Ascent Entertainment Group, Inc. 0% 12/15/04 (e)

Ba1

565,000

457,650

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

6,040,000

5,683,338

Callahan Nordrhein Westfalen:

0% 7/15/10 (e)(g)

B3

4,550,000

1,729,000

14% 7/15/10 (g)

B3

2,015,000

1,813,500

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 1/15/10 (e)

B2

565,000

326,288

0% 4/1/11 (e)

B2

8,375,000

4,920,313

10% 4/1/09

B2

3,300,000

3,209,250

Citadel Broadcasting Co.:

9.25% 11/15/08

B3

1,165,000

1,121,313

10.25% 7/1/07

B3

7,080,000

7,097,700

Clear Channel Communications, Inc. 6.875% 6/15/18

Baa3

3,450,000

3,069,741

Comcast UK Cable Partners Ltd. 11.2% 11/15/07

B2

3,360,000

2,856,000

Continental Cablevision, Inc.:

8.3% 5/15/06

A3

3,275,000

3,401,415

8.625% 8/15/03

A3

2,790,000

2,892,142

CSC Holdings, Inc.:

9.25% 11/1/05

Ba3

280,000

281,400

9.875% 5/15/06

Ba3

700,000

714,000

9.875% 4/1/23

B1

370,000

384,800

10.5% 5/15/16

Ba3

1,130,000

1,231,700

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Diamond Cable Communications PLC yankee:

0% 2/15/07 (e)

B2

$ 3,730,000

$ 2,368,550

11.75% 12/15/05

B2

2,460,000

2,152,500

Earthwatch, Inc. 0% 7/15/07 (e)

-

2,265,000

1,359,000

EchoStar DBS Corp.:

9.25% 2/1/06

B1

1,510,000

1,472,250

9.375% 2/1/09

B1

7,685,000

7,492,875

Fox Family Worldwide, Inc.:

0% 11/1/07 (e)

B1

5,215,000

4,041,625

9.25% 11/1/07

B1

1,020,000

1,020,000

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 0% 9/15/07 (e)

B2

1,630,000

1,401,800

FrontierVision Operating Partners LP/ FrontierVision Capital Corp. 11% 10/15/06

B2

1,910,000

1,910,000

Golden Sky DBS, Inc. 0% 3/1/07 (e)

Caa1

6,230,000

3,457,650

Golden Sky Systems, Inc. 12.375% 8/1/06

B3

1,585,000

1,545,375

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

3,200,000

2,755,552

International Cabletel, Inc. Series B, 0% 2/1/06 (e)

B2

1,850,000

1,609,500

Knology Holding, Inc. 0% 10/15/07 (e)

-

1,660,000

348,600

NTL Communications Corp. 11.5% 10/1/08

B3

2,050,000

1,804,000

NTL, Inc. 0% 4/1/08 (e)

B3

9,455,000

5,200,250

Pegasus Communications Corp. 9.625% 10/15/05

B3

3,865,000

3,604,113

Spectrasite Holdings, Inc.:

0% 3/15/10 (e)

B3

12,670,000

6,081,600

12.5% 11/15/10 (g)

B3

2,000,000

1,980,000

TCI Communications, Inc. 9.8% 2/1/12

A3

4,550,000

5,175,443

Telemundo Holdings, Inc. 0% 8/15/08 (e)

Caa1

7,848,000

5,258,160

Telewest Communications PLC 0% 2/1/10 (e)

B1

3,335,000

1,500,750

Telewest PLC 11% 10/1/07

B1

3,665,000

3,197,713

Time Warner, Inc. 9.125% 1/15/13

Baa1

5,355,000

6,224,224

United Pan-Europe Communications NV:

0% 8/1/09 (e)

B2

2,930,000

908,300

0% 2/1/10 (e)

B2

8,630,000

2,502,700

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

United Pan-Europe Communications NV: - continued

10.875% 8/1/09

B2

$ 4,723,000

$ 3,022,720

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

1,935,000

1,930,840

124,268,010

Entertainment - 0.3%

Mandalay Resort Group:

9.5% 8/1/08

Ba2

490,000

490,000

10.25% 8/1/07

Ba3

2,020,000

1,994,750

MGM Mirage, Inc. 8.5% 9/15/10

Baa3

170,000

171,700

Paramount Communications, Inc. 7.5% 1/15/02

A3

1,785,000

1,794,782

Park Place Entertainment Corp. 8.875% 9/15/08

Ba2

675,000

680,063

Premier Parks, Inc.:

0% 4/1/08 (e)

B3

10,045,000

6,981,275

9.75% 6/15/07

B3

1,760,000

1,698,400

13,810,970

Lodging & Gaming - 0.7%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

3,860,000

3,512,600

HMH Properties, Inc.:

Series A, 7.875% 8/1/05

Ba2

2,000,000

1,920,000

Series B, 7.875% 8/1/08

Ba2

5,860,000

5,552,350

Horseshoe Gaming LLC 8.625% 5/15/09

B2

5,235,000

5,077,950

International Game Technology 8.375% 5/15/09

Ba1

2,575,000

2,568,563

ITT Corp. 7.375% 11/15/15

Ba1

1,320,000

1,188,000

Station Casinos, Inc.:

8.875% 12/1/08

B1

1,670,000

1,636,600

9.875% 7/1/10

B1

4,740,000

4,870,350

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

2,130,000

2,119,350

28,445,763

Publishing - 0.3%

K-III Communications Corp. 8.5% 2/1/06

Ba3

465,000

453,375

News America Holdings, Inc.:

7.7% 10/30/25

Baa3

4,300,000

3,747,837

7.75% 1/20/24

Baa3

2,590,000

2,297,408

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

8% 10/17/16

Baa3

$ 2,450,000

$ 2,214,286

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa1

1,550,000

1,678,526

10,391,432

Restaurants - 0.0%

NE Restaurant, Inc. 10.75% 7/15/08

B3

2,760,000

1,656,000

TOTAL MEDIA & LEISURE

178,572,175

NONDURABLES - 0.4%

Foods - 0.2%

ConAgra Foods, Inc. 7.125% 10/1/26

Baa1

3,200,000

3,212,768

Del Monte Foods Co. 0% 12/15/07 (e)

Caa1

1,655,000

1,224,700

Nabisco, Inc. 6.85% 6/15/05

A2

3,930,000

3,916,952

8,354,420

Tobacco - 0.2%

Philip Morris Companies, Inc.:

7% 7/15/05

A2

3,955,000

3,949,582

7.25% 9/15/01

A2

1,450,000

1,443,475

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

3,500,000

3,407,495

8,800,552

TOTAL NONDURABLES

17,154,972

RETAIL & WHOLESALE - 0.2%

General Merchandise Stores - 0.2%

Dayton Hudson Corp. 7.5% 7/15/06

A2

3,500,000

3,659,495

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

3,000,000

2,879,250

8.5% 6/15/03

Baa1

2,580,000

2,634,335

9,173,080

SERVICES - 0.1%

Advertising - 0.1%

Lamar Media Corp.:

9.25% 8/15/07

B1

1,950,000

1,969,500

9.625% 12/1/06

B1

2,150,000

2,230,625

4,200,125

Printing - 0.0%

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

1,055,000

981,150

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

SERVICES - continued

Services - 0.0%

Medpartners, Inc. 7.375% 10/1/06

B2

$ 490,000

$ 453,250

TOTAL SERVICES

5,634,525

TECHNOLOGY - 0.6%

Communications Equipment - 0.1%

Corning, Inc. 6.85% 3/1/29

A2

2,350,000

2,046,145

Computers & Office Equipment - 0.3%

Comdisco, Inc. 6.375% 11/30/01

Baa2

8,300,000

7,636,000

Compaq Computer Corp. 7.45% 8/1/02

Baa2

3,700,000

3,690,417

Globix Corp. 12.5% 2/1/10

B-

3,270,000

1,144,500

12,470,917

Electronics - 0.2%

ChipPAC International Ltd. 12.75% 8/1/09

B3

2,180,000

1,798,500

Details, Inc. 10% 11/15/05

B3

520,000

478,400

Flextronics International Ltd. yankee 9.875% 7/1/10

Ba3

4,425,000

4,380,750

Micron Technology, Inc. 6.5% 9/30/05 (k)

B3

3,000,000

2,460,000

9,117,650

TOTAL TECHNOLOGY

23,634,712

TRANSPORTATION - 0.9%

Air Transportation - 0.2%

Continental Airlines, Inc. pass thru trust certificates Series 1999 2:

Class C1, 7.73% 9/15/12

Baa1

409,992

405,769

Class C2, 7.434% 3/15/06

Baa1

1,110,000

1,108,407

Delta Air Lines, Inc.:

7.57% 11/18/10

Aa2

895,000

951,134

8.3% 12/15/29

Baa3

4,000,000

3,440,600

Qantas Airways Ltd. 7.75% 6/15/09 (g)

Baa1

4,370,000

4,498,041

10,403,951

Railroads - 0.7%

Canadian National Railway Co. 6.9% 7/15/28

Baa2

3,390,000

3,168,531

CSX Corp.:

6.25% 10/15/08

Baa2

2,385,000

2,282,850

6.46% 6/22/05

Baa2

5,120,000

5,093,786

Kansas City Southern Railway Co. 9.5% 10/1/08 (g)

Ba2

1,045,000

1,071,125

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

$ 6,610,000

$ 6,715,099

TFM SA de CV:

0% 6/15/09 (e)

B1

5,450,000

4,046,625

10.25% 6/15/07

B1

3,500,000

3,237,500

Wisconsin Central Transportation Corp. 6.625% 4/15/08

Baa2

1,810,000

1,692,115

27,307,631

TOTAL TRANSPORTATION

37,711,582

UTILITIES - 3.7%

Cellular - 1.9%

AirGate PCS, Inc. 0% 10/1/09 (e)

Caa1

3,230,000

1,824,950

Alamosa PCS Holdings, Inc. 0% 2/15/10 (e)

Caa1

3,855,000

1,734,750

Crown Castle International Corp. 0% 5/15/11 (e)

B3

6,330,000

4,241,100

Dobson Communications Corp. 10.875% 7/1/10

B3

1,235,000

1,210,300

Echostar Broadband Corp. 10.375% 10/1/07 (g)

B3

8,175,000

8,052,375

Horizon PCS, Inc. 0% 10/1/10 unit (e)(g)

Caa1

2,845,000

1,166,450

Leap Wireless International, Inc. 12.5% 4/15/10

Caa2

500,000

290,000

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

7,505,000

4,503,000

Millicom International Cellular SA 0% 6/1/06 (e)

Caa1

7,300,000

5,730,500

Nextel Communications, Inc.:

0% 10/31/07 (e)

B1

16,310,000

11,987,850

0% 2/15/08 (e)

B1

840,000

602,700

Nextel International, Inc. 12.75% 8/1/10 (g)

Caa1

895,000

720,475

Nextel Partners, Inc.:

11% 3/15/10

B3

625,000

596,875

11% 3/15/10

B3

1,585,000

1,513,675

TeleCorp PCS, Inc.:

0% 4/15/09 (e)

B3

4,785,000

3,265,763

10.625% 7/15/10

B3

715,000

727,513

Tritel PCS, Inc. 0% 5/15/09 (e)

B3

2,455,000

1,669,400

Triton PCS, Inc. 0% 5/1/08 (e)

B3

6,515,000

5,146,850

US Unwired, Inc. 0% 11/1/09 (e)

Caa1

3,705,000

1,593,150

Vodafone Group PLC 7.625% 2/15/05

A2

3,040,000

3,146,157

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Cellular - continued

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

B2

$ 13,420,000

$ 9,729,500

10.375% 11/15/09

B2

7,440,000

7,998,000

77,451,333

Electric Utility - 0.7%

AES Corp. 9.375% 9/15/10

Ba1

4,480,000

4,580,800

Avon Energy Partners Holdings:

6.46% 3/4/08 (g)

Baa2

3,960,000

3,710,678

6.73% 12/11/02 (g)

Baa2

4,910,000

4,872,340

CMS Energy Corp.:

8.375% 7/1/03

Ba3

1,755,000

1,746,225

9.875% 10/15/07

Ba3

660,000

686,400

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

885,000

956,605

Hydro-Quebec yankee 8.4% 3/28/25

A2

2,620,000

2,948,082

Illinois Power Co. 7.5% 6/15/09

Baa1

1,880,000

1,925,609

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (g)

A3

3,920,000

3,456,578

yankee 7.875% 12/15/26 (g)

A3

1,960,000

1,755,121

Nisource Finance Corp. 7.875% 11/15/10 (g)

Baa2

4,065,000

4,279,120

Texas Utilities Co. 6.375% 1/1/08

Baa3

390,000

369,252

31,286,810

Gas - 0.1%

Reliant Energy Resources Corp. 8.125% 7/15/05 (g)

Baa1

2,550,000

2,652,281

Sempra Energy 7.95% 3/1/10

A2

1,210,000

1,197,295

3,849,576

Telephone Services - 1.0%

Asia Global Crossing Ltd. 13.375% 10/15/10 (g)

B2

2,200,000

1,897,500

AT&T Corp. 6.5% 3/15/29

A2

3,685,000

2,945,310

British Telecommunications PLC:

7.625% 12/15/05

A2

3,210,000

3,241,843

8.625% 12/15/30

A2

1,205,000

1,214,050

Cable & Wireless Optus Ltd. 8% 6/22/10 (g)

Baa1

3,020,000

3,311,007

Intermedia Communications, Inc.:

0% 7/15/07 (e)

B2

1,050,000

630,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

0% 3/1/09 (e)

B3

$ 1,410,000

$ 564,000

8.6% 6/1/08

B2

100,000

70,000

8.875% 11/1/07

B2

50,000

35,000

Ono Finance PLC 13% 5/1/09

Caa1

1,005,000

743,700

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

5,540,000

5,396,736

Telefonica Europe BV 8.25% 9/15/30

A2

2,760,000

2,777,857

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

6,886,000

6,822,373

7.7% 7/20/29

Baa1

5,110,000

5,087,158

Teligent, Inc. 11.5% 12/1/07

Caa1

4,295,000

558,350

WorldCom, Inc.:

8% 5/16/06

A3

2,140,000

2,192,516

8.875% 1/15/06

A3

3,139,000

3,242,461

40,729,861

TOTAL UTILITIES

153,317,580

TOTAL NONCONVERTIBLE BONDS

700,794,800

TOTAL CORPORATE BONDS

(Cost $747,033,297)

712,775,900

U.S. Government and Government Agency Obligations - 7.1%

U.S. Government Agency Obligations - 2.7%

Fannie Mae:

6% 12/15/05

Aaa

4,720,000

4,775,696

6% 5/15/08

Aaa

8,100,000

8,130,375

6.5% 4/29/09

Aaa

450,000

447,044

7% 7/15/05

Aaa

5,420,000

5,688,453

7.25% 1/15/10

Aaa

6,200,000

6,732,828

7.25% 5/15/30

Aaa

4,280,000

4,862,033

Farm Credit Systems Financial Assistance Corp. 8.8% 6/10/05

Aaa

2,000,000

2,231,880

Federal Home Loan Bank:

5.195% 9/11/01

Aaa

4,500,000

4,476,780

6.75% 2/1/02

Aaa

51,240,000

51,776,483

Freddie Mac:

6.45% 4/29/09

Aaa

935,000

925,211

6.75% 8/1/05

Aaa

2,500,000

2,592,975

6.875% 1/15/05

Aaa

3,255,000

3,387,218

6.875% 9/15/10

Aaa

3,900,000

4,152,876

U.S. Government and Government Agency Obligations - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

U.S. Government Agency Obligations - continued

Freddie Mac: - continued

7% 7/15/05

Aaa

$ 9,850,000

$ 10,336,295

U.S. Department of Housing and Urban Development government guaranteed participation certificates Series 1996-A, 7.63% 8/1/14

Aaa

2,825,000

2,893,817

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

113,409,964

U.S. Treasury Obligations - 4.4%

U.S. Treasury Bills, yield at date of purchase 6.16% 1/11/01 (i)

-

11,300,000

11,284,994

U.S. Treasury Bonds:

6.125% 11/15/27

Aaa

24,235,000

26,056,503

6.125% 8/15/29

Aaa

4,315,000

4,693,253

7.625% 2/15/25

Aaa

4,990,000

6,325,623

8.125% 8/15/19

Aaa

50,610,000

65,421,523

11.75% 2/15/10 (callable)

Aaa

15,045,000

18,552,290

12% 8/15/13

Aaa

3,740,000

5,283,909

13.875% 5/15/11 (callable)

Aaa

21,150,000

29,457,932

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

150,000

145,851

6.25% 10/31/01

Aaa

820,000

824,100

6.5% 5/31/02

Aaa

7,900,000

8,018,500

6.625% 6/30/01

Aaa

2,514,000

2,524,994

7% 7/15/06

Aaa

500,000

544,220

7.25% 8/15/04

Aaa

1,404,000

1,500,960

TOTAL U.S. TREASURY OBLIGATIONS

180,634,652

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $288,427,820)

294,044,616

U.S. Government Agency -
Mortgage Securities - 10.9%

Fannie Mae - 8.8%

6% 6/1/13 to 1/1/29

Aaa

52,560,940

51,451,325

6.5% 5/1/23 to 12/1/30

Aaa

85,402,303

84,288,942

6.5% 1/1/31 (h)

Aaa

950,000

936,641

7% 8/1/13 to 10/1/29

Aaa

118,219,258

118,553,575

7.5% 7/1/16 to 3/1/30

Aaa

28,545,754

28,991,167

7.5% 1/1/31 (h)

Aaa

28,438,000

28,864,570

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

8% 1/1/26 to 6/1/30

Aaa

$ 8,421,162

$ 8,631,382

8% 1/1/31 (h)

Aaa

43,278,000

44,359,950

TOTAL FANNIE MAE

366,077,552

Freddie Mac - 0.4%

7.5% 5/1/17 to 11/1/30

Aaa

16,820,366

17,088,828

8% 7/1/17 to 5/1/27

Aaa

460,106

471,661

8.5% 7/1/22 to 6/1/23

Aaa

23,150

24,047

TOTAL FREDDIE MAC

17,584,536

Government National Mortgage Association - 1.7%

6% 12/15/08 to 6/15/09

Aaa

2,098,621

2,098,680

6.5% 6/15/08 to 8/15/27

Aaa

33,928,112

33,786,486

7% 7/15/28

Aaa

16,960,029

17,034,144

7.5% 9/15/22 to 8/15/28

Aaa

17,788,569

18,114,363

8% 5/15/25

Aaa

72,675

74,673

8.5% 12/15/16

Aaa

17,129

17,829

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

71,126,175

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $449,402,731)

454,788,263

Asset-Backed Securities - 0.8%

Airplanes pass through trust 10.875% 3/15/19

Ba2

1,684,029

1,204,080

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

3,730,000

3,723,006

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

2,950,000

2,926,492

CIT Marine Trust 5.8% 4/15/10

Aaa

5,920,000

5,894,100

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

351,349

351,459

CPS Auto Receivables Trust 6% 8/15/03

Aaa

1,524,203

1,517,772

CSXT Trade Receivables Master Trust 6% 7/25/04

Aaa

4,600,000

4,614,375

DaimlerChrysler Auto Trust 6.7% 6/8/03

Aaa

4,880,000

4,896,013

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

2,680,000

2,687,956

Asset-Backed Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Ford Credit Auto Owner Trust: - continued

6.4% 12/15/02

Aa2

$ 1,480,000

$ 1,486,013

7.03% 11/15/03

Aaa

704,000

713,680

Green Tree Financial Corp. 6.8% 6/15/27

Aaa

94,330

94,330

Petroleum Enhanced Trust Receivables Offering Petroleum Trust 7.2788% 2/5/03 (g)(j)

Baa2

1,073,313

1,070,462

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

2,650,000

2,716,250

UAF Auto Grantor Trust 6.1% 1/15/03 (g)

Aaa

1,569,486

1,576,353

TOTAL ASSET-BACKED SECURITIES

(Cost $35,908,560)

35,472,341

Collateralized Mortgage Obligations - 0.3%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC weighted average coupon Series 1997-2 Class 2B, 7.1745% 12/29/25 (g)(j)

Ba3

947,541

465,627

U.S. Government Agency - 0.3%

Fannie Mae:

REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

3,300,000

3,169,023

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

2,600,000

2,466,141

sequential pay Series 2000-49 Class A, 7.5% 1/1/30

Aaa

5,547,000

5,692,609

TOTAL U.S. GOVERNMENT AGENCY

11,327,773

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $11,497,843)

11,793,400

Commercial Mortgage Securities - 1.7%

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 7.5003% 8/1/24 (g)(j)

-

1,900,000

1,355,531

BTR 1 Trust weighted average coupon Series 1998-S1A Class G, 9.6815% 11/28/02 (g)(j)

Baa3

27,219

26,190

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

CBM Funding Corp. sequential pay Series 1996-1:

Class A3PI, 7.08% 11/1/07

AA

$ 3,000,000

$ 3,083,555

Class B, 7.48% 2/1/08

A

2,320,000

2,405,459

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1 Class E, 7.47% 1/10/13 (g)(j)

Baa1

5,490,000

5,489,572

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

5,730,000

5,635,713

Deutsche Mortgage & Asset Receiving Corp. Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

4,260,000

4,135,528

Equitable Life Assurance Society of the United States:

Series 174:

Class C1, 7.52% 5/15/06 (g)

A2

2,300,000

2,385,531

Class D1, 7.77% 5/15/06 (g)

Baa2

2,200,000

2,261,875

Series 961 Class B1, 7.33% 5/15/06 (g)

Aa2

3,500,000

3,647,110

First Chicago/Lennar Trust I weighted average coupon Series 1997-CHL1 Class E, 8.0835% 4/1/39 (j)

-

1,600,000

1,262,427

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class B, 6.79% 11/18/29

Aa2

8,640,000

8,754,075

FMAC Loan Receivables Trust weighted average coupon:

Series 1997-A Class E, 8.1103% 4/15/19 (g)(j)

-

500,000

200,000

Series 1997-B Class E, 7.8912% 9/15/19 (g)(j)

-

750,000

45,000

GAFCO Franchisee Loan Trust Series 1998-1 Class D, 14% 6/1/16 (g)(j)

-

1,300,000

988,813

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (g)

Ba1

750,000

699,229

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (g)(j)

Baa3

4,930,000

4,660,391

LTC Commercial Mortgage pass through certificates Series 1998-1 Class A, 6.029% 5/30/30 (g)

AAA

2,960,190

2,890,811

Commercial Mortgage Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nomura Asset Securities Corp. weighted average coupon Series 1998-D6 Class A4, 7.3622% 3/17/28 (j)

Baa2

$ 4,260,000

$ 4,212,741

Nomura Depositor Trust floater Series 1998-ST1A Class B2, 10.8698% 1/15/03 (g)(j)

-

800,000

746,750

Penn Mutual Life Insurance Co./Penn Insurance & Annuity Co. Series 1996-PML:

Class K, 7.9% 11/15/26 (g)

-

1,473,000

1,016,830

Class L, 7.9% 11/15/26 (g)

-

1,133,000

632,710

Structured Asset Securities Corp. Series 1996-CFL:

Class E, 7.75% 2/25/28

AA

2,390,000

2,412,966

Class G, 7.75% 2/25/28 (g)

BB

1,000,000

955,430

Thirteen Affiliates of General Growth Properties, Inc.:

sequential pay Series 1 Class A2, 6.602% 12/15/10 (g)

Aaa

4,200,000

4,217,719

Series 1:

Class D2, 6.992% 12/15/10 (g)

Baa2

4,120,000

3,967,914

Class E2, 7.224% 12/15/10 (g)

Baa3

2,450,000

2,337,453

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $71,367,008)

70,427,323

Foreign Government and Government Agency Obligations (d) - 0.5%

Chile Republic 6.875% 4/28/09

Baa1

1,900,000

1,847,978

Israeli State euro 6.375% 12/19/01

A2

3,350,000

3,360,151

Korean Republic yankee 8.75% 4/15/03

Baa2

1,340,000

1,392,917

Newfoundland Province yankee 11.625% 10/15/07

Baa1

2,000,000

2,533,700

Quebec Province 7.5% 9/15/29

A2

7,220,000

7,705,184

United Mexican States 9.875% 2/1/10

Baa3

2,770,000

2,980,520

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $19,056,407)

19,820,450

Supranational Obligations - 0.1%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $4,720,123)

Aaa

$ 4,750,000

$ 4,837,685

Floating Rate Loans - 3.8%

BASIC INDUSTRIES - 0.5%

Chemicals & Plastics - 0.3%

CP Kelco:

Tranche B term loan 10.0613% 3/31/08 (j)

B1

720,000

694,800

Tranche C term loan 10.3113% 9/30/08 (j)

B1

240,000

231,600

Huntsman ICI Chemicals LLC sr. secured:

Tranche B term loan 9.6403% 6/30/07 (j)

-

1,227,840

1,233,979

Tranche C term loan 9.9373% 6/30/08 (j)

-

1,766,964

1,775,799

Lyondell Chemical Co. sr. secured Tranche E term loan 10.645% 5/17/06 (j)

-

4,278,283

4,342,457

Resolution Performance Products LLC Tranche B term loan 10.47% 11/14/08 (j)

Ba3

1,800,000

1,800,000

Scotts Co. Tranche B term loan 9.1875% 12/31/07 (j)

Ba3

1,200,000

1,200,000

11,278,635

Packaging & Containers - 0.1%

Ball Corp. Tranche B term loan 8.5% 3/10/06 (j)

Ba2

2,000,000

2,010,000

Packaging Corp. of America Tranche B term loan 8.6514% 6/29/07 (j)

-

1,121,977

1,121,977

U.S. Can Corp. Tranche B term loan 10.2581% 10/4/08 (j)

-

3,400,000

3,417,000

6,548,977

Paper & Forest Products - 0.1%

Stone Container Corp. Tranche E term loan 10.2812% 10/1/03 (j)

B+

3,102,575

3,102,575

TOTAL BASIC INDUSTRIES

20,930,187

DURABLES - 0.1%

Consumer Durables - 0.0%

Blount, Inc. Tranche B term loan 10.763% 6/30/06 (j)

B1

2,383,136

2,359,305

Floating Rate Loans - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

DURABLES - continued

Home Furnishings - 0.1%

Sealy Mattress Co.:

Tranche B term loan 8.625% 12/15/04 (j)

Ba3

$ 1,321,760

$ 1,323,412

Tranche C term loan 8.875% 12/15/05 (j)

Ba3

952,622

953,813

Tranche D term loan 9.125% 12/15/06 (j)

Ba3

1,217,572

1,219,094

3,496,319

TOTAL DURABLES

5,855,624

ENERGY - 0.1%

Coal - 0.1%

P&L Coal Holdings Corp. Tranche B term loan 8.7673% 6/30/06 (j)

-

4,446,491

4,452,049

FINANCE - 0.2%

Credit & Other Finance - 0.2%

AES New York Funding Tranche B term loan 9.5625% 5/14/02 (j)

-

5,000,000

5,000,000

WCI Capital Corp. Tranche B term loan 11.25% 3/31/07 (j)

B2

1,800,000

1,602,000

6,602,000

HEALTH - 0.3%

Medical Facilities Management - 0.3%

DaVita, Inc. term loan 10.5032% 3/31/06 (j)

Ba2

3,079,683

3,052,736

Quest Diagnostics, Inc.:

Tranche B term loan 9.808% 6/15/06 (j)

Ba3

2,864,951

2,886,438

Tranche C term loan 10.3703% 6/15/06 (j)

Ba3

2,635,049

2,654,812

Unilab Corp. Tranche B term loan 10.5625% 11/23/06 (j)

B1

3,150,000

3,173,625

11,767,611

INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%

Pollution Control - 0.1%

Allied Waste North America, Inc.:

Tranche B term loan 9.365% 7/21/06 (j)

Ba3

2,272,727

2,159,091

Tranche C term loan 9.6896% 7/21/07 (j)

Ba3

2,727,273

2,590,909

4,750,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

MEDIA & LEISURE - 1.0%

Broadcasting - 0.7%

American Tower L P Tranche B term loan 10.05% 12/31/07 (j)

-

$ 4,200,000

$ 4,231,500

Century Cable Holdings LLC Tranche B term loan 9.19% 6/30/09 (j)

-

900,000

891,000

Century-TCI California L.P. Tranche B term loan 9.3% 12/31/07 (j)

Ba3

2,500,000

2,468,750

Charter Communication Operating LLC Tranche B term loan 9.26% 3/18/08 (j)

Ba3

8,750,000

8,706,250

Citadel Broadcasting Co. Tranche B term loan 9.875% 6/30/08 (j)

BB-

3,600,000

3,609,000

Entravision Communications Corp. Tranche B term loan 9.9375% 12/31/08 (j)

-

3,300,000

3,320,625

Pegasus Media & Communications, Inc. Tranche B term loan 10.1875% 4/30/05 (j)

-

4,650,000

4,650,000

Telemundo Group, Inc. Tranche B term loan 8.5631% 3/31/07 (j)

B1

2,895,753

2,881,274

30,758,399

Entertainment - 0.1%

Six Flags Theme Park, Inc. Tranche B term loan 9.97% 9/30/05 (j)

Ba2

3,300,000

3,333,000

Lodging & Gaming - 0.1%

KSL Recreation Group, Inc. Tranche C term loan 11.25% 12/21/06 (j)

-

1,600,000

1,604,000

Starwood Hotels & Resorts Worldwide, Inc. term loan 9.4249% 2/23/03 (j)

-

850,000

854,250

2,458,250

Publishing - 0.1%

Advanstar Communications, Inc. Tranche B term loan 10.14% 10/11/07 (j)

-

1,750,000

1,750,000

PRIMEDIA, Inc. Tranche B term loan 9.45% 7/31/04 (j)

Ba3

2,184,925

2,187,656

3,937,656

Floating Rate Loans - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

MEDIA & LEISURE - continued

Restaurants - 0.0%

Domino's, Inc.:

Tranche B term loan 10.3125% 12/21/06 (j)

-

$ 999,085

$ 1,009,076

Tranche C term loan 10.3125% 12/21/07 (j)

-

1,000,915

1,010,924

2,020,000

TOTAL MEDIA & LEISURE

42,507,305

NONDURABLES - 0.1%

Foods - 0.1%

Del Monte Corp. Tranche B term loan 9.5% 3/25/05 (j)

-

3,816,295

3,849,688

Tobacco - 0.0%

UST, Inc. Tranche B term loan 9.25% 2/16/05 (j)

A2

1,695,750

1,702,109

TOTAL NONDURABLES

5,551,797

RETAIL & WHOLESALE - 0.1%

Drug Stores - 0.1%

Duane Reade, Inc.:

Tranche B term loan 9.5611% 2/15/05 (j)

-

1,000,000

1,002,500

Tranche C term loan 9.8125% 2/15/06 (j)

-

2,197,497

2,197,497

3,199,997

SERVICES - 0.3%

Leasing & Rental - 0.1%

Crown Castle Operating Co. Tranche B term loan 9.39% 3/15/08 (j)

Ba3

4,200,000

4,231,500

Interpool, Inc. Tranche B term loan 8.8125% 10/24/02 (j)

-

1,000,000

1,002,500

5,234,000

Services - 0.2%

Iron Mountain, Inc. Tranche B term loan 9.5339% 2/28/06 (j)

-

6,694,750

6,728,224

TOTAL SERVICES

11,962,224

TECHNOLOGY - 0.1%

Computer Services & Software - 0.0%

Exodus Communications, Inc. Tranche B term loan 10.0133% 10/31/07 (j)

B+

1,150,000

1,155,750

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Electronic Instruments - 0.1%

Acterna LLC Tranche B term loan 9.6881% 9/30/07 (j)

-

$ 1,656,745

$ 1,656,745

TOTAL TECHNOLOGY

2,812,495

TRANSPORTATION - 0.0%

Railroads - 0.0%

Kansas City Southern Railway Co. Tranche B term loan 9.4488% 12/29/06 (j)

Ba1

1,200,000

1,212,000

UTILITIES - 0.9%

Cellular - 0.8%

Cook Inlet/Voicestream Operating Co. LLC Tranche B term loan 10.5% 12/31/08 (j)

B2

3,000,000

3,030,000

Microcell Telecommunications, Inc. Tranche E term loan 9.8613% 3/1/06 (j)

-

2,500,000

2,500,000

Nextel Finance Co.:

Tranche B term loan 10.1875% 6/30/08 (j)

Ba2

2,350,000

2,350,000

Tranche C term loan 10.4375% 12/31/08 (j)

Ba2

2,350,000

2,350,000

Powertel, Inc. Tranche A term loan 9.6875% 12/31/05 (j)

-

1,958,497

1,956,049

Tritel Holding Corp. Tranche B term loan 11.2138% 12/31/07 (j)

B2

4,250,000

4,292,500

Triton PCS, Inc. Tranche B term loan 9.6875% 2/4/07 (j)

-

5,850,000

5,893,875

VoiceStream PCS Holding LLC:

Tranche A term loan 9.62% 12/31/06 (j)

B1

2,000,000

1,965,000

Tranche B term loan 9.64% 2/25/09 (j)

B+

5,000,000

4,937,500

Western Wireless Corp.:

Tranche A term loan 8.535% 3/31/08 (j)

Ba2

2,100,000

2,079,000

Tranche B term loan 9.535% 9/30/08 (j)

Ba2

2,550,000

2,562,750

33,916,674

Floating Rate Loans - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

UTILITIES - continued

Telephone Services - 0.1%

Global Crossing Holdings Ltd. Tranche B term loan 9.28% 6/30/06 (j)

-

$ 2,500,000

$ 2,512,500

McLeodUSA, Inc. Tranche B term loan 9.21% 5/31/08 (j)

Ba2

1,700,000

1,700,000

4,212,500

TOTAL UTILITIES

38,129,174

TOTAL FLOATING RATE LOANS

(Cost $160,091,773)

159,732,463

Commercial Paper - 0.2%

British Telecom PLC 6.8525% 10/9/01 (j)
(Cost $6,789,655)

6,800,000

6,799,823

Cash Equivalents - 0.1%

Maturity Amount

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 3.5%, dated 12/29/00 due 1/2/01
(Cost $2,635,000)

$ 2,636,025

2,635,000

Money Market Funds - 7.9%

Shares

Fidelity Cash Central Fund, 6.53% (c)

124,831,059

124,831,059

Fidelity Money Market
Central Fund, 6.71% (c)

204,160,162

204,160,162

Fidelity Securities Lending
Cash Central Fund, 6.61% (c)

29,500

29,500

TOTAL MONEY MARKET FUNDS

(Cost $329,020,721)

329,020,721

TOTAL INVESTMENT PORTFOLIO - 101.3%

(Cost $3,931,959,754)

4,216,243,392

NET OTHER ASSETS - (1.3)%

(52,706,047)

NET ASSETS - 100%

$ 4,163,537,345

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

543 S&P 500 Stock Index Contracts

March 2001

$ 181,226,250

$ (8,113,538)

The face value of futures purchased as a percentage of net assets - 4.4%

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $129,262,085 or 3.1% of net assets.

(h) Security purchased on a delayed delivery or when-issued basis.

(i) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $11,284,994.

(j) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Micron Technology, Inc.
6.5% 9/30/05

7/15/99 - 4/10/00

$ 2,417,500

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

23.5%

AAA, AA, A

20.5%

Baa

6.2%

BBB

5.8%

Ba

2.7%

BB

2.7%

B

5.6%

B

5.7%

Caa

0.9%

CCC

0.7%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 1.9%. FMR has determined that unrated debt securities that are lower quality account for 1.9% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $3,140,277,170 and $3,720,590,739, respectively, of which long-term U.S. government and government agency obligations aggregated $1,128,611,406 and $1,167,789,592, respectively.

On July 25, 2000, the fund transferred substantially all of its money market investments to Fidelity Money Market Central Fund in exchange for shares of this fund.

The market value of futures contracts opened and closed during the period amounted to $1,065,761,233 and $861,049,737, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $56,940 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $2,460,000 or 0.1% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $28,313. The fund received cash collateral of $29,500 which was invested in cash equivalents.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $3,932,222,919. Net unrealized appreciation aggregated $284,020,473, of which $532,233,077 related to appreciated investment securities and $248,212,604 related to depreciated investment securities.

The fund hereby designates approximately $336,950,000 as a capital gain dividend for the purpose of the dividend paid deduction.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Fidelity Variable Insurance Products: Asset Manager Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value (including repurchase agreements of $2,635,000)
(cost $3,931,959,754) -
See accompanying schedule

$ 4,216,243,392

Cash

294,011

Receivable for investments sold

13,232,828

Receivable for fund shares sold

4,082,811

Dividends receivable

1,347,885

Interest receivable

26,136,085

Other receivables

286,072

Total assets

4,261,623,084

Liabilities

Payable for investments purchased
Regular delivery

$ 11,414,426

Delayed delivery

79,704,773

Payable for fund shares redeemed

1,940,076

Accrued management fee

1,828,001

Distribution fees payable

3,445

Payable for daily variation on
futures contracts

2,470,650

Other payables and
accrued expenses

694,868

Collateral on securities loaned,
at value

29,500

Total liabilities

98,085,739

Net Assets

$ 4,163,537,345

Net Assets consist of:

Paid in capital

$ 3,640,549,785

Undistributed net investment income

177,028,055

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

69,784,035

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

276,175,470

Net Assets

$ 4,163,537,345

Initial Class:
Net Asset Value, offering price
and redemption price per share ($4,128,168,845
÷ 257,911,216 shares)

$16.01

Service Class:
Net Asset Value, offering price
and redemption price per share ($30,583,461
÷
1,921,691 shares)

$15.91

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($4,785,039
÷ 301,136 shares)

$15.89

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 29,325,758

Interest

168,110,468

Security lending

3,140

Total income

197,439,366

Expenses

Management fee

$ 23,914,241

Transfer agent fees

2,964,265

Distribution fees

31,339

Accounting and security lending fees

657,912

Non-interested trustees' compensation

21,992

Custodian fees and expenses

110,227

Registration fees

12,422

Audit

44,083

Legal

32,605

Miscellaneous

156,997

Total expenses before reductions

27,946,083

Expense reductions

(196,558)

27,749,525

Net investment income

169,689,841

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

87,310,978

Foreign currency transactions

13,196

Futures contracts

(15,371,708)

71,952,466

Change in net unrealized appreciation (depreciation) on:

Investment securities

(409,560,814)

Assets and liabilities in
foreign currencies

251

Futures contracts

(8,113,538)

(417,674,101)

Net gain (loss)

(345,721,635)

Net increase (decrease) in net assets resulting from operations

$ (176,031,794)

Other Information

Expense reductions
Directed brokerage arrangements

$ 176,040

Custodian credits

20,518

$ 196,558

See accompanying notes which are an integral part of the financial statements.

Annual Report

Variable Insurance Products: Asset Manager Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 169,689,841

$ 163,666,158

Net realized gain (loss)

71,952,466

365,307,199

Change in net unrealized appreciation (depreciation)

(417,674,101)

(14,691,723)

Net increase (decrease) in net assets resulting from operations

(176,031,794)

514,281,634

Distributions to shareholders
From net investment income

(155,528,551)

(161,497,855)

From net realized gain

(361,637,025)

(204,563,949)

Total distributions

(517,165,576)

(366,061,804)

Share transactions - net increase (decrease)

(103,868,167)

(98,885,126)

Total increase (decrease) in net assets

(797,065,537)

49,334,704

Net Assets

Beginning of period

4,960,602,882

4,911,268,178

End of period (including undistributed net investment income of $177,028,055 and $163,666,159, respectively)

$ 4,163,537,345

$ 4,960,602,882

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

15,773,125

$ 262,419,927

18,326,496

$ 320,298,483

Reinvested

31,454,002

514,587,479

21,655,706

365,548,318

Redeemed

(53,688,174)

(896,416,716)

(45,749,338)

(801,281,286)

Net increase (decrease)

(6,461,047)

$ (119,409,310)

(5,767,136)

$ (115,434,485)

Service Class
Sold

741,504

$ 12,184,248

1,054,578

$ 18,334,058

Reinvested

157,694

2,567,255

30,528

513,486

Redeemed

(251,421)

(4,163,614)

(131,705)

(2,298,185)

Net increase (decrease)

647,777

$ 10,587,889

953,401

$ 16,549,359

Service Class 2 A
Sold

312,250

$ 5,136,587

Reinvested

666

10,842

Redeemed

(11,780)

(194,175)

Net increase (decrease)

301,136

$ 4,953,254

Distributions
From net investment income
Initial Class

$ 154,762,338

$ 161,271,317

Service Class

762,991

226,538

Service Class 2 A

3,222

-

Total

$ 155,528,551

$ 161,497,855

From net realized gain
Initial Class

$ 359,825,141

$ 204,277,001

Service Class

1,804,264

286,948

Service Class 2 A

7,620

-

Total

$ 361,637,025

$ 204,563,949

$ 517,165,576

$ 366,061,804

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 18.67

$ 18.16

$ 18.01

$ 16.93

$ 15.79

Income from Investment Operations

Net investment income

.62 D

.59 D

.59 D

.57 D

.63

Net realized and unrealized gain (loss)

(1.30)

1.28

1.84

2.58

1.55

Total from investment operations

(.68)

1.87

2.43

3.15

2.18

Less Distributions

From net investment income

(.60) G

(.60)

(.57)

(.59)

(.57)

From net realized gain

(1.38) G

(.76)

(1.71)

(1.48)

(.47)

Total distributions

(1.98)

(1.36)

(2.28)

(2.07)

(1.04)

Net asset value, end of period

$ 16.01

$ 18.67

$ 18.16

$ 18.01

$ 16.93

Total Return B, C

(3.87)%

11.09%

15.05%

20.65%

14.60%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,128,169

$ 4,936,926

$ 4,905,468

$ 4,399,937

$ 3,641,194

Ratio of expenses to average net assets

.61%

.63%

.64%

.65%

.74%

Ratio of expenses to average net assets after expense reductions

.61%

.62% F

.63% F

.64% F

.73% F

Ratio of net investment income to average net assets

3.73%

3.36%

3.46%

3.43%

3.60%

Portfolio turnover rate

76%

94%

113%

101%

168%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 18.59

$ 18.10

$ 17.99

$ 17.60

Income from Investment Operations

Net investment income D

.60

.56

.57

.10

Net realized and unrealized gain (loss)

(1.31)

1.29

1.82

.29

Total from investment operations

(.71)

1.85

2.39

.39

Less Distributions

From net investment income

(.59) G

(.60)

(.57)

-

From net realized gain

(1.38) G

(.76)

(1.71)

-

Total distributions

(1.97)

(1.36)

(2.28)

-

Net asset value, end of period

$ 15.91

$ 18.59

$ 18.10

$ 17.99

Total Return B, C

(4.06)%

11.01%

14.82%

2.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 30,583

$ 23,677

$ 5,801

$ 10

Ratio of expenses to average net assets

.72%

.74%

.78%

.75% A

Ratio of expenses to average net assets after expense reductions

.71% F

.73% F

.77% F

.75% A

Ratio of net investment income to average net assets

3.62%

3.25%

3.49%

3.52% A

Portfolio turnover rate

76%

94%

113%

101%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 18.17

Income from Investment Operations

Net investment income C

.53

Net realized and unrealized gain (loss)

(.84)

Total from investment operations

(.31)

Less Distributions

From net investment income

(.59) E

From net realized gain

(1.38) E

Total distributions

(1.97)

Net asset value, end of period

$ 15.89

Total Return B

(1.97)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,785

Ratio of expenses to average net assets

.88% A

Ratio of net investment income to average net assets

3.46% A

Portfolio turnover rate

76%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

E The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Asset Mgr: Growth -
Service Class

-12.54%

12.10%

13.86%

Asset Manager: Growth Composite

-3.29%

14.64%

n/a *

S&P 500

-9.10%

18.33%

21.35%

LB Aggregate Bond

11.63%

6.46%

8.40%

LB 3 Month T-Bill

6.20%

5.47%

n/a *

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to those of the Asset Manager: Growth Composite Index - a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index weighted according to the fund's neutral mix.**

This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

* Not available

** 70% stocks, 25% bonds and 5% short-term instruments effective January 1, 1997.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Service Class on January 31, 1995, shortly after the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $21,736 - a 117.36% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $31,108 - a 211.08% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $15,885 - a 58.85% increase. You can also look at how the Asset Manager: Growth Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $25,146 - a 151.46% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

General Electric Co.

2.9

Citigroup, Inc.

1.9

Exxon Mobil Corp.

1.8

Pfizer, Inc.

1.8

Cisco Systems, Inc.

1.7

10.1

Top Five Market Sectors as of December 31, 2000

(stocks only)

% of fund's
net assets

Technology

17.3

Finance

12.6

Health

11.0

Utilities

7.6

Energy

5.1

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stock Class 74.9%

Bond Class 22.7%

Short-Term Class 2.4%



* Foreign
investments 3.6%

Asset allocations in the pie charts reflect the categorization of assets as defined in the fund's prospectus. Financial Statement categorizations conform to accounting standards and will differ from the pie chart.

Annual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Bart Grenier, Portfolio Manager of Asset Manager: Growth Portfolio

Q. How did the fund perform, Bart?

A. For the 12 months that ended December 31, 2000, the fund lagged the Fidelity Asset Manager: Growth Composite Index, which returned -3.29%.

Q. How did your asset allocation strategies influence performance?

A. I maintained the fund's tilt toward equities, allocating just over 74% of net assets on average to stocks during the period. The fund's neutral allocation mix typically calls for 70% to be invested in stocks, 25% in bonds and 5% in short-term and money market instruments. Although this strategy was successful early in the period when the bulls were running, it failed later in the year when market conditions took a turn for the worse. The other side to this strategy was our positioning in bonds, which further hampered relative performance. We paid the price for allocating much of the bond subportfolio to high-yield securities at the expense of investment-grade debt, which had a stellar year. Pursuing growth among the more volatile asset classes, such as equities and high-yield bonds, simply proved perilous during the 12-month period.

Q. What factors drove the fund's equity holdings?

A. It was a challenging period given the unusually high levels of volatility in the market, spawned by sectors and styles that frequently rotated in and out of favor. The quantitative models Steve Snider used emphasized fundamental data, such as earnings growth, as the driving force behind individual security selection. As such, given the market's disregard for fundamentals early in the period, we missed out on many stocks that soared despite having no earnings. On the other hand, several stocks we owned were punished late in the year when the economy turned and earnings growth failed to materialize. Given the fund's overall growth mandate, the equity component was relatively aggressive throughout the year, with a consistent overweighting in technology stocks. The fund was positioned in companies with superior growth prospects and attractive valuations, while maintaining market-cap exposure comparable to the Standard & Poor's 500 Index. But these risk controls weren't sufficient to overcome the drag caused by a dramatic falloff in the tech sector. Large-cap holdings, such as Microsoft, Lucent and Intel, did most of the damage to our returns during the period, although the fund did well in semiconductor stocks, such as Texas Instruments and LSI Logic. Retailers, most notably Wal-Mart, also weighed on performance. On the plus side, many of the fund's defensive holdings fared quite well, particularly within the health sector, where drug stocks Merck and Pfizer were winners. High-growth financials, including Citigroup and American International Group, also were meaningful contributors.

Q. How did the fund's bond subportfolio fare?

A. Poor liquidity and declining credit quality hammered the prices of high-yield bonds during the period, with yield spreads widening to levels not seen since the 1990 recession. The fund's exposure to the telecommunications sector hurt the most. Mark Notkin, who took over the high-yield portion of the fund in June, helped limit our downside by reducing the fund's risk profile. On the investment-grade side, Charlie Morrison and his team did a nice job of responding to changing conditions in the marketplace and positioning the fund to benefit from them. The federal government's decision to buy back outstanding debt and reduce future issuance, coupled with the market's steady migration toward high-quality securities, sparked a strong rally in the fund's long-term Treasury holdings. Security selection among agency and mortgage securities further aided performance, as did our positioning in corporate bonds.

Q. And the fund's short-term/money market investments?

A. Early in 2000, the yield curve flattened out dramatically. In response, John Todd let the average maturity of the fund's money market subportfolio roll down, believing that strong economic growth and the risk of rising inflation were likely to set off a protracted period of Federal Reserve Board tightening. Entering the fourth quarter, we extended the subportfolio's average maturity in anticipation of slower economic growth and a more accommodative Fed. It's important for shareholders to note that, in July, the fund began to invest nearly all of its money market investments in a Fidelity-managed money market mutual fund in lieu of investing directly in individual money market securities.

Q. What's your outlook?

A. Given the rate of economic deceleration, the markets are anticipating the Fed to cut interest rates early in 2001. Historically, financial assets have performed quite well in the year following the start of a Fed easing campaign. I'm generally positive overall on the markets in that environment, particularly high-yield, where there's plenty of upside potential. I'm optimistic about equities as well, but not overly so, as there are still some fairly highly valued securities out there despite the stunning recent declines in the markets.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: maximize total return over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: January 3, 1995

Size: as of December 31, 2000, more than $497 million

Manager: Bart Grenier, since May 2000; joined Fidelity in 1991

3

Annual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 69.1%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.0%

Aerospace & Defense - 0.8%

Boeing Co.

27,000

$ 1,782,000

Precision Castparts Corp.

52,800

2,220,900

4,002,900

Ship Building & Repair - 0.2%

General Dynamics Corp.

9,700

756,600

TOTAL AEROSPACE & DEFENSE

4,759,500

BASIC INDUSTRIES - 0.8%

Chemicals & Plastics - 0.8%

Air Products & Chemicals, Inc.

19,000

779,000

FMC Corp. (a)

13,500

967,781

Pharmacia Corp.

39,400

2,403,400

4,150,181

CONSTRUCTION & REAL ESTATE - 0.5%

Building Materials - 0.0%

American Standard Companies, Inc. (a)

1,500

73,969

Construction - 0.2%

Lennar Corp.

20,000

725,000

Engineering - 0.1%

Dycom Industries, Inc. (a)

18,000

646,875

Real Estate Investment Trusts - 0.2%

Crescent Real Estate Equities Co.

2,500

55,625

Host Marriott Corp.

79,600

1,029,825

1,085,450

TOTAL CONSTRUCTION & REAL ESTATE

2,531,294

DURABLES - 0.2%

Autos, Tires, & Accessories - 0.1%

SPX Corp. (a)

3,300

357,019

Home Furnishings - 0.1%

Hillenbrand Industries, Inc.

9,600

494,400

Textiles & Apparel - 0.0%

Liz Claiborne, Inc.

7,400

308,025

TOTAL DURABLES

1,159,444

ENERGY - 5.1%

Energy Services - 0.5%

Schlumberger Ltd. (NY Shares)

21,100

1,686,681

Tidewater, Inc.

18,000

798,750

2,485,431

Oil & Gas - 4.6%

Anadarko Petroleum Corp.

11,200

796,096

Apache Corp.

13,000

910,813

Devon Energy Corp.

29,000

1,768,130

EOG Resources, Inc.

40,900

2,236,719

Exxon Mobil Corp.

106,000

9,215,375

Shares

Value (Note 1)

Noble Affiliates, Inc.

41,500

$ 1,909,000

Royal Dutch Petroleum Co. (NY Shares)

65,200

3,948,675

Valero Energy Corp.

50,100

1,863,094

22,647,902

TOTAL ENERGY

25,133,333

FINANCE - 12.6%

Banks - 2.8%

BancWest Corp.

83,300

2,176,213

Bank of America Corp.

49,900

2,289,163

Bank of New York Co., Inc.

14,700

811,256

Chase Manhattan Corp.

39,500

1,794,781

City National Corp.

24,200

939,263

Comerica, Inc.

27,200

1,615,000

Northern Trust Corp.

10,100

823,781

Silicon Valley Bancshares (a)

22,900

791,481

Wells Fargo & Co.

51,900

2,890,181

14,131,119

Credit & Other Finance - 3.2%

American Express Co.

40,500

2,224,969

AmeriCredit Corp. (a)

56,200

1,531,450

Citigroup, Inc.

182,200

9,303,588

Greenpoint Financial Corp.

28,600

1,170,813

MBNA Corp.

39,800

1,470,113

15,700,933

Federal Sponsored Credit - 1.1%

Fannie Mae

40,500

3,513,375

USA Education, Inc.

29,100

1,978,800

5,492,175

Insurance - 3.7%

AMBAC Financial Group, Inc.

31,050

1,810,603

American International Group, Inc.

70,400

6,938,800

Arthur J. Gallagher & Co.

28,300

1,800,588

CIGNA Corp.

10,400

1,375,920

Jefferson-Pilot Corp.

23,800

1,779,050

Loews Corp.

13,400

1,387,738

MGIC Investment Corp.

25,300

1,706,169

PMI Group, Inc.

11,300

764,869

Radian Group, Inc.

13,400

1,005,838

18,569,575

Savings & Loans - 0.4%

Golden State Bancorp, Inc.

66,300

2,084,306

Securities Industry - 1.4%

Alliance Capital Management Holding LP

14,600

739,125

Federated Investors, Inc. Class B (non-vtg.)

58,900

1,715,463

Merrill Lynch & Co., Inc.

24,000

1,636,500

Morgan Stanley Dean Witter & Co.

34,200

2,710,350

6,801,438

TOTAL FINANCE

62,779,546

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - 11.0%

Drugs & Pharmaceuticals - 7.5%

Albany Molecular Research, Inc. (a)

33,500

$ 2,064,438

American Home Products Corp.

39,600

2,516,580

Amgen, Inc. (a)

31,200

1,994,850

Bristol-Myers Squibb Co.

59,800

4,421,463

Eli Lilly & Co.

34,300

3,192,044

Forest Laboratories, Inc. (a)

13,600

1,807,100

IDEC Pharmaceuticals Corp. (a)

9,200

1,743,975

IVAX Corp. (a)

37,900

1,451,570

Merck & Co., Inc.

73,600

6,890,800

Pfizer, Inc.

192,100

8,836,600

Schering-Plough Corp.

44,500

2,525,375

37,444,795

Medical Equipment & Supplies - 1.9%

Abbott Laboratories

47,100

2,281,406

Cardinal Health, Inc.

7,500

747,188

Johnson & Johnson

42,300

4,444,144

Medtronic, Inc.

36,500

2,203,688

9,676,426

Medical Facilities Management - 1.6%

Tenet Healthcare Corp.

46,000

2,044,125

Trigon Healthcare, Inc. (a)

26,700

2,077,594

UnitedHealth Group, Inc.

23,400

1,436,175

Universal Health Services, Inc. Class B (a)

20,300

2,268,525

7,826,419

TOTAL HEALTH

54,947,640

INDUSTRIAL MACHINERY & EQUIPMENT - 4.6%

Electrical Equipment - 4.0%

C&D Technologies, Inc.

14,000

604,625

General Electric Co.

301,400

14,448,331

Powerwave Technologies, Inc. (a)

45,500

2,661,750

Scientific-Atlanta, Inc.

30,000

976,875

Vicor Corp. (a)

44,100

1,339,538

20,031,119

Industrial Machinery & Equipment - 0.6%

Tyco International Ltd.

53,100

2,947,050

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

22,978,169

MEDIA & LEISURE - 2.2%

Broadcasting - 0.5%

NTL, Inc. warrants 10/14/08 (a)

427

8,113

Time Warner, Inc.

40,200

2,100,048

Wireless Facilities, Inc.

7,800

282,750

2,390,911

Entertainment - 0.9%

Metro-Goldwyn-Mayer, Inc. (a)

22,000

358,875

Shares

Value (Note 1)

Viacom, Inc. Class B (non-vtg.) (a)

46,100

$ 2,155,175

Walt Disney Co.

63,400

1,834,638

4,348,688

Leisure Durables & Toys - 0.2%

Harley-Davidson, Inc.

25,900

1,029,525

Lodging & Gaming - 0.3%

International Game Technology (a)

33,300

1,598,400

Restaurants - 0.3%

Brinker International, Inc. (a)

12,300

519,675

Tricon Global Restaurants, Inc. (a)

15,800

521,400

Wendy's International, Inc.

18,000

472,500

1,513,575

TOTAL MEDIA & LEISURE

10,881,099

NONDURABLES - 3.5%

Beverages - 1.2%

Adolph Coors Co. Class B

17,200

1,381,375

The Coca-Cola Co.

75,300

4,588,594

5,969,969

Foods - 1.1%

Campbell Soup Co.

20,000

692,500

PepsiCo, Inc.

66,800

3,310,775

Sysco Corp.

46,200

1,386,000

5,389,275

Household Products - 0.6%

Procter & Gamble Co.

39,800

3,121,813

Tobacco - 0.6%

Philip Morris Companies, Inc.

68,500

3,014,000

TOTAL NONDURABLES

17,495,057

PRECIOUS METALS - 0.0%

Placer Dome, Inc.

8,800

84,819

RETAIL & WHOLESALE - 3.3%

Apparel Stores - 0.7%

Talbots, Inc.

46,600

2,126,125

Venator Group, Inc. (a)

78,400

1,215,200

3,341,325

General Merchandise Stores - 1.5%

Kohls Corp. (a)

2,500

152,500

Wal-Mart Stores, Inc.

135,900

7,219,688

7,372,188

Grocery Stores - 0.2%

Pathmark Stores, Inc. (a)

53,216

878,064

Retail & Wholesale, Miscellaneous - 0.9%

Home Depot, Inc.

70,400

3,216,400

Common Stocks - continued

Shares

Value (Note 1)

RETAIL & WHOLESALE - continued

Retail & Wholesale, Miscellaneous - continued

RadioShack Corp.

17,500

$ 749,219

Tiffany & Co., Inc.

24,800

784,300

4,749,919

TOTAL RETAIL & WHOLESALE

16,341,496

SERVICES - 0.4%

Educational Services - 0.0%

Devry, Inc. (a)

3,600

135,900

Services - 0.4%

Caremark Rx, Inc. (a)

75,800

1,028,038

Robert Half International, Inc. (a)

31,200

826,800

1,854,838

TOTAL SERVICES

1,990,738

TECHNOLOGY - 17.3%

Communications Equipment - 2.6%

Cabletron Systems, Inc. (a)

28,400

427,775

Cisco Systems, Inc. (a)

218,600

8,361,450

Corning, Inc.

16,800

887,250

Nortel Networks Corp.

94,000

3,013,875

12,690,350

Computer Services & Software - 6.7%

Advent Software, Inc. (a)

30,200

1,209,888

America Online, Inc. (a)

70,200

2,442,960

BEA Systems, Inc. (a)

22,400

1,507,800

Cadence Design Systems, Inc. (a)

65,500

1,801,250

Cerner Corp. (a)

32,500

1,503,125

i2 Technologies, Inc. (a)

18,400

1,000,500

Internet Security Systems, Inc. (a)

8,500

666,719

Intuit, Inc. (a)

14,700

579,731

Jack Henry & Associates, Inc.

33,000

2,050,125

Mercury Interactive Corp. (a)

14,200

1,281,550

Microsoft Corp. (a)

162,000

7,026,750

Networks Associates, Inc. (a)

43,000

180,063

Oracle Corp. (a)

171,300

4,978,406

PurchasePro.com, Inc. (a)

53,100

929,250

Rational Software Corp. (a)

29,500

1,148,656

SEI Investments Co.

5,200

582,400

Siebel Systems, Inc. (a)

18,200

1,230,775

Sybase, Inc. (a)

80,200

1,588,963

TIBCO Software, Inc. (a)

11,100

532,106

VERITAS Software Corp. (a)

10,500

918,750

33,159,767

Computers & Office Equipment - 3.2%

Brocade Communications
Systems, Inc. (a)

7,400

679,413

Digital Lightwave, Inc. (a)

26,300

833,381

EMC Corp. (a)

66,300

4,408,950

Shares

Value (Note 1)

Hewlett-Packard Co.

60,600

$ 1,912,688

International Business Machines Corp.

53,500

4,547,500

Juniper Networks, Inc. (a)

7,200

907,650

Sun Microsystems, Inc. (a)

98,500

2,745,688

16,035,270

Electronic Instruments - 0.6%

Aeroflex, Inc. (a)

21,800

628,453

Newport Corp.

8,000

628,875

PerkinElmer, Inc.

9,200

966,000

Tektronix, Inc.

22,400

754,600

2,977,928

Electronics - 4.2%

Amphenol Corp. Class A (a)

11,800

462,413

Analog Devices, Inc. (a)

10,100

516,994

Applied Micro Circuits Corp. (a)

17,200

1,290,806

Arrow Electronics, Inc. (a)

50,000

1,431,250

AVX Corp.

62,900

1,029,988

Cirrus Logic, Inc. (a)

82,000

1,537,500

Exar Corp. (a)

33,900

1,050,370

Intel Corp.

204,300

6,141,769

Linear Technology Corp.

11,900

550,375

Molex, Inc.

14,800

525,400

NVIDIA Corp. (a)

12,100

396,464

PMC-Sierra, Inc. (a)

8,700

684,038

Technitrol, Inc.

36,800

1,513,400

Texas Instruments, Inc.

52,600

2,491,925

Transwitch Corp. (a)

25,200

985,950

Vishay Intertechnology, Inc. (a)

28,500

431,063

21,039,705

TOTAL TECHNOLOGY

85,903,020

TRANSPORTATION - 0.3%

Air Transportation - 0.2%

Southwest Airlines Co.

37,100

1,243,963

Trucking & Freight - 0.1%

Expeditors International of
Washington, Inc.

5,000

268,438

TOTAL TRANSPORTATION

1,512,401

UTILITIES - 6.3%

Cellular - 0.4%

Leap Wireless International, Inc. warrants 4/15/10 (a)(g)

100

200

McCaw International Ltd. warrants 4/16/07 (a)(g)

910

9,100

QUALCOMM, Inc. (a)

22,600

1,857,438

1,866,738

Electric Utility - 1.1%

Calpine Corp. (a)

37,200

1,676,325

Entergy Corp.

18,000

761,625

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Electric Utility - continued

IDACORP, Inc.

31,000

$ 1,520,938

NRG Energy, Inc.

50,100

1,393,406

5,352,294

Gas - 2.1%

Dynegy, Inc. Class A

31,800

1,782,788

Enron Corp.

32,300

2,684,938

Equitable Resources, Inc.

24,800

1,655,400

Kinder Morgan, Inc.

35,100

1,831,781

Mitchell Energy & Development Corp. Class A

29,800

1,825,250

Questar Corp.

27,300

820,706

10,600,863

Telephone Services - 2.7%

AT&T Corp.

114,300

1,978,819

BellSouth Corp.

57,000

2,333,438

Ono Finance PLC rights 5/31/09 (a)(g)

310

1,860

SBC Communications, Inc.

103,100

4,923,025

Verizon Communications

82,700

4,145,338

13,382,480

TOTAL UTILITIES

31,202,375

TOTAL COMMON STOCKS

(Cost $326,706,569)

343,850,112

Preferred Stocks - 2.0%

Convertible Preferred Stocks - 0.2%

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

Earthwatch, Inc. Series C, $0.2975 (g)

18,901

4,725

Radio One, Inc. $65.00 (g)

1,100

871,750

876,475

Nonconvertible Preferred Stocks - 1.8%

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II $88.75

160

159,891

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Fresenius Medical Care Capital Trust II $7.875

186

178,926

MEDIA & LEISURE - 0.5%

Broadcasting - 0.4%

Adelphia Communications Corp.
Series B, $13.00

1,033

82,640

Shares

Value (Note 1)

Citadel Broadcasting Co. Series B, $13.25 pay-in-kind

3,971

$ 333,564

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

12,388

1,288,352

Pegasus Communications Corp. $127.50 pay-in-kind

69

65,291

1,769,847

Publishing - 0.1%

PRIMEDIA, Inc.:

$9.20

4,338

338,364

Series D, $10.00

4,544

372,608

710,972

TOTAL MEDIA & LEISURE

2,480,819

UTILITIES - 1.3%

Cellular - 0.8%

Crown Castle International Corp. $127.50 pay-in-kind

1,068

1,025,280

Dobson Communications Corp. $130.00 pay-in-kind

136

121,040

Nextel Communications, Inc. Series E, $111.25 pay-in-kind

3,011

2,499,130

3,645,450

Telephone Services - 0.5%

Broadwing Communications, Inc.
Series B, $125.00 pay-in-kind

1,573

1,525,810

Intermedia Communications, Inc.
Series B, $135.00 pay-in-kind

835

417,500

XO Communications, Inc. $7.00 pay-in-kind

21,769

696,608

2,639,918

TOTAL UTILITIES

6,285,368

TOTAL NONCONVERTIBLE PREFERRED STOCKS

9,105,004

TOTAL PREFERRED STOCKS

(Cost $11,390,683)

9,981,479

Corporate Bonds - 12.6%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 0.5%

HEALTH - 0.4%

Medical Facilities Management - 0.4%

Tenet Healthcare Corp.
6% 12/1/05

B1

$ 1,290,000

1,122,300

Total Renal Care Holdings, Inc.:

7% 5/15/09 (g)

B3

500,000

415,000

7% 5/15/09

B3

530,000

439,900

1,977,200

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

EchoStar Communications Corp. 4.875% 1/1/07

Caa2

$ 560,000

$ 418,600

TOTAL CONVERTIBLE BONDS

2,395,800

Nonconvertible Bonds - 12.1%

BASIC INDUSTRIES - 0.8%

Chemicals & Plastics - 0.6%

Avecia Group PLC 11% 7/1/09

B2

750,000

742,500

Huntsman Corp. 9.5% 7/1/07 (g)

B2

745,000

439,550

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

140,000

134,400

Lyondell Chemical Co. Series B, 9.875% 5/1/07

Ba3

1,140,000

1,100,100

Sovereign Specialty Chemicals, Inc. 11.875% 3/15/10

B3

305,000

295,088

Sterling Chemicals, Inc. 12.375% 7/15/06

B3

395,000

359,450

3,071,088

Packaging & Containers - 0.2%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

560,000

347,200

9.75% 6/15/07

Caa1

660,000

415,800

763,000

Paper & Forest Products - 0.0%

Potlatch Corp. 6.25% 3/15/02

Baa1

80,000

78,829

TOTAL BASIC INDUSTRIES

3,912,917

CONSTRUCTION & REAL ESTATE - 0.2%

Building Materials - 0.1%

American Standard Companies, Inc. 8.25% 6/1/09

Ba2

300,000

289,500

American Standard, Inc. 7.375% 4/15/05

Ba2

40,000

38,700

Numatics, Inc. 9.625% 4/1/08

B3

30,000

18,600

346,800

Real Estate - 0.0%

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

100,000

99,917

Real Estate Investment Trusts - 0.1%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

100,000

97,815

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

7.125% 3/15/04

Baa2

$ 110,000

$ 109,557

Equity Office
Properties Trust:

6.375% 2/15/03

Baa1

100,000

99,194

6.75% 2/15/08

Baa1

100,000

96,915

7.75% 11/15/07

Baa1

100,000

102,818

506,299

TOTAL CONSTRUCTION & REAL ESTATE

953,016

DURABLES - 0.1%

Autos, Tires, & Accessories - 0.0%

TRW, Inc. 8.75% 5/15/06

Baa1

100,000

99,620

Home Furnishings - 0.0%

Sealy Mattress Co. 9.875% 12/15/07

B2

60,000

57,750

Textiles & Apparel - 0.1%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

135,000

128,559

TOTAL DURABLES

285,929

ENERGY - 0.6%

Coal - 0.1%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

330,000

328,350

Energy Services - 0.1%

R&B Falcon Corp. Series B, 6.5% 4/15/03

Ba3

320,000

306,400

RBF Finance Co. 11% 3/15/06

Ba3

300,000

347,250

653,650

Oil & Gas - 0.4%

Apache Corp. 7.625% 7/1/19

A3

75,000

77,591

Chesapeake Energy Corp. Series B:

7.875% 3/15/04

B2

175,000

169,750

9.625% 5/1/05

B2

495,000

507,375

Cross Timbers Oil Co.
Series B:

8.75% 11/1/09

B2

290,000

290,725

9.25% 4/1/07

B2

55,000

55,688

Occidental Petroleum Corp. 9.75% 6/15/01

Baa3

100,000

101,284

Oryx Energy Co.:

8% 10/15/03

Baa1

95,000

98,449

8.125% 10/15/05

Baa1

140,000

148,106

8.375% 7/15/04

Baa1

195,000

205,524

Petro-Canada 7% 11/15/28

A3

50,000

47,023

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

$ 60,000

$ 68,654

Plains Resources, Inc. Series B, 10.25% 3/15/06

B2

45,000

44,775

1,814,944

TOTAL ENERGY

2,796,944

FINANCE - 1.1%

Banks - 0.3%

Bank of America Corp. 7.8% 2/15/10

Aa3

40,000

41,678

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

70,000

74,569

Bank One Capital III 8.75% 9/1/30

Aa3

100,000

97,769

Bank One Corp. 7.875% 8/1/10

A1

200,000

208,366

BankBoston Corp. 6.625% 2/1/04

A3

60,000

60,308

Capital One Bank:

6.375% 2/15/03

Baa2

130,000

126,950

6.65% 3/15/04

Baa3

260,000

251,033

Capital One Financial Corp. 7.125% 8/1/08

Baa3

100,000

91,314

Commonwealth Bank of Australia 8.5% 6/1/10

Aa3

100,000

110,259

Den Danske Bank AS 6.375% 6/15/08 (g)(j)

A1

170,000

167,238

Korea Development Bank 6.625% 11/21/03

Baa2

95,000

93,271

Royal Bank of Scotland Group PLC:

7.816% 11/29/49

A1

100,000

101,958

9.118% 3/31/49

A1

60,000

65,275

1,489,988

Credit & Other Finance - 0.7%

Abbey National Capital Trust I 8.963% 12/29/49 (f)

Aa3

80,000

82,531

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

125,000

116,835

Associates Corp. of North America 5.8% 4/20/04

Aa3

180,000

176,942

Citigroup, Inc. 7.25% 10/1/10

Aa3

200,000

206,626

Countrywide Funding Corp. 6.45% 2/27/03

A3

150,000

149,867

Details Capital Corp. 0% 11/15/07 (e)

Caa1

85,000

66,300

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Dobson/Sygnet Communications Co. 12.25% 12/15/08

B3

$ 140,000

$ 138,600

ERP Operating LP:

6.55% 11/15/01

A3

55,000

54,934

7.1% 6/23/04

A3

100,000

100,495

First Security Capital I 8.41% 12/15/26

A3

50,000

46,525

Ford Motor Credit Co.:

7.5% 3/15/05

A2

140,000

143,482

7.875% 6/15/10

A2

180,000

185,161

GS Escrow Corp. 7% 8/1/03

Ba1

190,000

182,326

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

80,000

78,840

PTC International Finance BV 0% 7/1/07 (e)

B2

860,000

632,100

PTC International Finance II SA 11.25% 12/1/09

B2

85,000

80,750

Qwest Capital Funding, Inc. 7.75% 8/15/06 (g)

Baa1

200,000

207,616

Sprint Capital Corp.:

5.7% 11/15/03

Baa1

40,000

38,331

6.875% 11/15/28

Baa1

220,000

177,890

The Money Store, Inc. 7.3% 12/1/02

A2

100,000

101,423

TXU Eastern Funding:

6.15% 5/15/02

Baa1

60,000

59,025

6.75% 5/15/09

Baa1

120,000

112,614

U.S. West Capital Funding, Inc. 6.875% 7/15/28

Baa1

90,000

79,486

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

100,000

105,260

Verizon Global Funding Corp.:

6.75% 12/1/05 (g)

A1

80,000

80,240

7.75% 12/1/30 (g)

A1

120,000

123,118

3,527,317

Savings & Loans - 0.1%

Home Savings of America FSB 6.5% 8/15/04

A3

90,000

89,456

Long Island Savings Bank FSB 7% 6/13/02

Baa3

140,000

138,866

Sovereign Bancorp, Inc. 6.625% 3/15/01

Ba3

100,000

99,660

327,982

Securities Industry - 0.0%

Amvescap PLC yankee 6.375% 5/15/03

A2

200,000

197,162

TOTAL FINANCE

5,542,449

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Columbia/HCA
Healthcare Corp.:

6.73% 7/15/45

Ba2

$ 210,000

$ 203,438

7.15% 3/30/04

Ba2

125,000

121,719

Fountain View, Inc. 11.25% 4/15/08

Caa1

460,000

188,600

Unilab Corp. 12.75% 10/1/09

B3

150,000

161,250

675,007

INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%

Industrial Machinery & Equipment - 0.2%

Dunlop Standard Aero Holdings PLC 11.875% 5/15/09

B3

430,000

428,925

Roller Bearing Holding, Inc. 0% 6/15/09 (e)(g)

-

500,000

275,000

Tyco International
Group SA:

7% 6/15/28

Baa1

280,000

263,637

yankee 6.375% 6/15/05

Baa1

30,000

29,897

997,459

Pollution Control - 0.1%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

230,000

220,800

7.625% 1/1/06

Ba3

195,000

185,250

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

220,000

173,800

579,850

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

1,577,309

MEDIA & LEISURE - 4.5%

Broadcasting - 3.4%

AMFM Operating, Inc. 12.625% 10/31/06
pay-in-kind

-

257,300

295,895

Ascent Entertainment Group, Inc. 0% 12/15/04 (e)

Ba1

90,000

72,900

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

210,000

197,600

Callahan Nordrhein Westfalen:

0% 7/15/10 (e)(g)

B3

1,050,000

399,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

14% 7/15/10 (g)

B3

$ 170,000

$ 153,000

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 1/15/10 (e)

B2

110,000

63,525

0% 4/1/11 (e)

B2

840,000

493,500

10% 4/1/09

B2

705,000

685,613

Citadel Broadcasting Co.:

9.25% 11/15/08

B3

610,000

587,125

10.25% 7/1/07

B3

985,000

987,463

Clear Channel Communications, Inc. 6.875% 6/15/18

Baa3

320,000

284,730

Comcast UK Cable Partners Ltd. 11.2% 11/15/07

B2

580,000

493,000

CSC Holdings, Inc.:

9.25% 11/1/05

Ba3

55,000

55,275

9.875% 5/15/06

Ba3

140,000

142,800

9.875% 4/1/23

B1

70,000

72,800

10.5% 5/15/16

Ba3

500,000

545,000

Diamond Cable Communications PLC yankee:

0% 2/15/07 (e)

B2

645,000

409,575

11.75% 12/15/05

B2

300,000

262,500

Earthwatch, Inc. 0% 7/15/07 (e)

-

385,000

231,000

EchoStar DBS Corp.:

9.25% 2/1/06

B1

275,000

268,125

9.375% 2/1/09

B1

1,245,000

1,213,875

Fox Family Worldwide, Inc.:

0% 11/1/07 (e)

B1

990,000

767,250

9.25% 11/1/07

B1

195,000

195,000

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 0% 9/15/07 (e)

B2

270,000

232,200

FrontierVision Operating Partners LP/ FrontierVision Capital Corp. 11% 10/15/06

B2

340,000

340,000

Golden Sky DBS, Inc. 0% 3/1/07 (e)

Caa1

835,000

463,425

Golden Sky Systems, Inc. 12.375% 8/1/06

B3

300,000

292,500

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

130,000

111,944

International Cabletel, Inc. Series B, 0% 2/1/06 (e)

B2

220,000

191,400

Knology Holding, Inc. 0% 10/15/07 (e)

-

285,000

59,850

NTL Communications Corp.:

0% 10/1/08 (e)

B3

875,000

490,000

11.5% 10/1/08

B3

340,000

299,200

NTL, Inc. 0% 4/1/08 (e)

B3

935,000

514,250

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

Pegasus Communications Corp. 9.625% 10/15/05

B3

$ 705,000

$ 657,413

Spectrasite Holdings, Inc. 0% 3/15/10 (e)

B3

2,045,000

981,600

TCI Communications, Inc. 9.8% 2/1/12

A3

190,000

216,117

Telemundo Holdings, Inc. 0% 8/15/08 (e)

Caa1

1,475,000

988,250

Telewest Communications PLC 0% 2/1/10 (e)

B1

615,000

276,750

Telewest PLC 11% 10/1/07

B1

520,000

453,700

Time Warner, Inc. 9.125% 1/15/13

Baa1

155,000

180,160

United Pan-Europe Communications NV:

0% 8/1/09 (e)

B2

565,000

175,150

0% 11/1/09 (e)

B2

800,000

242,000

0% 2/1/10 (e)

B2

1,530,000

443,700

10.875% 8/1/09

B2

397,000

254,080

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

35,000

34,925

16,775,165

Entertainment - 0.4%

Mandalay Resort Group:

9.5% 8/1/08

Ba2

95,000

95,000

10.25% 8/1/07

Ba3

390,000

385,125

MGM Mirage, Inc. 8.5% 9/15/10

Baa3

35,000

35,350

Paramount Communications, Inc. 7.5% 1/15/02

A3

110,000

110,603

Park Place Entertainment Corp. 8.875% 9/15/08

Ba2

130,000

130,975

Premier Parks, Inc.:

0% 4/1/08 (e)

B3

1,635,000

1,136,325

9.75% 6/15/07

B3

335,000

323,275

2,216,653

Lodging & Gaming - 0.6%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

560,000

509,600

HMH Properties, Inc. Series B, 7.875% 8/1/08

Ba2

715,000

677,463

Horseshoe Gaming LLC 8.625% 5/15/09

B2

285,000

276,450

ITT Corp. 7.375% 11/15/15

Ba1

245,000

220,500

Station Casinos, Inc. 9.875% 7/1/10

B1

765,000

786,038

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

310,000

308,450

2,778,501

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Publishing - 0.1%

News America
Holdings, Inc.:

7.7% 10/30/25

Baa3

$ 110,000

$ 95,875

7.75% 1/20/24

Baa3

70,000

62,092

8% 10/17/16

Baa3

80,000

72,303

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa1

135,000

146,194

376,464

Restaurants - 0.0%

NE Restaurant, Inc. 10.75% 7/15/08

B3

550,000

330,000

TOTAL MEDIA & LEISURE

22,476,783

NONDURABLES - 0.1%

Foods - 0.1%

ConAgra Foods, Inc. 7.125% 10/1/26

Baa1

115,000

115,459

Del Monte Foods Co. 0% 12/15/07 (e)

Caa1

310,000

229,400

344,859

Tobacco - 0.0%

Philip Morris
Companies, Inc.:

7% 7/15/05

A2

70,000

69,904

7.25% 9/15/01

A2

50,000

49,775

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

100,000

97,357

217,036

TOTAL NONDURABLES

561,895

RETAIL & WHOLESALE - 0.1%

General Merchandise Stores - 0.1%

Dayton Hudson Corp. 7.5% 7/15/06

A2

125,000

130,696

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

100,000

95,975

8.5% 6/15/03

Baa1

50,000

51,053

277,724

SERVICES - 0.1%

Advertising - 0.1%

Lamar Media Corp.:

9.25% 8/15/07

B1

380,000

383,800

9.625% 12/1/06

B1

30,000

31,125

414,925

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

SERVICES - continued

Printing - 0.0%

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

$ 210,000

$ 195,300

TOTAL SERVICES

610,225

TECHNOLOGY - 0.5%

Computers & Office Equipment - 0.1%

Comdisco, Inc.:

6.375% 11/30/01

Baa2

150,000

138,000

7.25% 9/1/02

Baa2

125,000

96,250

Compaq Computer Corp. 7.45% 8/1/02

Baa2

100,000

99,741

Globix Corp. 12.5% 2/1/10

B-

570,000

199,500

533,491

Electronics - 0.4%

ChipPAC International Ltd. 12.75% 8/1/09

B3

470,000

387,750

Details, Inc. 10% 11/15/05

B3

110,000

101,200

Flextronics International Ltd. yankee 9.875% 7/1/10

Ba3

545,000

539,550

Micron Technology, Inc. 6.5% 9/30/05 (k)

B3

1,000,000

820,000

1,848,500

TOTAL TECHNOLOGY

2,381,991

TRANSPORTATION - 0.3%

Air Transportation - 0.0%

Continental Airlines, Inc. pass thru trust certificates Series 1999 2:

Class C1, 7.73% 9/15/12

Baa1

11,310

11,194

Class C2, 7.434% 3/15/06

Baa1

30,000

29,957

Delta Air Lines, Inc.:

7.57% 11/18/10

Aa2

30,000

31,882

8.3% 12/15/29

Baa3

160,000

137,624

Qantas Airways Ltd. 7.75% 6/15/09 (g)

Baa1

110,000

113,223

323,880

Railroads - 0.3%

Canadian National Railway Co. 6.9% 7/15/28

Baa2

150,000

140,201

CSX Corp.:

6.25% 10/15/08

Baa2

60,000

57,430

6.46% 6/22/05

Baa2

100,000

99,488

Kansas City Southern Railway Co. 9.5% 10/1/08 (g)

Ba2

195,000

199,875

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

$ 220,000

$ 223,498

TFM SA de CV 0% 6/15/09 (e)

B1

725,000

538,313

Wisconsin Central Transportation Corp. 6.625% 4/15/08

Baa2

100,000

93,487

1,352,292

TOTAL TRANSPORTATION

1,676,172

UTILITIES - 3.3%

Cellular - 2.5%

AirGate PCS, Inc. 0% 10/1/09 (e)

Caa1

620,000

350,300

Alamosa PCS Holdings, Inc. 0% 2/15/10 (e)

Caa1

740,000

333,000

Crown Castle International Corp. 0% 5/15/11 (e)

B3

935,000

626,450

Dobson Communications Corp. 10.875% 7/1/10

B3

230,000

225,400

Echostar Broadband Corp. 10.375% 10/1/07 (g)

B3

1,440,000

1,418,400

Horizon PCS, Inc. 0% 10/1/10 unit (e)(g)

Caa1

545,000

223,450

Leap Wireless International, Inc. 12.5% 4/15/10

Caa2

100,000

58,000

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

982,000

589,200

Millicom International Cellular SA 0% 6/1/06 (e)

Caa1

1,310,000

1,028,350

Nextel
Communications, Inc.:

0% 10/31/07 (e)

B1

2,760,000

2,028,600

0% 2/15/08 (e)

B1

160,000

114,800

Nextel International, Inc. 12.75% 8/1/10 (g)

Caa1

170,000

136,850

Nextel Partners, Inc.:

11% 3/15/10

B3

120,000

114,600

11% 3/15/10

B3

300,000

286,500

TeleCorp PCS, Inc.:

0% 4/15/09 (e)

B3

890,000

607,425

10.625% 7/15/10

B3

135,000

137,363

Tritel PCS, Inc. 0% 5/15/09 (e)

B3

485,000

329,800

Triton PCS, Inc. 0% 5/1/08 (e)

B3

1,140,000

900,600

US Unwired, Inc. 0% 11/1/09 (e)

Caa1

700,000

301,000

Vodafone Group PLC 7.625% 2/15/05

A2

195,000

201,809

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Cellular - continued

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

B2

$ 1,635,000

$ 1,185,375

10.375% 11/15/09

B2

1,080,000

1,161,000

12,358,272

Electric Utility - 0.4%

AES Corp. 9.375% 9/15/10

Ba1

850,000

869,125

Avon Energy Partners Holdings 6.46% 3/4/08 (g)

Baa2

130,000

121,815

CMS Energy Corp.:

8.375% 7/1/03

Ba3

305,000

303,475

9.875% 10/15/07

Ba3

135,000

140,400

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

25,000

27,023

Hydro-Quebec yankee 8.4% 3/28/25

A2

90,000

101,270

Illinois Power Co. 7.5% 6/15/09

Baa1

60,000

61,456

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (g)

A3

170,000

149,903

yankee 7.875% 12/15/26 (g)

A3

80,000

71,638

Nisource Finance Corp. 7.875% 11/15/10 (g)

Baa2

125,000

131,584

Texas Utilities Co. 6.375% 1/1/08

Baa3

10,000

9,468

1,987,157

Gas - 0.0%

Reliant Energy Resources Corp. 8.125% 7/15/05 (g)

Baa1

50,000

52,006

Sempra Energy 7.95% 3/1/10

A2

40,000

39,580

91,586

Telephone Services - 0.4%

Asia Global Crossing Ltd. 13.375% 10/15/10 (g)

B2

420,000

362,250

AT&T Corp. 6.5% 3/15/29

A2

115,000

91,916

British
Telecommunications PLC:

7.625% 12/15/05

A2

100,000

100,992

8.625% 12/15/30

A2

35,000

35,263

Cable & Wireless Optus Ltd. 8% 6/22/10 (g)

Baa1

100,000

109,636

Intermedia
Communications, Inc.:

0% 7/15/07 (e)

B2

455,000

273,000

0% 3/1/09 (e)

B3

250,000

100,000

8.6% 6/1/08

B2

15,000

10,500

8.875% 11/1/07

B2

25,000

17,500

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Ono Finance PLC 13% 5/1/09

Caa1

$ 185,000

$ 136,900

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

140,000

136,380

Telefonica Europe BV 8.25% 9/15/30

A2

90,000

90,582

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

183,000

181,309

7.7% 7/20/29

Baa1

130,000

129,419

Teligent, Inc. 11.5% 12/1/07

Caa1

890,000

115,700

WorldCom, Inc.:

8% 5/16/06

A3

115,000

117,822

8.875% 1/15/06

A3

103,000

106,395

2,115,564

TOTAL UTILITIES

16,552,579

TOTAL NONCONVERTIBLE BONDS

60,280,940

TOTAL CORPORATE BONDS

(Cost $68,573,403)

62,676,740

U.S. Government and Government Agency Obligations - 2.4%

U.S. Government Agency Obligations - 0.8%

Fannie Mae:

6% 12/15/05

Aaa

85,000

86,003

6% 5/15/08

Aaa

700,000

702,625

6.5% 4/29/09

Aaa

10,000

9,934

7% 7/15/05

Aaa

100,000

104,953

7.25% 1/15/10

Aaa

200,000

217,188

7.25% 5/15/30

Aaa

105,000

119,279

Federal Home Loan Bank 6.75% 2/1/02

Aaa

830,000

838,690

Freddie Mac:

5.5% 5/15/02

Aaa

1,000,000

997,500

5.75% 3/15/09

Aaa

510,000

502,906

6.875% 1/15/05

Aaa

85,000

88,453

6.875% 9/15/10

Aaa

300,000

319,452

7% 7/15/05

Aaa

210,000

220,368

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

4,207,351

U.S. Treasury Obligations - 1.6%

U.S. Treasury Bills, yield at date of purchase 6.16% 1/11/01 (i)

-

1,800,000

1,797,610

U.S. Treasury Bonds:

6.125% 11/15/27

Aaa

685,000

736,485

6.125% 8/15/29

Aaa

149,000

162,061

U.S. Government and Government Agency Obligations - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

U.S. Treasury Obligations - continued

U.S. Treasury Bonds: - continued

6.875% 8/15/25

Aaa

$ 25,000

$ 29,246

8.125% 8/15/19

Aaa

1,530,000

1,977,770

8.875% 2/15/19

Aaa

259,000

355,923

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

100,000

97,234

5.875% 10/31/01

Aaa

700,000

701,309

6.5% 5/31/02

Aaa

180,000

182,700

6.625% 6/30/01

Aaa

952,000

956,163

7% 7/15/06

Aaa

20,000

21,769

7.25% 8/15/04

Aaa

20,000

21,381

7.875% 11/15/04

Aaa

738,000

807,992

TOTAL U.S. TREASURY OBLIGATIONS

7,847,643

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $11,582,859)

12,054,994

U.S. Government Agency - Mortgage
Securities - 2.8%

Fannie Mae - 2.4%

6% 4/1/13 to 1/1/29

Aaa

1,065,609

1,050,891

6.5% 2/1/26 to 12/1/30

Aaa

2,762,062

2,725,711

7% 8/1/25 to 12/1/29

Aaa

2,846,480

2,853,178

7.5% 5/1/24 to 10/1/29

Aaa

1,178,585

1,196,483

7.5% 1/1/31 (h)

Aaa

2,507,000

2,544,605

8% 1/1/31 (h)

Aaa

1,316,000

1,348,900

TOTAL FANNIE MAE

11,719,768

Freddie Mac - 0.0%

7.5% 8/1/28

Aaa

122,639

124,747

Government National Mortgage Association - 0.4%

6.5% 8/15/27

Aaa

564,010

$ 558,545

7% 7/15/28

Aaa

800,700

804,199

7.5% 1/15/26 to 8/15/28

Aaa

709,586

721,961

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

2,084,705

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $13,828,211)

13,929,220

Asset-Backed Securities - 0.3%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Airplanes pass through trust 10.875% 3/15/19

Ba2

$ 335,818

$ 240,110

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

150,000

149,719

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

100,000

99,203

CIT Marine Trust 5.8% 4/15/10

Aaa

120,000

119,475

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

11,367

11,371

CPS Auto Receivables Trust 6% 8/15/03

Aaa

51,234

51,018

CSXT Trade Receivables Master Trust 6% 7/25/04

Aaa

180,000

180,563

DaimlerChrysler Auto Trust 6.7% 6/8/03

Aaa

150,000

150,492

Ford Credit Auto Owner Trust:

6.2% 12/15/02

Aa2

90,000

90,267

6.4% 12/15/02

Aa2

50,000

50,203

7.03% 11/15/03

Aaa

24,000

24,330

Green Tree Financial Corp. 6.8% 6/15/27

Aaa

4,965

4,965

Petroleum Enhanced Trust Receivables Offering Petroleum Trust 7.2788% 2/5/03 (g)(j)

Baa2

37,816

37,716

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

50,000

51,250

UAF Auto Grantor Trust 6.1% 1/15/03 (g)

Aaa

59,450

59,710

TOTAL ASSET-BACKED SECURITIES

(Cost $1,439,588)

1,320,392

Collateralized Mortgage Obligations - 0.1%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC weighted average coupon Series 1997-2 Class 2B, 7.1745% 12/29/25 (g)(j)

Ba3

$ 157,923

$ 77,605

U.S. Government Agency - 0.1%

Fannie Mae:

REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

100,000

96,031

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

100,000

94,852

sequential pay Series 2000-49 Class A,
7.5% 1/1/30

Aaa

174,000

178,568

TOTAL U.S. GOVERNMENT AGENCY

369,451

TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS

(Cost $442,201)

447,056

Commercial Mortgage Securities - 0.5%

CBM Funding Corp. sequential pay Series 1996-1:

Class A3PI, 7.08% 11/1/07

AA

100,000

102,785

Class B, 7.48% 2/1/08

A

80,000

82,947

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1 Class E, 7.47% 1/10/13 (g)(j)

Baa1

220,000

219,983

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

200,000

196,709

Deutsche Mortgage & Asset Receiving Corp. Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

140,000

135,909

First Chicago/Lennar Trust I weighted average coupon Series 1997-CHL1 Class E, 8.0835% 4/1/39 (j)

-

320,000

252,485

FMAC Loan Receivables Trust weighted average coupon:

Series 1997-A Class E, 8.1103% 4/15/19 (g)(j)

-

250,000

100,000

Series 1997-B Class E, 7.8912% 9/15/19 (g)(j)

-

100,000

6,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (g)

Ba1

$ 250,000

$ 233,076

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (g)(j)

Baa3

180,000

170,156

LTC Commercial Mortgage pass through certificates:

Series 1996-1 Class E, 9.16% 4/15/28

BB-

500,000

468,594

Series 1998-1 Class A, 6.029% 5/30/30 (g)

AAA

101,757

99,372

Nomura Asset Securities Corp. weighted average coupon Series 1998-D6 Class A4, 7.3622% 3/17/28 (j)

Baa2

140,000

138,447

Nomura Depositor Trust floater Series 1998-ST1A Class B2, 10.8698% 1/15/03 (g)(j)

-

125,000

116,680

Structured Asset Securities Corp. Series 1996-CFL Class E, 7.75% 2/25/28

AA

80,000

80,769

Thirteen Affiliates of General Growth Properties, Inc. Series 1:

Class D2, 6.992% 12/15/10 (g)

Baa2

140,000

134,832

Class E2, 7.224% 12/15/10 (g)

Baa3

100,000

95,406

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $2,896,940)

2,634,150

Foreign Government and Government Agency Obligations (d) - 0.1%

Chile Republic 6.875% 4/28/09

Baa1

50,000

48,631

Quebec Province 7.5% 9/15/29

A2

340,000

362,848

United Mexican States 9.875% 2/1/10

Baa3

80,000

86,080

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $461,995)

497,559

Supranational Obligations - 0.0%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $149,057)

Aaa

150,000

152,769

Floating Rate Loans - 4.7%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

BASIC INDUSTRIES - 0.4%

Chemicals & Plastics - 0.3%

CP Kelco:

Tranche B term loan 10.0613% 3/31/08 (j)

B1

$ 138,000

$ 133,170

Tranche C term loan 10.3113% 9/30/08 (j)

B1

46,000

44,390

Huntsman ICI Chemicals LLC sr. secured:

Tranche B term loan 9.6403% 6/30/07 (j)

-

189,353

190,299

Tranche C term loan 9.9373% 6/30/08 (j)

-

286,046

287,476

Lyondell Chemical Co. sr. secured Tranche E term loan 10.645% 5/17/06 (j)

-

696,465

706,912

1,362,247

Packaging & Containers - 0.1%

Packaging Corp. of America Tranche B term loan 8.6514% 6/29/07 (j)

-

224,395

224,395

U.S. Can Corp. Tranche B term loan 10.2581% 10/4/08 (j)

-

400,000

402,000

626,395

TOTAL BASIC INDUSTRIES

1,988,642

DURABLES - 0.2%

Consumer Durables - 0.1%

Blount, Inc. Tranche B term loan 10.763% 6/30/06 (j)

B1

298,816

295,828

Home Furnishings - 0.1%

Sealy Mattress Co.:

Tranche B term loan 8.625% 12/15/04 (j)

Ba3

188,825

189,061

Tranche C term loan 8.875% 12/15/05 (j)

Ba3

136,088

136,259

Tranche D term loan 9.125% 12/15/06 (j)

Ba3

173,938

174,155

499,475

TOTAL DURABLES

795,303

ENERGY - 0.1%

Coal - 0.1%

P&L Coal Holdings Corp. Tranche B term loan 8.7673% 6/30/06 (j)

-

579,825

580,549

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

FINANCE - 0.1%

Credit & Other Finance - 0.1%

AES New York Funding Tranche B term loan 9.5625% 5/14/02 (j)

-

$ 500,000

$ 500,000

WCI Capital Corp. Tranche B term loan 11.25% 3/31/07 (j)

B2

200,000

178,000

678,000

HEALTH - 0.3%

Medical Facilities Management - 0.3%

DaVita, Inc. term loan 10.5032% 3/31/06 (j)

Ba2

460,445

456,416

Quest Diagnostics, Inc.:

Tranche B term loan 9.808% 6/15/06 (j)

Ba3

260,450

262,403

Tranche C term loan 10.3703% 6/15/06 (j)

Ba3

239,550

241,347

Unilab Corp. Tranche B term loan 10.5625% 11/23/06 (j)

B1

587,406

591,811

1,551,977

INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%

Pollution Control - 0.1%

Allied Waste North America, Inc.:

Tranche B term loan 9.365% 7/21/06 (j)

Ba3

227,273

215,909

Tranche C term loan 9.6896% 7/21/07 (j)

Ba3

272,727

259,091

475,000

MEDIA & LEISURE - 1.3%

Broadcasting - 1.0%

American Tower L P Tranche B term loan 10.05% 12/31/07 (j)

-

800,000

806,000

Century Cable Holdings LLC Tranche B term loan 9.19% 6/30/09 (j)

-

600,000

594,000

Charter Communication Operating LLC Tranche B term loan 9.26% 3/18/08 (j)

Ba3

1,250,000

1,243,750

Citadel Broadcasting Co. Tranche B term loan 9.875% 6/30/08 (j)

BB-

700,000

701,750

Entravision Communications Corp. Tranche B term loan 9.9375% 12/31/08 (j)

-

400,000

402,500

Floating Rate Loans - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

MEDIA & LEISURE - continued

Broadcasting - continued

Pegasus Media & Communications, Inc. Tranche B term loan 10.1875% 4/30/05 (j)

-

$ 850,000

$ 850,000

Telemundo Group, Inc. Tranche B term loan 8.5631% 3/31/07 (j)

B1

546,480

543,747

5,141,747

Entertainment - 0.2%

Six Flags Theme Park, Inc. Tranche B term loan 9.97% 9/30/05 (j)

Ba2

700,000

707,000

Lodging & Gaming - 0.0%

Starwood Hotels & Resorts Worldwide, Inc. term loan 9.4249% 2/23/03 (j)

-

150,000

150,750

Publishing - 0.1%

PRIMEDIA, Inc. Tranche B term loan 9.45% 7/31/04 (j)

Ba3

546,231

546,914

TOTAL MEDIA & LEISURE

6,546,411

NONDURABLES - 0.2%

Foods - 0.1%

Del Monte Corp. Tranche B term loan 9.5% 3/25/05 (j)

-

673,464

679,357

Tobacco - 0.1%

UST, Inc. Tranche B term loan 9.25% 2/16/05 (j)

A2

299,250

300,372

TOTAL NONDURABLES

979,729

SERVICES - 0.4%

Leasing & Rental - 0.1%

Crown Castle Operating Co. Tranche B term loan 9.39% 3/15/08 (j)

Ba3

800,000

806,000

Services - 0.3%

Iron Mountain, Inc. Tranche B term loan 9.5339% 2/28/06 (j)

-

1,299,000

1,305,495

TOTAL SERVICES

2,111,495

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

TECHNOLOGY - 0.1%

Electronic Instruments - 0.1%

Acterna LLC Tranche B term loan 9.6881% 9/30/07 (j)

-

$ 304,039

$ 304,039

UTILITIES - 1.5%

Cellular - 1.3%

Cook Inlet/Voicestream Operating Co. LLC Tranche B term loan 10.5% 12/31/08 (j)

B2

1,000,000

1,010,000

Microcell Telecommunications, Inc. Tranche E term loan 9.8613% 3/1/06 (j)

-

500,000

500,000

Nextel Finance Co.:

Tranche B term loan 10.1875% 6/30/08 (j)

Ba2

650,000

650,000

Tranche C term loan 10.4375% 12/31/08 (j)

Ba2

650,000

650,000

Tritel Holding Corp. Tranche B term loan 11.2138% 12/31/07 (j)

B2

750,000

757,500

Triton PCS, Inc. Tranche B term loan 9.6875% 2/4/07 (j)

-

1,150,000

1,158,625

VoiceStream PCS Holding LLC Tranche B term loan 9.64% 2/25/09 (j)

B+

1,000,000

987,500

Western Wireless Corp.:

Tranche A term loan 8.535% 3/31/08 (j)

Ba2

400,000

396,000

Tranche B term loan 9.535% 9/30/08 (j)

Ba2

450,000

452,250

6,561,875

Telephone Services - 0.2%

Global Crossing Holdings Ltd. Tranche B term loan 9.28% 6/30/06 (j)

-

500,000

502,500

McLeodUSA, Inc. Tranche B term loan 9.21% 5/31/08 (j)

Ba2

300,000

300,000

802,500

TOTAL UTILITIES

7,364,375

TOTAL FLOATING RATE LOANS

(Cost $23,430,960)

23,375,520

Commercial Paper - 0.0%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

British Telecom PLC 6.8525% 10/9/01 (j)
(Cost $249,620)

$ 250,000

$ 249,994

Money Market Funds - 5.7%

Shares

Fidelity Cash Central Fund, 6.53% (c)

19,713,790

19,713,790

Fidelity Money Market Central Fund, 6.71% (c)

6,797,743

6,797,743

Fidelity Securities Lending Cash Central Fund, 6.61% (c)

1,641,999

1,641,999

TOTAL MONEY MARKET FUNDS

(Cost $28,153,532)

28,153,532

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $489,305,618)

499,323,517

NET OTHER ASSETS - (0.3)%

(1,618,571)

NET ASSETS - 100%

$ 497,704,946

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

56 S&P 500
Stock Index Contracts

March 2001

$ 18,690,000

$ (835,903)

The face value of futures purchased as a percentage of net assets - 3.8%

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings
of the sovereign credit of the issuing government.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(g) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $7,705,398 or 1.5% of
net assets.

(h) Security purchased on a delayed delivery or when-issued basis.

(i) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,797,610.

(j) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Micron Technology, Inc. 6.5% 9/30/05

11/1/99

$ 787,500

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

6.2%

AAA, AA, A

5.5%

Baa

1.7%

BBB

1.5%

Ba

3.2%

BB

2.9%

B

7.8%

B

7.6%

Caa

1.4%

CCC

1.1%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 2.3%. FMR has determined that unrated debt securities that are lower quality account for 2.3% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $757,557,256 and $778,926,390, respectively, of which long-term U.S. government and government agency obligations aggregated $39,859,962 and $50,715,388, respectively.

On July 25, 2000, the fund transferred substantially all of its money market investments to Fidelity Money Market Central Fund in exchange for shares of this fund.

The market value of futures contracts opened and closed during the period amounted to $134,978,146 and $122,401,567, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $25,866 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $820,000 or 0.2% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $1,501,003. The fund received cash collateral of $1,641,999 which was invested in cash equivalents.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $489,364,119. Net unrealized appreciation aggregated $9,959,398, of which $60,983,224 related to appreciated investment securities and $51,023,826 related to depreciated investment securities.

The fund hereby designates approximately $41,559,000 as a capital gain dividend for the purpose of the dividend paid deduction.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $489,305,618) -
See accompanying schedule

$ 499,323,517

Cash

40,327

Receivable for investments sold

2,553,337

Receivable for fund shares sold

537,581

Dividends receivable

313,911

Interest receivable

1,765,917

Other receivables

3,665

Total assets

504,538,255

Liabilities

Payable for investments purchased
Regular delivery

$ 514,844

Delayed delivery

4,063,752

Payable for fund shares redeemed

62,956

Accrued management fee

240,136

Distribution fees payable

1,591

Payable for daily variation on
futures contracts

254,800

Other payables and
accrued expenses

53,231

Collateral on securities loaned,
at value

1,641,999

Total liabilities

6,833,309

Net Assets

$ 497,704,946

Net Assets consist of:

Paid in capital

$ 456,659,883

Undistributed net investment income

15,347,357

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

16,515,667

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

9,182,039

Net Assets

$ 497,704,946

Initial Class:
Net Asset Value, offering price
and redemption price per share ($482,165,063
÷ 33,461,979
shares)

$14.41

Service Class:
Net Asset Value, offering price
and redemption price per share
($12,449,087
÷ 869,523
shares)

$14.32

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($3,090,796
÷ 216,184
shares)

$14.30

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 4,516,798

Interest

13,595,252

Security lending

14,759

Total income

18,126,809

Expenses

Management fee

$ 3,168,623

Transfer agent fees

361,328

Distribution fees

15,027

Accounting and security lending fees

195,107

Non-interested trustees' compensation

1,869

Custodian fees and expenses

31,840

Registration fees

247

Audit

27,096

Legal

4,175

Miscellaneous

39,184

Total expenses before reductions

3,844,496

Expense reductions

(58,334)

3,786,162

Net investment income

14,340,647

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

19,764,551

Foreign currency transactions

(1,431)

Futures contracts

(3,033,763)

16,729,357

Change in net unrealized appreciation (depreciation) on:

Investment securities

(101,807,387)

Assets and liabilities in
foreign currencies

42

Futures contracts

(871,166)

(102,678,511)

Net gain (loss)

(85,949,154)

Net increase (decrease) in net assets resulting from operations

$ (71,608,507)

Other Information

Expense reductions
Directed brokerage arrangements

$ 47,254

Custodian credits

11,080

$ 58,334

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 14,340,647

$ 13,100,308

Net realized gain (loss)

16,729,357

48,664,911

Change in net unrealized appreciation (depreciation)

(102,678,511)

17,820,079

Net increase (decrease) in net assets resulting from operations

(71,608,507)

79,585,298

Distributions to shareholders
From net investment income

(11,727,781)

(12,766,102)

From net realized gain

(47,570,525)

(21,173,047)

Total distributions

(59,298,306)

(33,939,149)

Share transactions - net increase (decrease)

37,231,520

13,695,216

Total increase (decrease) in net assets

(93,675,293)

59,341,365

Net Assets

Beginning of period

591,380,239

532,038,874

End of period (including undistributed net investment income of $15,347,357 and $13,084,201, respectively)

$ 497,704,946

$ 591,380,239

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

3,923,103

$ 63,060,473

3,532,899

$ 59,442,839

Reinvested

3,619,549

58,129,957

2,100,108

33,706,735

Redeemed

(5,674,304)

(91,790,709)

(5,095,721)

(86,190,044)

Net increase (decrease)

1,868,348

$ 29,399,721

537,286

$ 6,959,530

Service Class
Sold

313,089

$ 5,014,523

451,433

$ 7,507,627

Reinvested

72,504

1,157,887

14,544

232,414

Redeemed

(108,353)

(1,714,212)

(60,280)

(1,004,355)

Net increase (decrease)

277,240

$ 4,458,198

405,697

$ 6,735,686

Service Class 2 A
Sold

230,119

$ 3,591,200

Reinvested

655

10,461

Redeemed

(14,590)

(228,060)

Net increase (decrease)

216,184

$ 3,373,601

Distributions
From net investment income
Initial Class

$ 11,501,649

$ 12,678,680

Service Class

224,107

87,422

Service Class 2 A

2,025

-

Total

$ 11,727,781

$ 12,766,102

From net realized gain
Initial Class

$ 46,628,308

$ 21,028,055

Service Class

933,781

144,992

Service Class 2 A

8,436

-

Total

$ 47,570,525

$ 21,173,047

$ 59,298,306

$ 33,939,149

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 18.38

$ 17.03

$ 16.36

$ 13.10

$ 11.77

Income from Investment Operations

Net investment income

.42 D

.40 D

.41 D

.36 D

.21

Net realized and unrealized gain (loss)

(2.52)

2.04

2.19

2.92

2.08

Total from investment operations

(2.10)

2.44

2.60

3.28

2.29

Less Distributions

From net investment income

(.37)

(.41)

(.34)

-

(.21)

From net realized gain

(1.50)

(.68)

(1.59)

(.02)

(.75)

Total distributions

(1.87)

(1.09)

(1.93)

(.02)

(.96)

Net asset value, end of period

$ 14.41

$ 18.38

$ 17.03

$ 16.36

$ 13.10

Total Return B, C

(12.47)%

15.26%

17.57%

25.07%

20.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 482,165

$ 580,555

$ 528,874

$ 483,231

$ 253,024

Ratio of expenses to average net assets

.69%

.71%

.73%

.77%

.87%

Ratio of expenses to average net assets after expense reductions

.68% F

.70% F

.72% F

.76% F

.85% F

Ratio of net investment income to average net assets

2.61%

2.38%

2.60%

2.44%

2.63%

Portfolio turnover rate

147%

92%

98%

90%

120%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 18.28

$ 16.96

$ 16.35

$ 15.94

Income from Investment Operations

Net investment income D

.40

.38

.40

.07

Net realized and unrealized gain (loss)

(2.50)

2.03

2.14

.34

Total from investment operations

(2.10)

2.41

2.54

.41

Less Distributions

From net investment income

(.36)

(.41)

(.34)

-

From net realized gain

(1.50)

(.68)

(1.59)

-

Total distributions

(1.86)

(1.09)

(1.93)

-

Net asset value, end of period

$ 14.32

$ 18.28

$ 16.96

$ 16.35

Total Return B, C

(12.54)%

15.13%

17.18%

2.57%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 12,449

$ 10,825

$ 3,165

$ 10

Ratio of expenses to average net assets

.80%

.82%

.89%

.87% A

Ratio of expenses to average net assets after expense reductions

.79% F

.81% F

.88% F

.87% A

Ratio of net investment income to average net assets

2.50%

2.27%

2.65%

2.70% A

Portfolio turnover rate

147%

92%

98%

90%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 17.78

Income from Investment Operations

Net investment income C

.34

Net realized and unrealized gain (loss)

(1.96)

Total from investment operations

(1.62)

Less Distributions

From net investment income

(.36)

From net realized gain

(1.50)

Total distributions

(1.86)

Net asset value, end of period

$ 14.30

Total Return B, F

(10.21)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 3,091

Ratio of expenses to average net assets

.97% A

Ratio of expenses to average net assets after expense reductions

.95% A, E

Ratio of net investment income to average net assets

2.33% A

Portfolio turnover rate

147%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

F The total return would have been lower had certain expenses not been reduced during the period shown.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Balanced -
Service Class

-4.38%

9.50%

10.23%

Fidelity Balanced 60/40 Composite

-1.00%

13.78%

16.31%

S&P 500

-9.10%

18.33%

21.35%

LB Aggregate Bond

11.63%

6.46%

8.40%

Average annual total returns take the fund's cumulative return and show what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Fidelity Balanced 60/40 Composite Index - a hypothetical combination of unmanaged indices using a weighting of 60% equity and 40% bond. The composite index combines the total returns of the Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Balanced Portfolio - Service Class on January 3, 1995, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $17,937 - a 79.37% increase on the initial investment. For comparison, look at how both the Standard & Poor's 500 Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the Standard & Poor's 500 Index would have grown to $31,921 - a 219.21% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $16,224 - a 62.24% increase. You can also look at how the Fidelity Balanced 60/40 Composite Index did over the same period. With dividends and interest, if any, reinvested, the same $10,000 would have grown to $24,741 - a 147.41% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's net assets

General Electric Co.

3.5

Exxon Mobil Corp.

1.6

American International Group, Inc.

1.6

Bristol-Myers Squibb Co.

1.5

Pfizer, Inc.

1.4

Top Five Market Sectors as of December 31, 2000

% of fund's net assets

Finance

14.8

Technology

11.5

Health

8.9

Utilities

7.9

Media & Leisure

5.9

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks

56.0%

Bonds

40.2%

Short-Term Investments and Net Other Assets

3.6%

Other Investments

0.2%



* Foreign investments 3.8%

Annual Report

Fidelity Variable Insurance Products: Balanced Portfolio

Fund Talk: The Managers' Overview

(automated graphic)   (automated graphic)   

An interview with John Avery (right), Lead Portfolio Manager of Balanced Portfolio, and Kevin Grant, manager for fixed-income investments

Q. How did the fund perform, John?

J.A. For the 12-month period that ended December 31, 2000, the fund underperformed the Fidelity Balanced 60/40 Composite Index, which returned -1.00%.

Q. Why did the fund fail to keep pace with its index during the past year?

J.A. Poor positioning among utility stocks hurt relative performance. We paid the price for holding sizable stakes in traditional telecommunications providers, including AT&T, and wireless stocks, such as Motorola, that experienced precipitous declines. We also missed much of the dramatic upswing in electric and gas utilities, which benefited from strong demand and volatility in the marketplace. Disappointing security selection among technology stocks and various retailers further hurt performance.

Q. What can you tell us about your asset allocation strategy during the period?

J.A. I maintained a fairly neutral equity weighting in the fund throughout the period. At times, I employed other asset classes, such as convertible securities and high-yield bonds, to gain further exposure to the movements of stocks. I used convertibles early in the period as an indirect, less volatile way to participate in some of the technology names I liked. These securities also afforded us downside protection when the equivalent stocks collapsed during the spring. Conversely, it was a mistake to include high-yield bonds in the fund during the period, as prices of these securities plunged to recession levels in response to declining credit quality and poor liquidity. By allocating part of the bond subportfolio to high yield - an asset class not represented in the index - we were left underexposed to investment-grade debt, which performed well during the period.

Q. How did some of your moves on a sector level play out for the fund?

J.A. Although our tech exposure hurt quite a bit on an absolute basis, scaling back on many of our highly valued tech stocks before they collapsed helped relative returns. Unfortunately, any advantage we gained from underweighting laggards such as Microsoft and America Online, we lost due to untimely trading of weak performers, such as Intel and Dell. Similarly, the fund's retail holdings, namely Home Depot and Wal-Mart, headed south behind a slowdown in consumer spending. On a more positive note, assuming a more defensive posture late in the period helped, as tech investors sought shelter in areas of the market that could best weather an economic downturn. Our stake in consumer nondurables, particularly Philip Morris, rebounded nicely during the period. We also were rewarded for emphasizing higher-growth financials, such as American International Group and Fannie Mae, which are generally less credit-sensitive and more capable of generating above-average returns.

Q. Turning to you, Kevin, how did the bond portion of the fund fare?

K.G. The fund's investment-grade holdings had a particularly strong period. Favorable security selection helped drive performance and ensure the success of the fund's bond subportfolio relative to the Lehman Brothers Aggregate Bond Index. Of particular note was the fund's positioning in Treasuries, which outperformed all spread sectors - corporate, mortgage and agency securities - during the period. Treasuries doubly benefited from volatility in the equity markets and the U.S. Treasury's decision to repurchase outstanding debt as a result of the growing federal surplus. Even though we were underweighted relative to the Lehman Brothers index, we gained ground by adding long-term Treasuries and callable Treasuries in advance of the buybacks. My emphasis on discount mortgage securities further benefited performance in light of strong housing turnover. Owning the right agencies also helped, as these securities rebounded from their lows earlier in the period. Finally, improving the diversification of our corporate holdings helped us avoid many of the major credit blowups that pervaded the 12-month period.

Q. John, what's your outlook?

J.A. There's still a lot of uncertainty surrounding the direction of the economy, which tells me that it's still a time to play defense rather than offense. Right now, the equity portion of the fund is defensively positioned for further slowing in the economy, a posture that has worked out well for us in recent months. In the near term, I think earnings disappointments could continue to weigh heavily on the market even if the Fed does cut interest rates. So, until I feel strongly that fundamentals are going to get either a lot better or a lot worse, I'll avoid making any big bets and continue to add value from the bottom up.

The views expressed in this report reflect those of the portfolio managers only through the end of the period of the report as stated on the cover. The managers' views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks income and capital growth consistent with reasonable risk by investing in a diversified portfolio of stocks and bonds

Start date: January 3, 1995

Size: as of December 31, 2000, more than $283 million

Manager: John Avery, since 1998, and Kevin Grant, since 1996; John Avery joined Fidelity in 1995; Kevin Grant joined Fidelity in 1993

3

Annual Report

Fidelity Variable Insurance Products: Balanced Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 55.4%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.7%

Aerospace & Defense - 0.4%

BFGoodrich Co.

11,100

$ 403,763

Boeing Co.

13,700

904,200

1,307,963

Ship Building & Repair - 0.3%

General Dynamics Corp.

9,700

756,600

TOTAL AEROSPACE & DEFENSE

2,064,563

BASIC INDUSTRIES - 2.0%

Chemicals & Plastics - 1.4%

Dow Chemical Co.

27,700

1,014,513

E.I. du Pont de Nemours and Co.

24,204

1,169,356

Pharmacia Corp.

9,400

573,400

Praxair, Inc.

23,400

1,038,375

3,795,644

Metals & Mining - 0.2%

Alcoa, Inc.

19,000

636,500

Paper & Forest Products - 0.4%

International Paper Co.

13,400

546,888

Kimberly-Clark Corp.

9,600

678,624

1,225,512

TOTAL BASIC INDUSTRIES

5,657,656

CONSTRUCTION & REAL ESTATE - 0.3%

Building Materials - 0.3%

Masco Corp.

29,100

747,506

DURABLES - 0.8%

Autos, Tires, & Accessories - 0.5%

AutoNation, Inc.

3,700

22,200

Danaher Corp.

12,600

861,525

TRW, Inc.

10,200

395,250

1,278,975

Consumer Electronics - 0.3%

General Motors Corp. Class H

24,200

556,600

Maytag Corp.

12,200

394,213

950,813

TOTAL DURABLES

2,229,788

ENERGY - 4.1%

Energy Services - 1.2%

Baker Hughes, Inc.

14,200

590,188

Diamond Offshore Drilling, Inc.

13,300

532,000

Halliburton Co.

14,600

529,250

Nabors Industries, Inc. (a)

9,400

556,010

Schlumberger Ltd. (NY Shares)

14,900

1,191,069

3,398,517

Shares

Value (Note 1)

Oil & Gas - 2.9%

Burlington Resources, Inc.

15,000

$ 757,500

Chevron Corp.

7,300

616,394

Conoco, Inc. Class B

27,200

787,100

Exxon Mobil Corp.

53,366

4,639,507

Royal Dutch Petroleum Co. (NY Shares)

21,400

1,296,038

8,096,539

TOTAL ENERGY

11,495,056

FINANCE - 10.0%

Banks - 1.5%

Bank of America Corp.

10,400

477,100

Bank of New York Co., Inc.

41,700

2,301,319

Chase Manhattan Corp.

28,900

1,313,144

4,091,563

Credit & Other Finance - 2.1%

American Express Co.

50,600

2,779,838

Citigroup, Inc.

63,100

3,222,044

6,001,882

Federal Sponsored Credit - 2.3%

Fannie Mae

38,500

3,339,875

Freddie Mac

46,500

3,202,688

6,542,563

Insurance - 2.3%

AFLAC, Inc.

11,000

794,063

Allstate Corp.

12,800

557,600

American International Group, Inc.

45,450

4,479,666

Hartford Financial Services Group, Inc.

8,400

593,250

6,424,579

Securities Industry - 1.8%

Bear Stearns Companies, Inc.

7,700

390,294

Charles Schwab Corp.

40,150

1,139,256

Merrill Lynch & Co., Inc.

17,100

1,166,006

Morgan Stanley Dean Witter & Co.

31,300

2,480,525

5,176,081

TOTAL FINANCE

28,236,668

HEALTH - 8.6%

Drugs & Pharmaceuticals - 6.7%

Allergan, Inc.

5,700

551,831

American Home Products Corp.

20,800

1,321,840

Amgen, Inc. (a)

8,000

511,500

Bristol-Myers Squibb Co.

56,400

4,170,075

Eli Lilly & Co.

20,900

1,945,006

Merck & Co., Inc.

33,200

3,108,350

Pfizer, Inc.

86,000

3,956,000

Schering-Plough Corp.

60,800

3,450,400

19,015,002

Medical Equipment & Supplies - 1.9%

Abbott Laboratories

11,000

532,813

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Equipment & Supplies - continued

Becton, Dickinson & Co.

12,300

$ 425,888

Cardinal Health, Inc.

4,600

458,275

Guidant Corp. (a)

8,600

463,863

Johnson & Johnson

12,000

1,260,750

McKesson HBOC, Inc.

13,300

477,337

Medtronic, Inc.

17,000

1,026,375

Millipore Corp.

9,600

604,800

5,250,101

TOTAL HEALTH

24,265,103

INDUSTRIAL MACHINERY & EQUIPMENT - 4.6%

Electrical Equipment - 3.5%

General Electric Co.

206,400

9,894,280

Industrial Machinery & Equipment - 1.1%

Caterpillar, Inc.

17,500

827,969

Illinois Tool Works, Inc.

7,900

470,544

Ingersoll-Rand Co.

9,500

397,813

Tyco International Ltd.

28,270

1,568,985

3,265,311

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

13,159,591

MEDIA & LEISURE - 2.7%

Broadcasting - 0.7%

AT&T Corp. - Liberty Media Group Class A (a)

44,000

596,750

Cable Satisfaction International, Inc. warrants 3/1/10 (a)

200

2

Infinity Broadcasting Corp. Class A (a)

32,300

902,381

NTL, Inc. warrants 10/14/08 (a)

199

3,781

Time Warner, Inc.

8,108

423,562

UIH Australia/Pacific, Inc. warrants 5/15/06 (a)

150

150

1,926,626

Entertainment - 1.2%

MGM Mirage, Inc.

12,500

352,344

Viacom, Inc. Class B (non-vtg.) (a)

56,389

2,636,186

Walt Disney Co.

15,500

448,531

3,437,061

Publishing - 0.6%

McGraw-Hill Companies, Inc.

31,600

1,852,550

Restaurants - 0.2%

McDonald's Corp.

13,000

442,000

TOTAL MEDIA & LEISURE

7,658,237

Shares

Value (Note 1)

NONDURABLES - 3.9%

Beverages - 1.3%

Anheuser-Busch Companies, Inc.

33,700

$ 1,533,350

The Coca-Cola Co.

35,900

2,187,656

3,721,006

Foods - 0.5%

PepsiCo, Inc.

18,300

906,994

Quaker Oats Co.

3,700

360,288

1,267,282

Household Products - 1.1%

Colgate-Palmolive Co.

12,100

781,055

Gillette Co.

27,500

993,438

Procter & Gamble Co.

18,600

1,458,938

3,233,431

Tobacco - 1.0%

Philip Morris Companies, Inc.

67,400

2,965,600

TOTAL NONDURABLES

11,187,319

RETAIL & WHOLESALE - 1.9%

Apparel Stores - 0.3%

Gap, Inc.

22,700

578,850

Mothers Work, Inc. (a)(j)

3

30

The Limited, Inc.

13,000

221,813

800,693

Drug Stores - 0.3%

Walgreen Co.

20,200

844,613

General Merchandise Stores - 0.8%

Costco Wholesale Corp. (a)

10,200

407,363

Kohls Corp. (a)

2,400

146,400

Wal-Mart Stores, Inc.

34,600

1,838,125

2,391,888

Retail & Wholesale, Miscellaneous - 0.5%

Home Depot, Inc.

28,950

1,322,653

TOTAL RETAIL & WHOLESALE

5,359,847

SERVICES - 0.7%

Advertising - 0.5%

Omnicom Group, Inc.

17,200

1,425,450

Leasing & Rental - 0.0%

ANC Rental Corp. (a)

462

1,617

Services - 0.2%

Ecolab, Inc.

14,600

630,538

TOTAL SERVICES

2,057,605

TECHNOLOGY - 11.1%

Communications Equipment - 2.5%

CIENA Corp. (a)

5,300

430,625

Cisco Systems, Inc. (a)

101,300

3,874,725

Comverse Technology, Inc. (a)

8,100

879,863

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Communications Equipment - continued

Corning, Inc.

13,500

$ 712,969

Nokia AB sponsored ADR

9,900

430,650

Nortel Networks Corp.

19,900

638,044

6,966,876

Computer Services & Software - 4.0%

America Online, Inc. (a)

20,850

725,580

Ariba, Inc. (a)

5,700

305,663

Automatic Data Processing, Inc.

8,600

544,488

BEA Systems, Inc. (a)

17,000

1,144,313

BMC Software, Inc. (a)

26,400

369,600

Cadence Design Systems, Inc. (a)

10,900

299,750

Computer Associates International, Inc.

16,800

327,600

DecisionOne Corp. (a)

583

6

DecisionOne Corp.:

Class A warrants 4/18/07 (a)

342

0

Class B warrants 4/18/07 (a)

590

0

Class C warrants 4/18/07 (a)

350

0

Microsoft Corp. (a)

80,200

3,478,675

Oracle Corp. (a)

78,600

2,284,313

Sonus Networks, Inc.

16,100

406,525

Synopsys, Inc. (a)

13,900

659,381

VERITAS Software Corp. (a)

5,600

490,000

Yahoo!, Inc. (a)

7,400

222,463

11,258,357

Computers & Office Equipment - 2.2%

Compaq Computer Corp.

19,000

285,950

Dell Computer Corp. (a)

30,300

528,356

EMC Corp. (a)

39,000

2,593,500

International Business Machines Corp.

17,100

1,453,500

Sun Microsystems, Inc. (a)

55,000

1,533,125

6,394,431

Electronic Instruments - 1.0%

Agilent Technologies, Inc. (a)

100

5,475

Applied Materials, Inc. (a)

14,400

549,900

KLA-Tencor Corp. (a)

13,000

437,938

Novellus Systems, Inc. (a)

14,100

506,719

Teradyne, Inc. (a)

23,700

882,825

Thermo Electron Corp. (a)

15,100

449,225

2,832,082

Electronics - 1.4%

Insilco Corp. warrants 8/15/07 (a)

60

0

Intel Corp.

40,300

1,211,519

Intersil Holding Corp. Class A

11,900

272,956

Micron Technology, Inc. (a)

25,800

915,900

Shares

Value (Note 1)

NVIDIA Corp. (a)

14,600

$ 478,378

Texas Instruments, Inc.

21,900

1,037,513

3,916,266

TOTAL TECHNOLOGY

31,368,012

TRANSPORTATION - 0.2%

Railroads - 0.2%

Union Pacific Corp.

11,700

593,775

UTILITIES - 3.8%

Cellular - 0.6%

Leap Wireless International, Inc. warrants 4/15/10 (a)(f)

265

530

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

290

435

warrants 1/15/07 (CV ratio .6) (a)

50

100

McCaw International Ltd. warrants 4/16/07 (a)(f)

290

2,900

Nextel Communications, Inc. Class A (a)

23,400

579,150

Sprint Corp. - PCS Group Series 1 (a)

30,300

619,256

VoiceStream Wireless Corp. (a)

5,600

563,500

1,765,871

Electric Utility - 0.4%

AES Corp. (a)

21,800

1,207,175

Gas - 0.8%

Dynegy, Inc. Class A

18,800

1,053,975

Enron Corp.

12,900

1,072,313

2,126,288

Telephone Services - 2.0%

AT&T Corp.

15,604

270,144

BellSouth Corp.

33,900

1,387,781

KMC Telecom Holdings, Inc. warrants 4/15/08 (a)(f)

70

140

Ono Finance PLC rights 5/31/09 (a)(f)

210

1,260

Qwest Communications International, Inc. (a)

23,700

971,700

SBC Communications, Inc.

52,270

2,495,893

Verizon Communications

9,700

486,213

5,613,131

TOTAL UTILITIES

10,712,465

TOTAL COMMON STOCKS

(Cost $129,556,326)

156,793,191

Preferred Stocks - 0.6%

Shares

Value (Note 1)

Convertible Preferred Stocks - 0.1%

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

Earthwatch, Inc. Series C, $0.2975 (f)

5,645

$ 1,411

MediaOne Group, Inc. (Vodafone Group PLC) $3.63 PIES

4,700

380,700

382,111

Nonconvertible Preferred Stocks - 0.5%

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II $88.75

50

49,966

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Fresenius Medical Care Capital Trust II $7.875

255

245,302

MEDIA & LEISURE - 0.4%

Broadcasting - 0.2%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

6,265

651,560

Publishing - 0.2%

PRIMEDIA, Inc.:

$9.20

4,535

353,730

Series D, $10.00

600

49,200

402,930

TOTAL MEDIA & LEISURE

1,054,490

UTILITIES - 0.0%

Telephone Services - 0.0%

Intermedia Communications, Inc.
Series B, $135.00 pay-in-kind

3

1,500

TOTAL NONCONVERTIBLE PREFERRED STOCKS

1,351,258

TOTAL PREFERRED STOCKS

(Cost $1,721,932)

1,733,369

Corporate Bonds - 15.9%

Moody's Ratings
(unaudited) (b)

Principal Amount

Convertible Bonds - 0.6%

HEALTH - 0.2%

Drugs & Pharmaceuticals - 0.2%

Roche Holdings, Inc. 0% 1/19/15 (f)

-

$ 851,000

744,455

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

Liberty Media Corp. 3.75% 2/15/30 (f)

Baa3

$ 481,000

$ 273,569

TECHNOLOGY - 0.2%

Computer Services & Software - 0.0%

Cyras Systems, Inc. 4.5% 8/15/05 (f)

-

50,000

58,500

Computers & Office Equipment - 0.2%

Juniper Networks, Inc. 4.75% 3/15/07

B-

470,000

477,346

TOTAL TECHNOLOGY

535,846

UTILITIES - 0.1%

Cellular - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10 (f)

B1

308,000

222,915

TOTAL CONVERTIBLE BONDS

1,776,785

Nonconvertible Bonds - 15.3%

AEROSPACE & DEFENSE - 0.1%

Defense Electronics - 0.1%

Raytheon Co. 7.9% 3/1/03

Baa2

240,000

246,103

BASIC INDUSTRIES - 0.3%

Chemicals & Plastics - 0.2%

Huntsman Corp.:

9.5% 7/1/07 (f)

B2

430,000

253,700

9.5% 7/1/07 (f)

B2

170,000

100,300

Lyondell Chemical Co. 10.875% 5/1/09

B2

160,000

150,400

504,400

Paper & Forest Products - 0.1%

Fort James Corp. 6.625% 9/15/04

Baa3

45,000

41,914

Repap New Brunswick, Inc. yankee 10.625% 4/15/05

Ba2

230,000

236,900

278,814

TOTAL BASIC INDUSTRIES

783,214

CONSTRUCTION & REAL ESTATE - 1.2%

Building Materials - 0.1%

American Standard, Inc. 7.375% 2/1/08

Ba2

310,000

292,175

Real Estate - 0.2%

Duke Realty LP 7.3% 6/30/03

Baa1

500,000

506,550

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Nonconvertible Bonds - continued

CONSTRUCTION & REAL ESTATE - continued

Real Estate Investment Trusts - 0.9%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

$ 100,000

$ 97,815

Equity Office Properties Trust:

6.5% 1/15/04

Baa1

1,000,000

986,950

6.625% 2/15/05

Baa1

200,000

196,962

6.75% 2/15/08

Baa1

100,000

96,915

ProLogis Trust 6.7% 4/15/04

Baa1

70,000

69,721

Spieker Properties LP:

6.8% 5/1/04

Baa2

90,000

89,893

6.875% 2/1/05

Baa2

1,000,000

994,020

2,532,276

TOTAL CONSTRUCTION & REAL ESTATE

3,331,001

DURABLES - 0.1%

Textiles & Apparel - 0.1%

Levi Strauss & Co. 6.8% 11/1/03

Ba3

200,000

170,000

ENERGY - 0.5%

Coal - 0.0%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

135,000

134,325

Energy Services - 0.0%

R&B Falcon Corp. 12.25% 3/15/06

Ba3

100,000

118,000

Oil & Gas - 0.5%

Anadarko Petroleum Corp. 7.2% 3/15/29

Baa1

385,000

378,921

Apache Corp. 7.7% 3/15/26

A3

65,000

66,944

Apache Finance Property Ltd. 6.5% 12/15/07

A3

100,000

99,106

Chesapeake Energy Corp. Series B, 9.625% 5/1/05

B2

345,000

353,625

Ocean Energy, Inc. 7.625% 7/1/05

Ba1

190,000

183,350

Texas Eastern Transmission Corp. 7.3% 12/1/10

A2

185,000

192,531

1,274,477

TOTAL ENERGY

1,526,802

FINANCE - 4.8%

Banks - 1.5%

ABN-Amro Bank NV, Chicago 6.625% 10/31/01

A1

500,000

501,890

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Bank of America Corp. 7.8% 2/15/10

Aa3

$ 100,000

$ 104,195

Bank One Capital III 8.75% 9/1/30

Aa3

200,000

195,538

Bank One Corp. 7.875% 8/1/10

A1

400,000

416,732

BankAmerica Corp. 5.875% 2/15/09

Aa2

500,000

463,770

BankBoston Corp. 6.625% 2/1/04

A3

200,000

201,026

Barclays Bank PLC yankee:

5.95% 7/15/01

A1

350,000

349,433

8.55% 9/29/49 (e)(f)

Aa2

345,000

360,232

Capital One Bank 6.375% 2/15/03

Baa2

250,000

244,135

Capital One Financial Corp. 7.125% 8/1/08

Baa3

210,000

191,759

FleetBoston Financial Corp. 7.25% 9/15/05

A2

275,000

284,474

Korea Development Bank:

6.625% 11/21/03

Baa2

170,000

166,906

7.375% 9/17/04

Baa2

160,000

160,037

MBNA Corp.:

6.34% 6/2/03

Baa2

100,000

97,859

6.875% 11/15/02

Baa2

300,000

300,183

Royal Bank of Scotland Group PLC 9.118% 3/31/49

A1

200,000

217,584

Summit Bancorp 8.625% 12/10/02

A3

100,000

103,555

4,359,308

Credit & Other Finance - 3.1%

Abbey National Capital Trust I 8.963% 12/29/49 (e)

Aa3

270,000

278,543

Ahmanson Capital Trust I 8.36% 12/1/26 (f)

A3

250,000

233,670

Associates Corp. of North America 6% 7/15/05

Aa3

250,000

246,415

Citigroup, Inc. 7.25% 10/1/10

Aa3

400,000

413,252

Daimler-Chrysler NA Holding Corp. Series B, 6.59% 6/18/02

A2

100,000

99,433

ERP Operating LP:

6.55% 11/15/01

A3

50,000

49,940

7.1% 6/23/04

A3

200,000

200,990

Ford Motor Credit Co.:

7.5% 3/15/05

A2

1,000,000

1,024,870

7.875% 6/15/10

A2

550,000

565,769

General Motors Acceptance Corp.:

7.5% 7/15/05

A2

1,000,000

1,026,880

7.75% 1/19/10

A2

200,000

206,404

HSBC Capital Funding LP 9.547% 12/31/49 (e)(f)

A1

300,000

329,115

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Nonconvertible Bonds - continued

FINANCE - continued

Credit & Other Finance - continued

ING Capital Funding Trust III 8.439% 12/31/49 (h)

Aa3

$ 350,000

$ 355,289

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

140,000

137,970

PTC International Finance BV 0% 7/1/07 (d)

B2

330,000

242,550

Qwest Capital Funding, Inc.:

7.75% 8/15/06 (f)

Baa1

250,000

259,520

7.9% 8/15/10 (f)

Baa1

200,000

209,456

Sprint Capital Corp.:

5.875% 5/1/04

Baa1

375,000

360,109

6.875% 11/15/28

Baa1

585,000

473,025

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

100,000

99,500

TXU Eastern Funding 6.75% 5/15/09

Baa1

160,000

150,152

U.S. West Capital Funding, Inc. 6.875% 7/15/28

Baa1

165,000

145,725

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

300,000

315,780

Unicredito Italiano Capital Trust II yankee 9.2% 10/29/49 (e)(f)

A1

100,000

102,141

Unilever Capital Corp. 6.875% 11/1/05

A1

200,000

206,520

Verizon Global Funding Corp.:

6.75% 12/1/05 (f)

A1

435,000

436,305

7.75% 12/1/30 (f)

A1

290,000

297,534

Xerox Capital (Europe) PLC 5.75% 5/15/02

Ba1

325,000

208,000

8,674,857

Savings & Loans - 0.2%

Long Island Savings Bank FSB 6.2% 4/2/01

Baa3

500,000

497,945

TOTAL FINANCE

13,532,110

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Dynacare, Inc. yankee 10.75% 1/15/06

B2

10,000

9,400

Unilab Corp. 12.75% 10/1/09

B3

70,000

75,250

84,650

INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%

Tyco International Group SA yankee 6.875% 1/15/29

Baa1

1,000,000

925,670

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

MEDIA & LEISURE - 2.6%

Broadcasting - 2.3%

ACME Television LLC/ACME Financial Corp. 10.875% 9/30/04

B3

$ 270,000

$ 234,900

Adelphia Communications Corp. 10.875% 10/1/10

B2

150,000

146,250

Ascent Entertainment Group, Inc. 0% 12/15/04 (d)

Ba1

230,000

186,300

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

650,000

611,618

Cable Satisfaction International, Inc. 12.75% 3/1/10

Caa1

200,000

110,000

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp. 8.25% 4/1/07

B2

180,000

164,700

Citadel Broadcasting Co. 10.25% 7/1/07

B3

200,000

200,500

Continental Cablevision, Inc. 8.3% 5/15/06

A3

115,000

119,439

Diamond Cable Communications PLC yankee 0% 2/15/07 (d)

B2

410,000

260,350

Earthwatch, Inc. 0% 7/15/07 (d)

-

115,000

69,000

Impsat Fiber Networks, Inc. 13.75% 2/15/05

B3

195,000

126,750

International Cabletel, Inc. Series B, 0% 2/1/06 (d)

B2

550,000

478,500

NTL, Inc. 0% 4/1/08 (d)

B3

560,000

308,000

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B2

170,000

157,250

Spectrasite Holdings, Inc. 12.5% 11/15/10 (f)

B3

200,000

198,000

TCI Communications Financing III 9.65% 3/31/27

A3

180,000

194,398

Telewest PLC 11% 10/1/07

B1

510,000

444,975

Time Warner, Inc. 8.18% 8/15/07

Baa1

910,000

981,581

UIH Australia/Pacific, Inc.:

Series B, 0% 5/15/06 (d)

B2

380,000

254,600

Series D, 0% 5/15/06 (d)

B2

30,000

20,100

United Pan-Europe Communications NV:

0% 8/1/09 (d)

B2

430,000

133,300

0% 2/1/10 (d)

B2

270,000

78,300

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

United Pan-Europe Communications NV: - continued

10.875% 11/1/07

B2

$ 580,000

$ 368,300

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

580,000

578,753

6,425,864

Lodging & Gaming - 0.0%

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

90,000

88,200

Publishing - 0.3%

News America Holdings, Inc. 7.375% 10/17/08

Baa3

500,000

489,260

News America, Inc.:

7.125% 4/8/28

Baa3

80,000

63,090

7.28% 6/30/28

Baa3

200,000

164,654

7.3% 4/30/28

Baa3

170,000

136,991

853,995

Restaurants - 0.0%

AFC Enterprises, Inc. 10.25% 5/15/07

B2

170,000

155,550

TOTAL MEDIA & LEISURE

7,523,609

NONDURABLES - 0.1%

Tobacco - 0.1%

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

200,000

194,714

RETAIL & WHOLESALE - 0.2%

General Merchandise Stores - 0.2%

Federated Department Stores, Inc. 6.79% 7/15/27

Baa1

500,000

479,875

SERVICES - 0.1%

Printing - 0.0%

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

40,000

37,200

Services - 0.1%

Iron Mountain, Inc. 10.125% 10/1/06

B2

160,000

164,800

TOTAL SERVICES

202,000

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

TECHNOLOGY - 0.2%

Computer Services & Software - 0.1%

Concentric Network Corp. 12.75% 12/15/07

B

$ 50,000

$ 43,000

Exodus Communications, Inc. 11.625% 7/15/10 (f)

B3

270,000

240,300

283,300

Computers & Office Equipment - 0.1%

Comdisco, Inc.:

5.95% 4/30/02

Baa2

300,000

231,000

7.25% 9/1/02

Baa2

250,000

192,500

423,500

Electronics - 0.0%

ChipPAC International Ltd. 12.75% 8/1/09

B3

30,000

24,750

TOTAL TECHNOLOGY

731,550

TRANSPORTATION - 0.8%

Air Transportation - 0.5%

Atlas Air, Inc. 8.77% 1/2/11

Ba1

81,321

81,321

Continental Airlines, Inc. pass thru trust certificates Series 1999 2:

Class C1, 7.73% 9/15/12

Baa1

25,448

25,186

Class C2, 7.434% 3/15/06

Baa1

70,000

69,900

Delta Air Lines, Inc.:

7.57% 11/18/10

Aa2

70,000

74,390

7.9% 12/15/09

Baa3

500,000

478,860

7.92% 11/18/10

Aa3

50,000

53,196

US Air, Inc. 9.625% 2/1/01

B3

650,000

645,125

1,427,978

Railroads - 0.3%

CSX Corp. 6.25% 10/15/08

Baa2

500,000

478,585

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

340,000

345,406

823,991

TOTAL TRANSPORTATION

2,251,969

UTILITIES - 4.0%

Cellular - 0.8%

Crown Castle International Corp. 10.75% 8/1/11

B3

195,000

202,800

Echostar Broadband Corp. 10.375% 10/1/07 (f)

B3

180,000

177,300

Leap Wireless International, Inc. 0% 4/15/10 (d)

-

265,000

53,000

McCaw International Ltd. 0% 4/15/07 (d)

Caa1

420,000

252,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Cellular - continued

Millicom International Cellular SA 0% 6/1/06 (d)

Caa1

$ 241,000

$ 189,185

Nextel Communications, Inc.:

0% 10/31/07 (d)

B1

600,000

441,000

9.375% 11/15/09

B1

170,000

157,250

Triton PCS, Inc. 0% 5/1/08 (d)

B3

385,000

304,150

VoiceStream Wireless Corp.:

0% 11/15/09 (d)

B2

295,000

213,875

10.375% 11/15/09

B2

170,000

182,750

2,173,310

Electric Utility - 1.0%

AES Corp.:

8% 12/31/08

Ba1

405,000

382,725

9.375% 9/15/10

Ba1

235,000

240,288

Avon Energy Partners Holdings 6.46% 3/4/08 (f)

Baa2

300,000

281,112

CMS Energy Corp.:

Series B, 6.75% 1/15/04

Ba3

20,000

19,000

8.375% 7/1/03

Ba3

70,000

69,650

Dominion Resources, Inc.:

7.6% 7/15/03

Baa1

540,000

553,500

8.125% 6/15/10

Baa1

70,000

75,664

Illinois Power Co. 7.5% 6/15/09

Baa1

150,000

153,639

Israel Electric Corp. Ltd. 7.75% 12/15/27 (f)

A3

545,000

480,570

Niagara Mohawk Power Corp. 8.875% 5/15/07

Baa3

75,000

81,690

Nisource Finance Corp.:

7.625% 11/15/05 (f)

Baa2

200,000

207,811

7.875% 11/15/10 (f)

Baa2

315,000

331,592

Texas Utilities Co. 6.375% 1/1/08

Baa3

40,000

37,872

2,915,113

Gas - 0.3%

KeySpan Corp.:

7.25% 11/15/05

A3

185,000

192,548

7.625% 11/15/10

A3

135,000

143,694

Reliant Energy Resources Corp. 8.125% 7/15/05 (f)

Baa1

500,000

520,055

Sempra Energy 7.95% 3/1/10

A2

95,000

94,003

950,300

Telephone Services - 1.9%

AT&T Corp. 6.5% 3/15/29

A2

430,000

343,686

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

British Telecommunications PLC:

7.625% 12/15/05

A2

$ 400,000

$ 403,968

8.625% 12/15/30

A2

400,000

403,004

Cable & Wireless Optus Ltd. 8% 6/22/10 (f)

Baa1

700,000

767,452

Global Crossing Holdings Ltd. 9.625% 5/15/08

Ba2

265,000

253,075

Intermedia Communications, Inc. 0% 3/1/09 (d)

B3

530,000

212,000

KMC Telecom Holdings, Inc. 13.5% 5/15/09

Caa2

350,000

101,500

Netia Holdings BV 0% 11/1/07 (d)

B2

250,000

153,750

NEXTLINK Communications, Inc. 0% 12/1/09 (d)

B2

500,000

202,500

Ono Finance PLC 13% 5/1/09

Caa1

265,000

196,100

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

220,000

214,311

Telefonica Europe BV 8.25% 9/15/30

A2

115,000

115,744

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

449,000

444,851

7.7% 7/20/29

Baa1

536,000

533,604

Versatel Telecom International NV 13.25% 5/15/08

B3

150,000

93,750

Viatel, Inc. 11.25% 4/15/08

B3

300,000

93,000

WinStar Communications, Inc. 12.75% 4/15/10

B3

270,000

189,000

WorldCom, Inc.:

6.95% 8/15/28

A3

360,000

302,152

8.875% 1/15/06

A3

184,000

190,065

5,213,512

TOTAL UTILITIES

11,252,235

TOTAL NONCONVERTIBLE BONDS

43,235,502

TOTAL CORPORATE BONDS

(Cost $46,736,263)

45,012,287

U.S. Government and Government Agency Obligations - 9.1%

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

6% 12/15/05

Aaa

530,000

536,254

6.5% 4/29/09

Aaa

465,000

461,945

7% 7/15/05

Aaa

605,000

634,966

7.125% 6/15/10

Aaa

320,000

345,901

7.25% 1/15/10

Aaa

310,000

336,641

7.25% 5/15/30

Aaa

470,000

533,915

U.S. Government and Government Agency Obligations - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

U.S. Government Agency Obligations - continued

Freddie Mac:

5.75% 3/15/09

Aaa

$ 700,000

$ 690,263

6.45% 4/29/09

Aaa

1,000,000

989,530

6.75% 3/15/31

Aaa

1,330,000

1,425,388

6.875% 1/15/05

Aaa

185,000

192,515

7% 7/15/05

Aaa

860,000

902,458

Government Trust Certificates (assets of
Trust guaranteed by
U.S. Government through Defense Security Assistance Agency)
Class 2-E, 9.4% 5/15/02

Aaa

14,126

14,381

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

7,064,157

U.S. Treasury Obligations - 6.6%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

915,000

995,209

6.625% 2/15/27

Aaa

250,000

285,548

8% 11/15/21

Aaa

920,000

1,190,535

8.875% 8/15/17

Aaa

1,020,000

1,386,404

9.875% 11/15/15

Aaa

170,000

244,880

14% 11/15/11

Aaa

490,000

701,464

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

80,000

77,787

5.5% 5/31/03

Aaa

5,600,000

5,643,736

5.75% 8/15/10

Aaa

150,000

157,196

6.5% 5/31/02

Aaa

4,280,000

4,344,200

7% 7/15/06

Aaa

3,550,000

3,863,962

TOTAL U.S. TREASURY OBLIGATIONS

18,890,921

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $25,075,847)

25,955,078

U.S. Government Agency -
Mortgage Securities - 12.6%

Fannie Mae - 8.5%

5.5% 2/1/11

Aaa

141,958

138,896

6% 4/1/09 to 1/1/29

Aaa

1,749,120

1,708,922

6.5% 11/1/25 to 2/1/30

Aaa

9,156,605

9,039,473

6.5% 1/1/31 (g)

Aaa

240,000

236,625

7% 12/1/24 to 9/1/28

Aaa

3,123,525

3,132,696

7.5% 5/1/15 to 7/1/29

Aaa

5,189,469

5,270,396

7.5% 1/1/31 (g)

Aaa

2,865,000

2,904,930

8% 1/1/26

Aaa

839,270

863,651

8% 1/1/31 (g)

Aaa

615,000

630,375

TOTAL FANNIE MAE

23,925,964

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Freddie Mac - 0.1%

7.5% 1/1/27

Aaa

$ 341,365

$ 347,233

Government National Mortgage Association - 4.0%

6.5% 10/15/27 to 4/15/29

Aaa

9,719,363

9,612,609

7% 1/15/28 to 12/15/28

Aaa

607,591

610,269

7.5% 6/15/27 to 3/15/28

Aaa

1,087,906

1,107,474

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

11,330,352

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $35,603,398)

35,603,549

Asset-Backed Securities - 0.9%

American Express Credit Account Master Trust 6.1% 12/15/06

A1

200,000

199,562

Ford Credit Auto Owner Trust:

6.2% 12/15/02

Aa2

510,000

511,514

6.4% 12/15/02

Aa2

80,000

80,325

7.03% 11/15/03

Aaa

145,000

146,994

Key Auto Finance Trust:

6.3% 10/15/03

A2

119,184

118,811

6.65% 10/15/03

Baa3

35,600

35,589

Premier Auto Trust 5.59% 2/9/04

Aaa

1,000,000

994,370

Sears Credit Account Master Trust II:

6.75% 9/16/09

Aaa

365,000

374,695

7.5% 11/15/07

A2

200,000

205,000

TOTAL ASSET-BACKED SECURITIES

(Cost $2,650,744)

2,666,860

Commercial Mortgage Securities - 1.2%

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1: Class D, 7.12%
1/10/13 (f)(h)

Aa1

300,000

299,977

Class E, 7.47% 1/10/13 (f)(h)

Baa1

420,000

419,967

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

220,000

216,380

Series 2000-C1 Class A2, 7.545% 4/15/62

AAA

500,000

532,228

DLJ Commercial Mortgage Corp. Series 2000-CF1 Class A1B, 7.62% 5/10/10

Aaa

500,000

534,394

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 2000-C3 Class A2, 6.957% 12/1/15

Aaa

$ 500,000

$ 514,375

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (f)(h)

Baa3

500,000

472,656

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (f)

Aaa

500,000

502,109

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $3,431,525)

3,492,086

Foreign Government and
Government Agency Obligations (i) - 0.3%

Korean Republic yankee 8.75% 4/15/03

Baa2

80,000

83,159

Quebec Province yankee:

6.86% 4/15/26 (e)

A2

250,000

258,815

7.125% 2/9/24

A2

30,000

30,617

7.5% 7/15/23

A2

30,000

31,947

United Mexican States:

8.5% 2/1/06

Baa3

175,000

176,750

9.875% 2/1/10

Baa3

200,000

215,200

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $779,466)

796,488

Supranational Obligations - 0.2%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $496,855)

Aaa

500,000

509,230

Floating Rate Loans - 0.2%

INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%

Pollution Control - 0.2%

Allied Waste North America, Inc.:

Tranche B term loan 9.365% 7/21/06 (h)

Ba3

227,273

215,909

Tranche C term loan 9.6896% 7/21/07 (h)

Ba3

272,727

259,091

TOTAL FLOATING RATE LOANS

(Cost $473,884)

475,000

Cash Equivalents - 4.3%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 6.53% (c)
(Cost $12,120,835)

12,120,835

$ 12,120,835

TOTAL INVESTMENT PORTFOLIO - 100.7%

(Cost $258,647,075)

285,157,973

NET OTHER ASSETS - (0.7)%

(1,996,281)

NET ASSETS - 100%

$ 283,161,692

Security Type Abbreviations

PIES

-

Premium Income Equity Securities

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at period end.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $8,786,554 or 3.1% of net assets.

(g) Security purchased on a delayed delivery or when-issued basis.

(h) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(i) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

(j) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Mothers Work, Inc.

6/18/98

$ 18

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

28.1%

AAA, AA, A

25.7%

Baa

6.9%

BBB

6.1%

Ba

1.0%

BB

1.1%

B

3.2%

B

3.1%

Caa

0.3%

CCC

0.6%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 0.3%. FMR has determined that unrated debt securities that are lower quality account for 0.3% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $369,927,414 and $411,709,411, respectively, of which long-term U.S. government and government agency obligations aggregated $109,437,705 and $116,914,458, respectively.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $30 or 0% of net assets.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $14,203 for the period.

The fund participated in the security lending program. At period end there were no loans outstanding.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $260,567,181. Net unrealized appreciation aggregated $24,590,792, of which $40,856,766 related to appreciated investment securities and $16,265,974 related to depreciated investment securities.

The fund hereby designates approximately $8,433,000 as a capital gain dividend for the purpose of the dividend paid deduction.

At December 31, 2000, the fund had a capital loss carryforward of approximately $1,349,000 all of which will expire on December 31, 2008.

A total of 28% of the dividends distributed during the fiscal year qualifies for the dividends-received deductions for corporate shareholders (unaudited). The fund will notify shareholders in January 2001 of amounts for use in preparing 2000 income tax returns.

A total of 12.83% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax. The fund will notify shareholders in January 2001 of amounts for use in preparing 2000 income tax returns (unaudited).

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $258,647,075) -
See accompanying schedule

$ 285,157,973

Cash

222

Receivable for investments sold

151,819

Receivable for fund shares sold

146,837

Dividends receivable

149,113

Interest receivable

1,595,831

Other receivables

48,649

Total assets

287,250,444

Liabilities

Payable for investments purchased
Regular delivery

$ 146,650

Delayed delivery

3,761,079

Payable for fund shares redeemed

36,117

Accrued management fee

100,066

Distribution fees payable

3,187

Other payables and accrued expenses

41,653

Total liabilities

4,088,752

Net Assets

$ 283,161,692

Net Assets consist of:

Paid in capital

$ 249,883,863

Undistributed net investment income

9,715,285

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(2,947,964)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

26,510,508

Net Assets

$ 283,161,692

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($250,801,722 ÷
17,357,444 shares)

$14.45

Service Class:
Net Asset Value, offering price
and redemption price
per share ($27,562,863 ÷
1,915,397 shares)

$14.39

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($4,797,107 ÷
333,900 shares)

$14.37

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 1,810,449

Interest

9,580,967

Security lending

131

Total income

11,391,547

Expenses

Management fee

$ 1,295,261

Transfer agent fees

199,076

Distribution fees

31,746

Accounting and security lending fees

115,221

Non-interested trustees' compensation

1,040

Custodian fees and expenses

28,396

Audit

27,299

Legal

4,936

Reports to shareholders

99,320

Miscellaneous

892

Total expenses before reductions

1,803,187

Expense reductions

(56,363)

1,746,824

Net investment income

9,644,723

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(1,916,735)

Foreign currency transactions

(6,019)

(1,922,754)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(21,476,448)

Assets and liabilities in
foreign currencies

(1,497)

(21,477,945)

Net gain (loss)

(23,400,699)

Net increase (decrease) in net assets resulting from operations

$ (13,755,976)

Other information

Expense reductions
Direct brokerage arrangements

$ 53,123

Custodian credits

3,240

$ 56,363

See accompanying notes which are an integral part of the financial statements.

Annual Report

Variable Insurance Products: Balanced Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 9,644,723

$ 10,132,202

Net realized gain (loss)

(1,922,754)

7,580,954

Change in net unrealized appreciation (depreciation)

(21,477,945)

(2,525,268)

Net increase (decrease) in net assets resulting from operations

(13,755,976)

15,187,888

Distributions to shareholders
From net investment income

(10,025,969)

(7,479,403)

From net realized gain

(7,315,617)

(8,692,279)

In excess of net realized gain

(1,053,621)

-

Total distributions

(18,395,207)

(16,171,682)

Share transactions - net increase (decrease)

(37,111,951)

36,165,081

Total increase (decrease) in net assets

(69,263,134)

35,181,287

Net Assets

Beginning of period

352,424,826

317,243,539

End of period (including undistributed net investment income of $9,715,285 and $10,132,202, respectively)

$ 283,161,692

$ 352,424,826

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Share transactions

Shares

Dollars

Shares

Dollars

Initial Class
Sold

1,794,450

$ 26,671,199

4,444,110

$ 70,037,773

Reinvested

1,146,173

16,906,054

1,027,536

15,608,277

Redeemed

(5,917,870)

(88,897,596)

(4,234,242)

(66,752,172)

Net increase (decrease)

(2,977,247)

$ (45,320,343)

1,237,404

$ 18,893,878

Service Class
Sold

354,608

$ 5,304,117

1,108,300

$ 17,387,242

Reinvested

100,855

1,483,572

37,189

563,405

Redeemed

(236,923)

(3,533,009)

(43,583)

(679,444)

Net increase (decrease)

218,540

$ 3,254,680

1,101,906

$ 17,271,203

Service Class 2 A
Sold

335,010

$ 4,970,459

-

$ -

Reinvested

380

5,581

-

-

Redeemed

(1,490)

(22,328)

-

-

Net increase (decrease)

333,900

$ 4,953,712

-

$ -

Distributions
From net investment income
Initial Class

$ 9,221,484

$ 7,218,828

Service Class

801,470

260,575

Service Class 2 A

3,015

-

Total

$ 10,025,969

$ 7,479,403

From net realized gain
Initial Class

$ 6,717,143

$ 8,389,449

Service Class

596,231

302,830

Service Class 2 A

2,243

-

Total

$ 7,315,617

$ 8,692,279

In excess of net realized gain
Initial Class

$ 967,427

$ -

Service Class

85,871

-

Service Class 2 A

323

-

Total

$ 1,053,621

$ -

$ 18,395,207

$ 16,171,682

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 16.00

$ 16.11

$ 14.58

$ 12.23

$ 11.17

Income from Investment Operations

Net investment income

.48 D

.45 D

.44 D

.44 D

.33

Net realized and unrealized gain (loss)

(1.15)

.24

2.00

2.22

.78

Total from investment operations

(.67)

.69

2.44

2.66

1.11

Less Distributions

From net investment income

(.48)

(.37)

(.36)

(.31)

(.01)

From net realized gain

(.35)

(.43)

(.55)

-

(.04)

In excess of net realized gain

(.05)

-

-

-

-

Total distributions

(.88)

(.80)

(.91)

(.31)

(.05)

Net asset value, end of period

$ 14.45

$ 16.00

$ 16.11

$ 14.58

$ 12.23

Total Return B, C

(4.30)%

4.55%

17.64%

22.18%

9.98%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 250,802

$ 325,371

$ 307,681

$ 214,538

$ 103

Ratio of expenses to average net assets

.58%

.57%

.59%

.61%

.72%

Ratio of expenses to average net assets after expense reductions

.56% F

.55% F

.58% F

.60% F

.71% F

Ratio of net investment income to average net assets

3.18%

2.87%

2.94%

3.28%

3.63%

Portfolio turnover rate

126%

108%

94%

98%

163%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 15.94

$ 16.07

$ 14.59

$ 14.16

Income from Investment Operations

Net investment income D

.46

.43

.41

.08

Net realized and unrealized gain (loss)

(1.14)

.24

1.98

.35

Total from investment operations

(.68)

.67

2.39

.43

Less Distributions

From net investment income

(.47)

(.37)

(.36)

-

From net net realized gain

(.35)

(.43)

(.55)

-

In excess of realized gain

(.05)

-

-

-

Total distributions

(.87)

(.80)

(.91)

-

Net asset value, end of period

$ 14.39

$ 15.94

$ 16.07

$ 14.59

Total Return B, C

(4.38)%

4.43%

17.27%

3.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 27,563

$ 27,054

$ 9,562

$ 10

Ratio of expenses to average net assets

.68%

.67%

.70%

.71% A

Ratio of expenses to average net assets after expense reductions

.66% F

.66% F

.69% F

.71% A

Ratio of net investment income to average net assets

3.08%

2.77%

2.79%

3.43% A

Portfolio turnover rate

126%

108%

94%

98% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 15.59

Income from Investment Operations

Net investment income

.40 D

Net realized and unrealized gain (loss)

(.75)

Total from investment operations

(.35)

Less Distributions

From net investment income

(.47)

From net realized gain

(.35)

In excess of net realized gain

(.05)

Total distributions

(.87)

Net asset value, end of period

$ 14.37

Total Return B, C

(2.37)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,797

Ratio of expenses to average net assets

.85% A

Ratio of expenses to average net assets after expense reductions

.83% A, F

Ratio of net investment income to average net assets

2.91% A

Portfolio turnover rate

126%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Contrafund -
Service Class

-6.71%

17.75%

21.16%

S&P 500

-9.10%

18.33%

21.35%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of the fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class on January 3, 1995, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $31,624 - a 216.24% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $31,921 - a 219.21% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Exxon Mobil Corp.

2.5

McDonald's Corp.

2.2

Pfizer, Inc.

2.1

American International Group, Inc.

2.1

Berkshire Hathaway, Inc. Class A

1.8

10.7

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

24.3

Technology

12.8

Health

11.6

Nondurables

7.3

Energy

7.1

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks and
Equity Futures

87.8%

Bonds

2.5%

Short-Term
Investments and
Net Other Assets

9.7%



* Foreign investments

10.9%

Annual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Will Danoff,
Portfolio Manager
of Contrafund Portfolio

Q. How did the fund perform, Will?

A. For the 12 months that ended December 31, 2000, the fund outperformed the Standard & Poor's 500 Index, which returned -9.10%.

Q. What factors influenced the fund's performance during the period?

A. Two critical factors were the reversal of the euphoric Internet-stock bubble and the slowing of the global economy. A combination of excessive valuations and weaker demand crushed the technology sector, which had accounted for 35% of the S&P 500 in the early spring. The fund's underweighting in technology relative to both the S&P 500 and its peers worked out well as the fund avoided most of this carnage. As the economy slowed, stocks of economically sensitive companies, such as those in the technology sector, generally performed poorly, while stocks in defensive areas, such as health care, finance and utilities, performed well. The fund was positioned advantageously in finance stocks, but could have benefited further from owning more health care companies.

Q. What was your technology strategy during the period?

A. The fund participated only moderately during the technology rally of late 1999 and early 2000 because I couldn't justify the valuations of most technology stocks. The very best technology companies were selling at extremely high price-to-earnings ratios, often more than 100 times earnings. Then, as the slowing economy hurt profit growth and investors realized that many of the Internet and emerging telecommunications companies had unsustainable or uncompetitive business models, the bubble burst. Overall, the fund's conservative positioning was the major reason for its outperformance relative to the S&P 500.

Q. Why did health stocks fall into favor, and why were you slow to increase the fund's exposure?

A. Health stocks benefited from steady earnings growth from large pharmaceutical companies, improving industry fundamentals in the HMO and hospital industries, and exciting new advances in biotechnology. Also, investors were looking for stable-growth stocks as the economy slowed and technology profits and share prices weakened. I added to the fund's positions in leading drug companies Pfizer and Schering-Plough, both of which enhanced their earnings growth rates during the year. In hindsight, I should have bought more health care stocks, but I found that most of the leading drug companies had major drugs that were losing their patent protection and I wasn't seeing accelerated earnings growth. I should have realized that in a slowing economy, the market would reward companies in industries such as health care, particularly those that were meeting their estimates despite a lack of accelerated earnings growth.

Q. You doubled the fund's exposure to finance stocks during the second half of 2000, from around 12% to just over 24%. Why?

A. Lower interest rates, spurred on by the slowing economy, produced a very favorable environment for finance stocks. Also, the commercial property and casualty insurance industry raised its prices for the first time in 14 years, resulting in an environment of steady demand and decreased capacity for that particular group. As a result, the fund's positions in American International Group, MetLife, Citigroup and Berkshire Hathaway performed well during the period. Other large financial holdings at the end of 2000 were mortgage insurer Fannie Mae, consumer finance leader Household International and super-regional bank Bank One.

Q. Which other stocks performed well? Which were disappointing?

A. The fund's best performer during the period was Waters Corp., a company that sells analytical instruments to biotechnology, pharmaceutical and government laboratories. Disappointments included McDonald's and AT&T, both of which fell short of earnings expectations.

Q. What's your outlook?

A. Continued global economic weakness could very well put a damper on both corporate earnings growth and market appreciation. The Federal Reserve Board was poised to lower interest rates in early 2001 and, while this is a positive sign, it may take a while to see momentum. I remain skeptical of a quick rebound for technology stocks, as valuations are still high and earnings growth will likely remain sluggish until 2002. I'll be looking for companies that are growing, both inside and outside the tech sector.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in companies whose value is not fully recognized by the public

Start date: January 3, 1995

Size: as of December 31, 2000, more than $9.8 billion

Manager: Will Danoff, since inception; joined Fidelity in 1986

3

Annual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 87.2%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.4%

Aerospace & Defense - 1.3%

Boeing Co.

729,700

$ 48,160,200

Bombardier, Inc. Class B (sub. vtg.)

1,014,100

15,659,295

Lockheed Martin Corp.

1,256,340

42,652,743

United Technologies Corp.

231,201

18,178,179

124,650,417

Ship Building & Repair - 0.1%

General Dynamics Corp.

205,000

15,990,000

TOTAL AEROSPACE & DEFENSE

140,640,417

BASIC INDUSTRIES - 1.5%

Chemicals & Plastics - 1.0%

Hercules, Inc.

343,000

6,538,438

Pharmacia Corp.

1,214,600

74,090,600

Potash Corp. of Saskatchewan

233,800

18,292,916

Spartech Corp.

61,300

1,260,481

100,182,435

Metals & Mining - 0.1%

Alcoa, Inc.

118,300

3,963,050

Rio Tinto PLC (Reg. D)

273,100

4,802,514

8,765,564

Paper & Forest Products - 0.4%

Bowater, Inc.

112,400

6,336,550

International Paper Co.

124,500

5,081,156

Kimberly-Clark Corp.

212,500

15,021,625

Pactiv Corp. (a)

66,700

825,413

Weyerhaeuser Co.

185,800

9,429,350

36,694,094

TOTAL BASIC INDUSTRIES

145,642,093

CONSTRUCTION & REAL ESTATE - 1.1%

Construction - 0.3%

Centex Corp.

56,900

2,137,306

Jacobs Engineering Group, Inc. (a)

278,030

12,841,511

Kaufman & Broad Home Corp.

149,800

5,046,388

Lennar Corp.

218,800

7,931,500

27,956,705

Real Estate - 0.0%

ResortQuest International, Inc. (a)

192,100

1,176,613

Real Estate Investment Trusts - 0.8%

AMB Property Corp.

207,400

5,353,513

Apartment Investment & Management Co. Class A

181,900

9,083,631

Archstone Communities Trust

74,500

1,918,375

Arden Realty Group, Inc.

31,600

793,950

Avalonbay Communities, Inc.

39,100

1,959,888

Equity Office Properties Trust

893,200

29,140,650

Shares

Value (Note 1)

Equity Residential Properties Trust (SBI)

400,700

$ 22,163,719

Glenborough Realty Trust, Inc.

213,600

3,711,300

74,125,026

TOTAL CONSTRUCTION & REAL ESTATE

103,258,344

DURABLES - 2.6%

Autos, Tires, & Accessories - 1.5%

Danaher Corp.

955,722

65,347,492

Midas, Inc.

246,400

2,941,400

SPX Corp. (a)

737,131

79,748,360

148,037,252

Consumer Durables - 0.6%

Blyth, Inc.

69,000

1,664,625

Minnesota Mining & Manufacturing Co.

436,100

52,550,050

54,214,675

Consumer Electronics - 0.2%

Harman International Industries, Inc.

669,200

24,425,800

Home Furnishings - 0.0%

The Bombay Company, Inc. (a)

159,800

309,613

Textiles & Apparel - 0.3%

Coach, Inc.

45,700

1,313,875

Delta Apparel, Inc.

8,870

119,191

Delta Woodside Industries

88,700

105,331

Duck Head Apparel Co., Inc. (a)

8,870

12,751

Jones Apparel Group, Inc. (a)

248,100

7,985,719

Mohawk Industries, Inc. (a)

148,620

4,068,473

Reebok International Ltd. (a)

407,500

11,141,050

24,746,390

TOTAL DURABLES

251,733,730

ENERGY - 7.1%

Energy Services - 0.3%

Baker Hughes, Inc.

109,800

4,563,563

Global Marine, Inc. (a)

13,700

388,738

Hanover Compressor Co. (a)

156,800

6,987,400

Noble Drilling Corp. (a)

62,600

2,719,188

Schlumberger Ltd. (NY Shares)

229,700

18,361,644

Smith International, Inc. (a)

4,300

320,619

33,341,152

Oil & Gas - 6.8%

Alberta Energy Co. Ltd.

2,040,590

97,728,363

BP Amoco PLC sponsored ADR

2,826,432

135,315,432

Burlington Resources, Inc.

769,090

38,839,045

Canadian Natural Resources Ltd. (a)

511,370

14,155,453

Conoco, Inc. Class B

411,700

11,913,569

EOG Resources, Inc.

140,540

7,685,781

Exxon Mobil Corp.

2,879,171

250,307,896

Nexen, Inc.

373,120

9,208,538

Noble Affiliates, Inc.

356,600

16,403,600

Royal Dutch Petroleum Co. (NY Shares)

288,000

17,442,000

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Suncor Energy, Inc.

1,519,940

$ 38,829,844

Tosco Corp.

385,600

13,086,300

TotalFinaElf SA sponsored ADR

148,023

10,759,422

Westport Resources Corp. (a)

306,700

6,728,231

668,403,474

TOTAL ENERGY

701,744,626

FINANCE - 24.3%

Banks - 4.6%

Australia & New Zealand Banking Group Ltd.

973,561

7,820,992

Bank of New York Co., Inc.

363,000

20,033,063

Bank One Corp.

3,040,600

111,361,975

Capital One Financial Corp.

523,800

34,472,588

Commerce Bancorp, Inc.

223,100

15,254,463

Compass Bancshares, Inc.

54,600

1,303,575

Fifth Third Bancorp

655,580

39,170,905

Firstar Corp.

1,454,600

33,819,450

M&T Bank Corp.

596,700

40,575,600

Mellon Financial Corp.

392,380

19,300,191

Mercantile Bankshares Corp.

29,200

1,261,075

North Fork Bancorp, Inc.

83,300

2,046,056

Northern Trust Corp.

132,100

10,774,406

Royal Bank of Scotland Group PLC

1,324,573

31,281,243

SouthTrust Corp.

247,100

10,053,881

Synovus Finanical Corp.

71,200

1,917,950

U.S. Bancorp

471,200

13,753,150

Wells Fargo & Co.

1,089,700

60,682,669

Zions Bancorp

15,900

992,756

455,875,988

Credit & Other Finance - 3.6%

American Express Co.

1,515,200

83,241,300

Citigroup, Inc.

2,951,515

150,711,735

Concord EFS, Inc. (a)

299,000

13,137,313

Household International, Inc.

1,520,300

83,616,500

Indymac Bancorp, Inc.

19,600

578,200

MBNA Corp.

717,700

26,510,044

357,795,092

Federal Sponsored Credit - 2.4%

Fannie Mae

1,932,100

167,609,675

Freddie Mac

511,500

35,229,563

USA Education, Inc.

422,800

28,750,400

231,589,638

Insurance - 11.6%

ACE Ltd.

253,200

10,745,175

Aetna, Inc. (a)

307,500

12,626,719

AFLAC, Inc.

348,400

25,150,125

Allstate Corp.

1,191,400

51,900,363

AMBAC Financial Group, Inc.

208,300

12,146,494

Shares

Value (Note 1)

American International Group, Inc.

2,115,384

$ 208,497,536

Berkshire Hathaway, Inc. Class A (a)

2,455

174,305,000

Canada Life Financial Corp.

293,400

8,190,228

CIGNA Corp.

468,670

62,005,041

Conseco, Inc.

391,400

5,161,588

Everest Re Group Ltd.

386,880

27,710,280

Hartford Financial Services Group, Inc.

512,300

36,181,188

Jefferson-Pilot Corp.

293,100

21,909,225

John Hancock Financial Services, Inc.

611,300

23,000,163

Manulife Financial Corp.

672,400

21,057,351

Marsh & McLennan Companies, Inc.

220,775

25,830,675

MBIA, Inc.

72,900

5,403,713

MetLife, Inc.

3,458,700

121,054,500

MGIC Investment Corp.

60,700

4,093,456

Old Republic International Corp.

281,100

8,995,200

PartnerRe Ltd.

182,900

11,156,900

Progressive Corp.

81,700

8,466,163

RenaissanceRe Holdings Ltd.

187,030

14,646,787

SAFECO Corp.

40,900

1,344,588

Sun Life Financial Services Canada, Inc.

1,138,900

30,386,873

The Chubb Corp.

805,114

69,642,361

The St. Paul Companies, Inc.

1,283,700

69,720,956

Torchmark Corp.

45,200

1,737,375

XL Capital Ltd. Class A

722,000

63,084,750

Zenith National Insurance Corp.

127,700

3,751,188

1,139,901,961

Savings & Loans - 0.8%

Astoria Financial Corp.

127,300

6,913,981

Golden West Financial Corp.

953,300

64,347,750

TCF Financial Corp.

39,900

1,778,044

Washington Mutual, Inc.

87,700

4,653,581

77,693,356

Securities Industry - 1.3%

Daiwa Securities Group, Inc.

4,615,000

48,139,331

Franco Nevada Mining Corp. Ltd.

1,888,564

21,541,118

Nikko Securities Co. Ltd.

3,637,000

28,143,264

Nomura Securities Co. Ltd.

1,913,000

34,372,783

132,196,496

TOTAL FINANCE

2,395,052,531

HEALTH - 11.6%

Drugs & Pharmaceuticals - 7.2%

Adolor Corp.

19,300

424,600

Allergan, Inc.

180,800

17,503,700

ALZA Corp. (a)

172,900

7,348,250

AstraZeneca PLC sponsored ADR

960,000

49,440,000

Elan Corp. PLC sponsored ADR (a)

1,406,200

65,827,738

Eli Lilly & Co.

599,782

55,817,212

Forest Laboratories, Inc. (a)

65,400

8,690,025

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Drugs & Pharmaceuticals - continued

Glaxo Wellcome PLC sponsored ADR

109,930

$ 6,156,080

Immunex Corp. (a)

1,129,170

45,872,531

Merck & Co., Inc.

582,400

54,527,200

Novartis AG sponsored ADR

238,700

10,681,825

OSI Pharmaceuticals, Inc. (a)

77,500

6,209,688

Pfizer, Inc.

4,581,675

210,757,050

Schering-Plough Corp.

2,556,300

145,070,025

Serono SA sponsored ADR (a)

818,700

19,597,631

Sigma-Aldrich Corp.

9,700

381,331

Titan Pharmaceuticals, Inc. (a)

3,000

106,110

704,410,996

Medical Equipment & Supplies - 2.2%

AmeriSource Health Corp. Class A (a)

218,700

11,044,350

Apogent Technologies, Inc.

52,800

1,082,400

Becton, Dickinson & Co.

175,600

6,080,150

Biomet, Inc.

199,000

7,897,813

Cardinal Health, Inc.

252,100

25,115,463

Disetronic Holding AG

5,155

4,620,092

Guidant Corp. (a)

53,000

2,858,688

Johnson & Johnson

30,500

3,204,406

McKesson HBOC, Inc.

346,600

12,439,474

Medtronic, Inc.

1,301,800

78,596,175

MiniMed, Inc. (a)

331,600

13,937,562

Patterson Dental Co. (a)

1,069,200

36,219,150

Stryker Corp.

20,100

1,016,859

Sybron Dental Specialties, Inc. (a)

133,633

2,255,057

Varian Medical Systems, Inc. (a)

164,300

11,162,131

217,529,770

Medical Facilities Management - 2.2%

Community Health Systems, Inc. (a)

436,600

15,281,000

HCA - The Healthcare Co.

848,916

37,360,793

Health Management Associates, Inc. Class A (a)

1,375,500

28,541,625

HEALTHSOUTH Corp. (a)

1,221,400

19,924,088

Manor Care, Inc. (a)

173,600

3,580,500

Oxford Health Plans, Inc. (a)

476,700

18,829,650

Specialty Laboratories, Inc. (a)

3,900

129,188

Tenet Healthcare Corp.

576,500

25,618,219

UnitedHealth Group, Inc.

783,800

48,105,725

Wellpoint Health Networks, Inc. (a)

178,320

20,551,380

217,922,168

TOTAL HEALTH

1,139,862,934

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 0.6%

Electrical Equipment - 0.1%

Allen Telecom, Inc. (a)

89,600

$ 1,607,200

Emerson Electric Co.

141,500

11,151,969

12,759,169

Industrial Machinery & Equipment - 0.4%

Exide Corp.

100

763

Graco, Inc.

3,100

128,263

Mettler-Toledo International, Inc. (a)

164,500

8,944,688

Tyco International Ltd.

497,400

27,605,700

36,679,414

Pollution Control - 0.1%

Waste Management, Inc.

433,500

12,029,625

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

61,468,208

MEDIA & LEISURE - 6.3%

Broadcasting - 0.3%

E.W. Scripps Co. Class A

25,800

1,622,175

Infinity Broadcasting Corp. Class A (a)

973,360

27,193,245

28,815,420

Entertainment - 2.2%

Bally Total Fitness Holding Corp. (a)

13,000

440,375

MGM Mirage, Inc.

789,100

22,242,756

Park Place Entertainment Corp. (a)

1,165,300

13,910,769

Six Flags, Inc. (a)

397,500

6,832,031

Viacom, Inc.:

Class A (a)

189,150

8,890,050

Class B (non-vtg.) (a)

3,466,781

162,072,012

Walt Disney Co.

127,610

3,692,714

218,080,707

Leisure Durables & Toys - 0.4%

Brunswick Corp.

298,200

4,901,663

Callaway Golf Co.

279,100

5,198,238

Harley-Davidson, Inc.

316,300

12,572,925

Mattel, Inc.

764,100

11,033,604

33,706,430

Lodging & Gaming - 0.2%

International Game Technology (a)

80,900

3,883,200

Marriott International, Inc. Class A

9,700

409,825

Starwood Hotels & Resorts Worldwide, Inc. unit

553,400

19,507,350

23,800,375

Publishing - 0.5%

McGraw-Hill Companies, Inc.

110,600

6,483,925

Reader's Digest Association, Inc.
Class A (non-vtg.)

787,040

30,792,940

Scholastic Corp. (a)

167,700

14,862,413

52,139,278

Restaurants - 2.7%

Brinker International, Inc. (a)

194,000

8,196,500

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Restaurants - continued

CBRL Group, Inc.

315,100

$ 5,730,881

CEC Entertainment, Inc. (a)

159,900

5,456,588

Cheesecake Factory, Inc. (a)

57,100

2,191,213

Darden Restaurants, Inc.

108,800

2,488,800

McDonald's Corp.

6,256,900

212,734,600

P.F. Chang's China Bistro, Inc. (a)

183,800

5,778,213

PJ America, Inc. (a)(c)

581,700

3,235,706

Ryan's Family Steak Houses, Inc. (a)

188,500

1,778,969

Starbucks Corp. (a)

111,500

4,933,875

Wendy's International, Inc.

289,000

7,586,250

260,111,595

TOTAL MEDIA & LEISURE

616,653,805

NONDURABLES - 7.3%

Beverages - 1.2%

Anheuser-Busch Companies, Inc.

791,100

35,995,050

Diageo PLC

2,075,123

23,233,077

Pepsi Bottling Group, Inc.

341,000

13,618,688

The Coca-Cola Co.

780,910

47,586,703

120,433,518

Foods - 2.5%

Earthgrains Co.

725,600

13,423,600

Keebler Foods Co.

68,500

2,838,469

Nestle SA (Reg.)

14,411

33,786,256

Numico NV

375,938

18,980,553

PepsiCo, Inc.

1,611,100

79,850,144

Quaker Oats Co.

585,800

57,042,275

Sysco Corp.

723,200

21,696,000

Wm. Wrigley Jr. Co.

207,200

19,852,350

247,469,647

Household Products - 3.6%

Avon Products, Inc.

1,922,140

92,022,453

Colgate-Palmolive Co.

2,052,300

132,475,965

Estee Lauder Companies, Inc. Class A

231,100

10,125,069

Gillette Co.

1,018,600

36,796,925

Procter & Gamble Co.

963,400

75,566,688

346,987,100

TOTAL NONDURABLES

714,890,265

PRECIOUS METALS - 0.0%

Stillwater Mining Co. (a)

60,270

2,371,625

RETAIL & WHOLESALE - 5.0%

Apparel Stores - 1.2%

Charming Shoppes, Inc. (a)

1,965,800

11,794,800

Footstar, Inc. (a)

196,600

9,731,700

Gap, Inc.

523,700

13,354,350

Gymboree Corp. (a)

379,500

5,265,563

Shares

Value (Note 1)

Talbots, Inc.

831,800

$ 37,950,875

The Limited, Inc.

476,300

8,126,869

TJX Companies, Inc.

1,259,600

34,953,900

121,178,057

Drug Stores - 2.3%

CVS Corp.

2,630,402

157,659,720

Walgreen Co.

1,661,900

69,488,194

227,147,914

General Merchandise Stores - 0.4%

Dollar Tree Stores, Inc. (a)

41,650

1,020,425

Kohls Corp. (a)

552,800

33,720,800

Stein Mart, Inc. (a)

613,900

7,136,588

41,877,813

Grocery Stores - 0.4%

Fleming Companies, Inc.

188,711

2,229,149

Iceland Group PLC

1,701,940

8,176,847

Krispy Kreme Doughnuts, Inc.

16,200

1,344,600

Loblaw Companies Ltd.

125,740

4,235,506

Safeway PLC

1,682,914

7,511,640

Tesco PLC

2,888,600

11,761,258

35,259,000

Retail & Wholesale, Miscellaneous - 0.7%

Bed Bath & Beyond, Inc. (a)

1,799,000

40,252,625

Home Depot, Inc.

500,840

22,882,128

63,134,753

TOTAL RETAIL & WHOLESALE

488,597,537

SERVICES - 0.6%

Advertising - 0.0%

Getty Images, Inc. (a)

14,200

454,400

Educational Services - 0.1%

Career Education Corp. (a)

9,800

383,425

Corinthian Colleges, Inc. (a)

94,200

3,573,713

Devry, Inc. (a)

123,400

4,658,350

University of Phoenix Online Class A (a)

45,600

2,242,950

10,858,438

Leasing & Rental - 0.1%

GATX Corp.

196,100

9,780,488

Services - 0.4%

Administaff, Inc. (a)

38,100

1,036,320

Carlisle Holdings Ltd. (non-vtg.) (a)

205,500

1,438,500

DigitalThink, Inc.

25,900

441,919

Dun & Bradstreet Corp. (a)

34,800

900,450

Ecolab, Inc.

242,200

10,460,013

Moody's Corp.

7,100

182,381

National Processing, Inc. (a)

47,500

807,500

Professional Detailing, Inc. (a)

9,500

1,004,773

Common Stocks - continued

Shares

Value (Note 1)

SERVICES - continued

Services - continued

Robert Half International, Inc. (a)

838,100

$ 22,209,650

Watson Wyatt & Co. Holdings

4,900

115,150

38,596,656

TOTAL SERVICES

59,689,982

TECHNOLOGY - 12.8%

Communications Equipment - 3.1%

American Tower Corp. Class A (a)

2,725,750

103,237,781

CIENA Corp. (a)

521,500

42,371,875

Cisco Systems, Inc. (a)

3,970,828

151,884,171

Comverse Technology, Inc. (a)

19,500

2,118,188

Nokia AB sponsored ADR

68,100

2,962,350

Plantronics, Inc. (a)

142,600

6,702,200

309,276,565

Computer Services & Software - 5.8%

Acxiom Corp. (a)

163,700

6,374,069

Adobe Systems, Inc.

1,991,300

115,868,769

Aether Systems, Inc. (a)

20,600

805,975

Affiliated Computer Services, Inc.
Class A (a)

196,800

11,943,300

Ariba, Inc. (a)

373,800

20,045,025

Automatic Data Processing, Inc.

1,730,500

109,562,281

BEA Systems, Inc. (a)

706,394

47,549,146

Check Point Software
Technologies Ltd. (a)

38,900

5,195,581

Documentum, Inc. (a)

107,500

5,341,406

First Data Corp.

493,800

26,017,088

i2 Technologies, Inc. (a)

46,100

2,506,688

IMS Health, Inc.

310,000

8,370,000

Informatica Corp. (a)

157,200

6,219,225

J.D. Edwards & Co. (a)

162,350

2,891,859

Keane, Inc. (a)

21,300

207,675

Manugistics Group, Inc. (a)

921,100

52,502,700

Mentor Graphics Corp. (a)

160,800

4,411,950

National Data Corp.

7,800

285,675

Netegrity, Inc. (a)

321,900

17,503,313

NetIQ Corp. (a)

233,200

20,375,850

Oracle Corp. (a)

139,810

4,063,228

Peregrine Systems, Inc. (a)

50,000

987,500

Polycom, Inc. (a)

186,900

6,015,844

Rational Software Corp. (a)

996,300

38,793,431

Siebel Systems, Inc. (a)

83,900

5,673,738

SmartForce PLC sponsored ADR (a)

29,400

1,104,338

Sonus Networks, Inc.

200,497

5,062,549

SunGard Data Systems, Inc. (a)

349,200

16,456,050

The BISYS Group, Inc. (a)

241,800

12,603,825

Shares

Value (Note 1)

VeriSign, Inc. (a)

80

$ 5,935

VERITAS Software Corp. (a)

145,262

12,710,425

567,454,438

Computers & Office Equipment - 2.8%

Brocade Communications
Systems, Inc. (a)

1,325,300

121,679,106

Computer Network Technology Corp. (a)

137,200

3,953,075

Diebold, Inc.

140,200

4,679,175

EMC Corp. (a)

48,300

3,211,950

Juniper Networks, Inc. (a)

366,000

46,138,875

Network Appliance, Inc. (a)

4,900

314,519

Sun Microsystems, Inc. (a)

2,470,400

68,862,400

Symbol Technologies, Inc.

824,760

29,691,360

278,530,460

Electronic Instruments - 0.9%

Agilent Technologies, Inc. (a)

75,020

4,107,345

Ixia (a)

12,700

290,513

Novellus Systems, Inc. (a)

136,800

4,916,250

Teradyne, Inc. (a)

103,100

3,840,475

Thermo Electron Corp. (a)

1,192,932

35,489,727

TriPath Imaging, Inc. (a)

9,700

84,875

Waters Corp. (a)

498,000

41,583,000

90,312,185

Electronics - 0.2%

Cirrus Logic, Inc. (a)

473,800

8,883,750

Elantec Semiconductor, Inc. (a)

56,400

1,565,100

Integrated Device Technology, Inc. (a)

14,200

470,375

Intersil Holding Corp. Class A

150,900

3,461,269

Solectron Corp. (a)

28,900

979,710

15,360,204

TOTAL TECHNOLOGY

1,260,933,852

TRANSPORTATION - 2.2%

Air Transportation - 1.0%

Continental Airlines, Inc. Class B (a)

331,700

17,124,013

Ryanair Holdings PLC sponsored ADR (a)

521,110

29,019,313

Southwest Airlines Co.

1,715,587

57,523,632

103,666,958

Railroads - 0.2%

Canadian National Railway Co.

93,500

2,765,959

Canadian Pacific Ltd.

256,500

7,314,151

CSX Corp.

16,200

420,188

Union Pacific Corp.

118,400

6,008,800

16,509,098

Trucking & Freight - 1.0%

C.H. Robinson Worldwide, Inc.

910,100

28,611,269

Exel PLC

1,855,280

26,310,839

Expeditors International of
Washington, Inc.

431,650

23,174,209

Common Stocks - continued

Shares

Value (Note 1)

TRANSPORTATION - continued

Trucking & Freight - continued

M.S. Carriers, Inc. (a)

3,800

$ 124,450

Swift Transportation Co., Inc. (a)

1,010,400

20,018,550

98,239,317

TOTAL TRANSPORTATION

218,415,373

UTILITIES - 2.8%

Cellular - 0.3%

AT&T Corp. - Wireless Group

746,700

12,927,244

Nextel Communications, Inc. Class A (a)

102,200

2,529,450

NTT DoCoMo, Inc.

933

16,070,736

Sonera Corp.

238,900

4,343,115

35,870,545

Electric Utility - 2.0%

AES Corp. (a)

430,560

23,842,260

Ameren Corp.

39,000

1,806,188

American Electric Power Co., Inc.

453,120

21,070,080

Cinergy Corp.

54,500

1,914,313

Dominion Resources, Inc.

500

33,500

Duke Energy Corp.

295,500

25,191,375

Entergy Corp.

140,270

5,935,174

Exelon Corp.

486,700

34,171,207

FPL Group, Inc.

303,200

21,754,600

GPU, Inc.

140,300

5,164,794

National Grid Group PLC

1,159,900

10,536,170

NiSource, Inc.

147,300

4,529,475

Progress Energy, Inc.

143,600

7,063,325

Public Service Enterprise Group, Inc.

34,200

1,662,975

Southern Co.

784,590

26,087,618

Utilicorp United, Inc.

171,200

5,307,200

Wisconsin Energy Corp.

13,200

297,825

196,368,079

Gas - 0.3%

Dynegy, Inc. Class A

294,442

16,507,155

Enron Corp.

89,200

7,414,750

Sempra Energy

60,500

1,406,625

Westcoast Energy, Inc.

32,300

779,923

26,108,453

Telephone Services - 0.2%

BellSouth Corp.

212,700

8,707,406

KPNQwest NV (a)

288,000

5,454,000

Qwest Communications
International, Inc. (a)

189,439

7,766,999

21,928,405

TOTAL UTILITIES

280,275,482

TOTAL COMMON STOCKS

(Cost $7,095,091,997)

8,581,230,804

Convertible Bonds - 0.0%

Moody's Ratings (unaudited)

Principal Amount (f)

Value
(Note 1)

FINANCE - 0.0%

Banks - 0.0%

Royal Bank of Scotland Group PLC euro 0% 12/1/03 (Reg. S) (d)
(Cost $798,761)

-

GBP

704,573

$ 872,983

U.S. Treasury Obligations - 2.6%

U.S. Treasury Bills, yield
at date of purchase
5.97% to 6.2% 1/11/01
to 3/1/01 (e)

-

5,200,000

5,174,202

U.S. Treasury Bonds:

5.5% 8/15/28

Aaa

22,500,000

22,310,100

6.125% 11/15/27

Aaa

63,000,000

67,735,080

6.375% 8/15/27

Aaa

66,000,000

73,095,000

6.5% 11/15/26

Aaa

20,000,000

22,462,400

6.75% 8/15/26

Aaa

9,900,000

11,456,181

6.875% 8/15/25

Aaa

36,500,000

42,699,160

7.625% 2/15/25

Aaa

9,500,000

12,042,770

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $239,068,582)

256,974,893

Cash Equivalents - 10.4%

Shares

Fidelity Cash Central Fund, 6.53% (b)

962,133,447

962,133,447

Fidelity Securities Lending Cash Central Fund, 6.61% (b)

60,116,350

60,116,350

TOTAL CASH EQUIVALENTS

(Cost $1,022,249,797)

1,022,249,797

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $8,357,209,137)

9,861,328,477

NET OTHER ASSETS - (0.2)%

(17,223,328)

NET ASSETS - 100%

$ 9,844,105,149

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

177 S&P 500 Stock Index Contracts

March 2001

$ 59,073,750

$ (458,688)

The face value of futures purchased as a percentage of net assets - 0.6%

Currency Abbreviations

GBP

-

British pound

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Forsoft Ltd.

$ -

$ 14,233,121

$ -

$ -

PJ America, Inc.

-

-

-

3,235,706

TOTALS

$ -

$ 14,233,121

$ -

$ 3,235,706

(d) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of
the securities pledged amounted to $2,977,123.

(f) Principal amounts are stated in United States dollars unless otherwise noted.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $16,356,927,770 and $16,251,368,358, respectively, of which long-term U.S. government and government obligations aggregated $0 and $5,867,969, respectively.

The market value of futures contracts opened and closed during the period amounted to $1,066,432,211 and $1,022,745,140, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $776,911 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $57,623,819. The fund received cash collateral of $60,116,350 which was invested in cash equivalents.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

89.1%

United Kingdom

3.2

Canada

3.0

Japan

1.3

Ireland

1.0

Others (individually less than 1%)

2.4

100.0%

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $8,451,680,345. Net unrealized appreciation aggregated $1,409,648,132, of which $1,737,634,466 related to appreciated investment securities and $327,986,334 related to depreciated investment securities.

The fund hereby designates approximately $893,502,000 as a capital gain dividend for the purpose of the dividend paid deduction.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $8,357,209,137) -
See accompanying schedule

$ 9,861,328,477

Cash

1,570,305

Foreign currency held at value
(cost $466,283)

481,634

Receivable for investments sold

70,818,949

Receivable for fund shares sold

4,091,178

Dividends receivable

4,554,019

Interest receivable

9,965,096

Other receivables

957,321

Total assets

9,953,766,979

Liabilities

Payable for investments purchased

$ 35,043,513

Payable for fund shares redeemed

9,148,016

Accrued management fee

4,655,164

Distribution fees payable

116,793

Payable for daily variation on
futures contracts

702,159

Other payables and
accrued expenses

349,514

Collateral on securities loaned,
at value

60,116,350

Total liabilities

110,131,509

Net Assets

$ 9,843,635,470

Net Assets consist of:

Paid in capital

$ 8,146,007,632

Undistributed net investment income

67,012,238

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

126,987,941

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

1,503,627,659

Net Assets

$ 9,843,635,470

Initial Class:
Net Asset Value, offering price
and redemption price per share ($8,516,463,560
÷ 358,659,377 shares)

$23.75

Service Class:
Net Asset Value, offering price
and redemption price per share ($1,245,221,785
÷
52,598,283 shares)

$23.67

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($81,950,125
÷
3,466,103 shares)

$23.64

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 57,763,028

Interest

73,495,950

Security lending

2,129,917

Total income

133,388,895

Expenses

Management fee

$ 57,891,721

Transfer agent fees

6,603,056

Distribution fees

1,153,036

Accounting and security lending fees

898,738

Non-interested trustees' compensation

33,997

Custodian fees and expenses

549,586

Registration fees

43,475

Audit

57,874

Legal

78,894

Miscellaneous

297,080

Total expenses before reductions

67,607,457

Expense reductions

(2,536,189)

65,071,268

Net investment income

68,317,627

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities
(including realized gain (loss)
of ($6,736,275) on sales of investments in affiliated issuers)

209,183,963

Foreign currency transactions

(152,560)

Futures contracts

(4,181,856)

204,849,547

Change in net unrealized appreciation (depreciation) on:

Investment securities

(961,770,464)

Assets and liabilities in
foreign currencies

(31,647)

Futures contracts

(468,165)

(962,270,276)

Net gain (loss)

(757,420,729)

Net increase (decrease) in net assets resulting from operations

$ (689,103,102)

Other Information

Expense reductions
Directed brokerage arrangements

$ 2,524,248

Custodian credits

11,941

$ 2,536,189

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 68,317,627

$ 37,064,074

Net realized gain (loss)

204,849,547

1,238,554,251

Change in net unrealized appreciation (depreciation)

(962,270,276)

533,893,873

Net increase (decrease) in net assets resulting from operations

(689,103,102)

1,809,512,198

Distributions to shareholders
From net investment income

(35,814,293)

(32,779,255)

From net realized gain

(1,235,476,968)

(240,381,202)

Total distributions

(1,271,291,261)

(273,160,457)

Share transactions - net increase (decrease)

2,023,685,153

1,702,847,259

Total increase (decrease) in net assets

63,290,790

3,239,199,000

Net Assets

Beginning of period

9,780,344,680

6,541,145,680

End of period (including undistributed net investment income of $67,012,238 and $34,775,260, respectively)

$ 9,843,635,470

$ 9,780,344,680

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

53,448,851

$ 1,355,965,735

75,689,715

$ 1,921,467,155

Reinvested

45,653,334

1,161,877,344

11,119,147

266,192,366

Redeemed

(49,325,329)

(1,240,820,402)

(39,357,256)

(1,004,869,657)

Net increase (decrease)

49,776,856

$ 1,277,022,677

47,451,606

$ 1,182,789,864

Service Class
Sold

24,126,050

$ 612,579,539

20,768,738

$ 530,250,534

Reinvested

4,305,875

109,369,237

291,308

6,968,091

Redeemed

(2,471,479)

(61,156,455)

(669,866)

(17,161,230)

Net increase (decrease)

25,960,446

$ 660,792,321

20,390,180

$ 520,057,395

Service Class 2 A
Sold

3,591,561

$ 88,871,209

Reinvested

1,759

44,679

Redeemed

(127,217)

(3,045,733)

Net increase (decrease)

3,466,103

$ 85,870,155

Distributions
From net investment income
Initial Class

$ 32,731,929

$ 31,943,084

Service Class

3,081,105

836,171

Service Class 2 A

1,259

-

Total

$ 35,814,293

$ 32,779,255

From net realized gain
Initial Class

$ 1,129,145,416

$ 234,249,282

Service Class

106,288,132

6,131,920

Service Class 2 A

43,420

-

Total

$ 1,235,476,968

$ 240,381,202

$ 1,271,291,261

$ 273,160,457

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 29.15

$ 24.44

$ 19.94

$ 16.56

$ 13.79

Income from Investment Operations

Net investment income

.17 D

.12 D

.13 D

.16 D

.14

Net realized and unrealized gain (loss)

(1.84)

5.59

5.54

3.73

2.76

Total from investment operations

(1.67)

5.71

5.67

3.89

2.90

Less Distributions

From net investment income

(.11) G

(.12)

(.14)

(.14)

-

From net realized gain

(3.62) G

(.88)

(1.03)

(.37)

(.13)

Total distributions

(3.73)

(1.00)

(1.17)

(.51)

(.13)

Net asset value, end of period

$ 23.75

$ 29.15

$ 24.44

$ 19.94

$ 16.56

Total Return B, C

(6.58)%

24.25%

29.98%

24.14%

21.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 8,516,464

$ 9,005,129

$ 6,388,592

$ 4,107,868

$ 2,394,103

Ratio of expenses to average net assets

.66%

.67%

.70%

.71%

.74%

Ratio of expenses to average net assets after expense reductions

.63% F

.65% F

.66% F

.68% F

.71% F

Ratio of net investment income to average net assets

.69%

.48%

.62%

.90%

1.33%

Portfolio turnover rate

177%

172%

201%

142%

178%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 29.10

$ 24.42

$ 19.93

$ 19.99

Income from Investment Operations

Net investment income D

.15

.10

.11

.03

Net realized and unrealized gain (loss)

(1.85)

5.58

5.55

(.09)

Total from investment operations

(1.70)

5.68

5.66

(.06)

Less Distributions

From net investment income

(.11) G

(.12)

(.14)

-

From net realized gain

(3.62) G

(.88)

(1.03)

-

Total distributions

(3.73)

(1.00)

(1.17)

-

Net asset value, end of period

$ 23.67

$ 29.10

$ 24.42

$ 19.93

Total Return B, C

(6.71)%

24.15%

29.94%

(0.30)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,245,222

$ 775,216

$ 152,553

$ 3,722

Ratio of expenses to average net assets

.76%

.78%

.80%

.81% A

Ratio of expenses to average net assets after expense reductions

.74% F

.75% F

.75% F

.78% A, F

Ratio of net investment income to average net assets

.59%

.37%

.53%

1.14% A

Portfolio turnover rate

177%

172%

201%

142%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 28.20

Income from Investment Operations

Net investment income D

.10

Net realized and unrealized gain (loss)

(.93)

Total from investment operations

(.83)

Less Distributions

From net investment income

(.11) G

From net realized gain

(3.62) G

Total distributions

(3.73)

Net asset value, end of period

$ 23.64

Total Return B, C

(3.86)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 81,950

Ratio of expenses to average net assets

.92% A

Ratio of expenses to average net assets after expense reductions

.90% A, F

Ratio of net investment income to average net assets

.43% A

Portfolio turnover rate

177%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. Average annual total returns for Service Class share will appear once the fund is a year old. In addition, the growth of a hypothetical $10,000 investment in the fund will appear in the fund's next report six months from now.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

RJ Reynolds Tobacco Holdings, Inc.

8.4

Nokia AB sponsored ADR

6.4

Philip Morris Companies, Inc.

5.0

Juniper Networks, Inc.

5.0

Redback Networks, Inc.

3.6

28.4

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Technology

42.9

Health

17.9

Nondurables

17.0

Finance

8.6

Industrial Machinery & Equipment

4.2

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks

99.9%

Short-Term
Investments and
Net Other Assets

0.1%



* Foreign investments

8.7%

Annual Report

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Fergus Shiel, Portfolio Manager of Dynamic Capital Appreciation Portfolio

Q. How did the fund perform, Fergus?

A. From its inception on September 25, 2000, through December 31, 2000, the fund's return fell short of its benchmark, the Standard & Poor's 500 Index, which returned -7.98% during the same time frame.

Q. What factors caused the fund to underperform its index during the brief period?

A. Overweighting the technology sector, which suffered a sharp decline in prices during the fourth quarter of 2000, was the biggest factor affecting the fund's relative performance. Technology stocks were hurt by continued slowing in the domestic economy, a series of reports suggesting weaker corporate earnings growth, unforeseen oversupply in several industries such as semiconductors, and uncertainty surrounding the U.S. presidential election. However, my stock selection within the tech sector was relatively favorable. Not owning several underperforming first-tier technology names included in the index, such as Cisco Systems, Sun Microsystems and Microsoft, benefited the fund. But the gains made by those positive decisions were offset to some degree by my emphasis on emerging networking, data storage and wireless equipment manufacturers, such as Brocade Communications, Juniper Networks and BEA Systems, which held back performance as their stocks fell despite their fast growth rates. All told, stock selection in technology was roughly on par with the benchmark, but overweighting the sector dragged down the fund's return. Overall performance also was hurt by unfavorable stock selection relative to the index in the media and leisure, industrial equipment and health sectors.

Q. What strategies worked out well for the fund?

A. The fund's performance got a significant boost from my decision to overweight nondurables. Our large positions in Philip Morris and RJ Reynolds enhanced returns, as both rose briskly in the period after a long period of underperformance for both stocks. I couldn't ignore the positive fundamentals of tobacco stocks given their double-digit dividend yields, stock repurchase plans, free cash flow generation, and the possibility of potentially less onerous tobacco litigation going forward with a Republican presidency. An additional boost to performance came from my decision to remain underweighted in telephone utilities, a sector that generally was hurt by depleted pricing power.

Q. What stocks performed well?

A. Shares of Quintiles Transnational, a provider of information, technology and services to the pharmaceutical industry, performed well on positive sentiment surrounding its acquisition of Pharmacia's Stockholm clinical drug development unit. Smokeless tobacco and wine manufacturer UST performed well as a result of a new strategic business plan to accelerate earnings and the favorable outlook of a Republican presidency, which was seen as a positive influence on the tobacco industry. Similarly, the stock price of tobacco dealer DIMON hit a 52-week high in late December after it acquired the owner of its facilities in Greece.

Q. What stocks disappointed?

A. Shares of Internet security provider VeriSign, which benefits from the registration of existing domain names ending in .com, .org and .net, suffered from a decision by the Internet Corporation for Assigned Names and Numbers to add seven more domain names in 2001 - a move expected to increase competition for the company. I sold our entire position in the stock during the period. Elsewhere, global satellite television provider EchoStar, a significant competitor to cable TV, suffered from general weakness in the emerging telecommunications/media industry.

Q. Can you describe your investment strategy for this fund?

A. I look for companies with improving fundamentals, strong cash flow, increasing revenues and sustainable earnings growth rates, but with reasonable valuations. Most of the stocks owned by the fund will have market capitalizations - meaning the total value of all the outstanding shares of company stock - greater than $200 million. Most stocks also will be involved in a type of business that could act as a catalyst to propel stock performance during the course of the next six to 18 months. I utilize a bottom-up investment approach that stresses research and frequent company contact.

Q. What's your outlook?

A. I expect the market volatility to continue, as various equity sectors vie for market leadership. Within this investment climate, I think it will be difficult to outperform the S&P 500 index by simply owning a majority of technology stocks. Rather, I believe it will take a balanced mix of growth stocks of companies with strong fundamentals and consistent earnings growth across a variety of sectors to outperform the benchmark.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide capital appreciation

Start date: September 25, 2000

Size: as of December 31, 2000, more than
$2 million

Manager: J. Fergus Shiel, since inception; joined Fidelity in 1989

3

Annual Report

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 99.9%

Shares

Value (Note 1)

BASIC INDUSTRIES - 0.4%

Chemicals & Plastics - 0.4%

E.I. du Pont de Nemours and Co.

100

$ 4,831

PPG Industries, Inc.

100

4,631

9,462

DURABLES - 1.7%

Consumer Durables - 0.5%

Minnesota Mining & Manufacturing Co.

100

12,050

Consumer Electronics - 1.0%

Gemstar-TV Guide International, Inc. (a)

600

27,675

Textiles & Apparel - 0.2%

Coach, Inc.

200

5,750

TOTAL DURABLES

45,475

FINANCE - 8.6%

Federal Sponsored Credit - 1.5%

Fannie Mae

200

17,350

Freddie Mac

300

20,663

38,013

Insurance - 0.9%

XL Capital Ltd. Class A

260

22,718

Securities Industry - 6.2%

Charles Schwab Corp.

1,990

56,466

Merrill Lynch & Co., Inc.

820

55,914

Morgan Stanley Dean Witter & Co.

630

49,928

162,308

TOTAL FINANCE

223,039

HEALTH - 17.9%

Drugs & Pharmaceuticals - 16.5%

Bristol-Myers Squibb Co.

530

39,187

Eli Lilly & Co.

170

15,821

Human Genome Sciences, Inc. (a)

650

45,053

Immunex Corp. (a)

1,900

77,188

Medarex, Inc. (a)

730

29,748

Medimmune, Inc. (a)

925

44,111

Merck & Co., Inc.

520

48,685

Millennium Pharmaceuticals, Inc. (a)

550

34,031

Quintiles Transnational Corp. (a)

3,600

75,375

Schering-Plough Corp.

380

21,565

430,764

Medical Equipment & Supplies - 0.8%

Cardinal Health, Inc.

200

19,925

Medical Facilities Management - 0.6%

HEALTHSOUTH Corp. (a)

1,000

16,313

TOTAL HEALTH

467,002

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 4.2%

Electrical Equipment - 4.0%

General Electric Co.

1,040

$ 49,855

Scientific-Atlanta, Inc.

1,620

52,751

102,606

Pollution Control - 0.2%

Waste Management, Inc.

200

5,550

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

108,156

MEDIA & LEISURE - 3.2%

Broadcasting - 2.4%

EchoStar Communications Corp.
Class A (a)

1,990

45,273

Sirius Satellite Radio, Inc. (a)

600

17,963

63,236

Entertainment - 0.8%

Celtic PLC (a)

5,170

13,352

Mandalay Resort Group (a)

350

7,678

21,030

TOTAL MEDIA & LEISURE

84,266

NONDURABLES - 17.0%

Household Products - 0.2%

Colgate-Palmolive Co.

100

6,455

Tobacco - 16.8%

DIMON, Inc.

3,200

17,600

Philip Morris Companies, Inc.

2,970

130,680

RJ Reynolds Tobacco Holdings, Inc.

4,480

218,393

UST, Inc.

2,540

71,279

437,952

TOTAL NONDURABLES

444,407

RETAIL & WHOLESALE - 3.1%

Apparel Stores - 1.0%

AnnTaylor Stores Corp. (a)

1,000

24,938

Drug Stores - 0.4%

Walgreen Co.

250

10,453

Retail & Wholesale, Miscellaneous - 1.7%

Bed Bath & Beyond, Inc. (a)

1,500

33,563

Staples, Inc. (a)

900

10,631

44,194

TOTAL RETAIL & WHOLESALE

79,585

TECHNOLOGY - 42.9%

Communications Equipment - 10.5%

CIENA Corp. (a)

930

75,563

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Communications Equipment - continued

Corning, Inc.

600

$ 31,687

Nokia AB sponsored ADR

3,800

165,300

272,550

Computer Services & Software - 17.2%

At Home Corp. Series A (a)

4,000

22,125

BEA Systems, Inc. (a)

890

59,908

Check Point Software Technologies Ltd. (a)

350

46,747

Inktomi Corp. (a)

1,370

24,489

Keynote Systems, Inc. (a)

4,600

65,263

Openwave Systems, Inc. (a)

965

46,260

PeopleSoft, Inc. (a)

1,500

55,781

Redback Networks, Inc. (a)

2,300

94,300

VERITAS Software Corp. (a)

350

30,625

Vignette Corp. (a)

200

3,600

449,098

Computers & Office Equipment - 9.1%

Brocade Communications Systems, Inc. (a)

780

71,614

Juniper Networks, Inc. (a)

1,030

129,844

Network Appliance, Inc. (a)

570

36,587

238,045

Electronic Instruments - 3.1%

Applera Corp. - Applied Biosystems Group

100

9,406

KLA-Tencor Corp. (a)

600

20,213

Novellus Systems, Inc. (a)

600

21,563

PerkinElmer, Inc.

100

10,500

Teradyne, Inc. (a)

500

18,625

80,307

Electronics - 3.0%

RF Micro Devices, Inc. (a)

1,000

27,438

Texas Instruments, Inc.

1,080

51,165

78,603

TOTAL TECHNOLOGY

1,118,603

TRANSPORTATION - 0.1%

Air Transportation - 0.1%

Southwest Airlines Co.

100

3,353

UTILITIES - 0.8%

Telephone Services - 0.8%

Level 3 Communications, Inc. (a)

500

16,406

McLeodUSA, Inc. Class A (a)

300

4,238

20,644

TOTAL COMMON STOCKS

(Cost $2,709,622)

2,603,992

Cash Equivalents - 3.4%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 6.06%, dated 12/29/00 due 1/2/01
(Cost $88,000)

$ 88,059

$ 88,000

TOTAL INVESTMENT PORTFOLIO - 103.3%

(Cost $2,797,622)

2,691,992

NET OTHER ASSETS - (3.3)%

(85,333)

NET ASSETS - 100%

$ 2,606,659

Legend

(a) Non-income producing

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $4,224,026 and $1,339,578, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $97 for the period.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $2,850,894. Net unrealized depreciation aggregated $158,902, of which $222,064 related to appreciated investment securities and $380,966 related to depreciated investment securities.

The fund intends to elect to defer to its fiscal year ending December 31, 2001 approximately $111,000 of losses recognized during the period November 1, 2000 to December 31, 2000.

At December 31, 2000, the fund had a capital loss carryforward of approximately $8,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Dynamic Capital Appreciation Portfolio

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio
Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value (including repurchase agreements of $88,000) (cost $2,797,622) - See accompanying schedule

$ 2,691,992

Cash

559

Receivable for investments sold

55,282

Receivable for fund shares sold

2,634

Dividends receivable

4,016

Receivable from investment adviser for expense reductions

16,424

Total assets

2,770,907

Liabilities

Payable for investments purchased

$ 133,594

Payable for fund shares redeemed

15

Distribution fees payable

336

Other payables and
accrued expenses

30,303

Total liabilities

164,248

Net Assets

$ 2,606,659

Net Assets consist of:

Paid in capital

$ 2,885,851

Undistributed net investment income

1,264

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(174,826)

Net unrealized appreciation (depreciation) on investments

(105,630)

Net Assets

$ 2,606,659

Initial Class:
Net Asset Value, offering price
and redemption price per share
($255,754
÷ 30,001 shares)

$8.52

Service Class:
Net Asset Value, offering price and
redemption price per share
($802,288
÷ 94,131 shares)

$8.52

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($1,548,617
÷ 181,778 shares)

$8.52

Statement of Operations

September 25, 2000 (commencement of operations) to December 31, 2000

Investment Income

Dividends

$ 5,398

Interest

3,431

Total income

8,829

Expenses

Management fee

$ 2,628

Transfer agent fees

1,131

Distribution fees

714

Accounting fees and expenses

16,000

Non-interested trustees' compensation

1

Custodian fees and expenses

2,517

Registration fees

721

Audit

23,000

Total expenses before reductions

46,712

Expense reductions

(39,273)

7,439

Net investment income

1,390

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(174,826)

Foreign currency transactions

(124)

(174,950)

Change in net unrealized appreciation (depreciation)
on investment securities

(105,630)

Net gain (loss)

(280,580)

Net increase (decrease) in net assets resulting from operations

$ (279,190)

Other Information

Expense reductions
FMR reimbursement:

Initial Class

$ 6,371

Service Class

13,870

Service Class 2

19,015

Directed brokerage arrangements

2

Custodian credits

15

$ 39,273

See accompanying notes which are an integral part of the financial statements.

Annual Report

Variable Insurance Products: Dynamic Capital Appreciation Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

September 25, 2000
(commencement
of operations) to
December 31,
2000

Operations
Net investment income

$ 1,390

Net realized gain (loss)

(174,950)

Change in net unrealized appreciation (depreciation)

(105,630)

Net increase (decrease) in net assets resulting from operations

(279,190)

Share transactions - net increase (decrease)

2,885,849

Total increase (decrease) in net assets

2,606,659

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $1,264)

$ 2,606,659

Other Information:

Year ended
December 31, 2000
A

Shares

Dollars

Share transactions
Initial Class
Sold

30,001

$ 300,008

Reinvested

-

-

Redeemed

-

-

Net increase (decrease)

30,001

$ 300,008

Service Class
Sold

157,395

$ 1,497,499

Reinvested

-

-

Redeemed

(63,264)

(583,157)

Net increase (decrease)

94,131

$ 914,342

Service Class 2
Sold

182,014

$ 1,673,653

Reinvested

-

-

Redeemed

(236)

(2,154)

Net increase (decrease)

181,778

$ 1,671,499

A Share transactions are for the period September 25, 2000 (commencement of operations) to December 31, 2000

See accompanying notes which are an integral part of the financial statements.

Dynamic Capital Appreciation Portfolio

Financial Highlights - Initial Class

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.01

Net realized and unrealized gain (loss)

(1.49)

Total from investment operations

(1.48)

Net asset value, end of period

$ 8.52

Total Return B, C

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 256

Ratio of expenses to average net assets

1.50% A, F

Ratio of net investment income to average net assets

.47% A

Portfolio turnover rate

295% A

Financial Highlights - Service Class

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.01

Net realized and unrealized gain (loss)

(1.49)

Total from investment operations

(1.48)

Net asset value, end of period

$ 8.52

Total Return B, C

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 802

Ratio of expenses to average net assets

1.60% A, F

Ratio of net investment income to average net assets

.36% A

Portfolio turnover rate

295% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total return would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period September 25, 2000 (commencement of operations) to December 31, 2000.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.00

Net realized and unrealized gain (loss)

(1.48)

Total from investment operations

(1.48)

Net asset value, end of period

$ 8.52

Total Return B, C

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,549

Ratio of expenses to average net assets

1.75% A, F

Ratio of net investment income to average net assets

.21% A

Portfolio turnover rate

295% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total return would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period September 25, 2000 (commencement of operations) to December 31, 2000.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Dynamic Capital Appreciation Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Equity-Income -
Service Class

8.30%

13.44%

17.32%

Russell 3000 Value

8.04%

16.48%

17.29%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Russell 3000 Value Index - a market capitalization-weighted index of value-oriented stocks of U.S. domiciled corporations. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Equity-Income Portfolio - Service Class on December 31, 1990. As the chart shows, by December 31, 2000, the value of the investment would have grown to $49,379 - a 393.79% increase on the initial investment. For comparison, look at how the Russell 3000 Value Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $49,253 - a 392.53% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Citigroup, Inc.

4.2

Fannie Mae

3.9

Exxon Mobil Corp.

3.6

General Electric Co.

2.9

SBC Communications, Inc.

2.4

17.0

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

27.8

Energy

13.1

Utilities

9.7

Health

8.0

Industrial Machinery & Equipment

7.1

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks

97.6%

Bonds

1.4%

Short-Term
Investments and
Net Other Assets

1.0%



* Foreign investments

6.9%

Annual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Steve Petersen, Portfolio Manager of Equity-Income Portfolio

Q. How did the fund perform, Steve?

A. The fund performed relatively well during a very challenging year for equities. For the 12-month period ending December 31, 2000, the fund outperformed the Russell 3000 Value Index, which returned 8.04%.

Q. What accounted for the fund's good performance relative to its benchmark?

A. The single most important factor was the performance of technology stocks. Throughout the year, the fund was underweighted in technology stocks relative to the Russell 3000 Value Index. In the early part of the year, technology stocks did well and the fund struggled. However, after the tech-heavy NASDAQ index peaked in March and began its long slide, the fund's lower concentration of technology stocks helped buffer it from the extreme volatility and negative performance of that sector. On the down side, the fund was underweighted in utility stocks, which, other than the telecommunications segment, had a great year as investors sought their relative safety.

Q. What strategy did you pursue during the year?

A. I generally followed my long-term strategy of searching for solid, attractively valued companies that deliver strong dividend yields. This strategy paid off. After several years of a market dominated by growth stocks, the economic tide turned and value stocks had their day. Many of our holdings benefited from this improving environment. The fund's sector weightings remained similar throughout the year, although I slightly increased our holdings in larger capitalization, dividend-paying technology companies later in the period. As technology stocks began to perform poorly, their valuations looked more attractive. I believed that there were some good long-term opportunities in this area, because technology has demonstrated faster earnings growth than other sectors. If I found stocks that looked cheap, I added them very selectively.

Q. Which stocks contributed to the fund's good performance?

A. The fund's financial holdings, representing the largest sector weighting in the portfolio, generally performed well. While they didn't really take off until late in the year - when the market reacted to a slowing economy and anticipated lower interest rates - these stocks still had a positive impact on the fund's return. After a tough year, Fannie Mae came back strong. A Congressional committee attempting to discontinue the U.S. government's implied guarantee of Fannie Mae's debt finally resolved the issue, leaving the government's line of credit intact. Growing expectations for lower interest rates late in the year gave Fannie Mae and many other financial stocks tremendous fourth quarter performance. Citigroup, the fund's largest holding, performed well, resulting from its subsidiary Salomon Smith Barney's strong revenues and lower anticipated interest rates. Bank of New York's stock also did well. The company's successful custody business helped its revenue growth and overall performance.

Q. What about disappointments?

A. BP Amoco projected lower-than-expected production growth over the next couple of years. Although the company's performance was good, it could not match the growth projections of its competitors, and its stock price dropped as investors sought better opportunities elsewhere. AT&T experienced lower earnings growth and, along with its competitors, was hurt by slowing business applications for telecommunications and data transmission resulting from overcapacity. I sold a portion of this stock from the portfolio. The fund's fourth-largest holding, General Electric, saw its stock price drop after years of strong performance, reflecting the market's skepticism about GE's ability to continue to grow at previous levels and its valuation, which was among the highest in industrial America.

Q. What's your outlook, Steve?

A. I'm a bit more optimistic than I've been in the recent past. Although it's becoming increasingly clear that the economy is slowing - which could hurt corporate earnings in 2001 - the good news is that as the economy weakens, the Federal Reserve Board will be more likely to cut interest rates aggressively. In addition, the new Bush Administration brings with it a push for major tax cuts as part of its overall policy package, which could help to stimulate the economy. From my perspective, these signs point to potential good news for value investing.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks reasonable income while maintaining a yield that exceeds the composite dividend yield of the S&P 500®; also considers the potential for capital appreciation

Start date: October 9, 1986

Size: as of December 31, 2000, more than $10.6 billion

Manager: Stephen Petersen, since 1997; joined Fidelity in 1980

3

Annual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 95.2%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 3.9%

Aerospace & Defense - 3.3%

Boeing Co.

895,200

$ 59,083,200

Honeywell International, Inc.

1,758,825

83,214,408

Lockheed Martin Corp.

177,300

6,019,335

Rockwell International Corp.

592,100

28,198,763

Textron, Inc.

1,527,400

71,024,100

United Technologies Corp.

1,318,600

103,674,925

351,214,731

Defense Electronics - 0.2%

Raytheon Co. Class B

780,200

24,234,963

Ship Building & Repair - 0.4%

General Dynamics Corp.

505,700

39,444,600

TOTAL AEROSPACE & DEFENSE

414,894,294

BASIC INDUSTRIES - 6.2%

Chemicals & Plastics - 3.1%

Arch Chemicals, Inc.

292,600

5,193,650

Celanese AG

151,110

2,754,242

Crompton Corp.

1,090,651

11,451,836

Dow Chemical Co.

820,200

30,039,825

E.I. du Pont de Nemours and Co.

970,249

46,875,155

Engelhard Corp.

196,800

4,009,800

Great Lakes Chemical Corp.

1,060,100

39,422,469

Hercules Trust II unit

15,700

8,556,500

Hercules, Inc.

649,700

12,384,906

IMC Global, Inc.

1,626,800

25,317,075

Millennium Chemicals, Inc.

749,200

13,579,250

Newell Rubbermaid, Inc.

473,667

10,775,924

Olin Corp.

712,700

15,768,488

PolyOne Corp.

979,200

5,752,800

Praxair, Inc.

1,203,612

53,410,283

Solutia, Inc.

1,690,200

20,282,400

Union Carbide Corp.

376,200

20,244,263

325,818,866

Iron & Steel - 0.4%

Allegheny Technologies, Inc.

419,150

6,654,006

Dofasco, Inc.

749,800

10,052,681

Nucor Corp.

628,100

24,927,719

41,634,406

Metals & Mining - 1.0%

Alcoa, Inc.

2,261,316

75,754,086

Phelps Dodge Corp.

556,500

31,059,656

Ryerson Tull, Inc.

639,923

5,279,365

112,093,107

Packaging & Containers - 0.2%

Ball Corp.

432,843

19,937,831

Paper & Forest Products - 1.5%

Bowater, Inc.

798,600

45,021,075

Georgia-Pacific Group

1,188,700

36,998,288

International Paper Co.

199,200

8,129,850

Shares

Value (Note 1)

Kimberly-Clark Corp.

539,400

$ 38,130,186

Smurfit-Stone Container Corp. (a)

755,400

11,283,788

Weyerhaeuser Co.

469,900

23,847,425

163,410,612

TOTAL BASIC INDUSTRIES

662,894,822

CONSTRUCTION & REAL ESTATE - 1.5%

Building Materials - 0.5%

Fortune Brands, Inc.

805,700

24,171,000

Masco Corp.

1,265,800

32,515,238

56,686,238

Real Estate Investment Trusts - 1.0%

Alexandria Real Estate Equities, Inc.

139,900

5,202,531

Crescent Real Estate Equities Co.

810,400

18,031,400

Duke-Weeks Realty Corp.

434,622

10,702,567

Equity Office Properties Trust

524,500

17,111,813

Equity Residential Properties Trust (SBI)

649,500

35,925,469

Public Storage, Inc.

609,700

14,823,331

101,797,111

TOTAL CONSTRUCTION & REAL ESTATE

158,483,349

DURABLES - 2.1%

Autos, Tires, & Accessories - 0.9%

AutoNation, Inc.

642,800

3,856,800

Eaton Corp.

428,300

32,202,806

Johnson Controls, Inc.

333,600

17,347,200

Navistar International Corp. (a)

387,600

10,150,275

Pep Boys-Manny, Moe & Jack

662,100

2,400,113

TRW, Inc.

801,700

31,065,875

97,023,069

Consumer Durables - 0.8%

Minnesota Mining & Manufacturing Co.

451,600

54,417,800

Snap-On, Inc.

1,102,000

30,718,250

85,136,050

Consumer Electronics - 0.3%

Black & Decker Corp.

288,800

11,335,400

Maytag Corp.

248,120

8,017,378

Whirlpool Corp.

137,100

6,537,956

25,890,734

Textiles & Apparel - 0.1%

Kellwood Co.

612,840

12,946,245

TOTAL DURABLES

220,996,098

ENERGY - 13.1%

Energy Services - 1.8%

Baker Hughes, Inc.

1,695,400

70,465,063

Halliburton Co.

2,882,900

104,505,125

Schlumberger Ltd. (NY Shares)

215,400

17,218,538

192,188,726

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - 11.3%

Anadarko Petroleum Corp.

361,302

$ 25,681,346

BP Amoco PLC sponsored ADR

3,400,742

162,810,523

Burlington Resources, Inc.

693,300

35,011,650

Chevron Corp.

1,280,171

108,094,439

Conoco, Inc.:

Class A

788,400

22,567,950

Class B

2,354,415

68,130,884

Devon Energy Corp.

293,965

17,923,025

Exxon Mobil Corp.

4,402,718

382,761,296

Petroleo Brasileiro SA Petrobras sponsored ADR (a)

134,700

3,401,175

Royal Dutch Petroleum Co. (NY Shares)

1,840,400

111,459,225

TotalFinaElf SA:

Class B

448,000

65,127,998

sponsored ADR

2,183,396

158,705,597

USX - Marathon Group

1,621,100

44,985,525

1,206,660,633

TOTAL ENERGY

1,398,849,359

FINANCE - 27.4%

Banks - 11.2%

Bank of America Corp.

2,658,090

121,939,879

Bank of New York Co., Inc.

3,166,200

174,734,663

Bank One Corp.

2,532,138

92,739,554

Chase Manhattan Corp.

3,758,050

170,756,397

Comerica, Inc.

1,601,800

95,106,875

Firstar Corp.

1,151,600

26,774,700

FleetBoston Financial Corp.

1,533,300

57,594,581

Mellon Financial Corp.

2,266,900

111,503,144

National Bank of Canada

1,025,336

18,192,328

PNC Financial Services Group, Inc.

457,500

33,426,094

U.S. Bancorp

2,928,094

85,463,744

Wells Fargo & Co.

3,612,000

201,143,250

1,189,375,209

Credit & Other Finance - 6.9%

American Express Co.

2,643,416

145,222,667

Citigroup, Inc.

8,878,420

453,354,281

Household International, Inc.

2,527,647

139,020,585

737,597,533

Federal Sponsored Credit - 4.4%

Fannie Mae

4,762,300

413,129,525

Freddie Mac

851,500

58,647,063

471,776,588

Insurance - 3.4%

ACE Ltd.

1,474,100

62,557,119

Shares

Value (Note 1)

Allstate Corp.

596,300

$ 25,976,319

American International Group, Inc.

473,850

46,703,841

Conseco, Inc.

340,400

4,489,025

Hartford Financial Services Group, Inc.

1,691,600

119,469,250

Highlands Insurance Group, Inc. (a)

371,100

3,339,900

The Chubb Corp.

382,500

33,086,250

The St. Paul Companies, Inc.

323,500

17,570,094

UnumProvident Corp.

1,089,800

29,288,375

XL Capital Ltd. Class A

222,600

19,449,675

361,929,848

Savings & Loans - 0.2%

TCF Financial Corp.

232,200

10,347,413

Washington Mutual, Inc.

222,600

11,811,713

22,159,126

Securities Industry - 1.3%

Brascan Corp. Class A (ltd. vtg.)

2,699,800

39,528,155

Morgan Stanley Dean Witter & Co.

883,700

70,033,225

Nomura Securities Co. Ltd.

1,392,000

25,011,455

134,572,835

TOTAL FINANCE

2,917,411,139

HEALTH - 8.0%

Drugs & Pharmaceuticals - 6.2%

Bristol-Myers Squibb Co.

2,674,200

197,723,663

Eli Lilly & Co.

2,053,000

191,057,313

Merck & Co., Inc.

1,595,700

149,397,413

Schering-Plough Corp.

2,129,530

120,850,828

659,029,217

Medical Equipment & Supplies - 1.3%

Abbott Laboratories

1,312,100

63,554,844

Becton, Dickinson & Co.

680,800

23,572,700

Cardinal Health, Inc.

481,100

47,929,588

135,057,132

Medical Facilities Management - 0.5%

HCA - The Healthcare Co.

1,261,950

55,538,420

TOTAL HEALTH

849,624,769

INDUSTRIAL MACHINERY & EQUIPMENT - 7.0%

Electrical Equipment - 2.9%

General Electric Co.

6,411,400

307,346,488

Industrial Machinery & Equipment - 4.0%

Caterpillar, Inc.

1,191,100

56,353,919

CNH Global NV

506,200

4,365,975

Deere & Co.

1,258,250

57,643,578

Illinois Tool Works, Inc.

514,400

30,638,950

Ingersoll-Rand Co.

799,500

33,479,063

Kennametal, Inc.

507,726

14,787,520

Parker-Hannifin Corp.

1,047,700

46,229,763

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Industrial Machinery & Equipment - continued

Pentair, Inc.

236,600

$ 5,722,763

Tyco International Ltd.

3,126,846

173,539,953

422,761,484

Pollution Control - 0.1%

Republic Services, Inc. (a)

665,500

11,438,281

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

741,546,253

MEDIA & LEISURE - 4.1%

Broadcasting - 0.3%

Clear Channel Communications, Inc. (a)

401,600

19,452,500

Time Warner, Inc.

257,854

13,470,293

32,922,793

Entertainment - 2.4%

Fox Entertainment Group, Inc. Class A (a)

1,227,000

21,932,625

Mandalay Resort Group (a)

793,600

17,409,600

MGM Mirage, Inc.

851,970

24,014,904

Park Place Entertainment Corp. (a)

536,500

6,404,469

Six Flags, Inc. (a)

592,000

10,175,000

Viacom, Inc. Class B (non-vtg.) (a)

3,127,118

146,192,767

Walt Disney Co.

1,064,300

30,798,181

256,927,546

Lodging & Gaming - 0.5%

Harrah's Entertainment, Inc. (a)

520,200

13,720,275

Starwood Hotels & Resorts Worldwide, Inc. unit

1,017,381

35,862,680

49,582,955

Publishing - 0.4%

Reader's Digest Association, Inc.
Class A (non-vtg.)

953,200

37,293,950

Tribune Co.

109,700

4,634,825

41,928,775

Restaurants - 0.5%

McDonald's Corp.

1,562,400

53,121,600

TOTAL MEDIA & LEISURE

434,483,669

NONDURABLES - 3.7%

Beverages - 0.0%

Brown-Forman Corp. Class B (non-vtg.)

57,200

3,803,800

Foods - 0.1%

H.J. Heinz Co.

182,800

8,671,575

Household Products - 2.0%

Avon Products, Inc.

915,600

43,834,350

Clorox Co.

515,400

18,296,700

Dial Corp.

712,800

7,840,800

Gillette Co.

1,280,100

46,243,613

Procter & Gamble Co.

796,100

62,444,094

Unilever PLC

4,312,914

37,266,272

215,925,829

Shares

Value (Note 1)

Tobacco - 1.6%

Philip Morris Companies, Inc.

3,741,200

$ 164,612,800

TOTAL NONDURABLES

393,014,004

PRECIOUS METALS - 0.0%

Newmont Mining Corp.

175,500

2,994,469

RETAIL & WHOLESALE - 3.0%

Apparel Stores - 1.1%

Charming Shoppes, Inc. (a)

612,800

3,676,800

Gap, Inc.

1,414,800

36,077,400

The Limited, Inc.

2,635,400

44,966,513

TJX Companies, Inc.

1,362,300

37,803,825

122,524,538

General Merchandise Stores - 1.5%

Consolidated Stores Corp. (a)

2,020,156

21,464,160

Costco Wholesale Corp. (a)

392,490

15,675,069

Federated Department Stores, Inc. (a)

1,102,700

38,594,500

Target Corp.

1,804,300

58,188,675

Wal-Mart Stores, Inc.

503,400

26,743,125

160,665,529

Retail & Wholesale, Miscellaneous - 0.4%

Staples, Inc. (a)

3,179,262

37,555,032

TOTAL RETAIL & WHOLESALE

320,745,099

SERVICES - 0.8%

Printing - 0.2%

New England Business Service, Inc.

207,200

3,781,400

R.R. Donnelley & Sons Co.

535,300

14,453,100

18,234,500

Services - 0.6%

H&R Block, Inc.

1,073,800

44,428,475

Per-Se Technologies, Inc. (a)

9,540

33,241

Per-Se Technologies, Inc. warrants 7/8/03 (a)

12,807

0

Viad Corp.

775,800

17,843,400

62,305,116

TOTAL SERVICES

80,539,616

TECHNOLOGY - 4.4%

Computer Services & Software - 1.7%

Ceridian Corp. (a)

369,700

7,370,894

Computer Associates International, Inc.

610,900

11,912,550

Computer Sciences Corp. (a)

302,000

18,157,750

Electronic Data Systems Corp.

188,700

10,897,425

IMS Health, Inc.

1,368,800

36,957,600

Microsoft Corp. (a)

786,400

34,110,100

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Computer Services & Software - continued

NCR Corp. (a)

551,100

$ 27,072,788

Unisys Corp. (a)

2,059,717

30,123,361

176,602,468

Computers & Office Equipment - 1.8%

Compaq Computer Corp.

2,156,200

32,450,810

Hewlett-Packard Co.

1,418,800

44,780,875

International Business Machines Corp.

767,500

65,237,500

Pitney Bowes, Inc.

1,582,000

52,403,750

194,872,935

Electronic Instruments - 0.4%

Teradyne, Inc. (a)

177,200

6,600,700

Thermo Electron Corp. (a)

1,295,400

38,538,150

45,138,850

Electronics - 0.5%

Intel Corp.

589,300

17,715,831

Motorola, Inc.

1,748,500

35,407,125

53,122,956

TOTAL TECHNOLOGY

469,737,209

TRANSPORTATION - 1.2%

Railroads - 1.2%

Burlington Northern Santa Fe Corp.

2,998,700

84,900,694

CSX Corp.

559,200

14,504,250

Norfolk Southern Corp.

312,200

4,156,163

Union Pacific Corp.

528,900

26,841,675

130,402,782

UTILITIES - 8.8%

Cellular - 0.1%

AT&T Corp. - Wireless Group

511,900

8,862,269

Electric Utility - 2.9%

Allegheny Energy, Inc.

783,300

37,745,269

American Electric Power Co., Inc.

997,100

46,365,150

Cinergy Corp.

415,000

14,576,875

DPL, Inc.

168,354

5,587,248

Entergy Corp.

2,533,600

107,202,950

IPALCO Enterprises, Inc.

444,200

10,744,088

Niagara Mohawk Holdings, Inc. (a)

1,682,100

28,070,044

PG&E Corp.

968,978

19,379,560

SCANA Corp.

271,500

8,026,219

Southern Co.

1,054,600

35,065,450

312,762,853

Telephone Services - 5.8%

AT&T Corp.

2,712,921

46,967,445

BellSouth Corp.

3,134,999

128,339,022

Qwest Communications International, Inc. (a)

1,029,860

42,224,260

SBC Communications, Inc.

5,353,193

255,614,966

Shares

Value (Note 1)

Verizon Communications

2,592,502

$ 129,949,163

WorldCom, Inc. (a)

785,416

11,044,905

614,139,761

TOTAL UTILITIES

935,764,883

TOTAL COMMON STOCKS

(Cost $7,357,055,539)

10,132,381,814

Preferred Stocks - 2.4%

Convertible Preferred Stocks - 2.3%

BASIC INDUSTRIES - 0.1%

Paper & Forest Products - 0.1%

Georgia-Pacific Group $3.75 PEPS

314,100

10,993,500

FINANCE - 0.3%

Insurance - 0.3%

ACE Ltd. $4.125 PRIDES

225,800

19,418,800

MetLife, Inc. $4.00

116,400

12,731,250

32,150,050

INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%

Ingersoll Rand Co./Ingersoll Rand Finance $1.68 Growth PRIDES

530,100

10,537,328

MEDIA & LEISURE - 0.8%

Broadcasting - 0.4%

Cox Communications, Inc.:

$2.27 PRIDES

92,800

5,231,600

$6.858 PRIZES

154,200

7,787,100

MediaOne Group, Inc. (Vodafone
Group PLC):

$3.04 PIES

317,100

11,415,600

$3.63 PIES

213,500

17,293,500

41,727,800

Entertainment - 0.3%

Seagram Co. Ltd. $3.76 ACES

401,700

20,863,495

Six Flags, Inc. $4.05 PIES

273,300

9,633,825

30,497,320

Publishing - 0.1%

Readers Digest Automatic Common Exchange Securities Trust
$1.93 TRACES

464,700

15,974,063

TOTAL MEDIA & LEISURE

88,199,183

TRANSPORTATION - 0.4%

Air Transportation - 0.1%

Continental Airlines Capital Trust $3.00 (d)

111,200

5,754,600

Preferred Stocks - continued

Shares

Value (Note 1)

Convertible Preferred Stocks - continued

TRANSPORTATION - continued

Railroads - 0.3%

Union Pacific Capital Trust:

$3.125

403,200

$ 18,547,200

$3.125 TIDES (d)

384,500

17,687,000

36,234,200

TOTAL TRANSPORTATION

41,988,800

UTILITIES - 0.6%

Electric Utility - 0.5%

Dominion Resources, Inc. $4.75 PIES

223,200

14,145,300

NiSource, Inc. $3.875 PIES

299,300

16,087,375

TXU Corp. $1.6575

398,400

17,181,000

47,413,675

Gas - 0.1%

Enron Corp. (EOG Resources, Inc.) $1.5575 ACES

297,100

14,242,380

TOTAL UTILITIES

61,656,055

TOTAL CONVERTIBLE PREFERRED STOCKS

245,524,916

Nonconvertible Preferred Stocks - 0.1%

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

41,922

4,359,888

Publishing - 0.0%

PRIMEDIA, Inc.:

Series D, $10.00

12,200

1,000,400

Series H, $8.625

8,948

680,048

1,680,448

TOTAL MEDIA & LEISURE

6,040,336

TOTAL PREFERRED STOCKS

(Cost $233,337,186)

251,565,252

Corporate Bonds - 1.4%

Moody's Ratings (unaudited)

Principal Amount

Convertible Bonds - 1.1%

CONSTRUCTION & REAL ESTATE - 0.4%

Real Estate Investment Trusts - 0.4%

Liberty Property LP 8.3% 7/1/01

Ba2

$ 27,685,000

39,537,641

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

FINANCE - 0.1%

Credit & Other Finance - 0.0%

JMH Finance Ltd. 4.75% 9/6/07 (d)

-

$ 3,680,000

$ 3,691,500

Insurance - 0.1%

Loews Corp. 3.125% 9/15/07

A2

5,340,000

4,745,925

TOTAL FINANCE

8,437,425

MEDIA & LEISURE - 0.4%

Broadcasting - 0.1%

Cox Communications, Inc. 0.4259% 4/19/20

Baa3

26,600,000

10,020,220

Publishing - 0.3%

News America Holdings, Inc. liquid yield option notes 0% 3/11/13

Baa3

42,720,000

28,430,587

TOTAL MEDIA & LEISURE

38,450,807

TECHNOLOGY - 0.1%

Computers & Office Equipment - 0.1%

Quantum Corp. 7% 8/1/04

B2

7,730,000

5,797,500

Electronics - 0.0%

Vitesse Semiconductor Corp. 4% 3/15/05 (d)

B2

6,720,000

5,342,400

TOTAL TECHNOLOGY

11,139,900

UTILITIES - 0.1%

Cellular - 0.1%

Nextel Communications, Inc.:

5.25% 1/15/10 (d)

B1

13,390,000

9,691,013

5.25% 1/15/10

B1

6,710,000

4,856,363

14,547,376

TOTAL CONVERTIBLE BONDS

112,113,149

Nonconvertible Bonds - 0.3%

BASIC INDUSTRIES - 0.0%

Chemicals & Plastics - 0.0%

Lyondell Chemical Co. Series B, 9.875% 5/1/07

Ba3

840,000

810,600

CONSTRUCTION & REAL ESTATE - 0.0%

Building Materials - 0.0%

American Standard, Inc. 7.125% 2/15/03

Ba2

1,005,000

987,413

Corporate Bonds - continued

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - 0.0%

Energy Services - 0.0%

RBF Finance Co. 11.375% 3/15/09

Ba3

$ 1,520,000

$ 1,755,600

Oil & Gas - 0.0%

Chesapeake Energy Corp. Series B, 9.625% 5/1/05

B2

1,305,000

1,337,625

TOTAL ENERGY

3,093,225

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Tenet Healthcare Corp. 8.125% 12/1/08

Ba3

2,555,000

2,567,775

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

NTL Communications Corp. 11.5% 10/1/08

B3

3,835,000

3,374,800

Telewest PLC 11% 10/1/07

B1

2,765,000

2,412,463

UIH Australia/Pacific, Inc. Series D, 0% 5/15/06 (c)

B2

1,115,000

747,050

United Pan-Europe Communications NV:

10.875% 11/1/07

B2

2,380,000

1,511,300

10.875% 8/1/09

B2

315,000

201,600

8,247,213

Entertainment - 0.0%

Mandalay Resort Group 10.25% 8/1/07

Ba3

1,065,000

1,051,688

Restaurants - 0.0%

Domino's, Inc. 10.375% 1/15/09

B3

840,000

705,600

TOTAL MEDIA & LEISURE

10,004,501

TRANSPORTATION - 0.0%

Air Transportation - 0.0%

US Air, Inc. 9.625% 2/1/01

B3

1,670,000

1,657,475

UTILITIES - 0.2%

Cellular - 0.1%

Echostar Broadband Corp. 10.375% 10/1/07 (d)

B3

1,245,000

1,226,325

Nextel Communications, Inc. 0% 10/31/07 (c)

B1

3,765,000

2,767,275

Nextel International, Inc. 0% 4/15/08 (c)

Caa1

1,340,000

670,000

Triton PCS, Inc. 0% 5/1/08 (c)

B3

2,955,000

2,334,450

6,998,050

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

Electric Utility - 0.0%

AES Corp.:

8% 12/31/08

Ba1

$ 1,295,000

$ 1,223,775

9.375% 9/15/10

Ba1

1,430,000

1,462,175

2,685,950

Telephone Services - 0.1%

Global Crossing Holdings Ltd. 9.625% 5/15/08

Ba2

2,055,000

1,962,525

NEXTLINK Communications, Inc. 9.625% 10/1/07

B2

1,450,000

1,160,000

WinStar
Communications, Inc.:

0% 4/15/10 (c)

B3

1,324,000

397,200

12.75% 4/15/10

B3

2,456,000

1,719,200

5,238,925

TOTAL UTILITIES

14,922,925

TOTAL NONCONVERTIBLE BONDS

34,043,914

TOTAL CORPORATE BONDS

(Cost $144,087,723)

146,157,063

Floating Rate Loans - 0.0%

INDUSTRIAL MACHINERY & EQUIPMENT - 0.0%

Pollution Control - 0.0%

Allied Waste North America, Inc.:

Tranche B term loan 9.365% 7/21/06 (e)

Ba3

976,584

927,755

Tranche C term loan 9.6896% 7/21/07 (e)

Ba3

1,171,900

1,113,305

TOTAL FLOATING RATE LOANS

(Cost $2,046,831)

2,041,060

Cash Equivalents - 1.3%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 6.53% (b)

126,947,992

$ 126,947,992

Fidelity Securities Lending Cash Central Fund, 6.61% (b)

15,346,919

15,346,919

TOTAL CASH EQUIVALENTS

(Cost $142,294,911)

142,294,911

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $7,878,822,190)

10,674,440,100

NET OTHER ASSETS - (0.3)%

(30,546,223)

NET ASSETS - 100%

$ 10,643,893,877

Security Type Abbreviations

ACES

-

Automatic Common Exchange Securities

PEPS

-

Participating Equity Preferred Shares/Premium Exchangeable Participating Shares

PIES

-

Premium Income Equity Securities

PRIDES

-

Preferred Redeemable Increased Dividend
Equity Securities

PRIZES

-

Participating Redeemable Indexed Zero-Premium Exchangeable Securities

TIDES

-

Term Income Deferred Equity Securities

TRACES

-

Trust Automatic Common Exchange Securities

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(d) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $43,392,838 or 0.4% of net assets.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $2,268,343,961 and $3,641,703,457.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $246,510 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $15,397,569. The fund received cash collateral of $15,346,919 which was invested in cash equivalents.

The fund participated in the interfund lending program as a borrower.
The average daily loan balance during the period for which loans were outstanding amounted to $19,514,648. The weighted average interest rate
was 5.86%. Interest expense includes $171,586 paid under the interfund
lending program.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which loans were outstanding amounted to $14,160,227. The weighted average interest rate was 6.26%. Interest expense includes $54,174 paid under the bank borrowing program.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $7,883,159,048. Net unrealized appreciation aggregated $2,791,281,052, of which $3,380,095,602 related to appreciated investment securities and $588,814,550 related to depreciated investment securities.

The fund hereby designates approximately $633,113,000 as a capital gain dividend for the purpose of the dividend paid deduction.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $7,878,822,190) -
See accompanying schedule

$ 10,674,440,100

Receivable for investments sold

9,047,697

Receivable for fund shares sold

3,676,427

Dividends receivable

13,986,589

Interest receivable

3,349,214

Other receivables

570,715

Total assets

10,705,070,742

Liabilities

Payable for investments purchased

$ 17,946,821

Payable for fund shares redeemed

22,958,212

Accrued management fee

4,127,613

Distribution fees payable

58,009

Other payables and
accrued expenses

739,291

Collateral on securities loaned,
at value

15,346,919

Total liabilities

61,176,865

Net Assets

$ 10,643,893,877

Net Assets consist of:

Paid in capital

$ 7,184,265,512

Undistributed net
investment income

170,138,206

Accumulated undistributed net realized gain (loss) on investments and foreign
currency transactions

493,894,838

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

2,795,595,321

Net Assets

$ 10,643,893,877

Initial Class:
Net Asset Value, offering price
and redemption price per share
($9,969,085,690
÷
390,569,765 shares)

$25.52

Service Class:
Net Asset Value, offering price
and redemption price per share
($634,897,281
÷
24,945,018 shares)

$25.45

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($39,910,906
÷
1,570,425 shares)

$25.41

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 213,036,339

Interest

15,875,287

Security lending

215,484

Total income

229,127,110

Expenses

Management fee

$ 48,818,761

Transfer agent fees

6,703,076

Distribution fees

533,743

Accounting and security lending fees

885,772

Non-interested trustees' compensation

47,328

Custodian fees and expenses

220,162

Registration fees

1,500

Audit

78,770

Legal

72,909

Interest

225,760

Miscellaneous

353,697

Total expenses before reductions

57,941,478

Expense reductions

(894,058)

57,047,420

Net investment income

172,079,690

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

500,349,106

Foreign currency transactions

(181,069)

500,168,037

Change in net unrealized appreciation (depreciation) on:

Investment securities

94,959,667

Assets and liabilities in
foreign currencies

(33,079)

94,926,588

Net gain (loss)

595,094,625

Net increase (decrease) in net assets resulting from operations

$ 767,174,315

Other Information

Expense reductions
Directed brokerage arrangements

$ 885,385

Custodian credits

8,673

$ 894,058

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 172,079,690

$ 185,905,580

Net realized gain (loss)

500,168,037

697,598,663

Change in net unrealized appreciation (depreciation)

94,926,588

(178,860,281)

Net increase (decrease) in net assets resulting from operations

767,174,315

704,643,962

Distributions to shareholders
From net investment income

(187,986,087)

(170,985,891)

From net realized gain

(694,753,499)

(377,968,784)

Total distributions

(882,739,586)

(548,954,675)

Share transactions - net increase (decrease)

(692,163,922)

(339,122,770)

Total increase (decrease) in net assets

(807,729,193)

(183,433,483)

Net Assets

Beginning of period

11,451,623,070

11,635,056,553

End of period (including undistributed net investment income of $170,138,206 and
$185,982,649, respectively)

$ 10,643,893,877

$ 11,451,623,070

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

45,973,673

$ 1,098,402,964

41,506,315

$ 1,076,558,536

Reinvested

38,143,296

847,544,035

22,601,688

537,468,103

Redeemed

(121,903,326)

(2,861,778,639)

(84,630,671)

(2,163,179,248)

Net increase (decrease)

(37,786,357)

$ (915,831,640)

(20,522,668)

$ (549,152,609)

Service Class
Sold

9,905,652

$ 235,854,814

8,201,124

$ 211,555,674

Reinvested

1,585,963

35,176,653

483,645

11,486,572

Redeemed

(3,590,373)

(84,741,881)

(507,589)

(13,012,407)

Net increase (decrease)

7,901,242

$ 186,289,586

8,177,180

$ 210,029,839

Service Class 2 A
Sold

1,666,464

$ 39,694,526

Reinvested

852

18,898

Redeemed

(96,891)

(2,335,292)

Net increase (decrease)

1,570,425

$ 37,378,132

Distributions
From net investment income
Initial Class

$ 180,623,926

$ 167,408,106

Service Class

7,358,208

3,577,785

Service Class 2 A

3,953

-

Total

$ 187,986,087

$ 170,985,891

From net realized gain
Initial Class

$ 666,920,109

$ 370,059,997

Service Class

27,818,445

7,908,787

Service Class 2 A

14,945

-

Total

$ 694,753,499

$ 377,968,784

$ 882,739,586

$ 548,954,675

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 25.71

$ 25.42

$ 24.28

$ 21.03

$ 19.27

Income from Investment Operations

Net investment income

.40 D

.41 D

.38 D

.36 D

.35

Net realized and unrealized gain (loss)

1.46

1.10

2.31

5.06

2.30

Total from investment operations

1.86

1.51

2.69

5.42

2.65

Less Distributions

From net investment income

(.44) G

(.38)

(.34)

(.36)

(.03)

From net realized gain

(1.61) G

(.84)

(1.21)

(1.81)

(.86)

Total distributions

(2.05)

(1.22)

(1.55)

(2.17)

(.89)

Net asset value, end of period

$ 25.52

$ 25.71

$ 25.42

$ 24.28

$ 21.03

Total Return B, C

8.42%

6.33%

11.63%

28.11%

14.28%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 9,969,086

$ 11,014,291

$ 11,409,912

$ 10,106,742

$ 6,961,090

Ratio of expenses to average net assets

.56%

.57%

.58%

.58%

.58%

Ratio of expenses to average net assets after
expense reductions

.55% F

.56% F

.57% F

.57% F

.56% F

Ratio of net investment income to average net assets

1.68%

1.57%

1.58%

1.65%

1.97%

Portfolio turnover rate

22%

27%

28%

44%

186%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 25.66

$ 25.39

$ 24.27

$ 23.44

Income from Investment Operations

Net investment income D

.37

.38

.36

.05

Net realized and unrealized gain (loss)

1.46

1.11

2.31

.78

Total from investment operations

1.83

1.49

2.67

.83

Less Distributions

From net investment income

(.43) G

(.38)

(.34)

-

From net realized gain

(1.61) G

(.84)

(1.21)

-

Total distributions

(2.04)

(1.22)

(1.55)

-

Net asset value, end of period

$ 25.45

$ 25.66

$ 25.39

$ 24.27

Total Return B, C

8.30%

6.25%

11.54%

3.54%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 634,897

$ 437,332

$ 225,145

$ 5,328

Ratio of expenses to average net assets

.66%

.67%

.68%

.68% A

Ratio of expenses to average net assets after expense reductions

.65% F

.66% F

.67% F

.65% A, F

Ratio of net investment income to average net assets

1.58%

1.47%

1.51%

1.63% A

Portfolio turnover rate

22%

27%

28%

44%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 25.18

Income from Investment Operations

Net investment income D

.32

Net realized and unrealized gain (loss)

1.95

Total from investment operations

2.27

Less Distributions

From net investment income

(.43) G

From net realized gain

(1.61) G

Total distributions

(2.04)

Net asset value, end of period

$ 25.41

Total Return B, C

10.19%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 39,911

Ratio of expenses to average net assets

.83% A

Ratio of expenses to average net assets after expense reductions

.82% A, F

Ratio of net investment income to average net assets

1.41% A

Portfolio turnover rate

22%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Fidelity Variable Insurance Products: Growth Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Growth - Service Class

-11.05%

19.24%

20.00%

Russell 3000 Growth Index

-22.42%

17.08%

16.85%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Russell 3000 Growth Index - a market capitalization-weighted index of growth-oriented stocks of U.S. domiciled corporations. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Portfolio - Service Class on December 31, 1990. As the chart shows, by December 31, 2000, the value of the investment would have grown to $61,940 - a 519.40% increase on the initial investment. For comparison, look at how the Russell 3000 Growth Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $47,452 - a 374.52% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Pfizer, Inc.

4.9

General Electric Co.

3.4

Cisco Systems, Inc.

3.1

EMC Corp.

2.9

Microsoft Corp.

2.3

16.6

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Technology

29.7

Health

20.2

Finance

9.6

Nondurables

7.9

Energy

6.1

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks 92.9%

Short-Term
Investments and
Net Other Assets 7.1%



* Foreign investments 7.2%

Annual Report

Fidelity Variable Insurance Products: Growth Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Jennifer Uhrig,
Portfolio Manager of Growth Portfolio

Q. How did the fund perform, Jennifer?

A. For the 12 months that ended December 31, 2000, the fund posted a higher return than that of its Russell 3000 Growth Index benchmark, which returned -22.42%.

Q. What factors helped the fund outperform the index?

A. The fund's underweighting in technology relative to the Russell 3000 index was a positive influence. Technology stocks could seemingly do no wrong throughout 1999, but finally succumbed to a severe pricing correction that began in March and deepened in November. As a result, technology stocks - as measured by the NASDAQ Composite Index - were down almost 40% for the year. Several of the fund's investments in both the health and finance sectors also contributed positively to performance.

Q. What was your strategy within the technology sector?

A. My approach changed a bit as the period evolved, mostly due to deteriorating fundamentals in the new economy sectors - including telecommunications, semiconductors and wireless - as well as weakened demand for personal computers. The fund's stake in leading chipmaker Intel - which is leveraged to both the semiconductor and PC markets - provided a good illustration of how quickly things changed. At the end of June 2000, Intel was the fund's second-best performer. At the close of this period, the stock was the fund's second-worst performer, mostly due to slowing PC demand, which hurt microchip orders. During the second half of the period, I became more selective and focused on companies that I felt would be new economy survivors. This led me to areas such as data storage, Internet software and optical networking companies. While the valuations for many of these stocks were still rich, I felt their long-term growth potential was encouraging.

Q. Health and finance stocks combined to account for just under 30% of the fund's investments at the end of the period. Where did you find opportunities?

A. Within the health sector, I was attracted to pharmaceutical, hospital and biotechnology stocks. The fund's investments in drug stocks such as Eli Lilly and Warner-Lambert - which was taken over by Pfizer - performed well as investors sought refuge from the technology correction. Hospital-related names that performed well included HCA Healthcare, Tenet Healthcare and Health Management Associates. I also ramped up the fund's exposure to biotechnology stocks, particularly those involved in genomics. Biotech stocks that fared well for the fund included Millennium Pharmaceuticals and Genentech. The big winners within the fund's finance portfolio during the period were property and casualty insurance stocks, which benefited from signs of better pricing within their industry. American International Group and XL Capital were among the fund's top-10 performers during the period.

Q. Which stocks proved disappointing during the period?

A. Not surprisingly, the fund's three worst performers were tied to the PC industry. Microsoft, Intel and Dell each suffered as PC demand softened. People seem pretty content with the systems and applications they're currently using and not many are choosing to upgrade. Other poor performers included large retailers Wal-Mart and Home Depot.

Q. What's your outlook?

A. It's pretty clear that the economy is slowing, and that should benefit growth stocks. Growth stocks typically grow faster in a sluggish economy than cyclical stocks. A lot of attention will be paid to Federal Reserve Board policy over the next few months. Rate cuts could expand price-to-earnings ratios for the fastest-growing technology stocks, as well as help the outlook for more economically sensitive companies within the tech sector. I'll also be keeping a close eye on valuations in the technology sector. I'm starting to see some better values, but I'd still like to see stock prices come down a little more before I overweight the technology sector.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in stocks with above-average growth potential

Start date: October 9, 1986

Size: as of December 31, 2000, more than
$17.4 billion

Manager: Jennifer Uhrig, since 1997; joined Fidelity in 1987

3

Annual Report

Fidelity Variable Insurance Products: Growth Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 92.9%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.2%

BFGoodrich Co.

1,542,600

$ 56,112,075

Boeing Co.

1,280,900

84,539,400

Textron, Inc.

154,600

7,188,900

United Technologies Corp.

767,380

60,335,253

TOTAL AEROSPACE & DEFENSE

208,175,628

BASIC INDUSTRIES - 1.7%

Chemicals & Plastics - 0.9%

Cytec Industries, Inc. (a)

273,800

10,934,888

Dow Chemical Co.

805,600

29,505,100

Georgia Gulf Corp.

253,800

4,330,463

Lyondell Chemical Co.

1,323,600

20,267,625

Pharmacia Corp.

1,448,100

88,334,100

153,372,176

Metals & Mining - 0.1%

CommScope, Inc. (a)

1,266,100

20,969,781

Martin Marietta Materials, Inc.

143,900

6,086,970

27,056,751

Paper & Forest Products - 0.7%

Kimberly-Clark Corp.

1,625,400

114,899,526

TOTAL BASIC INDUSTRIES

295,328,453

CONSTRUCTION & REAL ESTATE - 0.3%

Building Materials - 0.1%

Vulcan Materials Co.

350,200

16,765,825

Construction - 0.1%

Massey Energy Corp.

583,770

7,443,068

Engineering - 0.1%

Stolt Offshore SA (a)

1,796,600

19,762,600

Stolt Offshore SA sponsored ADR (a)

206,050

2,215,038

21,977,638

TOTAL CONSTRUCTION & REAL ESTATE

46,186,531

DURABLES - 1.2%

Autos, Tires, & Accessories - 0.4%

AutoZone, Inc. (a)

1,671,300

47,632,050

O'Reilly Automotive, Inc. (a)

1,209,600

32,356,800

79,988,850

Consumer Electronics - 0.8%

Gemstar-TV Guide International, Inc. (a)

695,000

32,056,875

General Motors Corp. Class H

1,363,900

31,369,700

Maytag Corp.

817,300

26,409,006

Pioneer Corp.

190,000

5,066,888

Shares

Value (Note 1)

Sanyo Electric Co. Ltd.

822,000

$ 6,827,840

Sony Corp.

512,300

35,604,852

137,335,161

TOTAL DURABLES

217,324,011

ENERGY - 6.1%

Energy Services - 3.7%

Baker Hughes, Inc.

2,600,970

108,102,816

BJ Services Co. (a)

1,123,030

77,348,691

Coflexip SA sponsored ADR

928,500

58,379,438

Diamond Offshore Drilling, Inc.

113,800

4,552,000

ENSCO International, Inc.

720,500

24,542,031

Global Industries Ltd. (a)

1,904,900

26,073,319

Global Marine, Inc. (a)

22,900

649,788

R&B Falcon Corp. (a)

1,483,800

34,034,663

Santa Fe International Corp.

805,600

25,829,550

Schlumberger Ltd. (NY Shares)

1,170,400

93,558,850

Smith International, Inc. (a)

868,950

64,791,084

Transocean Sedco Forex, Inc.

921,300

42,379,800

Varco International, Inc. (a)

1,421,000

30,906,750

Weatherford International, Inc.

1,328,840

62,787,690

653,936,470

Oil & Gas - 2.4%

Burlington Resources, Inc.

702,100

35,456,050

Exxon Mobil Corp.

2,276,900

197,947,994

Grant Prideco, Inc. (a)

1,711,440

37,544,715

National-Oilwell, Inc. (a)

1,691,900

65,455,381

Newfield Exploration Co. (a)

887,600

42,105,525

Noble Affiliates, Inc.

814,900

37,485,400

415,995,065

TOTAL ENERGY

1,069,931,535

FINANCE - 9.6%

Banks - 1.2%

Bank One Corp.

5,429,990

198,873,384

Sumitomo Trust & Banking Ltd.

2,482,000

16,862,062

215,735,446

Credit & Other Finance - 0.9%

American Express Co.

763,200

41,928,300

Citigroup, Inc.

2,186,710

111,658,879

153,587,179

Federal Sponsored Credit - 1.9%

Fannie Mae

2,158,800

187,275,900

Freddie Mac

1,969,500

135,649,313

322,925,213

Insurance - 3.9%

ACE Ltd.

1,502,900

63,779,319

AFLAC, Inc.

881,600

63,640,500

Allstate Corp.

711,500

30,994,719

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Insurance - continued

AMBAC Financial Group, Inc.

549,450

$ 32,039,803

American International Group, Inc.

1,551,446

152,914,396

Everest Re Group Ltd.

967,200

69,275,700

Hartford Financial Services Group, Inc.

816,550

57,668,844

The Chubb Corp.

668,000

57,782,000

The St. Paul Companies, Inc.

847,000

46,002,688

XL Capital Ltd. Class A

1,259,010

110,005,999

684,103,968

Securities Industry - 1.7%

Charles Schwab Corp.

3,193,650

90,619,819

Daiwa Securities Group, Inc.

6,151,000

64,161,435

Nikko Securities Co. Ltd.

9,377,000

72,559,634

Nomura Securities Co. Ltd.

4,259,000

76,525,709

303,866,597

TOTAL FINANCE

1,680,218,403

HEALTH - 20.2%

Drugs & Pharmaceuticals - 16.4%

Abgenix, Inc. (a)

821,542

48,522,324

Alkermes, Inc. (a)

1,152,700

36,165,963

Allergan, Inc.

842,300

81,545,169

American Home Products Corp.

2,111,700

134,198,535

Andrx Corp. - Andrx Group (a)

93,400

5,405,525

Bristol-Myers Squibb Co.

3,836,000

283,624,250

Cambridge Antibody Technology
Group PLC (a)

658,096

37,331,417

Elan Corp. PLC sponsored ADR (a)

1,727,500

80,868,594

Eli Lilly & Co.

3,265,300

303,876,981

Exelixis, Inc.

306,800

4,486,950

Genentech, Inc. (a)

824,000

67,156,000

Geneva Proteomics (a)(c)

826,000

4,543,000

Human Genome Sciences, Inc. (a)

875,000

60,648,438

Medarex, Inc. (a)

978,400

39,869,800

Merck & Co., Inc.

3,938,760

368,766,405

Millennium Pharmaceuticals, Inc. (a)

1,449,480

89,686,575

Pfizer, Inc.

18,602,425

855,711,534

Protein Design Labs, Inc. (a)

463,700

40,283,938

Schering-Plough Corp.

4,817,370

273,385,748

Serono SA sponsored ADR (a)

717,100

17,165,581

Watson Pharmaceuticals, Inc. (a)

356,400

18,243,225

2,851,485,952

Medical Equipment & Supplies - 2.4%

Cardinal Health, Inc.

1,307,500

130,259,687

Guidant Corp. (a)

898,900

48,484,419

Johnson & Johnson

971,800

102,099,738

Shares

Value (Note 1)

McKesson HBOC, Inc.

1,581,600

$ 56,763,624

Medtronic, Inc.

1,438,900

86,873,588

424,481,056

Medical Facilities Management - 1.4%

HCA - The Healthcare Co.

1,795,100

79,002,351

Health Management Associates, Inc. Class A (a)

2,865,300

59,454,975

HEALTHSOUTH Corp. (a)

2,273,300

37,083,206

Tenet Healthcare Corp.

1,611,600

71,615,475

247,156,007

TOTAL HEALTH

3,523,123,015

INDUSTRIAL MACHINERY & EQUIPMENT - 3.4%

Electrical Equipment - 3.4%

General Electric Co.

12,187,600

584,243,075

MEDIA & LEISURE - 4.5%

Broadcasting - 1.9%

AT&T Corp. - Liberty Media Group Class A (a)

2,907,780

39,436,766

Comcast Corp. Class A (special) (a)

2,405,300

100,421,275

Cox Communications, Inc. Class A (a)

1,266,800

58,985,375

Mediacom Communications Corp.
Class A

765,500

13,157,031

NTL, Inc. (a)

647,594

15,501,781

Time Warner, Inc.

1,353,568

70,710,392

United Pan-Europe Communications NV sponsored ADR Class A (a)

1,703,400

17,885,700

UnitedGlobalCom, Inc. Class A (a)

928,200

12,646,725

328,745,045

Entertainment - 0.8%

Fox Entertainment Group, Inc.
Class A (a)

842,300

15,056,113

Viacom, Inc. Class B (non-vtg.) (a)

2,451,025

114,585,419

129,641,532

Leisure Durables & Toys - 0.0%

Harley-Davidson, Inc.

72,900

2,897,775

Lodging & Gaming - 0.2%

Harrah's Entertainment, Inc. (a)

1,464,600

38,628,825

Restaurants - 1.6%

Brinker International, Inc. (a)

1,844,100

77,913,225

Darden Restaurants, Inc.

2,838,500

64,930,688

McDonald's Corp.

3,098,000

105,332,000

Tricon Global Restaurants, Inc. (a)

999,300

32,976,900

281,152,813

TOTAL MEDIA & LEISURE

781,065,990

NONDURABLES - 7.9%

Beverages - 2.5%

Coca-Cola Enterprises, Inc.

2,404,400

45,683,600

Pepsi Bottling Group, Inc.

2,176,500

86,923,969

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Beverages - continued

The Coca-Cola Co.

4,773,100

$ 290,860,781

Whitman Corp.

492,600

8,066,325

431,534,675

Foods - 1.1%

American Italian Pasta Co. Class A (a)

557,000

14,934,563

PepsiCo, Inc.

2,626,900

130,195,731

Quaker Oats Co.

392,600

38,229,425

183,359,719

Household Products - 2.3%

Avon Products, Inc.

1,202,700

57,579,263

Colgate-Palmolive Co.

1,157,100

74,690,805

Gillette Co.

2,964,600

107,096,175

Procter & Gamble Co.

2,160,460

169,461,081

408,827,324

Tobacco - 2.0%

Philip Morris Companies, Inc.

7,870,100

346,284,400

TOTAL NONDURABLES

1,370,006,118

RETAIL & WHOLESALE - 3.0%

Drug Stores - 1.1%

CVS Corp.

1,578,700

94,623,331

Walgreen Co.

2,330,660

97,450,721

192,074,052

General Merchandise Stores - 1.2%

Wal-Mart Stores, Inc.

3,797,600

201,747,500

Retail & Wholesale, Miscellaneous - 0.7%

Home Depot, Inc.

2,861,100

130,716,506

TOTAL RETAIL & WHOLESALE

524,538,058

SERVICES - 0.1%

Fluor Corp. (a)

583,770

19,300,896

Jupiter Media Metrix, Inc. (a)

769,800

7,168,763

TOTAL SERVICES

26,469,659

TECHNOLOGY - 29.7%

Communications Equipment - 5.1%

CIENA Corp. (a)

686,100

55,745,625

Cisco Systems, Inc. (a)

14,011,020

535,921,515

Comverse Technology, Inc. (a)

342,800

37,236,650

Corning, Inc.

1,449,100

76,530,594

Corvis Corp.

733,500

17,466,469

Nokia AB sponsored ADR

1,874,300

81,532,050

Nortel Networks Corp.

2,023,490

64,878,148

Telefonaktiebolaget LM Ericsson sponsored ADR

2,167,400

24,247,788

893,558,839

Shares

Value (Note 1)

Computer Services & Software - 9.1%

Adobe Systems, Inc.

1,360,800

$ 79,181,550

Affymetrix, Inc. (a)

159,010

11,836,307

America Online, Inc. (a)

1,912,800

66,565,440

Art Technology Group, Inc. (a)

1,022,700

31,256,269

Automatic Data Processing, Inc.

740,800

46,901,900

BEA Systems, Inc. (a)

1,916,950

129,034,697

Cadence Design Systems, Inc. (a)

1,316,130

36,193,575

Check Point Software
Technologies Ltd. (a)

560,700

74,888,494

Critical Path, Inc. (a)

735,200

22,607,400

Exodus Communications, Inc. (a)

535,600

10,712,000

Internap Network Services Corp. (a)

833,440

6,042,440

Intuit, Inc. (a)

432,700

17,064,606

Microsoft Corp. (a)

9,182,323

398,283,260

Openwave Systems, Inc. (a)

1,248,200

59,835,588

Oracle Corp. (a)

10,259,300

298,160,906

PeopleSoft, Inc. (a)

1,784,000

66,342,500

Redback Networks, Inc. (a)

512,700

21,020,700

Synopsys, Inc. (a)

1,356,580

64,352,764

Travelocity.com, Inc. (a)

466,200

5,652,675

VeriSign, Inc. (a)

511,007

37,910,332

VERITAS Software Corp. (a)

1,072,575

93,850,313

1,577,693,716

Computers & Office Equipment - 8.4%

CDW Computer Centers, Inc. (a)

795,980

22,187,943

Dell Computer Corp. (a)

6,242,500

108,853,594

EMC Corp. (a)

7,744,140

514,985,310

Hewlett-Packard Co.

2,201,000

69,469,063

International Business Machines Corp.

1,904,300

161,865,500

Juniper Networks, Inc. (a)

422,000

53,198,375

Lexmark International, Inc. Class A (a)

2,199,100

97,447,619

Quantum Corp. -
Hard Disk Drive Group (a)

1,526,400

12,211,200

SCI Systems, Inc. (a)

3,078,300

81,190,163

Sun Microsystems, Inc. (a)

12,425,200

346,352,450

Western Digital Corp. (a)

1,424,200

3,471,488

1,471,232,705

Electronic Instruments - 1.0%

Agilent Technologies, Inc. (a)

1,287,060

70,466,535

KLA-Tencor Corp. (a)

952,000

32,070,500

LAM Research Corp. (a)

1,503,100

21,794,950

Teradyne, Inc. (a)

784,900

29,237,525

Varian, Inc. (a)

347,700

11,778,338

165,347,848

Electronics - 6.1%

Broadcom Corp. Class A (a)

248,800

20,899,200

Celestica, Inc. (sub. vtg.) (a)

766,700

41,423,893

Intel Corp.

12,464,400

374,711,025

Intersil Holding Corp. Class A

54,100

1,240,919

JDS Uniphase Corp. (a)

758,800

31,632,475

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - continued

LSI Logic Corp. (a)

356,600

$ 6,094,294

Mitsubishi Electric Corp.

9,393,000

57,736,113

PMC-Sierra, Inc. (a)

192,100

15,103,863

Sanmina Corp. (a)

1,219,900

93,474,838

Solectron Corp. (a)

1,647,800

55,860,420

Texas Instruments, Inc.

6,946,100

329,071,488

Xilinx, Inc. (a)

824,900

38,048,513

1,065,297,041

TOTAL TECHNOLOGY

5,173,130,149

TRANSPORTATION - 0.9%

Air Transportation - 0.1%

Southwest Airlines Co.

459,900

15,420,447

Railroads - 0.8%

Burlington Northern Santa Fe Corp.

1,315,700

37,250,756

Canadian National Railway Co.

1,148,780

33,983,720

Union Pacific Corp.

1,227,250

62,282,938

133,517,414

TOTAL TRANSPORTATION

148,937,861

UTILITIES - 3.1%

Cellular - 2.0%

China Mobile (Hong Kong) Ltd. sponsored ADR (a)

2,115,000

57,369,375

China Unicom Ltd. sponsored ADR (a)

3,031,700

44,717,575

Nextel Communications, Inc. Class A (a)

2,679,270

66,311,933

QUALCOMM, Inc. (a)

730,400

60,029,750

Sprint Corp. - PCS Group Series 1 (a)

2,956,580

60,425,104

Vodafone Group PLC

14,481,911

51,863,446

340,717,183

Electric Utility - 0.3%

AES Corp. (a)

940,600

52,085,725

Telephone Services - 0.8%

McLeodUSA, Inc. Class A (a)

3,188,400

45,036,150

Metromedia Fiber Network, Inc.
Class A (a)

3,723,600

37,701,450

Sprint Corp. - FON Group

336,600

6,837,188

TeraBeam Networks (c)

60,800

228,000

Time Warner Telecom, Inc. Class A (a)

582,100

36,926,969

WorldCom, Inc. (a)

1,092,500

15,363,281

142,093,038

TOTAL UTILITIES

534,895,946

TOTAL COMMON STOCKS

(Cost $13,365,952,961)

16,183,574,432

Convertible Preferred Stocks - 0.0%

Shares

Value (Note 1)

TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies Series E (c)
(Cost $1,528,257)

88,646

$ 1,528,257

Cash Equivalents - 7.1%

Fidelity Cash Central Fund, 6.53% (b)

1,179,797,478

1,179,797,478

Fidelity Securities Lending Cash
Central Fund, 6.61% (b)

49,343,025

49,343,025

TOTAL CASH EQUIVALENTS

(Cost $1,229,140,503)

1,229,140,503

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $14,596,621,721)

17,414,243,192

NET OTHER ASSETS - 0.0%

7,172,807

NET ASSETS - 100%

$ 17,421,415,999

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Chorum Technologies Series E

9/19/00

$ 1,528,257

Geneva Proteomics

7/7/00

$ 4,543,000

TeraBeam Networks

4/7/00

$ 228,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $19,867,696,644 and $19,293,131,390, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $1,006,920 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $6,299,257 or 0% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $47,139,842. The fund received cash collateral of $49,343,025 which was invested in cash equivalents.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which loans were outstanding amounted to $21,215,000. The weighted average interest rate was 5.92%.

Transactions during the period with companies which were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Coflexip SA sponsored ADR

$ -

$ -

$ -

$ -

Digex, Inc.
Class A

313,744

1,258,366

-

-

TOTALS

$ 313,744

$ 1,258,366

$ -

$ -

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $14,732,855,235. Net unrealized appreciation aggregated $2,681,387,957, of which $4,315,716,538 related to appreciated investment securities and $1,634,328,581 related to depreciated investment securities.

The fund hereby designates approximately $1,064,142,000 as a capital gain dividend for the purpose of the dividend paid deduction.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Fidelity Variable Insurance Products: Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $14,596,621,721) -
See accompanying schedule

$ 17,414,243,192

Cash

579,981

Receivable for investments sold

60,781,190

Receivable for fund shares sold

16,059,818

Dividends receivable

13,065,643

Interest receivable

6,205,603

Other receivables

1,789,537

Total assets

17,512,724,964

Liabilities

Payable for investments purchased

$ 7,202,495

Payable for fund shares redeemed

25,366,360

Accrued management fee

8,491,870

Distribution fees payable

163,936

Other payables and
accrued expenses

741,279

Collateral on securities loaned,
at value

49,343,025

Total liabilities

91,308,965

Net Assets

$ 17,421,415,999

Net Assets consist of:

Paid in capital

$ 13,632,569,041

Undistributed net investment income

10,649,233

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

960,548,930

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

2,817,648,795

Net Assets

$ 17,421,415,999

Initial Class:
Net Asset Value, offering price
and redemption price per share ($15,517,270,951
÷ 355,435,316 shares)

$43.66

Service Class:
Net Asset Value, offering price
and redemption price per share ($1,847,050,533
÷
42,452,436 shares)

$43.51

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($57,094,515
÷
1,314,551 shares)

$43.43

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 111,252,420

Interest

23,424,624

Security lending

1,785,263

Total income

136,462,307

Expenses

Management fee

$ 111,035,651

Transfer agent fees

12,601,523

Distribution fees

1,621,018

Accounting and security
lending fees

1,291,020

Non-interested
trustees' compensation

95,118

Custodian fees and expenses

634,529

Registration fees

89,572

Audit

86,356

Legal

121,669

Interest

6,948

Miscellaneous

610,902

Total expenses before reductions

128,194,306

Expense reductions

(2,877,933)

125,316,373

Net investment income

11,145,934

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including
realized loss of $353,579
on sales of investments in
affiliated issuers)

1,012,363,081

Foreign currency transactions

235,229

1,012,598,310

Change in net unrealized appreciation (depreciation) on:

Investment securities

(3,219,397,720)

Assets and liabilities in
foreign currencies

7,627

(3,219,390,093)

Net gain (loss)

(2,206,791,783)

Net increase (decrease)
in net assets resulting
from operations

$ (2,195,645,849)

Other Information

Expense reductions
Directed brokerage
arrangements

$ 2,866,891

Custodian credits

11,042

$ 2,877,933

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 11,145,934

$ 19,639,750

Net realized gain (loss)

1,012,598,310

2,028,922,212

Change in net unrealized appreciation (depreciation)

(3,219,390,093)

2,640,487,583

Net increase (decrease) in net assets resulting from operations

(2,195,645,849)

4,689,049,545

Distributions to shareholders
From net investment income

(20,008,543)

(20,716,861)

From net realized gain

(2,010,393,014)

(1,302,572,634)

Total distributions

(2,030,401,557)

(1,323,289,495)

Share transactions - net increase (decrease)

3,588,722,111

3,313,015,561

Total increase (decrease) in net assets

(637,325,295)

6,678,775,611

Net Assets

Beginning of period

18,058,741,294

11,379,965,683

End of period (including undistributed net investment income of $10,649,233 and $18,773,383, respectively)

$ 17,421,415,999

$ 18,058,741,294

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

60,790,422

$ 3,083,045,212

82,051,942

$ 3,738,420,624

Reinvested

38,128,847

1,912,161,690

31,299,165

1,303,923,236

Redeemed

(55,558,216)

(2,766,549,803)

(51,848,071)

(2,361,030,389)

Net increase (decrease)

43,361,053

$ 2,228,657,099

61,503,036

$ 2,681,313,471

Service Class
Sold

25,312,442

$ 1,274,031,890

14,009,513

$ 648,480,975

Reinvested

2,363,626

118,228,594

465,535

19,366,259

Redeemed

(1,943,579)

(95,706,253)

(792,556)

(36,145,144)

Net increase (decrease)

25,732,489

$ 1,296,554,231

13,682,492

$ 631,702,090

Service Class 2 A
Sold

1,360,003

$ 65,671,999

Reinvested

225

11,273

Redeemed

(45,677)

(2,172,491)

Net increase (decrease)

1,314,551

$ 63,510,781

Distributions
From net investment income
Initial Class

$ 19,026,484

$ 20,413,671

Service Class

981,965

303,190

Service Class 2 A

94

-

Total

$ 20,008,543

$ 20,716,861

From net realized gain
Initial Class

$ 1,893,135,205

$ 1,283,509,565

Service Class

117,246,629

19,063,069

Service Class 2 A

11,180

-

Total

$ 2,010,393,014

$ 1,302,572,634

$ 2,030,401,557

$ 1,323,289,495

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 54.93

$ 44.87

$ 37.10

$ 31.14

$ 29.20

Income from Investment Operations

Net investment income

.03 E

.07 E

.08 E

.20 E

.22

Net realized and unrealized gain (loss)

(5.27)

15.10

12.85

6.91

3.82

Total from investment operations

(5.24)

15.17

12.93

7.11

4.04

Less Distributions

From net investment income

(.06)

(.08)

(.19)

(.21)

(.08)

From net realized gain

(5.97)

(5.03)

(4.97)

(.94)

(2.02)

Total distributions

(6.03)

(5.11)

(5.16)

(1.15)

(2.10)

Net asset value, end of period

$ 43.66

$ 54.93

$ 44.87

$ 37.10

$ 31.14

Total Return B, C

(10.96)%

37.44%

39.49%

23.48%

14.71%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 15,517,271

$ 17,142,411

$ 11,243,824

$ 7,727,132

$ 6,086,424

Ratio of expenses to average net assets

.65%

.66%

.68%

.69%

.69%

Ratio of expenses to average net assets after
expense reductions

.64% F

.65% F

.66% F

.67% F

.67% F

Ratio of net investment income to average net assets

.07%

.14%

.21%

.58%

.81%

Portfolio turnover rate

103%

84%

123%

113%

81%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 D

Selected Per-Share Data

Net asset value, beginning of period

$ 54.80

$ 44.82

$ 37.09

$ 36.92

Income from Investment Operations

Net investment income (loss) E

(.02)

.02

.06

.03

Net realized and unrealized gain (loss)

(5.25)

15.07

12.83

.14

Total from investment operations

(5.27)

15.09

12.89

.17

Less Distributions

From net investment income

(.05)

(.08)

(.19)

-

From net realized gain

(5.97)

(5.03)

(4.97)

-

Total distributions

(6.02)

(5.11)

(5.16)

-

Net asset value, end of period

$ 43.51

$ 54.80

$ 44.82

$ 37.09

Total Return B, C

(11.05)%

37.29%

39.38%

.46%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,847,051

$ 916,330

$ 136,142

$ 2,015

Ratio of expenses to average net assets

.76%

.77%

.80%

.79% A

Ratio of expenses to average net assets after expense reductions

.74% F

.75% F

.75% F

.77% A, F

Ratio of net investment income (loss) to average net assets

(.04)%

.04%

.15%

.70% A

Portfolio turnover rate

103%

84%

123%

113%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

E Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 53.40

Income from Investment Operations

Net investment income (loss) E

(.09)

Net realized and unrealized gain (loss)

(3.86)

Total from investment operations

(3.95)

Less Distributions

From net investment income

(.05)

From net realized gain

(5.97)

Total distributions

(6.02)

Net asset value, end of period

$ 43.43

Total Return B, C

(8.88)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 57,095

Ratio of expenses to average net assets

.91% A

Ratio of expenses to average net assets after expense reductions

.90% A, F

Ratio of net investment income (loss) to average net assets

(.19)% A

Portfolio turnover rate

103%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

E Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Life of
fund

Fidelity VIP: Growth & Income - Service Class

-3.69%

14.98%

S&P 500

-9.10%

16.66%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 31, 1996.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class on December 31, 1996, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $17,488 - a 74.88% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $18,539 - an 85.39% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Fannie Mae

6.7

Freddie Mac

5.9

Exxon Mobil Corp.

4.8

General Electric Co.

3.7

Philip Morris Companies, Inc.

3.5

24.6

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

19.0

Technology

11.4

Health

9.1

Utilities

7.8

Media & Leisure

7.3

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks and
Equity Futures 90.0%

Short-Term
Investments and
Net Other Assets 10.0%



* Foreign investments 2.6%

Annual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Louis Salemy, Portfolio
Manager of Growth
& Income Portfolio

Q. How did the fund perform, Louis?

A. For the 12 months that ended December 31, 2000, the fund had a negative return but finished well ahead of the Standard & Poor's 500 Index, which returned -9.10%.

Q. Why did the fund beat the index?

A. Two factors were instrumental in enabling the fund to outperform the index. A sizable overweighting in the finance sector - primarily consisting of two positions that I'll mention shortly - contributed substantially to relative performance. The finance sector was a good place to be, as investors fled growth stocks and looked for shares offering more reliable earnings growth in a slowing economy. Another positive influence on the fund was a substantial underweighting in the technology sector, which plummeted during the final four months of the period due to sharply lower earnings forecasts. The fund had been underweighted in technology as the period began, but when the economy looked like it was about to fall off a cliff in the late summer, I aggressively reduced the allocation even further.

Q. Where did you invest the money you withdrew from the technology sector?

A. Some of it went into new positions in newspaper stocks. I used the rest to beef up a variety of existing positions.

Q. What stocks did well for the fund?

A. Government-sponsored mortgage companies Fannie Mae and Freddie Mac were two of the fund's best performers. Finance stocks typically do well when interest rates are stable or gently falling - the kind of environment that was widely anticipated since the Federal Reserve Board's last interest-rate hike in May. In addition, investors became more enthusiastic about Fannie and Freddie when Congress lost interest in an initiative that would have stripped the companies of the competitive advantages resulting from their status as government-sponsored enterprises. Cigarette maker Philip Morris also made the list of best-performing stocks. Although its stock had been depressed by smoking-related litigation, the company continued to hit its earnings estimates, and investors apparently decided that the remaining lawsuits would not cause significant damage. Another positive influence was the election of George W. Bush, which prompted speculation that the federal government might drop its lawsuit against the tobacco industry. In addition, investors had a positive reaction to Philip Morris' plans to spin off its food businesses. The reasoning was that such a move would make the value of the remaining business lines more apparent.

Q. What stocks failed to meet your expectations?

A. Microsoft was by far the biggest detractor from performance, even though I underweighted it throughout the period. The government's antitrust lawsuit took its toll on the stock during the first half of the period. In the second half, flagging demand for personal computers undermined sales of the company's Windows 2000 and Windows ME operating systems. I reduced the position but still owned Microsoft at the end of the period. Another lackluster performer was Cisco Systems, which remained one of the fund's 10 largest holdings throughout the period because of the favorable long-term growth prospects for the company's Internet infrastructure business. Consumer products giant Procter & Gamble also made the list of worst detractors, largely because of a plunging stock price in March, when the company lowered its earnings forecast amid a comprehensive restructuring effort.

Q. What's your outlook, Louis?

A. In the short term, I believe that the market will be subject to two conflicting influences. On the one hand, the Federal Reserve Board's return to a bias toward lowering interest rates, announced on December 19, sets the stage for the Fed to do what is necessary to keep the economy from going into a freefall. On the other hand, recent evidence indicates that the economy and corporate earnings are slowing much more rapidly than most investors anticipated several months ago. Now that it's in motion, that trend will not be easy to reverse. Therefore, my near-term outlook is cautious.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks a high total return through a combination of current income and capital appreciation

Start date: December 31, 1996

Size: as of December 31, 2000, more than $1.2 billion

Manager: Louis Salemy, since 1998; joined Fidelity in 1992

3

Annual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 85.0%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.0%

Boeing Co.

96,000

$ 6,336,000

Honeywell International, Inc.

65,900

3,117,894

United Technologies Corp.

44,400

3,490,950

TOTAL AEROSPACE & DEFENSE

12,944,844

BASIC INDUSTRIES - 2.0%

Chemicals & Plastics - 1.1%

Avery Dennison Corp.

127,500

6,996,563

E.I. du Pont de Nemours and Co.

131,900

6,372,419

13,368,982

Packaging & Containers - 0.0%

Ball Corp.

771

35,514

Paper & Forest Products - 0.9%

Kimberly-Clark Corp.

88,500

6,256,065

Mead Corp.

177,900

5,581,613

11,837,678

TOTAL BASIC INDUSTRIES

25,242,174

CONSTRUCTION & REAL ESTATE - 1.5%

Real Estate Investment Trusts - 1.5%

Equity Office Properties Trust

274,500

8,955,563

Equity Residential Properties Trust (SBI)

165,500

9,154,219

18,109,782

DURABLES - 2.5%

Autos, Tires, & Accessories - 0.7%

Eaton Corp.

66,000

4,962,375

Ford Motor Co.

131,800

3,089,063

8,051,438

Consumer Durables - 0.6%

Minnesota Mining & Manufacturing Co.

62,000

7,471,000

Consumer Electronics - 1.2%

Gemstar-TV Guide International, Inc. (a)

111,600

5,147,550

General Motors Corp. Class H

436,700

10,044,100

15,191,650

TOTAL DURABLES

30,714,088

ENERGY - 6.2%

Oil & Gas - 6.2%

BP Amoco PLC sponsored ADR

106,962

5,120,806

Burlington Resources, Inc.

88,900

4,489,450

Chevron Corp.

88,000

7,430,500

Exxon Mobil Corp.

688,728

59,876,291

76,917,047

Shares

Value (Note 1)

FINANCE - 19.0%

Banks - 1.8%

Bank of New York Co., Inc.

192,000

$ 10,596,000

Mellon Financial Corp.

241,400

11,873,863

22,469,863

Credit & Other Finance - 0.9%

American Express Co.

204,600

11,240,213

Federal Sponsored Credit - 12.6%

Fannie Mae

955,900

82,924,317

Freddie Mac

1,063,032

73,216,329

156,140,646

Insurance - 2.0%

American International Group, Inc.

253,306

24,966,423

Securities Industry - 1.7%

Charles Schwab Corp.

203,150

5,764,381

Merrill Lynch & Co., Inc.

97,600

6,655,100

Morgan Stanley Dean Witter & Co.

105,200

8,337,100

20,756,581

TOTAL FINANCE

235,573,726

HEALTH - 9.1%

Drugs & Pharmaceuticals - 8.1%

Allergan, Inc.

94,400

9,139,100

American Home Products Corp.

44,400

2,821,620

Bristol-Myers Squibb Co.

549,300

40,613,869

Eli Lilly & Co.

197,800

18,407,763

Immunex Corp. (a)

88,500

3,595,313

Merck & Co., Inc.

161,600

15,129,800

Pfizer, Inc.

178,600

8,215,600

Schering-Plough Corp.

43,900

2,491,325

100,414,390

Medical Equipment & Supplies - 1.0%

Abbott Laboratories

253,400

12,274,063

TOTAL HEALTH

112,688,453

INDUSTRIAL MACHINERY & EQUIPMENT - 4.3%

Electrical Equipment - 3.7%

General Electric Co.

954,500

45,756,343

Industrial Machinery & Equipment - 0.6%

Caterpillar, Inc.

150,700

7,129,994

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

52,886,337

MEDIA & LEISURE - 7.3%

Broadcasting - 4.0%

Comcast Corp. Class A (special) (a)

127,900

5,339,825

EchoStar Communications Corp.
Class A (a)

725,600

16,507,400

Infinity Broadcasting Corp. Class A (a)

208,625

5,828,461

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Broadcasting - continued

Pegasus Communications Corp. (a)

617,800

$ 15,908,350

Univision Communications, Inc.
Class A (a)

133,000

5,444,688

49,028,724

Entertainment - 0.2%

Walt Disney Co.

91,400

2,644,888

Publishing - 2.8%

Gannett Co., Inc.

129,100

8,141,369

Knight-Ridder, Inc.

133,000

7,564,375

McGraw-Hill Companies, Inc.

198,200

11,619,475

The New York Times Co. Class A

177,700

7,119,106

34,444,325

Restaurants - 0.3%

McDonald's Corp.

111,200

3,780,800

TOTAL MEDIA & LEISURE

89,898,737

NONDURABLES - 6.5%

Beverages - 0.7%

The Coca-Cola Co.

137,000

8,348,438

Foods - 0.1%

PepsiCo, Inc.

31,100

1,541,394

Household Products - 2.2%

Colgate-Palmolive Co.

181,600

11,722,280

Gillette Co.

133,400

4,819,075

Procter & Gamble Co.

42,000

3,294,375

Unilever NV (NY Shares)

109,900

6,916,831

26,752,561

Tobacco - 3.5%

Philip Morris Companies, Inc.

980,360

43,135,840

TOTAL NONDURABLES

79,778,233

RETAIL & WHOLESALE - 4.3%

Drug Stores - 1.1%

Walgreen Co.

335,800

14,040,638

General Merchandise Stores - 2.3%

Wal-Mart Stores, Inc.

524,800

27,880,000

Retail & Wholesale, Miscellaneous - 0.9%

Home Depot, Inc.

256,700

11,727,981

TOTAL RETAIL & WHOLESALE

53,648,619

SERVICES - 1.4%

Advertising - 1.4%

Omnicom Group, Inc.

206,200

17,088,825

Shares

Value (Note 1)

TECHNOLOGY - 11.4%

Communications Equipment - 3.1%

CIENA Corp. (a)

16,600

$ 1,348,750

Cisco Systems, Inc. (a)

980,400

37,500,300

38,849,050

Computer Services & Software - 4.7%

Adobe Systems, Inc.

111,400

6,482,088

IMS Health, Inc.

619,300

16,721,100

Microsoft Corp. (a)

545,100

23,643,713

Oracle Corp. (a)

134,800

3,917,625

VeriSign, Inc. (a)

52,900

3,924,519

VERITAS Software Corp. (a)

40,200

3,517,500

58,206,545

Computers & Office Equipment - 3.2%

Dell Computer Corp. (a)

409,200

7,135,425

EMC Corp. (a)

99,100

6,590,150

Network Appliance, Inc. (a)

26,400

1,694,550

Pitney Bowes, Inc.

242,200

8,022,875

Sun Microsystems, Inc. (a)

572,000

15,944,500

39,387,500

Electronics - 0.4%

LSI Logic Corp. (a)

94,400

1,613,296

Texas Instruments, Inc.

71,400

3,382,575

4,995,871

TOTAL TECHNOLOGY

141,438,966

TRANSPORTATION - 0.7%

Railroads - 0.7%

Burlington Northern Santa Fe Corp.

290,500

8,224,781

UTILITIES - 7.8%

Cellular - 2.7%

Nextel Communications, Inc. Class A (a)

549,900

13,610,025

Vodafone Group PLC sponsored ADR

546,400

19,567,950

33,177,975

Electric Utility - 1.1%

IPALCO Enterprises, Inc.

309,100

7,476,356

Southern Energy, Inc.

228,400

6,466,575

13,942,931

Telephone Services - 4.0%

BellSouth Corp.

170,800

6,992,125

Qwest Communications
International, Inc. (a)

263,300

10,795,300

SBC Communications, Inc.

536,630

25,624,083

Sprint Corp. - FON Group

88,900

1,805,781

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Telephone Services - continued

WorldCom, Inc. (a)

1

$ 7

XO Communications, Inc. Class A (a)

212,100

3,778,031

48,995,327

TOTAL UTILITIES

96,116,233

TOTAL COMMON STOCKS

(Cost $968,425,385)

1,051,270,845

U.S. Treasury Obligations - 0.3%

Moody's Ratings (unaudited)

Principal Amount

U.S. Treasury Bills, yield at date of purchase 6.07% to 6.2% 1/11/01 (c)
(Cost $3,693,113)

-

$ 3,700,000

3,695,086

Cash Equivalents - 15.1%

Shares

Fidelity Cash Central Fund,
6.53% (b)
(Cost $187,497,116)

187,497,116

187,497,116

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $1,159,615,614)

1,242,463,047

NET OTHER ASSETS - (0.4)%

(5,051,226)

NET ASSETS - 100%

$ 1,237,411,821

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

185 S&P 500 Stock Index Contracts

March 2001

$ 61,745,750

$ (2,215,280)

The face value of futures purchased as a percentage of net assets - 5.0%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Security 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 $3,695,086.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $796,822,805 and $934,046,412, respectively.

The market value of futures contracts opened and closed during the period amounted to $242,231,205 and $173,998,108, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $67,137 for the period.

The fund participated in the security lending program. At period end there were no loans outstanding.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $1,161,757,962. Net unrealized appreciation aggregated $80,705,085, of which $183,571,497 related to appreciated investment securities and $102,866,412 related to depreciated investment securities.

The fund hereby designates approximately $60,889,000 as a capital gain dividend for the purpose of the dividend paid deduction.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $1,159,615,614) -
See accompanying schedule

$ 1,242,463,047

Receivable for fund shares sold

1,085,909

Dividends receivable

978,567

Interest receivable

1,115,238

Other receivables

11,911

Total assets

1,245,654,672

Liabilities

Payable for investments purchased

6,638,578

Payable for fund shares redeemed

153,336

Accrued management fee

490,258

Payable for daily variation on
futures contracts

841,750

Other payables and
accrued expenses

118,929

Total liabilities

8,242,851

Net Assets

$ 1,237,411,821

Net Assets consist of:

Paid in capital

$ 1,091,392,712

Undistributed net investment income

15,511,227

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

49,875,651

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

80,632,231

Net Assets

$ 1,237,411,821

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,011,393,038
÷
66,260,589 shares)

$15.26

Service Class:
Net Asset Value, offering price
and redemption price per share
($212,994,017
÷
14,023,621 shares)

$15.19

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($13,024,766
÷
858,782 shares)

$15.17

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 13,124,204

Interest

9,449,455

Security lending

88,053

Total income

22,661,712

Expenses

Management fee

$ 5,872,064

Transfer agent fees

806,310

Distribution fees

170,767

Accounting and security lending fees

299,770

Non-interested trustees' compensation

4,187

Custodian fees and expenses

22,326

Registration fees

10,070

Audit

27,471

Legal

16,193

Reports to shareholders

161,290

Miscellaneous

3,291

Total expenses before reductions

7,393,739

Expense reductions

(145,015)

7,248,724

Net investment income

15,412,988

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

55,785,089

Foreign currency transactions

9,035

Futures contracts

(4,272,067)

51,522,057

Change in net unrealized appreciation (depreciation) on:

Investment securities

(115,377,277)

Assets and liabilities in
foreign currencies

78

Futures contracts

(2,215,280)

(117,592,479)

Net gain (loss)

(66,070,422)

Net increase (decrease) in net assets resulting from operations

$ (50,657,434)

Other Information

Expense reductions
Directed brokerage arrangements

$ 144,800

Custodian credits

215

$ 145,015

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 15,412,988

$ 14,349,137

Net realized gain (loss)

51,522,057

94,527,839

Change in net unrealized appreciation (depreciation)

(117,592,479)

5,576,047

Net increase (decrease) in net assets resulting from operations

(50,657,434)

114,453,023

Distributions to shareholders
From net investment income

(14,244,192)

(7,463,706)

From net realized gain

(92,962,107)

(14,927,412)

Total distributions

(107,206,299)

(22,391,118)

Share transactions - net increase (decrease)

40,278,821

102,753,346

Total increase (decrease) in net assets

(117,584,912)

194,815,251

Net Assets

Beginning of period

1,354,996,733

1,160,181,482

End of period (including undistributed net investment income of $15,511,227 and $14,353,340, respectively)

$ 1,237,411,821

$ 1,354,996,733

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

8,109,723

$ 126,150,301

16,149,212

$ 265,569,682

Reinvested

6,348,551

97,958,146

1,401,034

21,996,237

Redeemed

(20,994,145)

(328,655,829)

(15,445,916)

(257,900,936)

Net increase (decrease)

(6,535,871)

$ (104,547,382)

2,104,330

$ 29,664,983

Service Class
Sold

8,415,703

$ 130,655,851

4,435,269

$ 73,604,463

Reinvested

601,152

9,239,713

25,216

394,881

Redeemed

(538,927)

(8,390,790)

(55,277)

(910,981)

Net increase (decrease)

8,477,928

$ 131,504,774

4,405,208

$ 73,088,363

Service Class 2 A
Sold

904,808

$ 14,041,948

Reinvested

550

8,442

Redeemed

(46,576)

(728,961)

Net increase (decrease)

858,782

$ 13,321,429

Distributions
From net investment income

Initial Class

$ 13,015,416

$ 7,332,079

Service Class

1,227,654

131,627

Service Class 2 A

1,122

-

Total

$ 14,244,192

$ 7,463,706

From net realized gain

Initial Class

$ 84,942,728

$ 14,664,158

Service Class

8,012,059

263,254

Service Class 2 A

7,320

-

Total

$ 92,962,107

$ 14,927,412

$ 107,206,299

$ 22,391,118

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996 H

Selected Per-Share Data

Net asset value, beginning of period

$ 17.30

$ 16.15

$ 12.53

$ 9.90

$ 10.00

Income from Investment Operations

Net investment income

.20 D

.18 D

.15 D

.13 D

.00

Net realized and unrealized gain (loss)

(.81)

1.27

3.54

2.84

(.10)

Total from investment operations

(.61)

1.45

3.69

2.97

(.10)

Less Distributions

From net investment income

(.19)

(.10)

-

(.08)

-

From net realized gain

(1.24)

(.20)

(.07)

(.26)

-

Total distributions

(1.43)

(.30)

(.07)

(.34)

-

Net asset value, end of period

$ 15.26

$ 17.30

$ 16.15

$ 12.53

$ 9.90

Total Return B, C

(3.62)%

9.17%

29.59%

30.09%

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,011,393

$ 1,259,396

$ 1,141,806

$ 345,287

$ 990

Ratio of expenses to average net assets

.58%

.60%

.61%

.70%

1.00% A, F

Ratio of expenses to average net assets after expense reductions

.57% G

.59% G

.60% G

.70%

1.00% A

Ratio of net investment income to average net assets

1.26%

1.08%

1.08%

1.14%

3.89% A

Portfolio turnover rate

72%

58%

66%

81%

0% A

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 17.24

$ 16.11

$ 12.53

$ 12.35

Income from Investment Operations

Net investment income D

.18

.16

.15

.03

Net realized and unrealized gain (loss)

(.80)

1.27

3.50

.49

Total from investment operations

(.62)

1.43

3.65

.52

Less Distributions

From net investment income

(.19)

(.10)

-

(.08)

From net realized gain

(1.24)

(.20)

(.07)

(.26)

Total distributions

(1.43)

(.30)

(.07)

(.34)

Net asset value, end of period

$ 15.19

$ 17.24

$ 16.11

$ 12.53

Total Return B, C

(3.69)%

9.06%

29.27%

4.29%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 212,994

$ 95,600

$ 18,375

$ 10

Ratio of expenses to average net assets

.69%

.70%

.71%

.80% A

Ratio of expenses to average net assets after expense reductions

.68% G

.69% G

.70% G

.80% A

Ratio of net investment income to average net assets

1.16%

.98%

1.05%

1.24% A

Portfolio turnover rate

72%

58%

66%

81%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the expenses.

H For the period December 31, 1996 (commencement of operations of Initial Class shares).

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 16.94

Income from Investment Operations

Net investment income D

.15

Net realized and unrealized gain (loss)

(.49)

Total from investment operations

(.34)

Less Distributions

From net investment income

(.19)

From net realized gain

(1.24)

Total distributions

(1.43)

Net asset value, end of period

$ 15.17

Total Return B, C

(2.11)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 13,025

Ratio of expenses to average net assets

.85% A

Ratio of expenses to average net assets after expense reductions

.84% A, E

Ratio of net investment income to average net assets

1.00% A

Portfolio turnover rate

72%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

F For the period January 12, 2000 (commencement of sales of Service Class 2 shares) to December 31, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Growth Opportunities -
Service Class

-17.13%

10.56%

13.96%

S&P 500

-9.10%

18.33%

21.35%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of the fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class on January 3, 1995, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $21,893 - a 118.93% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $31,921 - a 219.21% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

General Electric Co.

5.5

Fannie Mae

4.7

Freddie Mac

3.8

Bristol-Myers Squibb Co.

3.0

Schering-Plough Corp.

2.8

19.8

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Technology

19.3

Finance

18.7

Health

15.1

Industrial Machinery & Equipment

7.0

Energy

6.4

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks and
Equity Futures

93.4%

Short-Term
Investments and
Net Other Assets

6.6%



* Foreign investments

4.4%

Annual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Bettina Doulton, Portfolio Manager of Growth Opportunities Portfolio

Q. How did the fund perform during the past 12 months, Bettina?

A. During the 12-month period ending December 31, 2000, the fund underperformed the Standard & Poor's 500 Index, which returned -9.10% during that time frame.

Q. It was a difficult year for growth funds in general, and for this fund in particular. What was the primary reason for the fund's underperformance?

A. The fund's technology positioning had the most influence on both absolute and relative performance. Early in the period, before my tenure began, the fund's tech weighting was only half as large as the benchmark's. Given that technology stocks were driving the market to record highs, underweighting the sector was especially damaging to performance. After taking over the fund in February, I overweighted the portfolio's technology exposure to be more in line with the peer group. Unfortunately, just weeks after this repositioning, the tech sector began a severe correction that has since seen the NASDAQ Composite Index fall more than 50% from its high in March.

Q. What sparked the sell-off in the technology sector?

A. The Federal Reserve Board's interest-rate increases slowed the economy, reduced capital availability and caused a reduction in earnings growth - all especially negative for tech stocks, which were pricing in continued prosperity. Additionally, the severity and speed of the economic slowdown created excess inventory problems across many industries, including the semiconductor and optical equipment industries where the fund had heavy exposure.

Q. As the downturn in technology took hold, how did you attempt to limit the fund's losses?

A. Increasing the fund's holdings in non-technology industries - health care and nondurables, for instance - offered some diversification, and within technology I focused on companies with relatively good fundamentals and/or valuations. Business software maker Siebel Systems and optical networking equipment maker Ciena Corp. are two names that come to mind. Overweighting both positions relative to the index helped performance. Additionally, underweighting some of the larger-cap tech names that significantly underperformed, including Lucent, Yahoo! and Microsoft, was somewhat helpful on a relative basis, although these stocks hurt the fund's absolute returns. I sold the fund's position in Lucent by the end of the period.

Q. What strategies did you undertake in sectors outside of technology?

A. Typical of prior economic slowdowns, the relatively predictable growth rates of the health care and nondurables sectors provided a safe haven for investors. Therefore, I raised the fund's stake in the health sector from around 10% a year ago to more than 15% at the end of the period, which proved beneficial. Of sectors representing more than 2% of the fund, health care was the best contributor to performance, while Eli Lilly, Schering-Plough and Bristol-Myers Squibb were notable contributors on a stock selection basis. In addition, I moved some assets into the nondurables sector, increasing the fund's holdings in Coca-Cola, Gillette and Procter & Gamble. These moves generally helped performance.

Q. What stocks were particularly hurt by the poor market environment of the past year?

A. Given the horrendous performance of tech stocks, it's not surprising that several of the fund's worst absolute performers were from that sector, namely Microsoft, Cisco, Dell Computer, Texas Instruments and Intel. Retail stalwarts Wal-Mart and Home Depot also were detractors. While I think both are great companies, the implications of an economic slowdown were very damaging to their stocks.

Q. What's your outlook for the next few months, Bettina?

A. The market is in a difficult place right now, caught between the push/pull of expectations for lower interest rates going forward, versus the grim reality that earnings estimates may generally still need to come down for 2001. I think that's going to make for a very tough medium-term period. However, I do believe that the fund is well-positioned for this eventuality. If you look at my industry weightings exiting the period versus what they were for the year, I'm currently much more diversified and much more in line with the S&P. This less-aggressive posture should serve to limit relative underperformance if the negative momentum continues. In the meantime, I'll look to become more aggressive opportunistically through individual stock selection.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide capital growth by investing primarily in common stocks

Start date: January 3, 1995

Size: as of December 31, 2000, more than $1.3 billion

Manager: Bettina Doulton, since February 2000; joined Fidelity in 1986

3

Annual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 88.3%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.2%

Boeing Co.

135,300

$ 8,929,800

Rockwell International Corp.

38,000

1,809,750

Textron, Inc.

112,700

5,240,550

TOTAL AEROSPACE & DEFENSE

15,980,100

BASIC INDUSTRIES - 2.6%

Chemicals & Plastics - 1.8%

Avery Dennison Corp.

14,600

801,175

Dow Chemical Co.

185,000

6,775,625

E.I. du Pont de Nemours and Co.

36,000

1,739,250

Pharmacia Corp.

58,200

3,550,200

Praxair, Inc.

187,300

8,311,438

Rohm & Haas Co.

74,120

2,691,483

23,869,171

Metals & Mining - 0.2%

Alcoa, Inc.

47,100

1,577,850

Phelps Dodge Corp.

18,200

1,015,788

2,593,638

Paper & Forest Products - 0.6%

Georgia-Pacific Group

18,200

566,475

International Paper Co.

40,200

1,640,663

Kimberly-Clark Corp.

36,400

2,573,116

Mead Corp.

14,400

451,800

Weyerhaeuser Co.

54,800

2,781,100

8,013,154

TOTAL BASIC INDUSTRIES

34,475,963

CONSTRUCTION & REAL ESTATE - 0.2%

Building Materials - 0.2%

Masco Corp.

117,700

3,023,419

DURABLES - 0.6%

Consumer Electronics - 0.2%

Black & Decker Corp.

62,800

2,464,900

Textiles & Apparel - 0.4%

NIKE, Inc. Class B

104,700

5,843,569

TOTAL DURABLES

8,308,469

ENERGY - 6.4%

Energy Services - 1.4%

Baker Hughes, Inc.

36,700

1,525,344

Halliburton Co.

264,800

9,599,000

Schlumberger Ltd. (NY Shares)

90,500

7,234,344

18,358,688

Oil & Gas - 5.0%

BP Amoco PLC sponsored ADR

210,490

10,077,209

Burlington Resources, Inc.

78,700

3,974,350

Conoco, Inc. Class B

58,300

1,687,056

Shares

Value (Note 1)

Cooper Cameron Corp. (a)

64,500

$ 4,261,031

Exxon Mobil Corp.

359,500

31,254,031

Royal Dutch Petroleum Co. (NY Shares)

121,900

7,382,569

TotalFinaElf SA:

Class B

6,153

894,492

sponsored ADR

94,405

6,862,063

66,392,801

TOTAL ENERGY

84,751,489

FINANCE - 18.7%

Banks - 2.7%

Bank of America Corp.

169,300

7,766,638

Bank One Corp.

142,000

5,200,750

Chase Manhattan Corp.

329,100

14,953,481

Mellon Financial Corp.

14,600

718,138

PNC Financial Services Group, Inc.

50,300

3,675,044

SunTrust Banks, Inc.

7,300

459,900

Wachovia Corp.

19,600

1,139,250

Wells Fargo & Co.

36,400

2,027,025

35,940,226

Credit & Other Finance - 2.4%

American Express Co.

184,600

10,141,463

Citigroup, Inc.

429,000

21,905,813

32,047,276

Federal Sponsored Credit - 8.5%

Fannie Mae

716,500

62,156,375

Freddie Mac

733,500

50,519,813

112,676,188

Insurance - 2.5%

American International Group, Inc.

239,862

23,641,398

Hartford Financial Services Group, Inc.

46,600

3,291,125

The Chubb Corp.

59,800

5,172,700

32,105,223

Securities Industry - 2.6%

Charles Schwab Corp.

143,800

4,080,325

Daiwa Securities Group, Inc.

72,000

751,036

Goldman Sachs Group, Inc.

28,800

3,079,800

Merrill Lynch & Co., Inc.

214,800

14,646,675

Morgan Stanley Dean Witter & Co.

150,100

11,895,425

34,453,261

TOTAL FINANCE

247,222,174

HEALTH - 15.1%

Drugs & Pharmaceuticals - 12.9%

Allergan, Inc.

1,800

174,263

American Home Products Corp.

46,000

2,923,300

Bristol-Myers Squibb Co.

542,800

40,133,275

Eli Lilly & Co.

275,600

25,648,025

Immunex Corp. (a)

257,690

10,468,656

Merck & Co., Inc.

255,200

23,893,100

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Drugs & Pharmaceuticals - continued

Pfizer, Inc.

549,893

$ 25,295,078

Schering-Plough Corp.

650,600

36,921,550

Sepracor, Inc. (a)

32,400

2,596,050

Serono SA sponsored ADR (a)

112,900

2,702,544

170,755,841

Medical Equipment & Supplies - 2.2%

Abbott Laboratories

115,200

5,580,000

AmeriSource Health Corp. Class A (a)

16,497

833,099

Baxter International, Inc.

15,900

1,404,169

Cardinal Health, Inc.

102,270

10,188,649

Guidant Corp. (a)

112,800

6,084,150

Johnson & Johnson

21,300

2,237,831

McKesson HBOC, Inc.

70,300

2,523,067

28,850,965

TOTAL HEALTH

199,606,806

INDUSTRIAL MACHINERY & EQUIPMENT - 7.0%

Electrical Equipment - 5.6%

Emerson Electric Co.

14,600

1,150,663

General Electric Co.

1,510,800

72,423,960

Scientific-Atlanta, Inc.

14,200

462,388

74,037,011

Industrial Machinery & Equipment - 1.4%

Deere & Co.

55,000

2,519,688

Ingersoll-Rand Co.

24,200

1,013,375

Tyco International Ltd.

281,400

15,617,700

19,150,763

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

93,187,774

MEDIA & LEISURE - 5.3%

Broadcasting - 2.7%

AT&T Corp. - Liberty Media Group
Class A (a)

384,244

5,211,309

Charter Communications, Inc. Class A (a)

167,700

3,804,694

Clear Channel Communications, Inc. (a)

167,600

8,118,125

Comcast Corp. Class A (special) (a)

73,200

3,056,100

Cox Communications, Inc. Class A (a)

78,213

3,641,793

Infinity Broadcasting Corp. Class A (a)

23,400

653,738

Time Warner, Inc.

73,000

3,813,520

Univision Communications, Inc.
Class A (a)

186,500

7,634,844

35,934,123

Entertainment - 1.8%

Fox Entertainment Group, Inc. Class A (a)

325,500

5,818,313

Viacom, Inc. Class B (non-vtg.) (a)

331,868

15,514,829

Walt Disney Co.

99,200

2,870,600

24,203,742

Shares

Value (Note 1)

Publishing - 0.3%

McGraw-Hill Companies, Inc.

72,100

$ 4,226,863

Restaurants - 0.5%

McDonald's Corp.

184,100

6,259,400

TOTAL MEDIA & LEISURE

70,624,128

NONDURABLES - 3.8%

Beverages - 1.4%

The Coca-Cola Co.

306,300

18,665,156

Household Products - 1.9%

Clorox Co.

14,300

507,650

Colgate-Palmolive Co.

75,700

4,886,435

Gillette Co.

238,400

8,612,200

Procter & Gamble Co.

134,920

10,582,788

24,589,073

Tobacco - 0.5%

Philip Morris Companies, Inc.

163,720

7,203,680

TOTAL NONDURABLES

50,457,909

RETAIL & WHOLESALE - 2.9%

Apparel Stores - 0.1%

Gap, Inc.

47,500

1,211,250

Drug Stores - 0.3%

CVS Corp.

18,200

1,090,863

Walgreen Co.

70,400

2,943,600

4,034,463

General Merchandise Stores - 1.6%

Wal-Mart Stores, Inc.

394,000

20,931,250

Grocery Stores - 0.1%

Safeway, Inc. (a)

18,200

1,137,500

Retail & Wholesale, Miscellaneous - 0.8%

Best Buy Co., Inc. (a)

21,600

638,550

Home Depot, Inc.

230,100

10,512,694

11,151,244

TOTAL RETAIL & WHOLESALE

38,465,707

SERVICES - 0.1%

Dun & Bradstreet Corp. (a)

21,450

555,019

TECHNOLOGY - 19.3%

Communications Equipment - 4.2%

CIENA Corp. (a)

100,300

8,149,375

Cisco Systems, Inc. (a)

810,060

30,984,795

Corvis Corp.

40,100

954,881

Nokia AB sponsored ADR

282,010

12,267,435

Nortel Networks Corp.

104,200

3,340,913

55,697,399

Computer Services & Software - 7.3%

Adobe Systems, Inc.

77,000

4,480,438

America Online, Inc. (a)

131,700

4,583,160

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Computer Services & Software - continued

Ariba, Inc. (a)

79,200

$ 4,247,100

Automatic Data Processing, Inc.

100,100

6,337,581

BEA Systems, Inc. (a)

102,300

6,886,069

BMC Software, Inc. (a)

21,900

306,600

Cadence Design Systems, Inc. (a)

116,200

3,195,500

Computer Associates International, Inc.

40,800

795,600

Electronic Data Systems Corp.

51,000

2,945,250

Interwoven, Inc. (a)

29,900

1,971,531

Microsoft Corp. (a)

552,600

23,969,025

Openwave Systems, Inc. (a)

6,800

325,975

Oracle Corp. (a)

669,400

19,454,438

PeopleSoft, Inc. (a)

128,400

4,774,875

Redback Networks, Inc. (a)

18,100

742,100

Siebel Systems, Inc. (a)

44,300

2,995,788

Sonus Networks, Inc.

37,300

941,825

VeriSign, Inc. (a)

17,037

1,263,932

VERITAS Software Corp. (a)

52,500

4,593,750

Yahoo!, Inc. (a)

62,000

1,863,875

96,674,412

Computers & Office Equipment - 4.2%

Compaq Computer Corp.

193,000

2,904,650

Dell Computer Corp. (a)

355,900

6,206,006

EMC Corp. (a)

183,256

12,186,524

Extreme Networks, Inc. (a)

18,000

704,250

Juniper Networks, Inc. (a)

29,400

3,706,238

Network Appliance, Inc. (a)

146,700

9,416,306

Sun Microsystems, Inc. (a)

715,600

19,947,350

55,071,324

Electronic Instruments - 0.6%

Agilent Technologies, Inc. (a)

15

821

Applied Materials, Inc. (a)

60,200

2,298,888

KLA-Tencor Corp. (a)

78,300

2,637,731

LAM Research Corp. (a)

223,700

3,243,650

8,181,090

Electronics - 3.0%

Analog Devices, Inc. (a)

138,200

7,074,113

Broadcom Corp. Class A (a)

7,300

613,200

Intel Corp.

344,300

10,350,519

JDS Uniphase Corp. (a)

37,300

1,554,944

National Semiconductor Corp. (a)

170,500

3,431,313

Shares

Value (Note 1)

Texas Instruments, Inc.

304,200

$ 14,411,475

Xilinx, Inc. (a)

58,100

2,679,863

40,115,427

TOTAL TECHNOLOGY

255,739,652

TRANSPORTATION - 0.4%

Air Transportation - 0.1%

Southwest Airlines Co.

31,500

1,056,195

Railroads - 0.3%

Burlington Northern Santa Fe Corp.

6,200

175,538

Union Pacific Corp.

72,740

3,691,555

3,867,093

TOTAL TRANSPORTATION

4,923,288

UTILITIES - 4.7%

Cellular - 0.7%

China Mobile (Hong Kong) Ltd. sponsored ADR (a)

108,100

2,932,213

Nextel Communications, Inc. Class A (a)

172,300

4,264,425

Sprint Corp. - PCS Group Series 1 (a)

48,810

997,554

Vodafone Group PLC

122,991

440,462

8,634,654

Electric Utility - 0.6%

AES Corp. (a)

131,400

7,276,275

Telephone Services - 3.4%

BellSouth Corp.

232,400

9,513,875

Global Crossing Ltd. (a)

146,200

2,092,489

Qwest Communications
International, Inc. (a)

224,787

9,216,267

SBC Communications, Inc.

364,060

17,383,865

Sprint Corp. - FON Group

119,600

2,429,375

Verizon Communications

98,500

4,937,313

45,573,184

TOTAL UTILITIES

61,484,113

TOTAL COMMON STOCKS

(Cost $1,048,583,367)

1,168,806,010

Convertible Bonds - 0.0%

Moody's Ratings (unaudited)

Principal Amount

TECHNOLOGY - 0.0%

Computer Services & Software - 0.0%

Cyras Systems, Inc. 4.5% 8/15/05 (c)
(Cost $380,000)

-

$ 380,000

444,600

U.S. Treasury Obligations - 0.3%

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

U.S. Treasury Bills, yield at date of purchase 6% to 6.08% 3/1/01 (d)
(Cost $4,059,274)

-

$ 4,100,000

$ 4,062,280

Cash Equivalents - 11.1%

Shares

Fidelity Cash Central Fund,
6.53% (b)
(Cost $146,072,696)

146,072,696

146,072,696

TOTAL INVESTMENT PORTFOLIO - 99.7%

(Cost $1,199,095,337)

1,319,385,586

NET OTHER ASSETS - 0.3%

4,276,216

NET ASSETS - 100%

$ 1,323,661,802

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

204 S&P 500 Stock Index Contracts

March 2001

$ 68,085,000

$ (2,539,863)

The face value of futures purchased as a percentage of net assets - 5.1%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $444,600 or 0.0% of net assets.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $4,062,280.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,740,994,911 and $2,125,572,550, respectively, of which long-term U.S. government and government agency obligations aggregated $0 and $110,516,388, respectively.

The market value of futures contracts opened and closed during the period amounted to $142,071,609 and $72,325,477, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $83,202 for the period.

The fund participated in the security lending program. At period end there were no loans outstanding.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $1,205,621,153. Net unrealized appreciation aggregated $113,764,433, of which $244,999,700 related to appreciated investment securities and $131,235,267 related to depreciated investment securities.

The fund hereby designates approximately $110,900,000 as a capital gain dividend for the purpose of the dividend paid deduction.

At December 31, 2000, the fund had a capital loss carryforward of approximately $30,538,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $1,199,095,337) -
See accompanying schedule

$ 1,319,385,586

Cash

133,713

Receivable for investments sold

109,717

Receivable for fund shares sold

5,276,600

Dividends receivable

740,883

Interest receivable

755,505

Other receivables

1,693

Total assets

1,326,403,697

Liabilities

Payable for fund shares redeemed

$ 1,054,551

Accrued management fee

643,314

Distribution fees payable

34,043

Payable for daily variation on
futures contracts

928,200

Other payables and
accrued expenses

81,787

Total liabilities

2,741,895

Net Assets

$ 1,323,661,802

Net Assets consist of:

Paid in capital

$ 1,239,453,363

Undistributed net investment income

3,904,996

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(37,466,142)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

117,769,585

Net Assets

$ 1,323,661,802

Initial Class:
Net Asset Value, offering price
and redemption price per share
($951,874,726
÷ 53,661,940
shares)

$17.74

Service Class:
Net Asset Value, offering price
and redemption price per share
($345,960,075
÷ 19,538,882
shares)

$17.71

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($25,827,001
÷ 1,460,885
shares)

$17.68

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 9,638,533

Interest

5,533,290

Security lending

48,205

Total income

15,220,028

Expenses

Management fee

$ 8,986,436

Transfer agent fees

1,011,129

Distribution fees

375,299

Accounting and security lending fees

351,642

Non-interested trustees' compensation

5,366

Custodian fees and expenses

71,563

Registration fees

956

Audit

34,920

Legal

20,975

Reports to shareholders

200,470

Miscellaneous

4,343

Total expenses before reductions

11,063,099

Expense reductions

(368,954)

10,694,145

Net investment income

4,525,883

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(33,324,763)

Foreign currency transactions

(29,652)

Futures contracts

878,731

(32,475,684)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(256,626,898)

Assets and liabilities in
foreign currencies

22,133

Futures contracts

(2,539,863)

(259,144,628)

Net gain (loss)

(291,620,312)

Net increase (decrease) in net assets resulting from operations

$ (287,094,429)

Other Information

Expense reductions
Directed brokerage arrangements

$ 359,793

Custodian credits

9,161

$ 368,954

See accompanying notes which are an integral part of the financial statements.

Annual Report

Variable Insurance Products: Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 4,525,883

$ 21,853,752

Net realized gain (loss)

(32,475,684)

109,839,194

Change in net unrealized appreciation (depreciation)

(259,144,628)

(54,923,099)

Net increase (decrease) in net assets resulting from operations

(287,094,429)

76,769,847

Distributions to shareholders
From net investment income

(22,196,821)

(17,518,652)

From net realized gain

(110,899,964)

(32,887,198)

Total distributions

(133,096,785)

(50,405,850)

Share transactions - net increase (decrease)

(142,511,511)

140,493,459

Total increase (decrease) in net assets

(562,702,725)

166,857,456

Net Assets

Beginning of period

1,886,364,527

1,719,507,071

End of period (including undistributed net investment income of $3,904,996 and $21,419,780, respectively)

$ 1,323,661,802

$ 1,886,364,527

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

13,001,624

$ 264,392,501

14,140,894

$ 318,792,928

Reinvested

5,190,172

107,280,841

2,116,413

45,714,518

Redeemed

(31,115,720)

(637,099,314)

(18,293,067)

(412,962,598)

Net increase (decrease)

(12,923,924)

$ (265,425,972)

(2,035,760)

$ (48,455,152)

Service Class
Sold

6,103,794

$ 124,023,915

9,385,140

$ 211,858,592

Reinvested

1,249,806

25,808,497

217,292

4,691,331

Redeemed

(2,725,190)

(55,547,216)

(1,230,823)

(27,601,312)

Net increase (decrease)

4,628,410

$ 94,285,196

8,371,609

$ 188,948,611

Service Class 2 A
Sold

1,534,357

$ 30,073,097

Reinvested

361

7,444

Redeemed

(73,833)

(1,451,276)

Net increase (decrease)

1,460,885

$ 28,629,265

Distributions
From net investment income
Initial Class

$ 17,993,920

$ 15,930,817

Service Class

4,201,689

1,587,835

Service Class 2 A

1,212

-

Total

$ 22,196,821

$ 17,518,652

From net realized gain
Initial Class

$ 89,286,924

$ 29,783,702

Service Class

21,606,808

3,103,496

Service Class 2 A

6,232

-

Total

$ 110,899,964

$ 32,887,198

$ 133,096,785

$ 50,405,850

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 23.15

$ 22.88

$ 19.27

$ 15.40

$ 13.07

Income from Investment Operations

Net investment income

.06 D

.27 D

.26 D

.29 D

.26

Net realized and unrealized gain (loss)

(3.77)

.66

4.29

4.18

2.12

Total from investment operations

(3.71)

.93

4.55

4.47

2.38

Less Distributions

From net investment income

(.29) G

(.23)

(.21)

(.25)

-

From net realized gain

(1.41) G

(.43)

(.73)

(.35)

(.05)

Total distributions

(1.70)

(.66)

(.94)

(.60)

(.05)

Net asset value, end of period

$ 17.74

$ 23.15

$ 22.88

$ 19.27

$ 15.40

Total Return B, C

(17.07)%

4.27%

24.61%

29.95%

18.27%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 951,875

$ 1,541,587

$ 1,570,011

$ 1,025,766

$ 383,085

Ratio of expenses to average net assets

.68%

.69%

.71%

.74%

.77%

Ratio of expenses to average net assets after expense reductions

.66% F

.68% F

.70% F

.73% F

.76% F

Ratio of net investment income to average net assets

.31%

1.20%

1.27%

1.68%

2.29%

Portfolio turnover rate

117%

42%

29%

26%

28%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 23.12

$ 22.86

$ 19.27

$ 18.50

Income from Investment Operations

Net investment income D

.04

.25

.23

.04

Net realized and unrealized gain (loss)

(3.76)

.66

4.30

.73

Total from investment operations

(3.72)

.91

4.53

.77

Less Distributions

From net investment income

(.28) G

(.22)

(.21)

-

From net realized gain

(1.41) G

(.43)

(.73)

-

Total distributions

(1.69)

(.65)

(.94)

-

Net asset value, end of period

$ 17.71

$ 23.12

$ 22.86

$ 19.27

Total Return B, C

(17.13)%

4.18%

24.51%

4.16%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 345,960

$ 344,778

$ 149,496

$ 2,589

Ratio of expenses to average net assets

.79%

.79%

.80%

.84% A

Ratio of expenses to average net assets after expense reductions

.76% F

.78% F

.79% F

.83% A, F

Ratio of net investment income to average net assets

.21%

1.09%

1.16%

1.72% A

Portfolio turnover rate

117%

42%

29%

26%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 22.70

Income from Investment Operations

Net investment income E

.01

Net realized and unrealized gain (loss)

(3.34)

Total from investment operations

(3.33)

Less Distributions

From net investment income

(.28) G

From net realized gain

(1.41) G

Total distributions

(1.69)

Net asset value, end of period

$ 17.68

Total Return B, C

(15.74)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 25,827

Ratio of expenses to average net assets

.95% A

Ratio of expenses to average net assets after expense reductions

.93% A, F

Ratio of net investment income to average net assets

.04% A

Portfolio turnover rate

117%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

E Net investment income per share has been calculated based on average shares outstanding during the period.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: High Income Portfolio - Service Class
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past 10 years total return would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: High Income -
Service Class

-22.68%

1.40%

9.81%

ML High Yield Master II

-5.12%

4.76%

11.12%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Merrill Lynch High Yield Master II Index - a market value-weighted index of all domestic and yankee high-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3, but are not in default. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

The fund includes high yielding, lower-rated securities which are subject to greater price volatility and may involve greater risk of default. The market for these securities may be less liquid.


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: High Income Portfolio - Service Class on December 31, 1990. As the chart shows, by December 31, 2000, the value of the investment would have grown to $25,491 - a 154.91% increase on the initial investment. For comparison, look at how the Merrill Lynch High Yield Master II Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $28,697 - a 186.97% increase.

Investment Summary

Top Five Holdings as of December 31, 2000

(by issuer, excluding cash equivalents)

% of fund's
net assets

Nextel Communications, Inc.

5.3

XO Communications, Inc.

4.2

Allied Waste North America, Inc.

2.5

CSC Holdings, Inc.

2.5

EchoStar Communications Corp.

2.2

16.7

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Utilities

31.9

Media & Leisure

25.6

Basic Industries

7.5

Energy

4.9

Technology

4.9

Quality Diversification as of December 31, 2000

(Moody's Ratings)

% of fund's
investments

Aaa, Aa, A

0.0

Baa

0.0

Ba

8.3

B

46.6

Caa, Ca, C

13.8

Not Rated

3.3

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Unrated debt securities that are equivalent to Ba and below at December 31, 2000 account for 3.3% of the fund's investments.

Annual Report

Fidelity Variable Insurance Products: High Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Barry Coffman,
Portfolio Manager of
High Income Portfolio

Q. How did the fund perform, Barry?

A. It was a tough period for both the high-yield market and the fund. For the 12-month period that ended December 31, 2000, the fund significantly lagged the -5.12% return of the Merrill Lynch High Yield Master II Index.

Q. What caused the high-yield market to decline in 2000?

A. The dismal performance stemmed from a combination of factors, including rising bankruptcies among high-yield companies and increasing recession fears as the economy slowed. Demand for high-yield bonds was weak as evidenced by the net outflow of more than $10 billion from high-yield mutual funds. The significant growth of issuance from companies in the emerging telecommunications, technology and cable sectors made the market more sensitive to the downtrend in the stock market, particularly the NASDAQ, which also contributed to the market's poor performance.

Q. Why did the fund lag the index by such a wide margin?

A. Weak market environments generally result in a flight to quality, and that phenomenon was particularly pronounced during the period. The fund's overweighted position in lower-rated securities - particularly telecommunications and technology holdings - hurt performance. Many need incremental capital to fund out their business plans and the depressed prices of their securities put these companies at significant risk of running out of funds. I wasn't willing to throw in the towel and sell holdings at distressed levels, especially those that I believed remained fundamentally sound and would have access to capital in the future. Although I regret not paring back some of our telecommunications holdings when the market began to weaken in the summer, many of these securities began to rebound in December.

Q. Which of the fund's telecommunications holdings were hardest hit?

A. Competitive local exchange carriers (CLECs), which provide voice and data service to business customers, were among the poorest performers. For example, ICG was an early disappointment. It suffered initially from weaker-than-expected results, which led to an inability to raise additional capital, a wholesale turnover in management and, ultimately, its bankruptcy filing. That cast a pall over the entire CLEC sector, causing holdings such as WinStar and XO Communications (formerly Nextlink) to stumble. The overall weakness in the market hurt all companies that had significant capital needs, including international cable companies such as UnitedGlobalCom and NTL. In addition, companies that provide digital subscriber lines (DSL) - such as Covad Communications, Rhythms NetConnections and NorthPoint - also suffered substantial losses. While the demand for their services remained strong, they encountered trouble when some of the Internet service providers that distribute their services experienced difficulties.

Q. Where were the bright spots during the year?

A. Health care and energy were the best-performing sectors during the year. The bonds of HMO Oxford Health performed quite well when it posted strong gains thanks to control of its administrative and medical costs. In addition, the fund's holdings in kidney dialysis service provider Total Renal Care performed well when new management successfully turned the company around. Our stock holdings in Allied Waste, a large solid waste company, also did well thanks to its improving financial results.

Q. What's ahead for the high-yield market?

A. Considering how difficult last year was, it may be surprising that I'm very optimistic about 2001. The average high-yield bond is selling in the high 70s as a percentage of par - or face - value, with yields nearing 9% more than U.S. Treasury securities. These factors and others indicate that the market anticipates a tough time ahead, both from an economic and individual company standpoint. But many high-yield bonds are poised to do well if market conditions improve, as I believe they will. The market currently forecasts a default rate that exceeds the rate experienced in 1991 when we were in the midst of a recession and suffering through the bankruptcy of the largest high-yield dealer in the marketplace. In my view, bonds are priced with the worst-case scenario in mind. Actions by the Federal Reserve Board to cut interest rates should be very positive for the high-yield market, improving confidence and making credit more readily available.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks a high level of current income by investing primarily in all types of income-producing debt securities with an emphasis on lower-quality securities

Start date: September 19, 1985

Size: as of December 31, 2000, more than $1.6 billion

Manager: Barry Coffman, since 1990; joined Fidelity in 1986

3

Annual Report

Fidelity Variable Insurance Products: High Income Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Corporate Bonds - 68.6%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - 2.5%

HEALTH - 0.9%

Medical Facilities Management - 0.9%

Total Renal Care
Holdings, Inc.:

7% 5/15/09 (f)

B3

$ 13,370,000

$ 11,097,100

7% 5/15/09

B3

5,000,000

4,150,000

15,247,100

MEDIA & LEISURE - 1.6%

Broadcasting - 1.6%

EchoStar Communications Corp. 4.875% 1/1/07 (f)

Caa2

35,665,000

26,659,588

TOTAL CONVERTIBLE BONDS

41,906,688

Nonconvertible Bonds - 66.1%

BASIC INDUSTRIES - 7.0%

Chemicals & Plastics - 4.9%

Acetex Corp. yankee 9.75% 10/1/03

B3

4,000,000

3,640,000

Avecia Group PLC 11% 7/1/09

B2

8,470,000

8,385,300

Foamex LP 13.5% 8/15/05

Caa2

5,000,000

3,000,000

Georgia Gulf Corp. 10.375% 11/1/07

B1

3,470,000

3,227,100

Huntsman Corp.:

9.5% 7/1/07 (f)

B2

10,240,000

6,041,600

9.5% 7/1/07 (f)

B2

33,195,000

19,585,050

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

12,390,000

11,894,400

Huntsman ICI Holdings LLC 0% 12/31/09

B3

21,602,000

5,940,550

Lyondell Chemical Co.:

Series A, 9.625% 5/1/07

Ba3

3,740,000

3,627,800

Series B, 9.875% 5/1/07

Ba3

9,420,000

9,090,300

10.875% 5/1/09

B2

6,005,000

5,644,700

Sterling Chemicals, Inc. 11.75% 8/15/06

Caa3

6,328,000

3,164,000

83,240,800

Metals & Mining - 0.2%

Kaiser Aluminum & Chemical Corp. 9.875% 2/15/02

B2

3,660,000

3,220,800

Packaging & Containers - 1.5%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

14,080,000

8,729,600

9.75% 6/15/07

Caa1

7,285,000

4,589,550

Packaging Corp. of America 9.625% 4/1/09

B1

12,050,000

12,441,625

25,760,775

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Paper & Forest Products - 0.4%

Millar Western Forest Products Ltd. 9.875% 5/15/08

B2

$ 4,915,000

$ 3,882,850

Riverwood International Corp. 10.25% 4/1/06

B3

1,920,000

1,910,400

Stone Container Corp. 12.58% 8/1/16 (g)

B2

1,150,000

1,161,500

6,954,750

TOTAL BASIC INDUSTRIES

119,177,125

CONSTRUCTION & REAL ESTATE - 1.9%

Building Materials - 0.8%

American Standard, Inc. 7.375% 4/15/05

Ba2

8,425,000

8,151,188

International Utility Structures, Inc. 10.75% 2/1/08

Caa1

9,200,000

5,060,000

13,211,188

Real Estate - 1.1%

LNR Property Corp.:

9.375% 3/15/08

B1

13,465,000

12,185,825

10.5% 1/15/09

B1

7,040,000

6,652,800

18,838,625

TOTAL CONSTRUCTION & REAL ESTATE

32,049,813

DURABLES - 0.2%

Textiles & Apparel - 0.2%

Polymer Group, Inc.:

8.75% 3/1/08

B3

940,000

601,600

9% 7/1/07

B3

5,125,000

3,382,500

3,984,100

ENERGY - 4.1%

Coal - 0.5%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

7,680,000

7,641,600

Energy Services - 0.6%

Cliffs Drilling Co.:

Series B, 10.25% 5/15/03

Ba3

3,160,000

3,239,000

Series D, 10.25% 5/15/03

Ba3

2,500,000

2,562,500

DI Industries, Inc. 8.875% 7/1/07

B1

960,000

931,200

Ocean Rig Norway AS 10.25% 6/1/08

B3

4,550,000

3,958,500

10,691,200

Oil & Gas - 3.0%

Canadian Forest Oil Ltd. 8.75% 9/15/07

B2

3,670,000

3,596,600

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Chesapeake Energy Corp.:

Series B:

7.875% 3/15/04

B2

$ 4,086,000

$ 3,963,420

9.625% 5/1/05

B2

9,460,000

9,696,500

8.5% 3/15/12

B2

2,635,000

2,397,850

9.125% 4/15/06

B2

4,555,000

4,600,550

Cross Timbers Oil Co. Series B:

8.75% 11/1/09

B2

9,820,000

9,844,550

9.25% 4/1/07

B2

1,480,000

1,498,500

Nuevo Energy Co. 9.375% 10/1/10 (f)

B1

2,000,000

2,000,000

Plains Resources, Inc.:

Series B, 10.25% 3/15/06

B2

5,860,000

5,830,700

Series D, 10.25% 3/15/06

B2

4,585,000

4,562,075

10.25% 3/15/06 (f)

B2

3,020,000

3,050,200

51,040,945

TOTAL ENERGY

69,373,745

FINANCE - 0.2%

Credit & Other Finance - 0.2%

Delta Financial Corp. 9.5% 8/1/04

Caa2

1,350,000

607,500

Metris Companies, Inc. 10.125% 7/15/06

Ba3

2,805,000

2,356,200

PX Escrow Corp. 0% 2/1/06 (d)

Caa1

3,190,000

797,500

3,761,200

Insurance - 0.0%

Conseco, Inc. 8.75% 2/9/04

B1

960,000

672,000

TOTAL FINANCE

4,433,200

HEALTH - 0.6%

Medical Facilities Management - 0.6%

Mariner Post-Acute Network, Inc. 9.5% 11/1/07 (c)

C

11,630,000

1,163

Tenet Healthcare Corp.:

Series B, 9.25% 9/1/10

Ba1

4,020,000

4,356,675

8.125% 12/1/08

Ba3

1,080,000

1,085,400

Triad Hospitals Holdings, Inc. 11% 5/15/09

B3

3,640,000

3,849,300

9,292,538

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 2.4%

Industrial Machinery & Equipment - 0.3%

Tenneco Automotive, Inc. 11.625% 10/15/09

B2

$ 2,800,000

$ 1,344,000

Thermadyne Holdings Corp. 0% 6/1/08 (d)

Caa3

11,470,000

458,800

Thermadyne Manufacturing LLC 9.875% 6/1/08

Caa2

4,130,000

2,684,500

Tokheim Corp. 11.375% 8/1/08 (c)

-

9,030,000

1,219,050

5,706,350

Pollution Control - 2.1%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

1,870,000

1,795,200

10% 8/1/09

B2

29,250,000

27,495,000

Envirosource, Inc.:

Series B, 9.75% 6/15/03

Caa3

4,900,000

1,470,000

9.75% 6/15/03

Caa3

16,511,000

4,953,300

35,713,500

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

41,419,850

MEDIA & LEISURE - 20.2%

Broadcasting - 15.4%

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

8.625% 4/1/09

B2

11,160,000

10,099,800

10.25% 1/15/10

B2

6,385,000

6,241,338

Citadel Broadcasting Co. 9.25% 11/15/08

B3

3,110,000

2,993,375

Diamond Cable Communications PLC yankee:

0% 2/15/07 (d)

B2

12,341,000

7,836,535

11.75% 12/15/05

B2

9,875,000

8,640,625

Earthwatch, Inc. 0% 7/15/07 (d)

-

16,560,000

9,936,000

EchoStar DBS Corp. 9.375% 2/1/09

B1

18,285,000

17,827,875

Fox Family Worldwide, Inc. 0% 11/1/07 (d)

B1

9,125,000

7,071,875

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 0% 9/15/07 (d)

B2

210,000

180,600

Golden Sky DBS, Inc. 0% 3/1/07 (d)

Caa1

20,640,000

11,455,200

Impsat Fiber Networks, Inc. 13.75% 2/15/05

B3

1,945,000

1,264,250

International Cabletel, Inc. Series B, 0% 2/1/06 (d)

B2

24,504,000

21,318,480

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

LIN Holdings Corp. 0% 3/1/08 (d)

B3

$ 8,678,000

$ 6,204,770

NorthPoint Communication Holdings, Inc. 12.875% 2/15/10

Caa2

9,320,000

699,000

NTL Communications Corp. 11.5% 10/1/08

B3

10,080,000

8,870,400

NTL, Inc. 0% 4/1/08 (d)

B3

10,900,000

5,995,000

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B2

5,245,000

4,851,625

Pegasus
Communications Corp.:

9.625% 10/15/05

B3

3,655,000

3,408,288

9.75% 12/1/06

B3

1,190,000

1,109,675

Satelites Mexicanos SA
de CV:

10.125% 11/1/04

B3

20,460,000

12,889,800

11.28% 6/30/04 (f)(g)

B1

10,954,000

9,584,750

Spectrasite Holdings, Inc.:

0% 4/15/09 (d)

B3

19,720,000

10,747,400

10.75% 3/15/10

B3

3,270,000

2,910,300

12.5% 11/15/10 (f)

B3

4,000,000

3,960,000

Telewest PLC 11% 10/1/07

B1

19,442,000

16,963,145

UIH Australia/Pacific, Inc.:

Series B, 0% 5/15/06 (d)

B2

40,240,000

26,960,800

Series D, 0% 5/15/06 (d)

B2

5,620,000

3,765,400

United International Holdings, Inc. 0% 2/15/08 (d)

B3

41,521,000

17,854,030

United Pan-Europe Communications NV:

0% 2/1/10 (d)

B2

23,795,000

6,900,550

10.875% 8/1/09

B2

13,240,000

8,473,600

11.25% 2/1/10

B2

6,005,000

3,903,250

11.5% 2/1/10

B2

1,210,000

810,700

261,728,436

Entertainment - 2.3%

Hollywood Entertainment Corp. 10.625% 8/15/04

Caa2

11,875,000

4,750,000

Mandalay Resort Group:

9.5% 8/1/08

Ba2

4,000,000

4,000,000

10.25% 8/1/07

Ba3

7,600,000

7,505,000

MGM Mirage, Inc. 9.75% 6/1/07

Ba2

5,940,000

6,207,300

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Park Place Entertainment Corp. 8.875% 9/15/08

Ba2

$ 8,080,000

$ 8,140,600

Premier Parks, Inc. 9.25% 4/1/06

B3

8,495,000

8,112,725

38,715,625

Lodging & Gaming - 1.8%

Circus Circus Enterprises, Inc. 9.25% 12/1/05

Ba3

1,180,000

1,156,400

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

6,250,000

5,687,500

HMH Properties, Inc. Series A, 7.875% 8/1/05

Ba2

2,965,000

2,846,400

Horseshoe Gaming LLC 8.625% 5/15/09

B2

8,070,000

7,827,900

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

6,060,000

5,938,800

Station Casinos, Inc. 8.875% 12/1/08

B1

595,000

583,100

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

6,195,000

6,164,025

30,204,125

Restaurants - 0.7%

AFC Enterprises, Inc. 10.25% 5/15/07

B2

11,925,000

10,911,375

NE Restaurant, Inc. 10.75% 7/15/08

B3

1,520,000

912,000

11,823,375

TOTAL MEDIA & LEISURE

342,471,561

NONDURABLES - 0.5%

Household Products - 0.5%

AKI Holding Corp. 0% 7/1/09 (d)

Caa1

9,120,000

3,420,000

AKI, Inc. 10.5% 7/1/08

B2

6,960,000

5,359,200

8,779,200

RETAIL & WHOLESALE - 0.8%

Apparel Stores - 0.6%

Mothers Work, Inc. 12.625% 8/1/05

B3

12,545,000

10,914,150

Specialty Retailers, Inc. 8.5% 7/15/05 (c)

Ca

18,870,000

188,700

11,102,850

Drug Stores - 0.2%

Rite Aid Corp. 10.5% 9/15/02 (f)

Caa1

4,285,000

2,785,250

Grocery Stores - 0.0%

Jitney-Jungle Stores of America, Inc. 12% 3/1/06 (c)

-

2,590,000

19,425

TOTAL RETAIL & WHOLESALE

13,907,525

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

SERVICES - 1.5%

Leasing & Rental - 0.0%

United Rentals, Inc. 9% 4/1/09

B2

$ 590,000

$ 438,075

Printing - 1.2%

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

21,340,000

19,846,200

Services - 0.3%

AP Holdings, Inc. 0% 3/15/08 (d)

Caa2

2,470,000

172,900

Apcoa, Inc. 9.25% 3/15/08

Caa1

17,070,000

5,462,400

5,635,300

TOTAL SERVICES

25,919,575

TECHNOLOGY - 4.2%

Computer Services & Software - 2.2%

Colo.com 13.875% 3/15/10 unit (f)

-

12,770,000

8,045,100

Concentric Network Corp. 12.75% 12/15/07

B

12,760,000

10,973,600

Covad Communications Group, Inc.:

12% 2/15/10

Caa1

4,805,000

1,129,175

12.5% 2/15/09

Caa1

7,684,000

1,921,000

Exodus Communications, Inc.:

10.75% 12/15/09

B3

9,685,000

8,232,250

11.625% 7/15/10 (f)

B3

8,430,000

7,502,700

37,803,825

Computers & Office Equipment - 0.3%

Globix Corp. 12.5% 2/1/10

B-

14,995,000

5,248,250

Electronic Instruments - 0.8%

Telecommunications Techniques Co. LLC 9.75% 5/15/08

B3

15,085,000

12,973,100

Electronics - 0.9%

ChipPAC International Ltd. 12.75% 8/1/09

B3

3,040,000

2,508,000

Knowles Electronics Holdings, Inc. 13.125% 10/15/09

B3

3,500,000

3,255,000

Micron Technology, Inc. 6.5% 9/30/05 (h)

B3

10,000,000

8,200,000

Viasystems, Inc. 9.75% 6/1/07

B3

2,000,000

1,580,000

15,543,000

TOTAL TECHNOLOGY

71,568,175

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

TRANSPORTATION - 0.2%

Railroads - 0.2%

Kansas City Southern Railway Co. 9.5% 10/1/08 (f)

Ba2

$ 3,070,000

$ 3,146,750

UTILITIES - 22.3%

Cellular - 10.9%

AirGate PCS, Inc. 0% 10/1/09 (d)

Caa1

8,870,000

5,011,550

Crown Castle International Corp.:

0% 11/15/07 (d)

B3

8,025,000

6,319,688

10.75% 8/1/11

B3

6,195,000

6,442,800

Dobson Communications Corp. 10.875% 7/1/10

B3

9,805,000

9,608,900

Echostar Broadband Corp. 10.375% 10/1/07 (f)

B3

20,325,000

20,020,125

McCaw International Ltd. 0% 4/15/07 (d)

Caa1

30,735,000

18,441,000

Metrocall, Inc.:

9.75% 11/1/07

B3

4,200,000

798,000

10.375% 10/1/07

B3

11,330,000

2,152,700

11% 9/15/08

B3

2,280,000

433,200

Millicom International Cellular SA 0% 6/1/06 (d)

Caa1

34,520,000

27,098,200

Nextel Communications, Inc.:

9.375% 11/15/09

B1

14,610,000

13,514,250

12% 11/1/08

B1

2,495,000

2,619,750

Nextel International, Inc.:

0% 4/15/08 (d)

Caa1

21,475,000

10,737,500

12.75% 8/1/10 (f)

Caa1

17,525,000

14,107,625

Orbital Imaging Corp.:

11.625% 3/1/05

CCC

7,110,000

1,208,700

11.625% 3/1/05

CCC

3,680,000

625,600

Orion Network Systems, Inc.:

0% 1/15/07 (d)

B2

9,030,000

2,257,500

11.25% 1/15/07

B2

5,800,000

1,856,000

PageMart Nationwide, Inc. 15% 2/1/05

B3

23,040,000

13,824,000

ProNet, Inc. 11.875% 6/15/05

B3

1,180,000

295,000

TeleCorp PCS, Inc. 0% 4/15/09 (d)

B3

11,905,000

8,125,163

Telesystem International Wireless, Inc. yankee:

Series B, 0% 6/30/07 (d)

Caa1

20,940,000

8,585,400

0% 11/1/07 (d)

Caa1

21,630,000

6,705,300

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Cellular - continued

Tritel PCS, Inc. 0% 5/15/09 (d)

B3

$ 4,175,000

$ 2,839,000

Triton PCS, Inc. 0% 5/1/08 (d)

B3

920,000

726,800

184,353,751

Electric Utility - 1.8%

AES Corp.:

8.5% 11/1/07

Ba3

4,740,000

4,574,100

8.75% 12/15/02

Ba1

7,000,000

7,035,000

9.375% 9/15/10

Ba1

10,770,000

11,012,325

CMS Energy Corp. 9.875% 10/15/07

Ba3

7,945,000

8,262,800

30,884,225

Telephone Services - 9.6%

Allegiance Telecom, Inc. 0% 2/15/08 (d)

B3

11,359,000

7,014,183

Asia Global Crossing Ltd. 13.375% 10/15/10 (f)

B2

8,880,000

7,659,000

AXXENT, Inc. 15% 12/30/04 (h)

-

17,227,552

11,197,909

Bestel SA de CV 0% 5/15/05 (d)

-

5,075,000

2,943,500

FirstWorld Communications, Inc. 0% 4/15/08 (d)

-

41,865,000

3,767,850

Flag Telecom Holdings Ltd. 11.625% 3/30/10

B2

4,000,000

3,120,000

Global Crossing Holdings Ltd. 9.5% 11/15/09

Ba2

9,620,000

9,090,900

Hyperion Telecommunications, Inc.:

0% 4/15/03 (d)

B3

14,940,000

11,055,600

12% 11/1/07

Caa1

3,600,000

1,728,000

12.25% 9/1/04

B3

4,680,000

3,650,400

ICG Holdings, Inc.:

0% 5/1/06 (c)(d)

Ca

7,545,000

754,500

13.5% 9/15/05 (c)

Ca

21,190,000

2,330,900

ICG Services, Inc.:

0% 2/15/08 (c)(d)

Ca

22,030,000

1,762,400

0% 5/1/08 (c)(d)

Ca

2,890,000

231,200

Insight Midwest LP/Insight Capital, Inc. 10.5% 11/1/10 (f)

B1

6,395,000

6,602,838

Intermedia Communications, Inc.:

0% 7/15/07 (d)

B2

7,235,000

4,341,000

8.6% 6/1/08

B2

450,000

315,000

8.875% 11/1/07

B2

1,130,000

791,000

KMC Telecom Holdings, Inc.:

0% 2/15/08 (d)

Caa2

25,355,000

2,852,438

13.5% 5/15/09

Caa2

7,875,000

2,283,750

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Metromedia Fiber Network, Inc. 10% 11/15/08

B2

$ 16,175,000

$ 13,587,000

NEXTLINK Communications, Inc.:

0% 12/1/09 (d)

B2

10,025,000

4,060,125

10.75% 11/15/08

B3

4,450,000

3,671,250

10.75% 6/1/09

B2

6,580,000

5,428,500

Pathnet, Inc. 12.25% 4/15/08

-

20,255,000

2,025,500

Rhythms
NetConnections, Inc.:

Series B:

0% 5/15/08 (d)

Caa1

20,810,000

2,705,300

14% 2/15/10

Caa1

7,810,000

2,108,700

12.75% 4/15/09

Caa1

8,475,000

2,457,750

RSL Communications Ltd./RSL Communications PLC 12.25% 11/15/06

Caa3

6,406,000

320,300

RSL Communications PLC 9.875% 11/15/09

Caa3

6,815,000

340,750

Teligent, Inc. 11.5% 12/1/07

Caa1

12,310,000

1,600,300

WinStar
Communications, Inc.:

0% 4/15/10 (d)

B3

20,039,000

6,011,700

12.5% 4/15/08

B3

21,685,000

15,396,350

12.75% 4/15/10

B3

22,308,000

15,615,600

Worldwide Fiber, Inc. 12% 8/1/09

B3

5,780,000

4,277,200

163,098,693

TOTAL UTILITIES

378,336,669

TOTAL NONCONVERTIBLE BONDS

1,123,859,826

TOTAL CORPORATE BONDS

(Cost $1,611,694,907)

1,165,766,514

Asset-Backed Securities - 0.1%

Airplanes pass through trust 10.875% 3/15/19
(Cost $3,223,982)

Ba2

2,920,000

2,087,800

Commercial Mortgage Securities - 1.7%

Commercial Mortgage Asset Trust Series 1999-C1 Class F, 6.25% 11/17/13 (f)

Ba1

4,750,000

3,418,516

Danmall Finance, Inc.
Series 1 Class D, 13.12% 10/21/24

-

4,853,632

4,874,867

Commercial Mortgage Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

LB Multifamily Mortgage Trust Series 1991-4 Class A1, 8.375% 4/25/21 (g)

Caa1

$ 2,245,825

$ 1,796,660

Meritor Mortgage Security Corp. Series 1987-1 Class B, 9.4% 2/1/10 (f)

-

1,350,000

113,805

Mortgage Capital Funding, Inc. Series 1998-MC3 Class F, 7.3172% 11/18/31 (f)(g)

Ba1

4,500,000

3,607,031

Nationslink Funding Corp. Series 1998-2 Class F, 7.105% 8/20/30

BB

4,500,000

3,637,969

Nomura Asset Securities Corp. Series 1998-D6 Class B1, 6% 3/15/30

BB+

2,553,000

1,824,597

Nomura Depositor Trust:

floater Series 1998-ST1A Class B2, 10.8698% 1/15/03 (f)(g)

-

2,200,000

2,053,563

Series 1998-ST1A Class B1A, 9.3698% 1/15/03 (f)(g)

-

4,000,000

4,268,125

Structured Asset Securities Corp.:

Series 1994-C1 Class F, 6.87% 8/25/26

B

2,600,000

2,137,586

Series 1995-C1 Class F, 7.375% 9/25/24 (f)

-

2,000,000

1,684,141

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $27,511,704)

29,416,860

Common Stocks - 5.3%

Shares

BASIC INDUSTRIES - 0.5%

Chemicals & Plastics - 0.0%

Sterling Chemicals Holdings, Inc. warrants 8/15/08 (a)

340

680

Iron & Steel - 0.0%

AK Steel Holding Corp.

6,500

56,875

Packaging & Containers - 0.5%

Packaging Corp. of America

464,200

7,485,225

TOTAL BASIC INDUSTRIES

7,542,780

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.1%

International Utility Structures, Inc. unit (a)

2,500

1,125,000

Real Estate - 0.3%

LNR Property Corp.

248,600

5,469,200

Shares

Value (Note 1)

Real Estate Investment Trusts - 0.0%

Swerdlow Real Estate Group, Inc.:

Class A (h)

79,800

$ 1

Class B (h)

19,817

0

1

TOTAL CONSTRUCTION & REAL ESTATE

6,594,201

DURABLES - 0.3%

Textiles & Apparel - 0.3%

Arena Brands Holdings Corp. Class B (a)

48,889

1,222,225

Polymer Group, Inc.

628,300

3,377,113

4,599,338

ENERGY - 0.8%

Oil & Gas - 0.8%

Plains Resources, Inc. (a)

674,400

14,246,700

FINANCE - 0.0%

Credit & Other Finance - 0.0%

Arcadia Financial Ltd. warrants 3/15/07 (a)

498

1

Delta Financial Corp. warrants 12/31/10 (a)

14,310

143

144

Securities Industry - 0.0%

ECM Corp. LP (f)

3,000

252,000

TOTAL FINANCE

252,144

HEALTH - 0.0%

Medical Equipment & Supplies - 0.0%

Wright Medical Technology, Inc. warrants 6/30/03 (a)

3,212

0

INDUSTRIAL MACHINERY & EQUIPMENT - 0.8%

Industrial Machinery & Equipment - 0.1%

Terex Corp. (a)

90,000

1,456,875

Pollution Control - 0.7%

Allied Waste Industries, Inc. (a)

873,000

12,713,063

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

14,169,938

MEDIA & LEISURE - 1.1%

Broadcasting - 0.8%

Benedek Communications Corp. warrants 7/1/07 (a)

57,600

2,880

Citadel Communications Corp. (a)

152,400

1,828,800

CS Wireless Systems, Inc. (a)(f)

1,024

10

EchoStar Communications Corp.
Class A (a)

456,700

10,389,925

Pegasus Communications Corp. (a)

50,000

1,287,500

UIH Australia/Pacific, Inc. warrants 5/15/06 (a)

26,805

26,805

13,535,920

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Entertainment - 0.3%

Six Flags, Inc. (a)

300,000

$ 5,156,250

Lodging & Gaming - 0.0%

Harrah's Entertainment, Inc. (a)

8,600

226,825

Motels of America, Inc. (a)

3,000

36,000

262,825

TOTAL MEDIA & LEISURE

18,954,995

RETAIL & WHOLESALE - 0.6%

Apparel Stores - 0.2%

Mothers Work, Inc. (a)(e)

294,100

2,922,619

Mothers Work, Inc. (a)(h)

2,952

29,336

2,951,955

Grocery Stores - 0.4%

Pathmark Stores, Inc. (a)

440,657

7,270,841

TOTAL RETAIL & WHOLESALE

10,222,796

TECHNOLOGY - 0.6%

Computer Services & Software - 0.0%

DecisionOne Corp. (a)

16,846

168

DecisionOne Corp.:

Class A warrants 4/18/07 (a)

9,890

1

Class B warrants 4/18/07 (a)

17,041

2

Class C warrants 4/18/07 (a)

10,108

1

Vast Solutions, Inc.:

Class B1 (a)

12,160

122

Class B2 (a)

12,160

122

Class B3 (a)

12,160

122

538

Computers & Office Equipment - 0.0%

Ampex Corp. Class A (a)

9,600

3,600

Electronics - 0.6%

Fairchild Semiconductor International, Inc. Class A (a)

750,000

10,828,125

Insilco Corp. warrants 8/15/07 (a)

7,380

7

10,828,132

TOTAL TECHNOLOGY

10,832,270

UTILITIES - 0.2%

Cellular - 0.1%

Arch Wireless, Inc. (a)

256,040

160,025

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

45,930

68,895

warrants 1/15/07 (CV ratio .6) (a)

5,585

11,170

McCaw International Ltd. warrants 4/16/07 (a)(f)

42,305

423,050

WebLink Wireless, Inc. Class A (a)

273,934

941,648

1,604,788

Shares

Value (Note 1)

Telephone Services - 0.1%

AXXENT, Inc. Class B (a)

448,319

$ 352,866

Bestel SA de CV warrants 5/13/05 (a)(f)

8,075

888,250

KMC Telecom Holdings, Inc. warrants 4/15/08 (a)(f)

12,650

25,300

Pathnet, Inc. warrants 4/15/08 (a)(f)

20,255

202,550

1,468,966

TOTAL UTILITIES

3,073,754

TOTAL COMMON STOCKS

(Cost $118,180,589)

90,488,916

Preferred Stocks - 12.5%

Convertible Preferred Stocks - 0.8%

MEDIA & LEISURE - 0.0%

Broadcasting - 0.0%

Earthwatch, Inc. Series C, $0.2975 (f)

813,014

203,254

UTILITIES - 0.8%

Telephone Services - 0.8%

Global Crossing Ltd. $6.375

250,000

12,797,000

TOTAL CONVERTIBLE PREFERRED STOCKS

13,000,254

Nonconvertible Preferred Stocks - 11.7%

CONSTRUCTION & REAL ESTATE - 0.7%

Building Materials - 0.1%

International Utility Structures, Inc. $130.00 pay-in-kind (f)

921

414,450

Real Estate Investment Trusts - 0.6%

Swerdlow Real Estate Group, Inc.:

junior (h)

19,817

63,170

mezzanine (h)

79,800

1,039,804

senior (h)

79,800

9,499,254

10,602,228

TOTAL CONSTRUCTION & REAL ESTATE

11,016,678

FINANCE - 0.5%

Insurance - 0.5%

American Annuity Group Capital Trust II $88.75

8,910

8,903,924

MEDIA & LEISURE - 2.5%

Broadcasting - 2.5%

CSC Holdings, Inc.:

Series H, $11.75 pay-in-kind

200,061

21,006,405

Series M, $11.125 pay-in-kind

209,121

21,748,584

Granite Broadcasting Corp. $127.50 pay-in-kind

4,812

529,320

43,284,309

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

TECHNOLOGY - 0.0%

Computers & Office Equipment - 0.0%

Ampex Corp. 8% non-cumulative

410

$ 639,600

UTILITIES - 8.0%

Cellular - 4.3%

Nextel Communications, Inc.:

Series D, $130.00 pay-in-kind

39,538

36,770,340

Series E, $111.25 pay-in-kind

43,620

36,204,600

72,974,940

Telephone Services - 3.7%

Adelphia Business Solution, Inc. Series B, $128.75 pay-in-kind

3,183

700,260

e.spire Communications, Inc. $127.50 pay-in-kind

18,283

2,376,790

Intermedia Communications, Inc. Series B, $135.00 pay-in-kind

22,378

11,189,000

XO Communications, Inc.:

$135.00 pay-in-kind

25,905

10,362,000

$7.00 pay-in-kind

1,198,675

38,357,592

62,985,642

TOTAL UTILITIES

135,960,582

TOTAL NONCONVERTIBLE PREFERRED STOCKS

199,805,093

TOTAL PREFERRED STOCKS

(Cost $292,561,841)

212,805,347

Floating Rate Loans - 2.0%

Moody's Ratings (unaudited) (b)

Principal Amount

DURABLES - 0.2%

Textiles & Apparel - 0.2%

Synthetic Industries, Inc. term loan 17% 6/14/08 (g)

-

$ 3,600,000

2,880,000

HEALTH - 0.1%

Medical Facilities Management - 0.1%

DaVita, Inc. term loan 10.5032% 3/31/06 (g)

Ba2

2,302,790

2,282,640

INDUSTRIAL MACHINERY & EQUIPMENT - 0.8%

Pollution Control - 0.8%

Allied Waste North America, Inc.:

Tranche B term loan 9.365% 7/21/06 (g)

Ba3

6,603,304

6,273,139

Tranche C term loan 9.6896% 7/21/07 (g)

Ba3

7,923,968

7,527,770

13,800,909

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

Charter Communication Operating LLC Tranche B term loan 9.26% 3/18/08 (g)

Ba3

$ 2,500,000

$ 2,487,500

TECHNOLOGY - 0.1%

Electronic Instruments - 0.1%

Acterna LLC Tranche B term loan 9.6881% 9/30/07 (g)

-

1,984,314

1,984,314

UTILITIES - 0.6%

Cellular - 0.6%

Cook Inlet/Voicestream Operating Co. LLC Tranche B term loan 10.5% 12/31/08 (g)

B2

5,000,000

5,050,000

VoiceStream PCS Holding LLC Tranche B term loan 9.64% 2/25/09 (g)

B+

5,000,000

4,937,500

9,987,500

TOTAL FLOATING RATE LOANS

(Cost $33,976,660)

33,422,863

Cash Equivalents - 10.2%

Maturity Amount

Investments in repurchase agreements:

(U.S. Government Obligations), in a joint trading account at 3.5%, dated 12/29/00 due 1/2/01

$ 3,000,166

2,999,000

(U.S. Treasury Obligations), in a joint trading account at 6.06%, dated 12/29/00 due 1/2/01

169,993,428

169,879,000

TOTAL CASH EQUIVALENTS

(Cost $172,878,000)

172,878,000

TOTAL INVESTMENT
PORTFOLIO - 100.4%

(Cost $2,260,027,683)

1,706,866,300

NET OTHER ASSETS - (0.4)%

(7,324,640)

NET ASSETS - 100%

$ 1,699,541,660

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) Non-income producing - issuer filed for protection under the Federal Bankruptcy Code or is in default of interest payment.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Mothers Work, Inc.

$ -

$ 112,038

$ -

$ 2,922,619

(f) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $169,401,721 or 10.0%
of net assets.

(g) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

AXXENT, Inc. 15% 12/30/04

12/31/97 - 12/31/00

$ 16,695,295

Micron Technology, Inc. 6.5%
9/30/05

3/3/99 - 10/7/99

$ 7,794,500

Mothers Work, Inc.

6/18/98

$ 26,172

Swerdlow Real Estate Group, Inc.
Class A

1/15/99

$ 11,132

Swerdlow Real Estate Group, Inc.
Class B

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc.
junior

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc.
mezzanine

1/15/99

$ 78,520

Swerdlow Real Estate Group, Inc.
senior

1/15/99

$ 7,618,828

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $1,367,610,429 and $1,583,710,355.

The fund placed a portion of its portfolio transactions with brokerage
firms which are affiliates of Fidelity Management & Research Company.
The commissions paid to these affiliated firms were $18,227 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule144A issues) amounted to $30,029,474 or 1.8% of net assets.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $6,134,667. The weighted average interest rate was 6.62%. Interest earned from the interfund lending program amounted to $3,385 and is included in interest income on the Statement of Operations.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which loans were outstanding amounted to $10,243,000. The weighted average interest rate was 6.73%.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

88.2%

Canada

2.7

United Kingdom

2.5

Bermuda

2.0

Mexico

1.7

Luxembourg

1.6

Netherlands

1.1

Others (individually less than 1%)

0.2

100.0%

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

0.0%

AAA, AA, A

0.0%

Baa

0.0%

BBB

0.0%

Ba

8.0%

BB

8.9%

B

45.2%

B

49.2%

Caa

13.4%

CCC

4.8%

Ca, C

0.3%

CC, C

0.0%

D

0.4%

The percentage not rated by Moody's or S&P amounted to 3.4%. FMR has determined that unrated debt securities that are lower quality account for 3.3% of the total value of investment in securities.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $2,262,350,673. Net unrealized depreciation aggregated $555,484,373, of which $32,501,399 related to appreciated investment securities and $587,985,772 related to depreciated
investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $456,970,000 of which $78,331,000 and $378,639,000 will expire on December 31, 2007 and 2008, respectively.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Fidelity Variable Insurance Products: High Income Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at
value (including repurchase
agreements of $172,878,000)
(cost $2,260,027,683) -
See accompanying schedule

$ 1,706,866,300

Cash

81,618

Receivable for investments sold

909,291

Receivable for fund shares sold

9,259,795

Dividends receivable

1,669,497

Interest receivable

33,004,370

Other receivables

257,620

Total assets

1,752,048,491

Liabilities

Payable for investments purchased

$ 23,028,672

Payable for fund shares redeemed

28,463,937

Accrued management fee

796,357

Distribution fees payable

19,345

Other payables and
accrued expenses

198,520

Total liabilities

52,506,831

Net Assets

$ 1,699,541,660

Net Assets consist of:

Paid in capital

$ 2,419,459,983

Undistributed net investment income

308,860,512

Accumulated undistributed net realized gain (loss) on investments and foreign
currency transactions

(475,617,452)

Net unrealized appreciation (depreciation) on investments

(553,161,383)

Net Assets

$ 1,699,541,660

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,467,250,179 ÷
179,380,928 shares)

$8.18

Service Class:
Net Asset Value, offering price
and redemption price per share
($227,549,270 ÷
27,906,721 shares)

$8.15

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($4,742,211 ÷ 583,022
shares)

$8.13

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 33,803,470

Interest

221,810,581

Total income

255,614,051

Expenses

Management fee

$ 12,209,629

Transfer agent fees

1,360,229

Distribution fees

254,922

Accounting fees and expenses

579,071

Non-interested trustees' compensation

9,908

Custodian fees and expenses

64,035

Registration fees

4,288

Audit

49,611

Legal

18,749

Interest

5,745

Miscellaneous

74,925

Total expenses before reductions

14,631,112

Expense reductions

(46,930)

14,584,182

Net investment income

241,029,869

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including
realized loss of $45,477
on sales of investments in
affiliated issuers)

(394,807,789)

Foreign currency transactions

(1,885)

(394,809,674)

Change in net unrealized appreciation (depreciation)
on investment securities

(345,968,584)

Net gain (loss)

(740,778,258)

Net increase (decrease) in net assets resulting from operations

$ (499,748,389)

Other Information

Expense reductions
Directed brokerage arrangements

$ 31,769

Custodian credits

15,161

$ 46,930

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: High Income Portfolio

Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 241,029,869

$ 247,259,596

Net realized gain (loss)

(394,809,674)

(96,179,624)

Change in net unrealized appreciation (depreciation)

(345,968,584)

55,361,896

Net increase (decrease) in net assets resulting from operations

(499,748,389)

206,441,868

Distributions to shareholders
From net investment income

(160,774,241)

(232,085,602)

From net realized gain

-

(6,657,693)

In excess of net realized gain

-

(877,958)

Total distributions

(160,774,241)

(239,621,253)

Share transactions - net increase (decrease)

(151,517,210)

66,219,533

Total increase (decrease) in net assets

(812,039,840)

33,040,148

Net Assets

Beginning of period

2,511,581,500

2,478,541,352

End of period (including undistributed net investment income of $308,860,512 and $245,962,442, respectively)

$ 1,699,541,660

$ 2,511,581,500

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

68,262,740

$ 656,033,666

101,971,137

$ 1,140,554,728

Reinvested

13,813,362

144,073,366

20,936,841

226,536,621

Redeemed

(102,114,895)

(1,010,388,142)

(127,141,526)

(1,424,987,101)

Net increase (decrease)

(20,038,793)

$ (210,281,110)

(4,233,548)

$ (57,895,752)

Service Class
Sold

14,344,038

$ 139,520,383

15,936,772

$ 177,176,136

Reinvested

1,603,673

16,694,232

1,211,540

13,084,632

Redeemed

(10,538,595)

(102,893,478)

(5,904,384)

(66,145,483)

Net increase (decrease)

5,409,116

$ 53,321,137

11,243,928

$ 124,115,285

Service Class 2 A
Sold

583,490

$ 5,445,535

Reinvested

639

6,643

Redeemed

(1,107)

(9,415)

Net increase (decrease)

583,022

$ 5,442,763

Distributions

From net investment income
Initial Class

$ 144,073,366

$ 219,412,458

Service Class

16,694,232

12,673,144

Service Class 2 A

6,643

-

Total

$ 160,774,241

$ 232,085,602

From net realized gain
Initial Class

$ -

$ 6,294,147

Service Class

-

363,546

Service Class 2 A

-

-

Total

$ -

$ 6,657,693

In excess of net realized gain
Initial Class

$ -

$ 830,017

Service Class

-

47,941

Service Class 2 A

-

-

Total

$ -

$ 877,958

$ 160,774,241

$ 239,621,253

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 11.320

$ 11.530

$ 13.580

$ 12.520

$ 12.050

Income from Investment Operations

Net investment income

1.123 D

1.095 D

1.111 D

1.124 D

.927

Net realized and unrealized gain (loss)

(3.513)

(.195)

(1.591)

.936

.643

Total from investment operations

(2.390)

.900

(.480)

2.060

1.570

Less Distributions

From net investment income

(.750)

(1.075) G

(.970)

(.890)

(.920)

From net realized gain

-

(.030) G

(.600)

(.110)

(.180)

In excess of net realized gain

-

(.005) G

-

-

-

Total distributions

(.750)

(1.110)

(1.570)

(1.000)

(1.100)

Net asset value, end of period

$ 8.180

$ 11.320

$ 11.530

$ 13.580

$ 12.520

Total Return B, C

(22.54)%

8.25%

(4.33)%

17.67%

14.03%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,467,250

$ 2,257,610

$ 2,348,954

$ 2,329,516

$ 1,588,822

Ratio of expenses to average net assets

.68%

.69%

.70%

.71%

.71%

Ratio of net investment income to average net assets

11.38%

9.80%

9.14%

8.88%

9.09%

Portfolio turnover rate

68%

82%

92%

118%

123%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 11.290

$ 11.520

$ 13.570

$ 13.380

Income from Investment Operations

Net investment income D

1.102

1.074

1.082

.203

Net realized and unrealized gain (loss)

(3.502)

(.194)

(1.562)

(.013)

Total from investment operations

(2.400)

.880

(.480)

.190

Less Distributions

From net investment income

(.740)

(1.075) G

(.970)

-

From net realized gain

-

(.030) G

(.600)

-

In excess of net realized gain

-

(.005) G

-

-

Total distributions

(.740)

(1.110)

(1.570)

-

Net asset value, end of period

$ 8.150

$ 11.290

$ 11.520

$ 13.570

Total Return B, C

(22.68)%

8.08%

(4.34)%

1.42%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 227,549

$ 253,972

$ 129,587

$ 2,919

Ratio of expenses to average net assets

.78%

.79%

.82%

.81% A

Ratio of expenses to average net assets after expense reductions

.78%

.79%

.82%

.80% A, F

Ratio of net investment income to average net assets

11.28%

9.69%

9.51%

10.75% A

Portfolio turnover rate

68%

82%

92%

118%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 11.140

Income from Investment Operations

Net investment income D

.936

Net realized and unrealized gain (loss)

(3.206)

Total from investment operations

(2.270)

Less Distributions

From net investment income

(.740)

Net asset value, end of period

$ 8.130

Total Return B, C

(21.83)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,742

Ratio of expenses to average net assets

1.01% A

Ratio of net investment income to average net assets

11.04% A

Portfolio turnover rate

68%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total return would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Fidelity Variable Insurance Products: Index 500 Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of service class shares took place on July 7, 2000. Performance for service class shares reflects an asset-based distribution fee (12b-1 fee), and returns prior to July 7, 2000 are those of Initial Class and do not include the effects of Service Class 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to July 7, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity® VIP: Index 500 -
Service Class

-9.35%

17.97%

16.94%

S&P 500 ®

-9.10%

18.33%

17.30%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, August 27, 1992.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Index 500 Portfolio - Service Class on August 27, 1992, when the fund started. As the chart shows, by December 31, 2000 the value of the investment would have been $36,949 - a 269.49% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have been $37,896 - a 278.96% increase.

Investment Summary

Top Ten Stocks as of December 31, 2000

% of fund's
net assets

General Electric Co.

4.0

Exxon Mobil Corp.

2.6

Pfizer, Inc.

2.5

Cisco Systems, Inc.

2.3

Citigroup, Inc.

2.2

Wal-Mart Stores, Inc.

2.0

Microsoft Corp.

2.0

American International Group, Inc.

1.9

Merck & Co., Inc.

1.8

Intel Corp.

1.7

23.0

Top Ten Market Sectors as of December 31, 2000

% of fund's
net assets

Technology

21.9

Finance

17.4

Health

13.2

Utilities

9.7

Nondurables

6.5

Energy

6.5

Industrial Machinery & Equipment

6.0

Retail & Wholesale

5.8

Media & Leisure

3.9

Basic Industries

3.2

Annual Report

Fidelity Variable Insurance Products: Index 500 Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
James Creighton, who oversees the Index 500
Portfolio's investment
management personnel
as Managing Director for Bankers Trust, sub-adviser of the fund

Q. How did the fund perform, Jim?

A. For the 12-month period that ended December 31, 2000, the fund closely tracked the -9.10% return of the Standard & Poor's 500 Index.

Q. How would you describe the market environment during the past year?

A. It was a challenging environment, one marked by historically high levels of volatility, rapid sector rotations and dramatic style shifts. Technology stocks took center stage early in the period, leading the market's narrow advances. Investors went on a speculative binge in the pursuit of growth, snapping up shares of those companies expected to fuel the new economy. However, the tech bubble burst entering the spring, as the threat of higher interest rates and a sudden loss of confidence in valuation levels sent investors fleeing for stability elsewhere in the market. Given its one-third weighting in technology at the time, the S&P 500 lost more than 11% of its value just weeks after reaching its all-time high on March 27. Bargain hunting buoyed tech stocks in late May and June, as investors - sensing a slowing economy and possibly an end to the Federal Reserve Board's yearlong tightening cycle - began to ease their way back into the market. Earnings worries related to a decelerating economy, however, tempered optimism surrounding rates and spawned confusion and persistent volatility during the summer months. With the Fed choosing not to raise rates in August, stocks staged a "relief rally," lifting the S&P 500 to within points of its record high. However, it was all downhill from there.

Q. What changed the tone in the market?

A. Historically high energy prices and a deeply depressed European currency combined to further dampen the economy and cast a pall over growth stocks. One by one, companies from every industry in the tech sector were belted for failing to meet the Street's earnings forecasts, proving that even tech stocks were not immune to slowdowns and interest-rate cycles. If economic uncertainty wasn't enough reason to keep investors on the sidelines, political uncertainty surrounding an unresolved presidential election further intensified the pessimism that pervaded the market during the fall. Value stocks gained market leadership, as investors poured into economically sensitive cyclical and defensive stocks. The top-performing sectors during the period reflect this style rotation, with health care, finance and energy all posting double-digit returns. However, that wasn't enough to overcome the downturn in the technology sector and prevent the index from posting its first down year in a decade.

Q. Along with technology, which areas of the market suffered the most?

A. First, let me illustrate just how bad it was for big-cap tech stocks during the period. In sharp contrast to 1999, when seven out of the top-10 contributors in the S&P were tech names, there were zero in 2000. In fact, there were only three in the index's top 50 - EMC, Nortel and Oracle. Conversely, there were plenty on the bottom of the list, namely Microsoft, Lucent, Cisco and America Online. Also bringing up the rear were traditional telephone utilities, such as AT&T and WorldCom, which suffered from pricing pressures and increased competition in the consumer long-distance market. A slowdown in advertising spending, among other things, weighed on media stocks, while moderating consumer spending plagued retailing issues.

Q. What drove the market's top sectors during the period?

A. The health sector shined, thanks to the strength of big drug stocks such as Merck, Pfizer and Eli Lilly, which benefited from industry consolidation, strong product pipelines and favorable legislation. In finance, it was the companies involved in higher-growth businesses that performed the best. Insurance stocks, including American International Group, and diversified financials, such as Citigroup, led the way during the period. Finally, energy stocks, particularly the services companies, benefited from a favorable global supply/demand picture.

Q. What's your outlook?

A. Recent economic data suggests that the economy may be slowing more than the Fed originally intended, which leads me to believe that interest-rate cuts could be on the horizon. Although generally positive for stocks, rate cuts usually take six to nine months to take effect in the economy. The prospect of lower rates, declining energy costs and higher stock prices should ultimately cause a gradual re-acceleration in both consumer and capital spending. However, until then, corporations may continue to disappoint on the earnings front, which could keep the markets off balance.

The views expressed in this report reflect those of Bankers Trust only through the end of the period of the report as stated on the cover. Any such views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide returns that correspond to those of the S&P 500 index

Start date: August 27, 1992

Size: as of December 31, 2000, more than $4.1 billion

Manager: Bankers Trust, since 1997

3

Annual Report

Fidelity Variable Insurance Products: Index 500 Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 99.4%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.8%

Aerospace & Defense - 1.6%

BFGoodrich Co.

38,200

$ 1,389,525

Boeing Co.

320,068

21,124,488

Honeywell International, Inc.

320,625

15,169,570

ITT Industries, Inc.

32,900

1,274,875

Lockheed Martin Corp.

145,486

4,939,250

Northrop Grumman Corp.

24,100

2,000,300

Rockwell International Corp.

65,700

3,128,963

Textron, Inc.

51,600

2,399,400

United Technologies Corp.

164,700

12,949,538

64,375,909

Defense Electronics - 0.1%

Raytheon Co. Class B

117,200

3,640,525

Ship Building & Repair - 0.1%

General Dynamics Corp.

69,600

5,428,800

TOTAL AEROSPACE & DEFENSE

73,445,234

BASIC INDUSTRIES - 3.2%

Chemicals & Plastics - 1.9%

Air Products & Chemicals, Inc.

80,200

3,288,200

Ashland, Inc.

24,800

890,072

Avery Dennison Corp.

39,100

2,145,613

Dow Chemical Co.

237,400

8,694,775

E.I. du Pont de Nemours and Co.

365,879

17,676,529

Eastman Chemical Co.

27,275

1,329,656

Engelhard Corp.

44,800

912,800

FMC Corp. (a)

10,700

767,056

Great Lakes Chemical Corp.

20,000

743,750

Hercules, Inc.

37,700

718,656

Newell Rubbermaid, Inc.

97,793

2,224,791

Pharmacia Corp.

452,523

27,603,903

PPG Industries, Inc.

60,800

2,815,800

Praxair, Inc.

55,300

2,453,938

Rohm & Haas Co.

76,136

2,764,689

Sealed Air Corp. (a)

29,360

895,480

Union Carbide Corp.

47,200

2,539,950

78,465,658

Iron & Steel - 0.1%

Allegheny Technologies, Inc.

31,992

507,873

Crane Co.

22,500

639,844

Nucor Corp.

32,400

1,285,875

USX - U.S. Steel Group

33,000

594,000

Worthington Industries, Inc.

30,150

243,084

3,270,676

Metals & Mining - 0.4%

Alcan Aluminium Ltd.

119,243

4,084,264

Alcoa, Inc.

299,004

10,016,634

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

55,200

472,650

Shares

Value (Note 1)

Inco Ltd. (a)

64,436

$ 1,078,804

Phelps Dodge Corp.

28,857

1,610,581

17,262,933

Packaging & Containers - 0.0%

Ball Corp.

9,930

457,401

Bemis Co., Inc.

15,300

513,506

Tupperware Corp.

19,400

396,488

1,367,395

Paper & Forest Products - 0.8%

Boise Cascade Corp.

19,200

645,600

Georgia-Pacific Group

80,138

2,494,295

International Paper Co.

169,036

6,898,782

Kimberly-Clark Corp.

183,932

13,002,153

Louisiana-Pacific Corp.

40,600

411,075

Mead Corp.

35,100

1,101,263

Pactiv Corp. (a)

65,100

805,613

Potlatch Corp.

11,200

375,900

Temple-Inland, Inc.

19,400

1,040,325

Westvaco Corp.

31,050

906,272

Weyerhaeuser Co.

80,600

4,090,450

Willamette Industries, Inc.

36,000

1,689,750

33,461,478

TOTAL BASIC INDUSTRIES

133,828,140

CONSTRUCTION & REAL ESTATE - 0.3%

Building Materials - 0.2%

Fortune Brands, Inc.

56,800

1,704,000

Masco Corp.

154,900

3,978,994

Sherwin-Williams Co.

57,800

1,520,863

Vulcan Materials Co.

35,300

1,689,988

8,893,845

Construction - 0.1%

Centex Corp.

20,600

773,788

Kaufman & Broad Home Corp.

16,400

552,475

Massey Energy Corp.

3,930

50,108

Pulte Corp.

14,900

628,594

2,004,965

TOTAL CONSTRUCTION & REAL ESTATE

10,898,810

DURABLES - 1.8%

Autos, Tires, & Accessories - 1.1%

AutoZone, Inc. (a)

48,250

1,375,125

Cooper Tire & Rubber Co.

28,100

298,563

Cummins Engine Co., Inc.

15,800

599,413

Dana Corp.

57,966

887,604

Danaher Corp.

49,300

3,370,888

Delphi Automotive Systems Corp.

197,835

2,225,644

Eaton Corp.

25,300

1,902,244

Ford Motor Co.

649,234

15,216,422

General Motors Corp.

195,078

9,936,786

Common Stocks - continued

Shares

Value (Note 1)

DURABLES - continued

Autos, Tires, & Accessories - continued

Genuine Parts Co.

61,750

$ 1,617,078

Goodyear Tire & Rubber Co.

54,800

1,259,852

Johnson Controls, Inc.

29,400

1,528,800

Navistar International Corp. (a)

22,770

596,289

PACCAR, Inc.

27,890

1,373,583

TRW, Inc.

42,100

1,631,375

Visteon Corp.

54,894

631,281

44,450,947

Consumer Durables - 0.4%

Minnesota Mining & Manufacturing Co.

138,400

16,677,200

Snap-On, Inc.

20,300

565,863

17,243,063

Consumer Electronics - 0.1%

Black & Decker Corp.

30,300

1,189,275

Maytag Corp.

30,700

991,994

Whirlpool Corp.

23,600

1,125,425

3,306,694

Home Furnishings - 0.0%

Leggett & Platt, Inc.

68,500

1,297,219

Textiles & Apparel - 0.2%

Liz Claiborne, Inc.

21,900

911,588

NIKE, Inc. Class B

98,200

5,480,788

Reebok International Ltd. (a)

19,800

541,332

VF Corp.

41,300

1,496,712

8,430,420

TOTAL DURABLES

74,728,343

ENERGY - 6.5%

Energy Services - 0.8%

Baker Hughes, Inc.

114,630

4,764,309

Halliburton Co.

156,500

5,673,125

McDermott International, Inc.

19,200

206,400

Nabors Industries, Inc. (a)

50,517

2,988,081

Rowan Companies, Inc. (a)

31,800

858,600

Schlumberger Ltd. (NY Shares)

200,100

15,995,494

Transocean Sedco Forex, Inc.

73,006

3,358,276

33,844,285

Oil & Gas - 5.7%

Amerada Hess Corp.

32,100

2,345,306

Anadarko Petroleum Corp.

86,219

6,128,447

Apache Corp.

42,200

2,956,638

Burlington Resources, Inc.

75,657

3,820,679

Chevron Corp.

224,700

18,973,106

Conoco, Inc. Class B

217,031

6,280,335

Devon Energy Corp.

43,800

2,670,486

EOG Resources, Inc.

43,100

2,357,031

Exxon Mobil Corp.

1,221,433

106,188,332

Kerr-McGee Corp.

32,394

2,168,373

Shares

Value (Note 1)

Occidental Petroleum Corp.

127,900

$ 3,101,575

Phillips Petroleum Co.

88,600

5,039,125

Royal Dutch Petroleum Co. (NY Shares)

752,375

45,565,711

Sunoco, Inc.

31,200

1,051,050

Texaco, Inc.

191,900

11,921,788

The Coastal Corp.

74,400

6,570,450

Tosco Corp.

51,300

1,740,994

Unocal Corp.

84,250

3,259,422

USX - Marathon Group

107,700

2,988,675

235,127,523

TOTAL ENERGY

268,971,808

FINANCE - 17.4%

Banks - 5.9%

AmSouth Bancorp.

133,400

2,034,350

Bank of America Corp.

577,640

26,499,235

Bank of New York Co., Inc.

270,100

14,906,144

Bank One Corp.

401,499

14,704,901

BB&T Corp.

137,200

5,119,275

Capital One Financial Corp.

69,400

4,567,388

Chase Manhattan Corp.

455,269

20,686,285

Comerica, Inc.

54,700

3,247,813

Fifth Third Bancorp

160,987

9,618,973

First Union Corp.

342,745

9,532,595

Firstar Corp.

340,442

7,915,277

FleetBoston Financial Corp.

313,083

11,760,180

Huntington Bancshares, Inc.

85,814

1,389,114

J.P. Morgan & Co., Inc.

58,600

9,698,300

KeyCorp

156,014

4,368,392

Mellon Financial Corp.

170,200

8,371,713

National City Corp.

214,642

6,170,958

Northern Trust Corp.

77,400

6,312,938

PNC Financial Services Group, Inc.

102,400

7,481,600

Regions Financial Corp.

74,000

2,021,125

SouthTrust Corp.

59,000

2,400,563

State Street Corp.

55,700

6,918,497

Summit Bancorp

61,300

2,340,894

SunTrust Banks, Inc.

104,800

6,602,400

Synovus Finanical Corp.

95,600

2,575,225

U.S. Bancorp

281,851

8,226,526

Union Planters Corp.

47,400

1,694,550

Wachovia Corp.

70,700

4,109,438

Wells Fargo & Co.

594,300

33,095,081

244,369,730

Credit & Other Finance - 3.6%

American Express Co.

478,037

26,262,158

CIT Group, Inc. Class A

88,800

1,787,100

Citigroup, Inc.

1,766,881

90,221,361

Countrywide Credit Industries, Inc.

39,200

1,969,800

Household International, Inc.

164,182

9,030,010

MBNA Corp.

295,311

10,908,050

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Credit & Other Finance - continued

Old Kent Financial Corp.

44,975

$ 1,967,656

Providian Financial Corp.

99,600

5,727,000

147,873,135

Federal Sponsored Credit - 1.2%

Fannie Mae

352,900

30,614,075

Freddie Mac

241,900

16,660,863

USA Education, Inc.

55,700

3,787,600

51,062,538

Insurance - 4.4%

Aetna, Inc. (a)

49,500

2,032,594

AFLAC, Inc.

92,200

6,655,688

Allstate Corp.

258,042

11,240,955

AMBAC Financial Group, Inc.

37,050

2,160,478

American General Corp.

85,652

6,980,638

American International Group, Inc.

812,768

80,108,446

Aon Corp.

102,325

3,504,631

CIGNA Corp.

55,200

7,302,960

Cincinnati Financial Corp.

55,900

2,211,544

Conseco, Inc.

113,216

1,493,036

Hartford Financial Services Group, Inc.

78,300

5,529,938

Jefferson-Pilot Corp.

36,800

2,750,800

Lincoln National Corp.

67,800

3,207,788

Loews Corp.

36,300

3,759,319

Marsh & McLennan Companies, Inc.

94,150

11,015,550

MBIA, Inc.

33,700

2,498,013

MetLife, Inc.

270,600

9,471,000

MGIC Investment Corp.

36,800

2,481,700

Progressive Corp.

24,700

2,559,538

SAFECO Corp.

45,800

1,505,675

The Chubb Corp.

63,400

5,484,100

The St. Paul Companies, Inc.

73,392

3,986,103

Torchmark Corp.

45,500

1,748,906

UnumProvident Corp.

83,138

2,234,334

181,923,734

Savings & Loans - 0.4%

Charter One Financial, Inc.

76,335

2,204,173

Golden West Financial Corp.

56,400

3,807,000

Washington Mutual, Inc.

189,762

10,069,246

16,080,419

Securities Industry - 1.9%

Bear Stearns Companies, Inc.

39,297

1,991,867

Charles Schwab Corp.

480,500

13,634,188

Franklin Resources, Inc.

86,100

3,280,410

Lehman Brothers Holdings, Inc.

83,900

5,673,738

Merrill Lynch & Co., Inc.

279,700

19,072,044

Morgan Stanley Dean Witter & Co.

396,612

31,431,501

Shares

Value (Note 1)

Stilwell Financial, Inc.

77,200

$ 3,044,575

T. Rowe Price Group, Inc. (a)

41,400

1,749,797

79,878,120

TOTAL FINANCE

721,187,676

HEALTH - 13.2%

Drugs & Pharmaceuticals - 9.1%

Allergan, Inc.

45,900

4,443,694

ALZA Corp. (a)

82,200

3,493,500

American Home Products Corp.

458,400

29,131,320

Amgen, Inc. (a)

361,800

23,132,588

Bausch & Lomb, Inc.

18,600

752,138

Biogen, Inc. (a)

52,500

3,153,281

Bristol-Myers Squibb Co.

685,300

50,669,369

Chiron Corp. (a)

64,200

2,856,900

Eli Lilly & Co.

394,692

36,731,024

Forest Laboratories, Inc. (a)

30,500

4,052,688

King Pharmaceuticals, Inc. (a)

57,024

2,947,428

Medimmune, Inc. (a)

72,600

3,462,112

Merck & Co., Inc.

815,300

76,332,463

Pfizer, Inc.

2,225,725

102,383,350

Quintiles Transnational Corp. (a)

41,400

866,813

Schering-Plough Corp.

511,600

29,033,300

Sigma-Aldrich Corp.

28,300

1,112,544

Watson Pharmaceuticals, Inc. (a)

35,100

1,796,681

376,351,193

Medical Equipment & Supplies - 3.5%

Abbott Laboratories

541,400

26,224,063

Baxter International, Inc.

102,100

9,016,706

Becton, Dickinson & Co.

87,500

3,029,688

Biomet, Inc.

60,400

2,397,125

Boston Scientific Corp. (a)

145,000

1,984,688

C.R. Bard, Inc.

18,100

842,781

Cardinal Health, Inc.

97,950

9,758,269

Guidant Corp. (a)

107,000

5,771,313

Johnson & Johnson

492,300

51,722,269

McKesson HBOC, Inc.

98,048

3,518,943

Medtronic, Inc.

426,400

25,743,900

Millipore Corp.

15,500

976,500

St. Jude Medical, Inc. (a)

28,229

1,734,319

Stryker Corp.

69,000

3,490,710

146,211,274

Medical Facilities Management - 0.6%

HCA - The Healthcare Co.

195,112

8,586,879

HEALTHSOUTH Corp. (a)

133,800

2,182,613

Humana, Inc. (a)

56,100

855,525

Manor Care, Inc. (a)

35,800

738,375

Tenet Healthcare Corp.

108,400

4,817,025

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Facilities Management - continued

UnitedHealth Group, Inc.

112,600

$ 6,910,825

Wellpoint Health Networks, Inc. (a)

22,100

2,547,025

26,638,267

TOTAL HEALTH

549,200,734

INDUSTRIAL MACHINERY & EQUIPMENT - 6.0%

Electrical Equipment - 4.4%

American Power Conversion Corp. (a)

70,000

866,250

Avaya, Inc. (a)

96,808

998,332

Emerson Electric Co.

149,800

11,806,113

General Electric Co.

3,441,379

164,971,055

Scientific-Atlanta, Inc.

55,500

1,807,219

Thomas & Betts Corp.

23,100

373,931

W.W. Grainger, Inc.

32,100

1,171,650

181,994,550

Industrial Machinery & Equipment - 1.4%

Briggs & Stratton Corp.

8,000

355,000

Caterpillar, Inc.

123,100

5,824,169

Cooper Industries, Inc.

33,746

1,550,207

Deere & Co.

82,100

3,761,206

Dover Corp.

72,100

2,924,556

Illinois Tool Works, Inc.

104,100

6,200,456

Ingersoll-Rand Co.

56,700

2,374,313

Pall Corp.

43,100

918,569

Parker-Hannifin Corp.

38,925

1,717,566

The Stanley Works

31,100

969,931

Timken Co.

20,984

317,383

Tyco International Ltd.

613,363

34,041,647

60,955,003

Pollution Control - 0.2%

Allied Waste Industries, Inc. (a)

59,800

870,838

Waste Management, Inc.

224,609

6,232,900

7,103,738

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

250,053,291

MEDIA & LEISURE - 3.9%

Broadcasting - 1.2%

Clear Channel Communications, Inc. (a)

204,442

9,902,659

Comcast Corp. Class A (special) (a)

322,200

13,451,850

Time Warner, Inc.

468,140

24,455,634

47,810,143

Entertainment - 1.3%

Carnival Corp.

214,000

6,593,875

Viacom, Inc. Class B (non-vtg.) (a)

529,793

24,767,823

Walt Disney Co.

719,200

20,811,850

52,173,548

Leisure Durables & Toys - 0.2%

Brunswick Corp.

31,600

519,425

Shares

Value (Note 1)

Harley-Davidson, Inc.

105,000

$ 4,173,750

Hasbro, Inc.

61,904

657,730

Mattel, Inc.

145,776

2,105,005

7,455,910

Lodging & Gaming - 0.2%

Harrah's Entertainment, Inc. (a)

36,700

967,963

Hilton Hotels Corp.

127,800

1,341,900

Marriott International, Inc. Class A

86,100

3,637,725

Starwood Hotels & Resorts
Worldwide, Inc. unit

64,668

2,279,547

8,227,135

Publishing - 0.5%

American Greetings Corp. Class A

24,300

229,331

Dow Jones & Co., Inc.

27,500

1,557,188

Gannett Co., Inc.

92,400

5,826,975

Harcourt General, Inc.

20,800

1,189,760

Knight-Ridder, Inc.

30,000

1,706,250

McGraw-Hill Companies, Inc.

68,700

4,027,538

Meredith Corp.

17,800

572,938

The New York Times Co. Class A

60,600

2,427,788

Tribune Co.

108,250

4,573,563

22,111,331

Restaurants - 0.5%

Darden Restaurants, Inc.

46,900

1,072,838

McDonald's Corp.

463,000

15,742,000

Starbucks Corp. (a)

63,500

2,809,875

Tricon Global Restaurants, Inc. (a)

54,610

1,802,130

Wendy's International, Inc.

42,700

1,120,875

22,547,718

TOTAL MEDIA & LEISURE

160,325,785

NONDURABLES - 6.5%

Beverages - 1.7%

Adolph Coors Co. Class B

12,200

979,813

Anheuser-Busch Companies, Inc.

315,100

14,337,050

Brown-Forman Corp. Class B (non-vtg.)

22,800

1,516,200

Coca-Cola Enterprises, Inc.

147,700

2,806,300

The Coca-Cola Co.

875,100

53,326,406

72,965,769

Foods - 1.9%

Archer-Daniels-Midland Co.

218,954

3,284,310

Campbell Soup Co.

148,300

5,134,888

ConAgra Foods, Inc.

178,500

4,641,000

General Mills, Inc.

105,500

4,701,344

H.J. Heinz Co.

124,150

5,889,366

Hershey Foods Corp.

47,000

3,025,625

Kellogg Co.

139,500

3,661,875

PepsiCo, Inc.

501,300

24,845,681

Quaker Oats Co.

47,100

4,586,363

Ralston Purina Co.

105,200

2,748,350

Sara Lee Corp.

293,500

7,209,094

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Foods - continued

Sysco Corp.

230,800

$ 6,924,000

Wm. Wrigley Jr. Co.

40,700

3,899,569

80,551,465

Household Products - 2.0%

Avon Products, Inc.

83,900

4,016,713

Clorox Co.

81,300

2,886,150

Colgate-Palmolive Co.

201,900

13,032,645

Gillette Co.

366,100

13,225,363

International Flavors & Fragrances, Inc.

36,300

737,344

Procter & Gamble Co.

460,500

36,120,469

Unilever NV (NY Shares)

198,852

12,515,248

82,533,932

Tobacco - 0.9%

Philip Morris Companies, Inc.

779,500

34,298,000

UST, Inc.

59,300

1,664,106

35,962,106

TOTAL NONDURABLES

272,013,272

PRECIOUS METALS - 0.1%

Barrick Gold Corp.

137,000

2,248,913

Homestake Mining Co.

85,500

358,031

Newmont Mining Corp.

58,465

997,559

Placer Dome, Inc.

113,600

1,094,931

TOTAL PRECIOUS METALS

4,699,434

RETAIL & WHOLESALE - 5.8%

Apparel Stores - 0.3%

Gap, Inc.

295,275

7,529,513

The Limited, Inc.

149,780

2,555,621

TJX Companies, Inc.

108,100

2,999,775

13,084,909

Drug Stores - 0.5%

CVS Corp.

136,200

8,163,488

Longs Drug Stores Corp.

13,100

316,038

Walgreen Co.

353,900

14,797,444

23,276,970

General Merchandise Stores - 3.0%

Consolidated Stores Corp. (a)

36,800

391,000

Costco Wholesale Corp. (a)

154,878

6,185,440

Dillards, Inc. Class A

34,900

412,256

Dollar General Corp.

110,816

2,091,652

Federated Department Stores, Inc. (a)

70,800

2,478,000

JCPenney Co., Inc.

88,600

963,525

Kmart Corp. (a)

165,800

880,813

Kohls Corp. (a)

113,800

6,941,800

Nordstrom, Inc.

47,500

863,906

Sears, Roebuck & Co.

122,100

4,242,975

Target Corp.

312,000

10,062,000

Shares

Value (Note 1)

The May Department Stores Co.

116,700

$ 3,821,925

Wal-Mart Stores, Inc.

1,578,700

83,868,438

123,203,730

Grocery Stores - 0.6%

Albertson's, Inc.

148,981

3,947,997

Kroger Co. (a)

292,000

7,902,250

Safeway, Inc. (a)

172,000

10,750,000

SUPERVALU, Inc.

44,100

611,888

Winn-Dixie Stores, Inc.

49,700

962,938

24,175,073

Retail & Wholesale, Miscellaneous - 1.4%

Alberto-Culver Co. Class B

18,500

792,031

Bed Bath & Beyond, Inc. (a)

95,800

2,143,525

Best Buy Co., Inc. (a)

70,800

2,093,025

Circuit City Stores, Inc. -
Circuit City Group

70,800

814,200

Home Depot, Inc.

814,050

37,191,909

Lowe's Companies, Inc.

132,700

5,905,150

Office Depot, Inc. (a)

115,000

819,375

RadioShack Corp.

66,500

2,847,031

Staples, Inc. (a)

163,350

1,929,572

Tiffany & Co., Inc.

48,600

1,536,975

Toys 'R' Us, Inc. (a)

83,900

1,400,081

57,472,874

TOTAL RETAIL & WHOLESALE

241,213,556

SERVICES - 0.6%

Advertising - 0.2%

Interpublic Group of Companies, Inc.

107,800

4,588,238

Omnicom Group, Inc.

62,200

5,154,825

9,743,063

Leasing & Rental - 0.0%

Ryder System, Inc.

26,600

442,225

Printing - 0.1%

Deluxe Corp.

26,800

677,236

R.R. Donnelley & Sons Co.

45,500

1,228,500

1,905,736

Services - 0.3%

Cendant Corp. (a)

241,541

2,324,832

Convergys Corp. (a)

54,100

2,451,406

Ecolab, Inc.

45,100

1,947,756

Fluor Corp. (a)

26,200

866,238

H&R Block, Inc.

35,200

1,456,400

Moody's Corp.

57,100

1,466,756

National Service Industries, Inc.

14,100

362,194

Robert Half International, Inc. (a)

63,400

1,680,100

12,555,682

TOTAL SERVICES

24,646,706

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - 21.9%

Communications Equipment - 4.5%

ADC Telecommunications, Inc. (a)

268,100

$ 4,859,313

Andrew Corp. (a)

30,812

670,161

Cabletron Systems, Inc. (a)

63,000

948,938

Cisco Systems, Inc. (a)

2,527,800

96,688,350

Comverse Technology, Inc. (a)

57,200

6,213,350

Corning, Inc.

326,500

17,243,281

Lucent Technologies, Inc.

1,178,806

15,913,881

Nortel Networks Corp.

1,090,880

34,976,340

Tellabs, Inc. (a)

143,200

8,090,800

185,604,414

Computer Services & Software - 6.5%

Adobe Systems, Inc.

86,800

5,050,675

America Online, Inc. (a)

824,200

28,682,160

Autodesk, Inc.

21,000

565,688

Automatic Data Processing, Inc.

220,900

13,985,731

BMC Software, Inc. (a)

84,600

1,184,400

BroadVision, Inc. (a)

98,500

1,163,531

Ceridian Corp. (a)

51,200

1,020,800

Citrix Systems, Inc. (a)

62,700

1,410,750

Computer Associates International, Inc.

202,512

3,948,984

Computer Sciences Corp. (a)

58,900

3,541,363

Compuware Corp. (a)

124,900

780,625

Electronic Data Systems Corp.

163,300

9,430,575

Equifax, Inc.

48,400

1,388,475

First Data Corp.

145,200

7,650,225

IMS Health, Inc.

106,700

2,880,900

Intuit, Inc. (a)

72,000

2,839,500

Mercury Interactive Corp. (a)

27,800

2,508,950

Microsoft Corp. (a)

1,873,100

81,245,713

NCR Corp. (a)

33,700

1,655,513

Novell, Inc. (a)

115,300

601,722

Oracle Corp. (a)

1,968,600

57,212,438

Parametric Technology Corp. (a)

93,900

1,261,781

Paychex, Inc.

130,225

6,332,191

PeopleSoft, Inc. (a)

98,800

3,674,125

Sabre Holdings Corp. Class A

48,864

2,107,260

Sapient Corp. (a)

39,600

472,725

Siebel Systems, Inc. (a)

151,400

10,238,425

Unisys Corp. (a)

108,100

1,580,963

VERITAS Software Corp. (a)

137,000

11,987,500

Yahoo!, Inc. (a)

192,400

5,784,025

272,187,713

Computers & Office Equipment - 5.0%

Adaptec, Inc. (a)

35,700

365,925

Apple Computer, Inc. (a)

118,700

1,765,663

Compaq Computer Corp.

600,662

9,039,963

Dell Computer Corp. (a)

904,600

15,773,963

EMC Corp. (a)

768,350

51,095,275

Gateway, Inc. (a)

111,800

2,011,282

Shares

Value (Note 1)

Hewlett-Packard Co.

695,800

$ 21,961,188

International Business Machines Corp.

616,000

52,360,000

Lexmark International, Inc. Class A (a)

44,600

1,976,338

Network Appliance, Inc. (a)

109,700

7,041,369

Palm, Inc.

202,475

5,732,573

Pitney Bowes, Inc.

92,500

3,064,063

Sun Microsystems, Inc. (a)

1,128,700

31,462,513

Symbol Technologies, Inc.

51,700

1,861,200

Xerox Corp.

231,800

1,072,075

206,583,390

Electronic Instruments - 0.9%

Agilent Technologies, Inc. (a)

158,020

8,651,595

Applera Corp. -
Applied Biosystems Group

72,500

6,819,531

Applied Materials, Inc. (a)

284,200

10,852,888

KLA-Tencor Corp. (a)

64,200

2,162,738

Novellus Systems, Inc. (a)

45,601

1,638,786

PerkinElmer, Inc.

17,100

1,795,500

Tektronix, Inc.

32,700

1,101,581

Teradyne, Inc. (a)

60,200

2,242,450

Thermo Electron Corp. (a)

61,000

1,814,750

37,079,819

Electronics - 4.9%

Advanced Micro Devices, Inc. (a)

111,600

1,541,475

Altera Corp. (a)

141,400

3,720,588

Analog Devices, Inc. (a)

125,000

6,398,438

Applied Micro Circuits Corp. (a)

104,300

7,827,389

Broadcom Corp. Class A (a)

82,400

6,921,600

Conexant Systems, Inc. (a)

79,400

1,220,775

Intel Corp.

2,364,400

71,079,775

JDS Uniphase Corp. (a)

337,391

14,064,987

Linear Technology Corp.

114,900

5,314,125

LSI Logic Corp. (a)

110,500

1,888,445

Maxim Integrated Products, Inc. (a)

99,200

4,743,000

Micron Technology, Inc. (a)

198,400

7,043,200

Molex, Inc.

69,300

2,460,150

Motorola, Inc.

764,315

15,477,379

National Semiconductor Corp. (a)

61,800

1,243,725

Power-One, Inc. (a)

26,600

1,045,713

QLogic Corp. (a)

31,800

2,448,600

Sanmina Corp. (a)

52,600

4,030,475

Solectron Corp. (a)

221,361

7,504,138

Texas Instruments, Inc.

607,298

28,770,743

Vitesse Semiconductor Corp. (a)

63,400

3,506,813

Xilinx, Inc. (a)

115,000

5,304,375

203,555,908

Photographic Equipment - 0.1%

Eastman Kodak Co.

109,400

4,307,625

TOTAL TECHNOLOGY

909,318,869

Common Stocks - continued

Shares

Value (Note 1)

TRANSPORTATION - 0.7%

Air Transportation - 0.3%

AMR Corp.

51,300

$ 2,010,319

Delta Air Lines, Inc.

44,700

2,243,381

Southwest Airlines Co.

183,475

6,151,917

US Airways Group, Inc. (a)

24,800

1,005,950

11,411,567

Railroads - 0.3%

Burlington Northern Santa Fe Corp.

148,454

4,203,104

CSX Corp.

75,738

1,964,454

Norfolk Southern Corp.

128,400

1,709,325

Union Pacific Corp.

86,100

4,369,575

12,246,458

Trucking & Freight - 0.1%

FedEx Corp. (a)

101,240

4,045,550

TOTAL TRANSPORTATION

27,703,575

UTILITIES - 9.7%

Cellular - 1.0%

ALLTEL Corp.

111,200

6,943,050

Nextel Communications, Inc. Class A (a)

267,500

6,620,625

QUALCOMM, Inc. (a)

262,000

21,533,125

Sprint Corp. - PCS Group Series 1 (a)

325,700

6,656,494

41,753,294

Electric Utility - 2.6%

AES Corp. (a)

165,900

9,186,713

Allegheny Energy, Inc.

38,900

1,874,494

Ameren Corp.

45,800

2,121,113

American Electric Power Co., Inc.

112,937

5,251,571

Calpine Corp. (a)

92,418

4,164,586

Cinergy Corp.

52,813

1,855,057

CMS Energy Corp.

43,622

1,382,272

Consolidated Edison, Inc.

78,700

3,029,950

Constellation Energy Corp.

50,300

2,266,644

Dominion Resources, Inc.

83,057

5,564,819

DTE Energy Co.

52,900

2,059,794

Duke Energy Corp.

130,507

11,125,722

Edison International

115,200

1,800,000

Entergy Corp.

79,700

3,372,306

Exelon Corp.

112,700

7,912,667

FirstEnergy Corp.

76,700

2,420,844

FPL Group, Inc.

62,800

4,505,900

GPU, Inc.

39,900

1,468,819

Niagara Mohawk Holdings, Inc. (a)

62,600

1,044,638

NiSource, Inc.

78,247

2,406,095

PG&E Corp.

133,500

2,670,000

Shares

Value (Note 1)

Pinnacle West Capital Corp.

30,000

$ 1,428,750

PPL Corp.

48,540

2,193,401

Progress Energy, Inc.

97,574

4,799,421

Progress Energy, Inc. warrants 12/31/07 (a)

34,400

15,480

Public Service Enterprise Group, Inc.

75,400

3,666,325

Reliant Energy, Inc.

100,722

4,362,522

Southern Co.

224,800

7,474,600

TXU Corp.

91,300

4,045,731

XCEL Energy, Inc.

115,305

3,351,052

108,821,286

Gas - 1.2%

Dynegy, Inc. Class A

111,419

6,246,428

El Paso Energy Corp.

80,500

5,765,813

Enron Corp.

265,700

22,086,313

KeySpan Corp.

45,100

1,911,113

Kinder Morgan, Inc.

40,400

2,108,375

NICOR, Inc.

16,300

703,956

ONEOK, Inc.

10,706

515,226

Peoples Energy Corp.

12,300

550,425

Sempra Energy

69,641

1,619,153

Williams Companies, Inc.

153,600

6,134,400

47,641,202

Telephone Services - 4.9%

AT&T Corp.

1,310,148

22,681,937

BellSouth Corp.

653,600

26,756,750

CenturyTel, Inc.

48,500

1,733,875

Global Crossing Ltd. (a)

318,025

4,551,733

Qwest Communications International, Inc. (a)

588,160

24,114,560

SBC Communications, Inc.

1,200,070

57,303,343

Sprint Corp. - FON Group

307,400

6,244,063

Verizon Communications

944,234

47,329,729

WorldCom, Inc. (a)

1,001,755

14,087,180

204,803,170

TOTAL UTILITIES

403,018,952

TOTAL COMMON STOCKS

(Cost $2,774,784,431)

4,125,254,185

Convertible Preferred Stocks - 0.0%

UTILITIES - 0.0%

Electric Utility - 0.0%

NiSource, Inc. $2.60 SAILS (a)
(Cost $34,434)

17,218

47,350

U.S. Treasury Obligations - 0.6%

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

U.S. Treasury Bills,
yield at date of purchase 5.36%
to 6.3% 1/4/01
to 3/29/01 (b)
(Cost $24,373,149)

-

$ 24,618,000

$ 24,378,411

Cash Equivalents - 8.0%

Shares

Bankers Trust Institutional
Daily Assets Fund, 6.57% (c)
(Cost $331,324,105)

331,324,105

331,324,105

TOTAL INVESTMENT PORTFOLIO - 108.0%

(Cost $3,130,516,119)

4,481,004,051

NET OTHER ASSETS - (8.0)%

(331,863,254)

NET ASSETS - 100%

$ 4,149,140,797

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

57 S&P 500 Stock Index Contracts

March 2001

$ 19,023,750

$ (139,392)

The face value of futures purchased as a percentage of net assets - 0.5%

Security Type Abbreviations

SAILS

-

Stock Appreciation Income Linked Securities

Legend

(a) Non-income producing

(b) 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 $24,378,411.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

Other Information

Purchases of securities, other than short-term securities, aggregated $480,429,467. Sales of securities, other than short-term securities, aggregated $1,337,651,473, of which $1,105,950,791 represents the value of securities delivered in redemption of fund shares. The realized gain (loss) of $53,833,587 on securities delivered in redemption of fund shares is not taxable to the fund.

The market value of futures contracts opened and closed during the period amounted to $1,028,589,587 and $1,063,898,442, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company or Bankers Trust Company. The commissions paid to these affiliated firms were $0 and $34,914, respectively for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $322,823,479. The fund received cash collateral of $331,324,105 which was invested in cash equivalents.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $3,134,379,723. Net unrealized appreciation aggregated $1,346,624,328, of which $1,648,657,104 related to appreciated investment securities and $302,032,776 related to depreciated investment securities.

The fund hereby designates approximately $21,559,000 as a capital gain dividend for the purpose of the dividend paid deduction.

At December 31, 2000, the fund had a capital loss carryforward of approximately $12,929,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Index 500 Portfolio

Fidelity Variable Insurance Products: Index 500 Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $3,130,516,119) -
See accompanying schedule

$ 4,481,004,051

Cash

36,461

Receivable for fund shares sold

6,666,090

Dividends receivable

3,469,570

Other receivables

45,557

Total assets

4,491,221,729

Liabilities

Payable for investments purchased

$ 7,829,380

Payable for fund shares redeemed

1,503,596

Accrued management fee

637,641

Payable for daily variation on
futures contracts

410,603

Other payables and
accrued expenses

375,607

Collateral on securities loaned,
at value

331,324,105

Total liabilities

342,080,932

Net Assets

$ 4,149,140,797

Net Assets consist of:

Paid in capital

$ 2,766,129,586

Undistributed net investment income

44,119,720

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(11,457,049)

Net unrealized appreciation (depreciation) on investments

1,350,348,540

Net Assets

$ 4,149,140,797

Initial Class:
Net Asset Value, offering price
and redemption price per share
($4,148,727,817 ÷
27,744,808 shares)

$149.53

Service Class:
Net Asset Value, offering price
and redemption price per share
($89,661 ÷ 599.9 shares)

$149.46

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($323,319 ÷ 2,167.3 shares)

$149.18

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 52,788,646

Interest

4,201,935

Security lending

385,890

Total income

57,376,471

Expenses

Management fee

$ 11,346,273

Transfer agent fees

3,079,823

Distribution fees

343

Accounting fees

650,078

Non-interested trustees' compensation

16,114

Registration fees

59,131

Audit

62,896

Legal

33,617

Miscellaneous

218,152

Total expenses before reductions

15,466,427

Expense reductions

(2,271,492)

13,194,935

Net investment income

44,181,536

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

62,586,274

Foreign currency transactions

(569)

Futures contracts

(14,113,863)

48,471,842

Change in net unrealized appreciation (depreciation) on:

Investment securities

(537,752,200)

Futures contracts

(1,310,932)

(539,063,132)

Net gain (loss)

(490,591,290)

Net increase (decrease) in net assets resulting from operations

$ (446,409,754)

Other Information

Expense reductions
FMR reimbursement

Initial class

$ 2,243,429

Service class

24

Service class 2

271

Custodian credits

27,768

$ 2,271,492

See accompanying notes which are an integral part of the financial statements.

Annual Report

Variable Insurance Products: Index 500 Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 44,181,536

$ 51,674,088

Net realized gain (loss)

48,471,842

9,155,111

Change in net unrealized appreciation (depreciation)

(539,063,132)

832,662,055

Net increase (decrease) in net assets resulting from operations

(446,409,754)

893,491,254

Distributions to shareholders
From net investment income

(51,736,686)

(39,106,912)

From net realized gain

(22,615,438)

(26,536,833)

Total distributions

(74,352,124)

(65,643,745)

Share transactions - net increase (decrease)

(868,832,015)

938,819,660

Total increase (decrease) in net assets

(1,389,593,893)

1,766,667,169

Net Assets

Beginning of period

5,538,734,690

3,772,067,521

End of period (including undistributed net investment income of $44,119,720 and $51,598,237, respectively)

$ 4,149,140,797

$ 5,538,734,690

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

8,463,215

$ 1,364,549,374

12,455,112

$ 1,868,929,324

Reinvested

477,249

74,350,653

468,884

65,643,745

Redeemed

(14,280,085)

(2,308,173,895)

(6,545,615)

(995,753,409)

Net increase (decrease)

(5,339,621)

$ (869,273,868)

6,378,381

$ 938,819,660

Service Class B
Sold

600

$ 100,000

Reinvested

-

-

Redeemed

-

-

Net increase (decrease)

600

$ 100,000

Service Class 2 A
Sold

2,387

$ 375,234

Reinvested

9

1,470

Redeemed

(229)

(34,851)

Net increase (decrease)

2,167

$ 341,853

Distributions
From net investment income
Initial Class

$ 51,735,663

$ 39,106,912

Service Class B

-

-

Service Class 2 A

1,023

-

Total

$ 51,736,686

$ 39,106,912

From net realized gain
Initial Class

$ 22,614,991

$ 26,536,833

Service Class B

-

-

Service Class 2 A

447

-

Total

$ 22,615,438

$ 26,536,833

$ 74,352,124

$ 65,643,745

A Service Class 2 commenced sale of shares January 12, 2000.

B Service Class commenced sale of shares July 7, 2000.

See accompanying notes which are an integral part of the financial statements.

Index 500 Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 167.41

$ 141.24

$ 114.40

$ 89.05

$ 75.71

Income from Investment Operations

Net investment income

1.51 D

1.64 D

1.65 D

1.80 D

1.04

Net realized and unrealized gain (loss)

(16.99)

26.88

29.70

26.67

15.55

Total from investment operations

(15.48)

28.52

31.35

28.47

16.59

Less Distributions

From net investment income

(1.67)

(1.40)

(1.36)

(1.03)

(.91)

From net realized gain

(.73)

(.95)

(3.15)

(2.09)

(2.34)

Total distributions

(2.40)

(2.35)

(4.51)

(3.12)

(3.25)

Net asset value, end of period

$ 149.53

$ 167.41

$ 141.24

$ 114.40

$ 89.05

Total Return B, C

(9.30)%

20.52%

28.31%

32.83%

22.71%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,148,728

$ 5,538,735

$ 3,772,068

$ 2,098,042

$ 823,243

Ratio of expenses to average net assets

.28% F

.28% F

.28% F

.28% F

.28% F

Ratio of net investment income to average net assets

.94%

1.09%

1.33%

1.74%

2.26%

Portfolio turnover rate

10%

8%

4%

9%

14%

Financial Highlights - Service Class

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 166.69

Income from Investment Operations

Net investment income D

.65

Net realized and unrealized gain (loss)

(17.88)

Total from investment operations

(17.23)

Net asset value, end of period

$ 149.46

Total ReturnB, C

(10.34)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 90

Ratio of expenses to average net assets

.38% A, F

Ratio of net investment income to average net assets

.84% A

Portfolio turnover rate

10%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 163.25

Income from Investment Operations

Net investment income D

1.04

Net realized and unrealized gain (loss)

(12.71)

Total from investment operations

(11.67)

Less Distributions

From net investment income

(1.67)

From net realized gain

(.73)

Total distributions

(2.40)

Net asset value, end of period

$ 149.18

Total Return B, C

(7.21)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 323

Ratio of expenses to average net assets

.53% A, F

Ratio of net investment income to average net assets

.69% A

Portfolio turnover rate

10%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Index 500 Portfolio

Performance and Investment Summary

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Service Class

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on July 7, 2000. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to July 7, 2000 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class' 12b-1 fee been reflected, returns prior to July 7, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past 10 year total returns would have been lower.

Average Annual Total Returns

Periods ended December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Investment Grade Bond -
Service Class

11.13%

6.14%

7.67%

LB Aggregate Bond

11.63%

6.46%

7.96%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare these figures to the Lehman Brothers Aggregate Bond Index - a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Service Class on December 31, 1990. By December 31, 2000, the value of the investment would have grown to $20,948 - a 109.48% increase on the initial investment. For comparison, look at how the Lehman Brothers Aggregate Bond Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $21,504 - a 115.04% increase.

Investment Summary

Quality Diversification as of December 31, 2000

(Moody's Ratings)

% of fund's
investments

Aaa

59.9

Aa

3.9

A

12.6

Baa

16.3

Ba and Below

0.1

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Securities rated as Ba or below were rated investment grade by other nationally recognized rating agencies or assigned an investment grade rating at the time of acquisition by Fidelity.

Average Years to Maturity as of December 31, 2000

Years

9.2

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

12.8

Utilities

5.8

Construction & Real Estate

3.1

Media & Leisure

2.4

Energy

1.4

Annual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Kevin Grant, Portfolio Manager of Investment Grade Bond Portfolio

Q. How did the fund perform, Kevin?

A. For the 12 months that ended December 31, 2000, the fund performed in line with the Lehman Brothers Aggregate Bond Index, which returned 11.63%.

Q. How would you recap the investment-grade bond market in 2000?

A. In short, the more risk a security had, the worse it performed. So, it's no surprise that Treasuries, one of the few securities without credit risk, outperformed nearly all spread sectors - namely corporate, mortgage and agency securities - and most equities, for that matter, during the period. Early in the year, the U.S. government announced its intent to use federal government surplus funds to pay down the national debt by repurchasing outstanding long-term Treasury securities. The scarcity premium created by a dwindling supply of long-dated Treasuries sent prices soaring and yields plummeting. A series of interest-rate hikes levied by a highly restrictive Federal Reserve Board during the first half of the period aimed at taming inflationary pressures, coupled with persistent flights to safety from nervous equity investors, further bolstered the long bond. By mid-year, Treasuries continued to outperform, as it became increasingly clear that the economy was slowing. However, later in the period, most spread sectors attempted a comeback, which, along with the prospect of smaller government surpluses under a new presidential administration, helped narrow the performance gap relative to Treasuries. All told, investment-grade bonds had their best year since 1995.

Q. What drove fund performance during this time frame?

A. The fund's positioning in Treasuries had a positive impact on performance. Even though we were underweighted relative to the index at this time, we managed to gain ground by way of security selection. We benefited from adding long-term Treasuries and callable Treasuries in advance of the buybacks. We also executed some fairly successful trading strategies that capitalized on dramatic changes in the shape of the Treasury yield curve. Also, owning the right agencies helped, as these long-dated issues rebounded nicely during the period after struggling in the spring under a political cloud in Washington that threatened to strip Fannie Mae and Freddie Mac of their implicit government backing. Finally, the fund's seasoned discount mortgages - those created in 1996 and 1997 - benefited from strong housing turnover fueled by a robust economy. A red-hot housing market meant higher-than-normal prepayment activity, which resulted in a steady windfall for us as we got prepaid at par, or face value, while market prices were at discounts. However, late in the period when mortgage prices were above par, I scaled back modestly on the position due to higher prepayment risk as a result of falling mortgage rates.

Q. How about the fund's corporate bond holdings?

A. Although they posted positive returns, corporate bonds were plagued during the year by deteriorating credit conditions, a slumping stock market and growing supply pressures. While we held corporate bonds, we managed to curb the effects by maintaining a shorter duration early in the period when yield spreads widened the most. Anticipating a slowdown in the U.S. economy earlier in the year, I became much more defensive in terms of our corporate holdings, reducing our risk exposure through increased diversification. Although we weren't immune to a handful of bonds that performed poorly during the period, our positions were quite small, and this helped limit our downside. Despite the fact that most corporates lagged the rest of the market, tactical allocations to high-quality issuers within various subsectors, such as energy and media, aided relative performance. Moreover, by investing in corporate substitutes, including commercial mortgage-backed securities and Yankee bonds - dollar-denominated securities issued by foreign entities - we were able to further diversify the portfolio while increasing its return potential.

Q. What's your outlook?

A. I feel that investment-grade bonds should continue to produce reasonably attractive absolute returns in the coming months. I think there's a lot of value in the non-Treasury markets, especially in the corporate segment where prices haven't been this low in over a decade. By historical standards, investors are currently paid handsomely for taking on additional risk. Since it seems like it will be tougher to make money on Treasuries going forward and given the current credit environment, I plan to maintain a modest overweighting in corporate bonds - focusing on the more defensive sectors and adding to the fund's positions while valuations appear attractive.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks to provide a high rate of income consistent with reasonable risk by investing in a broad range of investment-grade fixed-income securities; in addition, the fund seeks to protect capital

Start date: December 5, 1988

Size: as of December 31, 2000, more than $740 million

Manager: Kevin Grant, since 1997; joined Fidelity in 1993

3

Annual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Nonconvertible Bonds - 28.8%

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

AEROSPACE & DEFENSE - 0.1%

Defense Electronics - 0.1%

Raytheon Co. 7.9% 3/1/03

Baa2

$ 705,000

$ 722,928

BASIC INDUSTRIES - 0.3%

Paper & Forest Products - 0.3%

Fort James Corp.:

6.5% 9/15/02

Baa3

2,000,000

1,934,220

6.625% 9/15/04

Baa3

350,000

325,997

2,260,217

CONSTRUCTION & REAL ESTATE - 3.1%

Real Estate - 0.4%

Cabot Industrial Property LP 7.125% 5/1/04

Baa2

1,325,000

1,314,930

Duke Realty LP 7.3% 6/30/03

Baa1

1,500,000

1,519,650

2,834,580

Real Estate Investment Trusts - 2.7%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

510,000

498,857

Equity Office Properties Trust:

6.5% 1/15/04

Baa1

2,885,000

2,847,351

6.625% 2/15/05

Baa1

4,500,000

4,431,645

6.75% 2/15/08

Baa1

4,020,000

3,895,983

ProLogis Trust 6.7% 4/15/04

Baa1

565,000

562,746

Spieker Properties LP:

6.75% 1/15/08

Baa2

7,000,000

6,779,010

6.8% 5/1/04

Baa2

705,000

704,161

19,719,753

TOTAL CONSTRUCTION & REAL ESTATE

22,554,333

ENERGY - 1.4%

Oil & Gas - 1.4%

Anadarko Petroleum Corp.:

7% 11/15/27

Baa1

1,400,000

1,326,458

7.2% 3/15/29

Baa1

2,490,000

2,450,683

Apache Corp. 7.7% 3/15/26

A3

550,000

566,451

Apache Finance Property Ltd. 6.5% 12/15/07

A3

940,000

931,596

Duke Energy Field Services LLC 7.875% 8/16/10

Baa2

2,000,000

2,135,400

Ras Laffan Liquid Natural Gas Co. Ltd. yankee 8.294% 3/15/14 (c)

Baa3

1,900,000

1,866,902

Texas Eastern Transmission Corp. 7.3% 12/1/10

A2

1,270,000

1,321,702

10,599,192

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

FINANCE - 12.8%

Banks - 4.5%

ABN-Amro Bank NV, Chicago 6.625% 10/31/01

A1

$ 1,000,000

$ 1,003,780

Banc One Corp. 7.25% 8/1/02

A1

1,000,000

1,014,310

Bank of America Corp. 7.8% 2/15/10

Aa3

4,500,000

4,688,775

Bank of Montreal 6.1% 9/15/05

A1

3,000,000

2,927,520

Bank One Capital III 8.75% 9/1/30

Aa3

1,200,000

1,173,228

Bank One Corp. 7.875% 8/1/10

A1

2,550,000

2,656,667

Barclays Bank PLC yankee:

5.95% 7/15/01

A1

2,150,000

2,146,517

8.55% 9/29/49 (b)(c)

Aa2

2,360,000

2,464,194

Capital One Bank 6.375% 2/15/03

Baa2

930,000

908,182

Capital One Financial Corp. 7.125% 8/1/08

Baa3

1,290,000

1,177,951

FleetBoston Financial Corp. 7.25% 9/15/05

A2

1,695,000

1,753,393

HSBC Finance Nederland BV 7.4% 4/15/03 (c)

A1

250,000

254,958

Kansallis-Osake-Pankki yankee 10% 5/1/02

A1

260,000

271,393

Korea Development Bank:

6.625% 11/21/03

Baa2

1,635,000

1,605,243

7.125% 4/22/04

Baa2

250,000

249,268

7.375% 9/17/04

Baa2

1,320,000

1,320,304

MBNA Corp.:

6.34% 6/2/03

Baa2

350,000

342,506

6.875% 11/15/02

Baa2

1,750,000

1,751,068

Providian National Bank 6.75% 3/15/02

Baa3

3,000,000

2,966,490

Royal Bank of Scotland Group PLC 9.118% 3/31/49

A1

1,100,000

1,196,712

Union Planters Corp. 6.75% 11/1/05

Baa2

400,000

397,616

Union Planters National Bank 6.81% 8/20/01

A3

500,000

500,110

32,770,185

Credit & Other Finance - 7.7%

Abbey National Capital Trust I 8.963% 12/29/49 (b)

Aa3

2,205,000

2,274,766

Ahmanson Capital Trust I 8.36% 12/1/26 (c)

A3

1,125,000

1,051,515

Associates Corp. of North America:

6% 4/15/03

Aa3

1,150,000

1,146,447

6% 7/15/05

Aa3

2,500,000

2,464,150

Nonconvertible Bonds - continued

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

FINANCE - continued

Credit & Other Finance - continued

Bell Atlantic Financial Service, Inc. 7.6% 3/15/07

A1

$ 1,100,000

$ 1,133,781

CIT Group, Inc. 5.5% 2/15/04

A1

500,000

476,140

Citigroup, Inc. 7.25% 10/1/10

Aa3

2,900,000

2,996,077

Daimler-Chrysler NA Holding Corp. Series B, 6.59% 6/18/02

A2

250,000

248,583

ERP Operating LP:

6.55% 11/15/01

A3

1,150,000

1,148,620

7.1% 6/23/04

A3

1,000,000

1,004,950

First Security Capital I 8.41% 12/15/26

A3

235,000

218,668

Ford Motor Credit Co.:

7.5% 3/15/05

A2

7,000,000

7,174,090

7.875% 6/15/10

A2

370,000

380,608

General Motors Acceptance Corp.:

7.5% 7/15/05

A2

500,000

513,440

7.625% 6/15/04

A2

2,000,000

2,055,740

7.75% 1/19/10

A2

1,300,000

1,341,626

GS Escrow Corp. 7.125% 8/1/05

Ba1

1,145,000

1,074,479

HSBC Capital Funding LP:

9.547% 12/31/49 (b)(c)

A1

2,600,000

2,852,330

10.176% 12/31/49 (b)(c)

A1

485,000

556,892

ING Capital Funding Trust III 8.439% 12/31/49 (e)

Aa3

2,550,000

2,588,531

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

970,000

955,935

Qwest Capital Funding, Inc.:

7.75% 8/15/06 (c)

Baa1

1,300,000

1,349,504

7.9% 8/15/10 (c)

Baa1

1,100,000

1,152,008

Sprint Capital Corp.:

5.7% 11/15/03

Baa1

1,480,000

1,418,240

5.875% 5/1/04

Baa1

1,080,000

1,037,113

6.875% 11/15/28

Baa1

5,100,000

4,123,809

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

810,000

805,950

TXU Eastern Funding:

6.15% 5/15/02

Baa1

2,900,000

2,852,875

6.75% 5/15/09

Baa1

785,000

736,683

U.S. West Capital Funding, Inc.:

6.5% 11/15/18

Baa1

660,000

582,839

6.875% 7/15/28

Baa1

205,000

181,052

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

1,600,000

1,684,160

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Unicredito Italiano Capital Trust II yankee 9.2% 10/29/49 (b)(c)

A1

$ 900,000

$ 919,269

Unilever Capital Corp. 6.875% 11/1/05

A1

1,500,000

1,548,900

Verizon Global Funding Corp.:

6.75% 12/1/05 (c)

A1

3,055,000

3,064,165

7.75% 12/1/30 (c)

A1

2,020,000

2,072,480

57,186,415

Insurance - 0.1%

Executive Risk Capital Trust 8.675% 2/1/27

Baa3

750,000

724,523

Savings & Loans - 0.1%

Long Island Savings Bank FSB 6.2% 4/2/01

Baa3

750,000

746,918

Securities Industry - 0.4%

Amvescap PLC yankee 6.6% 5/15/05

A2

2,900,000

2,842,261

TOTAL FINANCE

94,270,302

INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%

Tyco International Group SA yankee 6.875% 1/15/29

Baa1

1,500,000

1,388,505

MEDIA & LEISURE - 2.4%

Broadcasting - 1.9%

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

2,100,000

1,975,995

Continental Cablevision, Inc. 8.3% 5/15/06

A3

810,000

841,266

Hearst-Argyle Television, Inc. 7% 1/15/18

Baa3

3,400,000

2,874,836

TCI Communications, Inc. 9.8% 2/1/12

A3

1,915,000

2,178,236

TCI Communications Financing III 9.65% 3/31/27

A3

1,500,000

1,619,985

Time Warner, Inc. 8.18% 8/15/07

Baa1

1,240,000

1,337,538

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

3,000,000

2,993,550

13,821,406

Entertainment - 0.3%

Viacom, Inc. 7.875% 7/30/30

A3

2,100,000

2,152,786

Publishing - 0.2%

News America, Inc. 7.3% 4/30/28

Baa3

2,310,000

1,861,467

TOTAL MEDIA & LEISURE

17,835,659

Nonconvertible Bonds - continued

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

NONDURABLES - 0.4%

Foods - 0.2%

ConAgra Foods, Inc. 7.125% 10/1/26

Baa1

$ 1,270,000

$ 1,275,067

Tobacco - 0.2%

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

1,800,000

1,752,426

TOTAL NONDURABLES

3,027,493

RETAIL & WHOLESALE - 0.2%

General Merchandise Stores - 0.2%

Federated Department Stores, Inc. 8.5% 6/15/03

Baa1

1,700,000

1,735,802

TECHNOLOGY - 1.2%

Computers & Office Equipment - 1.2%

Comdisco, Inc.:

5.95% 4/30/02

Baa2

3,000,000

2,310,000

6.375% 11/30/01

Baa2

3,200,000

2,944,000

7.23% 8/16/01

Baa2

3,000,000

2,746,650

7.25% 9/1/02

Baa2

1,000,000

770,000

8,770,650

TRANSPORTATION - 0.9%

Air Transportation - 0.3%

Continental Airlines, Inc. pass thru trust certificates Series 1999 2:

Class C1, 7.73% 9/15/12

Baa1

200,754

198,687

Class C2, 7.434% 3/15/06

Baa1

550,000

549,211

Delta Air Lines, Inc.:

equipment trust certificate 8.54% 1/2/07

Baa1

352,386

350,818

7.57% 11/18/10

Aa2

465,000

494,165

7.92% 11/18/10

Aa3

500,000

531,960

2,124,841

Railroads - 0.6%

Burlington Northern Santa Fe Corp. 6.53% 7/15/37

Baa2

3,000,000

2,992,890

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

1,700,000

1,727,030

4,719,920

TOTAL TRANSPORTATION

6,844,761

UTILITIES - 5.8%

Electric Utility - 2.1%

Avon Energy Partners Holdings:

6.46% 3/4/08 (c)

Baa2

1,500,000

1,405,560

7.05% 12/11/07 (c)

Baa2

3,000,000

2,909,940

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Dominion Resources, Inc.:

7.6% 7/15/03

Baa1

$ 1,010,000

$ 1,035,250

8.125% 6/15/10

Baa1

445,000

481,005

DR Investments UK PLC yankee 7.1% 5/15/02 (c)

A3

1,500,000

1,504,965

Florida Power & Light Co. 6.875% 12/1/05

Aa3

2,160,000

2,212,877

Israel Electric Corp. Ltd. 7.75% 12/15/27 (c)

A3

1,900,000

1,675,382

Nisource Finance Corp.:

7.625% 11/15/05 (c)

Baa2

1,800,000

1,870,303

7.875% 11/15/10 (c)

Baa2

2,120,000

2,231,669

Texas Utilities Co. 6.375% 1/1/08

Baa3

205,000

194,094

15,521,045

Gas - 0.7%

KeySpan Corp.:

7.25% 11/15/05

A3

1,255,000

1,306,204

7.625% 11/15/10

A3

925,000

984,570

Reliant Energy Resources Corp. 8.125% 7/15/05 (c)

Baa1

1,000,000

1,040,110

Sempra Energy 7.95% 3/1/10

A2

610,000

603,595

Southwest Gas Corp. 9.75% 6/15/02

Baa2

1,000,000

1,038,790

4,973,269

Telephone Services - 3.0%

AT&T Corp. 6.5% 3/15/29

A2

2,845,000

2,273,923

British Telecommunications PLC:

7.625% 12/15/05

A2

3,000,000

3,029,760

8.625% 12/15/30

A2

3,600,000

3,627,036

Cable & Wireless Optus Ltd.:

8% 6/22/10 (c)

Baa1

1,000,000

1,096,360

8.125% 6/15/09 (c)

Baa1

3,000,000

3,289,680

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

1,730,000

1,685,262

Telefonica Europe BV 8.25% 9/15/30

A2

1,060,000

1,066,858

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

3,273,000

3,242,757

7.7% 7/20/29

Baa1

2,091,000

2,081,653

WorldCom, Inc. 6.95% 8/15/28

A3

1,175,000

986,189

22,379,478

TOTAL UTILITIES

42,873,792

TOTAL NONCONVERTIBLE BONDS

(Cost $212,838,859)

212,883,634

U.S. Government and Government Agency Obligations - 26.2%

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

U.S. Government Agency Obligations - 6.8%

Fannie Mae:

6% 12/15/05

Aaa

$ 2,405,000

$ 2,433,379

6.5% 4/29/09

Aaa

3,075,000

3,054,797

7% 7/15/05

Aaa

2,760,000

2,896,703

7.125% 6/15/10

Aaa

2,600,000

2,810,444

7.25% 1/15/10

Aaa

7,765,000

8,432,324

Federal Agricultural Mortgage Corp. 7.01% 2/10/05

Aaa

10,000

10,458

Federal Home Loan Bank 6.75% 2/1/02

Aaa

3,490,000

3,526,540

Freddie Mac:

5.75% 3/15/09

Aaa

4,300,000

4,240,187

6.45% 4/29/09

Aaa

3,000,000

2,968,590

6.75% 3/15/31

Aaa

8,000,000

8,573,760

6.77% 9/15/02

Aaa

150,000

152,649

6.875% 1/15/05

Aaa

2,045,000

2,128,068

7% 7/15/05

Aaa

5,575,000

5,850,238

Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development) 8.5% 4/1/06

Aaa

1,419,994

1,515,191

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency):

Class 1-C, 9.25% 11/15/01

Aaa

295,017

300,395

Class 2-E, 9.4% 5/15/02

Aaa

105,439

107,347

Class 3-T, 9.625% 5/15/02

Aaa

7,267

7,414

Guaranteed Export Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank):

Series 1993-C, 5.2% 10/15/04

Aaa

3,556

3,511

Series 1993-D, 5.23% 5/15/05

Aaa

7,660

7,553

Series 1994-A, 7.12% 4/15/06

Aaa

5,631

5,825

Guaranteed Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) Series 1994-B, 7.5% 1/26/06

Aaa

5,628

5,849

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Israel Export Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) Series 1994-1, 6.88% 1/26/03

Aaa

$ 5,882

$ 5,895

Overseas Private Investment Corp. U.S. Government guaranteed participation certificates Series 1994-195, 6.08% 8/15/04

Aaa

89,425

90,327

Private Export Funding Corp. secured:

5.65% 3/15/03

Aaa

101,250

100,337

6.86% 4/30/04

Aaa

802,142

814,659

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

50,042,440

U.S. Treasury Obligations - 19.4%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

14,170,000

15,412,142

6.625% 2/15/27

Aaa

2,500,000

2,855,475

8% 11/15/21

Aaa

9,150,000

11,840,649

8.875% 8/15/17

Aaa

1,305,000

1,773,782

12% 8/15/13

Aaa

20,280,000

28,651,787

14% 11/15/11

Aaa

1,465,000

2,097,235

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

510,000

495,893

5.5% 2/15/08

Aaa

1,400,000

1,425,368

5.625% 9/30/01

Aaa

3,750,000

3,748,238

5.75% 8/15/10

Aaa

900,000

943,173

6.5% 5/31/02

Aaa

31,140,000

31,607,100

7% 7/15/06

Aaa

35,250,000

38,367,510

U.S. Treasury Notes - Principal Strips 0% 5/15/02

Aaa

5,020,000

4,669,755

TOTAL U.S. TREASURY OBLIGATIONS

143,888,107

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $188,604,250)

193,930,547

U.S. Government Agency -
Mortgage Securities - 31.9%

Fannie Mae - 26.5%

6% 2/1/13 to 2/1/29

Aaa

12,455,600

12,129,972

6.5% 2/1/10 to 10/1/30

Aaa

83,277,257

82,216,220

6.5% 1/1/31 (d)

Aaa

76,000

74,931

7% 12/1/24 to 3/1/29

Aaa

27,930,225

28,010,573

7.5% 7/1/07 to 11/1/29

Aaa

34,692,822

35,238,691

7.5% 1/1/31 (d)

Aaa

18,846,000

19,128,690

8% 3/1/23 to 6/1/30

Aaa

1,507,372

1,553,499

U.S. Government Agency -
Mortgage Securities - continued

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Fannie Mae - continued

8% 1/1/31 (d)

Aaa

$ 17,820,000

$ 18,265,500

8.5% 3/1/25 to 6/1/25

Aaa

17,416

17,982

TOTAL FANNIE MAE

196,636,058

Freddie Mac - 1.1%

7.5% 10/1/30

Aaa

5,965,031

6,056,356

8.5% 3/1/20 to 1/1/28

Aaa

1,909,325

1,975,473

TOTAL FREDDIE MAC

8,031,829

Government National Mortgage Association - 4.3%

6% 8/15/08 to 5/15/09

Aaa

2,504,685

2,505,068

6.5% 10/15/27 to 12/15/28

Aaa

20,736,863

20,513,705

7.5% 3/15/06 to 10/15/28

Aaa

8,304,855

8,461,164

8% 2/15/17

Aaa

118,481

122,998

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

31,602,935

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $235,519,998)

236,270,822

Asset-Backed Securities - 3.4%

American Express Credit Account Master Trust 6.1% 12/15/06

A1

1,500,000

1,496,715

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

880,000

872,988

Discover Card Master Trust I 5.85% 11/16/04

A2

4,000,000

3,990,625

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

830,000

832,464

6.4% 12/15/02

Aa2

480,000

481,950

7.03% 11/15/03

Aaa

209,000

211,874

JCPenney Master Credit Card Trust 5.5% 6/15/07

Aaa

7,000,000

6,912,500

Key Auto Finance Trust:

6.3% 10/15/03

A2

75,844

75,607

6.65% 10/15/03

Baa3

49,531

49,515

Premier Auto Trust
5.59% 2/9/04

Aaa

6,000,000

5,966,220

Railcar Trust 7.75% 6/1/04

Aaa

452,610

466,188

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Sears Credit Account Master Trust II:

6.75% 9/16/09

Aaa

$ 2,255,000

$ 2,314,898

7.5% 11/15/07

A2

1,300,000

1,332,500

TOTAL ASSET-BACKED SECURITIES

(Cost $24,961,370)

25,004,044

Commercial Mortgage Securities - 2.3%

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1:

Class D, 7.12% 1/10/13 (c)

Aa1

2,100,000

2,099,836

Class E, 7.47% 1/10/13 (c)(e)

Baa1

2,650,000

2,649,793

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

1,080,000

1,062,229

Series 2000-C1 Class A2, 7.545% 4/15/62

AAA

1,100,000

1,170,902

DLJ Commercial Mortgage Corp. Series 2000-CF1 Class A1B, 7.62% 5/10/10

Aaa

3,000,000

3,206,361

Equitable Life Assurance Society of the United States:

Series 174 Class C1, 7.52% 5/15/06 (c)

A2

500,000

518,594

Series 961 Class B1, 7.33% 5/15/06 (c)

Aa2

500,000

521,016

Fannie Mae sequential pay Series 1996-M5 Class A1, 7.141% 7/25/10 ACES

Aaa

58,822

59,824

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 2000-C3 Class A2, 6.957% 12/1/15

Aaa

2,000,000

2,057,500

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (c)(e)

Baa3

1,000,000

945,313

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (c)

Aaa

2,500,000

2,510,547

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $16,444,111)

16,801,915

Foreign Government and Government Agency Obligations (f) - 3.0%

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

British Columbia Province yankee 7% 1/15/03

Aa2

$ 500,000

$ 510,025

Korean Republic yankee 8.75% 4/15/03

Baa2

775,000

805,605

Manitoba Province yankee 6.75% 3/1/03

Aa3

500,000

510,615

Quebec Province:

yankee:

7.125% 2/9/24

A2

250,000

255,145

7.5% 7/15/23

A2

8,550,000

9,104,981

7% 1/30/07

A2

1,000,000

1,038,310

7.5% 9/15/29

A2

6,480,000

6,915,456

United Mexican States:

8.5% 2/1/06

Baa3

1,200,000

1,212,000

9.875% 2/1/10

Baa3

2,290,000

2,464,040

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $22,486,078)

22,816,177

Supranational Obligations - 0.6%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $3,974,840)

Aaa

4,000,000

4,073,840

Cash Equivalents - 7.4%

Maturity Amount

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 6.49%, dated 12/29/00 due 1/2/01
(Cost $54,751,000)

$ 54,790,464

54,751,000

TOTAL INVESTMENT
PORTFOLIO - 103.6%

(Cost $759,580,506)

766,531,979

NET OTHER ASSETS - (3.6)%

(26,285,730)

NET ASSETS - 100%

$ 740,246,249

Legend

(a) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(b) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $43,873,285 or 5.9% of net assets.

(d) Security purchased on a delayed delivery or when-issued basis.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(f) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

76.2%

AAA, AA, A

68.5%

Baa

16.3%

BBB

15.8%

Ba

0.1%

BB

1.1%

B

0.0%

B

0.0%

Caa

0.0%

CCC

0.0%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

Purchases and sales of securities, other than short-term securities, aggregated $984,514,096 and $957,050,571, respectively, of which long-term U.S. government and government agency obligations aggregated $777,713,796 and $740,822,478, respectively.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $17,520,200. The weighted average interest rate was 6.05%. Interest earned from the interfund lending program amounted to $29,446 and is included in interest income on the Statement of Operations.

The fund participated in the security lending program. At period end, there were no loans outstanding.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $759,893,269. Net unrealized appreciation aggregated $6,638,710, of which $13,123,675 related to appreciated investment securities and $6,484,965 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $22,612,000 of which $11,269,000 and $11,343,000 will expire on December 31, 2007 and 2008, respectively.

A total of 12.26% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax. The fund will notify shareholders in January 2001 of amounts for use in preparing 2000 income tax returns (unaudited).

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value (including repurchase agreements of $54,751,000)
(cost $759,580,506) -
See accompanying schedule

$ 766,531,979

Cash

135

Receivable for investments sold

2,230,353

Receivable for fund shares sold

3,005,762

Interest receivable

10,154,295

Total assets

781,922,524

Liabilities

Payable for investments purchased
Regular delivery

$ 1,865,134

Delayed delivery

37,396,411

Payable for fund shares redeemed

2,075,043

Accrued management fee

254,043

Distribution fees payable

55

Other payables and accrued expenses

85,589

Total liabilities

41,676,275

Net Assets

$ 740,246,249

Net Assets consist of:

Paid in capital

$ 714,497,239

Undistributed net investment income

41,328,235

Accumulated undistributed
net realized gain (loss)
on investments

(22,530,698)

Net unrealized appreciation (depreciation) on investments

6,951,473

Net Assets

$ 740,246,249

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($739,910,712 ÷
58,766,801 shares)

$12.59

Service Class:
Net Asset Value, offering price
and redemption price
per share ($106,585 ÷
8,474 shares)

$12.58

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($228,952 ÷
18,264 shares)

$12.54

Statement of Operations

Year ended December 31, 2000

Investment Income

Interest

$ 45,027,059

Security lending

65,411

Total income

45,092,470

Expenses

Management fee

$ 2,726,435

Transfer agent fees

430,368

Distribution fees

372

Accounting and security lending fees

176,638

Non-interested trustees' compensation

2,189

Custodian fees and expenses

43,392

Audit

31,222

Legal

4,619

Miscellaneous

27,847

Total expenses before reductions

3,443,082

Expense reductions

(5,296)

3,437,786

Net investment income

41,654,684

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

(10,492,303)

Change in net unrealized appreciation (depreciation)
on investment securities

37,499,798

Net gain (loss)

27,007,495

Net increase (decrease) in net assets resulting from operations

$ 68,662,179

Other Information

Expense reductions
FMR Reimbursement,
Service Class 2

$ 910

Custodian credits

4,386

$ 5,296

See accompanying notes which are an integral part of the financial statements.

Annual Report

Variable Insurance Products: Investment Grade Bond Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 41,654,684

$ 43,183,071

Net realized gain (loss)

(10,492,303)

(11,737,244)

Change in net unrealized appreciation (depreciation)

37,499,798

(38,771,648)

Net increase (decrease) in net assets resulting from operations

68,662,179

(7,325,821)

Distributions to shareholders
From net investment income

(43,339,425)

(28,513,399)

From net realized gain

-

(8,945,380)

Total distributions

(43,339,425)

(37,458,779)

Share transactions - net increase (decrease)

56,071,728

28,823,589

Total increase (decrease) in net assets

81,394,482

(15,961,011)

Net Assets

Beginning of period

658,851,767

674,812,778

End of period (including undistributed net investment income of $41,328,235 and $42,809,963, respectively)

$ 740,246,249

$ 658,851,767

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

20,063,685

$ 241,746,618

20,833,388

$ 258,967,451

Reinvested

3,827,956

43,332,459

3,052,875

37,458,779

Redeemed

(19,290,975)

(229,327,088)

(21,798,580)

(267,602,641)

Net increase (decrease)

4,600,666

$ 55,751,989

2,087,683

$ 28,823,589

Service Class A
Sold

8,474

$ 100,000

-

$ -

Reinvested

-

-

-

-

Redeemed

-

-

-

-

Net increase (decrease)

8,474

$ 100,000

-

$ -

Service Class 2 B
Sold

17,796

$ 214,552

-

$ -

Reinvested

615

6,965

-

-

Redeemed

(147)

(1,778)

-

-

Net increase (decrease)

18,264

$ 219,739

-

$ -

Distributions
From net investment income
Initial Class

$ 43,332,459

$ 28,513,399

Service Class A

-

-

Service Class 2 B

6,966

-

Total

$ 43,339,425

$ 28,513,399

From net realized gain
Initial Class

$ -

$ 8,945,380

Service Class A

-

-

Service Class 2 B

-

-

Total

$ -

$ 8,945,380

$ 43,339,425

$ 37,458,779

A Service Class commenced sale of shares July 7, 2000.

B Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 12.160

$ 12.960

$ 12.560

$ 12.240

$ 12.480

Income from Investment Operations

Net investment income

.771 C

.743 C

.725 C

.759 C

.670

Net realized and unrealized gain (loss)

.499

(.873)

.335

.291

(.290)

Total from investment operations

1.270

(.130)

1.060

1.050

.380

Less Distributions

From net investment income

(.840)

(.510)

(.590)

(.730)

(.620)

From net realized gain

-

(.160)

(.070)

-

-

Total distributions

(.840)

(.670)

(.660)

(.730)

(.620)

Net asset value, end of period

$ 12.590

$ 12.160

$ 12.960

$ 12.560

$ 12.240

Total Return B

11.22%

(1.05)%

8.85%

9.06%

3.19%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 739,911

$ 658,852

$ 674,813

$ 324,525

$ 228,594

Ratio of expenses to average net assets

.54%

.54%

.57%

.58%

.58%

Ratio of net investment income to average net assets

6.50%

6.07%

5.85%

6.34%

6.49%

Portfolio turnover rate

154%

87%

239%

191%

81%

Financial Highlights - Service Class

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 11.800

Income from Investment Operations

Net investment income C

.377

Net realized and unrealized gain (loss)

.403

Total from investment operations

.780

Net asset value, end of period

$ 12.580

Total Return B

6.61%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 107

Ratio of expenses to average net assets

.64% A

Ratio of net investment income to average net assets

6.40% A

Portfolio turnover rate

154%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000

See accompanying notes which are an integral part of the financial statements.

Annual Report

Variable Insurance Products: Investment Grade Bond Portfolio
Financial Statements - continued

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 12.060

Income from Investment Operations

Net investment income D

.686

Net realized and unrealized gain (loss)

.634

Total from investment operations

1.320

Less Distributions

From net investment income

(.840)

Net asset value, end of period

$ 12.540

Total Return B, C

11.69%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 229

Ratio of expenses to average net assets

1.05% A, F

Ratio of net investment income to average net assets

5.99% A

Portfolio turnover rate

154%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total return would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee). If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Life of
fund

Fidelity VIP: Mid Cap - Service Class

33.54%

42.92%

S&P MidCap 400

17.51%

19.12%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's MidCap 400 Index - a market capitalization-weighted index of 400 medium-capitalization stocks. This benchmark includes reinvested dividends and capital gains if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 28, 1998.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class - on December 28, 1998, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $20,506 - a 105.06% increase on the initial investment. For comparison, look at how the Standard & Poor's MidCap 400 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $14,217 - a 42.17% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Freddie Mac

2.9

Genzyme Corp. - General Division

1.3

Fannie Mae

1.2

Concord EFS, Inc.

1.1

CIGNA Corp.

1.0

7.5

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

23.3

Health

19.0

Utilities

8.1

Technology

6.9

Basic Industries

6.2

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks 88.1%

Bonds 0.9%

Short-Term
Investments and
Net Other Assets 11.0%



* Foreign investments 5.0%

Annual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
David Felman,
Portfolio Manager
of Mid Cap Portfolio

Q. How did the fund perform, David?

A. The fund performed very well, substantially outperforming its benchmark, the Standard & Poor's MidCap 400 Index, which returned 17.51% for the 12-month period ending December 31, 2000.

Q. What factors affected performance?

A. As the period began in early 2000, the telecommunications and technology themes drove market and fund performance. Wireless communications systems increased market penetration throughout the world, and the use of the Internet was expanding. But by the middle of the period, cracks appeared in both trends. The dot-coms started experiencing problems, which hurt technology stocks in general. At the same time, supply in wireless communications began to outpace demand and telecommunications stocks also began to fall. At mid-year, as I saw the slowing growth in both telecommunications and the Internet, I became more cautious and reduced my exposure to technology. While I consistently kept the fund's technology weighting at more than 30% of net assets early in 2000, I cut the exposure to the sector to just under 7% of net assets by December 31. Similarly, my emphasis on energy benefited performance in the first part of the period, while my decision to reduce exposure to the sector helped in the second six months. Energy investments fell from almost 11% of net assets on June 30 to just 4.0% on December 31. I cut the emphasis on energy as stocks hit my target prices and OPEC began showing less discipline in controlling supply.

Q. Why did you increase finance and health care, which were the fund's two largest weightings, at 23.3% and 19.0% of net assets, respectively, at the end of the period?

A. I raised my finance weighting substantially in the final weeks of the year. As weakness appeared in the economy, I believed the Federal Reserve Board would have to cut short-term rates sooner and more significantly than most observers expected. Because of slowing economic growth, I wanted to avoid the technology sector. I also wanted to avoid exposure to credit risk, which meant de-emphasizing banks that might be lenders to technology companies. I favored companies that would benefit from a lower interest-rate environment, but which were not credit sensitive. These included Freddie Mac and Fannie Mae, two quasi-government, mortgage-oriented institutions, as well as title insurance companies such as Fidelity National Financial and First American Corp. I increased the fund's emphasis in health care, both HMOs and biotechnology, because I saw growth opportunities there, regardless of the overall economic picture. HMOs started to improve their performance as they gained greater control over both their pricing and their costs. In the case of biotechnology, many of the most promising companies were developing products based on genomics, or the science of gene mapping.

Q. What stocks helped performance?

A. Many Internet-related stocks contributed early in the year. A good example is Veritas Software, which was a beneficiary of the need for more data storage capability in electronic commerce. I sold my position in Veritas later in the year because it grew to be too large for the S&P 400 index and because I was concerned about the slowing of Internet growth. Health care stocks also were big contributors. Oxford Health Plans and Trigon Healthcare were two HMOs with very good performance. Myriad Genetics, which is developing diagnostic processes for heart disease and cancer, was a very strong performer, as was Protein Design Labs, a biotech research company. Among finance holdings, Freddie Mac performed very well.

Q. Were there any disappointments?

A. While I cut the technology holdings dramatically, I probably should have moved even earlier. DoubleClick, the leader in Internet advertising, fell sharply as the Internet market slowed. Kopin, which produces wafers for wireless handsets, was a big contributor overall, but I held on to the stock too long and it detracted from performance in the second half of the period. Other technology investments that held back performance later in the period included Qlogic and Pegasus Communications. I have sold my positions in Kopin and QLogic.

Q. What's your outlook, David?

A. The critical issue I face is whether to continue to de-emphasize technology or whether the sector's outlook will improve and begin to rally. While it's true that consumer-oriented Internet stocks have been weak, corporate spending on data processing and Internet operations continues to expand. A key question will be whether major corporations, both domestic and multinational, continue to spend heavily on information technology or whether their technology spending will slow. This is one of the key questions with which I will be wrestling.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: long-term growth of capital by investing primarily in common stocks of companies with medium-sized capitalizations

Start date: December 28, 1998

Size: as of December 31, 2000, more than $945 million

Manager: David Felman, since 1999; joined Fidelity in 1993

3

Annual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 88.1%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.6%

Aerospace & Defense - 0.5%

Alliant Techsystems, Inc. (a)

2,300

$ 153,525

Honeywell International, Inc.

70,500

3,335,531

Rockwell International Corp.

19,700

938,213

4,427,269

Ship Building & Repair - 0.1%

General Dynamics Corp.

17,700

1,380,600

TOTAL AEROSPACE & DEFENSE

5,807,869

BASIC INDUSTRIES - 6.2%

Chemicals & Plastics - 3.3%

Agrium, Inc.

343,700

4,963,384

Cytec Industries, Inc. (a)

59,600

2,380,275

Georgia Gulf Corp.

65,100

1,110,769

IMC Global, Inc.

201,800

3,140,513

Ivex Packaging Corp. (a)

33,700

368,594

Lyondell Chemical Co.

84,680

1,296,663

Olin Corp.

44,700

988,988

PolyOne Corp.

23,300

136,888

Potash Corp. of Saskatchewan

75,320

5,893,167

Praxair, Inc.

130,600

5,795,375

Solutia, Inc.

35,440

425,280

Union Carbide Corp.

76,800

4,132,800

30,632,696

Packaging & Containers - 0.2%

Packaging Corp. of America

109,500

1,765,688

Paper & Forest Products - 2.7%

Bowater, Inc.

33,500

1,888,563

Georgia-Pacific Group

140,100

4,360,613

International Paper Co.

130,500

5,326,031

Kimberly-Clark Corp.

49,900

3,527,431

Mead Corp.

66,000

2,070,750

Pactiv Corp. (a)

223,000

2,759,625

Smurfit-Stone Container Corp. (a)

62,900

939,569

Weyerhaeuser Co.

18,400

933,800

Willamette Industries, Inc.

82,800

3,886,425

25,692,807

TOTAL BASIC INDUSTRIES

58,091,191

CONSTRUCTION & REAL ESTATE - 1.1%

Building Materials - 0.6%

American Standard Companies, Inc. (a)

56,830

2,802,429

Flowserve Corp.

29,600

632,700

York International Corp.

62,100

1,905,694

5,340,823

Construction - 0.4%

Centex Corp.

50,500

1,896,906

Shares

Value (Note 1)

Kaufman & Broad Home Corp.

36,900

$ 1,243,069

Pulte Corp.

10,200

430,313

3,570,288

Engineering - 0.1%

Lexent, Inc.

3,900

66,788

Tetra Tech, Inc. (a)

24,900

793,688

860,476

Real Estate Investment Trusts - 0.0%

Spieker Properties, Inc.

11,900

596,488

TOTAL CONSTRUCTION & REAL ESTATE

10,368,075

DURABLES - 2.5%

Autos, Tires, & Accessories - 0.4%

Danaher Corp.

22,900

1,565,788

O'Reilly Automotive, Inc. (a)

69,500

1,859,125

Superior Industries International, Inc.

11,900

375,594

3,800,507

Consumer Durables - 0.8%

Minnesota Mining & Manufacturing Co.

61,700

7,434,850

Home Furnishings - 0.5%

Herman Miller, Inc.

23,700

681,375

Hillenbrand Industries, Inc.

67,200

3,460,800

HON Industries, Inc.

15,200

387,600

4,529,775

Textiles & Apparel - 0.8%

Liz Claiborne, Inc.

37,770

1,572,176

Mohawk Industries, Inc. (a)

16,800

459,900

Reebok International Ltd. (a)

114,750

3,137,265

Shaw Industries, Inc.

19,300

365,494

Timberland Co. Class A (a)

37,400

2,501,125

8,035,960

TOTAL DURABLES

23,801,092

ENERGY - 4.0%

Energy Services - 2.0%

BJ Services Co. (a)

33,480

2,305,935

Diamond Offshore Drilling, Inc.

5,700

228,000

ENSCO International, Inc.

68,210

2,323,403

Global Marine, Inc. (a)

97,800

2,775,075

Halliburton Co.

24,400

884,500

Helmerich & Payne, Inc.

15,200

666,900

Noble Drilling Corp. (a)

34,790

1,511,191

Pride International, Inc. (a)

19,500

480,188

Rowan Companies, Inc. (a)

9,200

248,400

Smith International, Inc. (a)

16,900

1,260,106

Tidewater, Inc.

39,450

1,750,594

Transocean Sedco Forex, Inc.

18,600

855,600

Varco International, Inc. (a)

66,148

1,438,708

Weatherford International, Inc.

50,530

2,387,543

19,116,143

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - 2.0%

Apache Corp.

17,550

$ 1,229,597

Burlington Resources, Inc.

7,500

378,750

Conoco, Inc. Class B

111,500

3,226,531

Cooper Cameron Corp. (a)

26,760

1,767,832

Devon Energy Corp.

11,961

729,287

EOG Resources, Inc.

52,300

2,860,156

Grant Prideco, Inc. (a)

36,430

799,183

Kerr-McGee Corp.

6,170

413,004

Noble Affiliates, Inc.

16,070

739,220

Ocean Energy, Inc.

47,890

832,089

Tosco Corp.

92,130

3,126,662

USX - Marathon Group

15,890

440,948

Valero Energy Corp.

62,700

2,331,656

18,874,915

TOTAL ENERGY

37,991,058

FINANCE - 23.3%

Banks - 1.7%

Commerce Bancorp, Inc.

31,110

2,127,146

Cullen/Frost Bankers, Inc.

47,500

1,986,094

Fifth Third Bancorp

22,500

1,344,375

Mercantile Bankshares Corp.

56,600

2,444,413

North Fork Bancorp, Inc.

115,900

2,846,794

PNC Financial Services Group, Inc.

20,500

1,497,781

U.S. Bancorp

122,500

3,575,469

15,822,072

Credit & Other Finance - 2.1%

Concord EFS, Inc. (a)

239,460

10,521,274

Countrywide Credit Industries, Inc.

71,300

3,582,825

Greenpoint Financial Corp.

87,800

3,594,313

Investors Financial Services Corp.

18,100

1,556,600

MBNA Corp.

12,600

465,413

19,720,425

Federal Sponsored Credit - 4.7%

Fannie Mae

129,100

11,199,425

Freddie Mac

401,410

27,647,074

USA Education, Inc.

89,400

6,079,200

44,925,699

Insurance - 12.8%

ACE Ltd.

124,700

5,291,956

Aetna, Inc. (a)

36,700

1,506,994

AFLAC, Inc.

37,150

2,681,766

Allmerica Financial Corp.

25,920

1,879,200

Allstate Corp.

132,600

5,776,388

AMBAC Financial Group, Inc.

92,310

5,382,827

American Financial Group, Inc.

43,900

1,166,094

American General Corp.

9,090

740,835

American International Group, Inc.

44,000

4,336,750

Arthur J. Gallagher & Co.

42,300

2,691,338

Shares

Value (Note 1)

Berkshire Hathaway, Inc.:

Class A (a)

101

$ 7,171,000

Class B (a)

2,443

5,750,822

ChoicePoint, Inc. (a)

59,600

3,907,525

CIGNA Corp.

71,150

9,413,145

Everest Re Group Ltd.

48,680

3,486,705

Fidelity National Financial, Inc.

203,100

7,502,006

First American Corp.

148,100

4,868,788

First Health Group Corp. (a)

59,600

2,775,125

Hartford Financial Services Group, Inc.

38,670

2,731,069

Hilb, Rogal & Hamilton Co.

17,900

713,763

Jefferson-Pilot Corp.

31,250

2,335,938

John Hancock Financial Services, Inc.

139,200

5,237,400

Loews Corp.

28,100

2,910,106

Markel Corp. (a)

5,700

1,031,700

MBIA, Inc.

30,510

2,261,554

Mercury General Corp.

31,300

1,373,288

MetLife, Inc.

60,000

2,100,000

MGIC Investment Corp.

14,100

950,869

Nationwide Financial Services, Inc.
Class A

39,400

1,871,500

Progressive Corp.

16,400

1,699,450

Protective Life Corp.

71,680

2,311,680

SAFECO Corp.

28,800

946,800

The Chubb Corp.

66,560

5,757,440

The St. Paul Companies, Inc.

50,400

2,737,350

Torchmark Corp.

52,600

2,021,813

Unitrin, Inc.

4,700

190,938

UnumProvident Corp.

17,800

478,375

XL Capital Ltd. Class A

60,700

5,303,663

121,293,960

Savings & Loans - 1.6%

Astoria Financial Corp.

37,900

2,058,444

Dime Bancorp, Inc.

129,190

3,819,179

Golden State Bancorp, Inc.

84,100

2,643,894

Roslyn Bancorp, Inc.

46,300

1,264,569

TCF Financial Corp.

60,500

2,696,031

Washington Mutual, Inc.

52,100

2,764,556

15,246,673

Securities Industry - 0.4%

Goldman Sachs Group, Inc.

24,300

2,598,581

Lehman Brothers Holdings, Inc.

12,000

811,500

3,410,081

TOTAL FINANCE

220,418,910

HEALTH - 19.0%

Drugs & Pharmaceuticals - 10.2%

Abgenix, Inc. (a)

700

41,344

Alkermes, Inc. (a)

66,500

2,086,438

Alliance Pharmaceutical Corp. (a)

11,900

102,638

Alpharma, Inc. Class A

19,400

851,175

Andrx Corp. - Andrx Group (a)

7,100

410,913

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Drugs & Pharmaceuticals - continued

Aviron (a)

100,780

$ 6,733,364

Biovail Corp. (a)

62,200

2,422,946

Bristol-Myers Squibb Co.

69,060

5,106,124

Carter-Wallace, Inc.

58,800

1,962,450

Celgene Corp. (a)

125,840

4,089,800

Cell Therapeutics, Inc. (a)

32,800

1,478,050

Cerus Corp. (a)

8,600

647,150

CIMA Labs, Inc. (a)

20,200

1,314,263

Collateral Therapeutics, Inc. (a)

12,000

212,250

COR Therapeutics, Inc. (a)

24,240

852,945

Corixa Corp. (a)

39,300

1,095,488

CV Therapeutics, Inc. (a)

13,205

934,254

Enzon, Inc. (a)

30,000

1,861,875

Forest Laboratories, Inc. (a)

20,370

2,706,664

Genzyme Corp. - General Division (a)

131,404

11,818,147

Gilead Sciences, Inc. (a)

30,010

2,488,954

IDEC Pharmaceuticals Corp. (a)

22,900

4,340,981

ImClone Systems, Inc. (a)

127,900

5,627,600

Incyte Genomics, Inc. (a)

9,100

226,363

Inspire Pharmaceuticals, Inc.

13,800

359,663

Intermune Pharmaceuticals, Inc.

47,300

2,110,763

Inverness Medical Technology, Inc. (a)

13,200

513,975

IVAX Corp. (a)

23,200

888,560

King Pharmaceuticals, Inc. (a)

45,500

2,351,781

KV Pharmaceutical Co. Class A (a)

42,700

1,067,500

Medarex, Inc. (a)

16,200

660,150

Millennium Pharmaceuticals, Inc. (a)

106,124

6,566,423

Mylan Laboratories, Inc.

47,900

1,206,481

Myriad Genetics, Inc. (a)

5,500

455,125

Noven Pharmaceuticals, Inc. (a)

500

18,688

PRAECIS Pharmaceuticals, Inc.

35,900

1,050,075

Protein Design Labs, Inc. (a)

12,220

1,061,613

QLT, Inc. (a)

45,300

1,270,588

Schering-Plough Corp.

17,200

976,100

Sepracor, Inc. (a)

57,060

4,571,933

Shire Pharmaceuticals Group
PLC ADR (a)

17,100

787,669

Sigma-Aldrich Corp.

81,800

3,215,763

Teva Pharmaceutical Industries Ltd. sponsored ADR

69,600

5,098,200

Titan Pharmaceuticals, Inc. (a)

10,800

381,996

United Therapeutics Corp. (a)(c)

8,600

126,850

Vertex Pharmaceuticals, Inc. (a)

36,800

2,631,200

96,783,272

Medical Equipment & Supplies - 3.1%

Abbott Laboratories

15,800

765,313

AmeriSource Health Corp. Class A (a)

60,000

3,030,000

Apogent Technologies, Inc.

7,130

146,165

Biomet, Inc.

74,100

2,940,844

Cardinal Health, Inc.

64,900

6,465,663

Shares

Value (Note 1)

Cygnus, Inc. (a)

19,800

$ 96,525

McKesson HBOC, Inc.

81,500

2,925,035

Medtronic, Inc.

22,800

1,376,550

Novoste Corp. (a)

60,200

1,655,500

Priority Healthcare Corp. Class B (a)

52,200

2,130,413

St. Jude Medical, Inc. (a)

70,700

4,343,631

Steris Corp. (a)

25,700

414,413

Stryker Corp.

46,600

2,357,494

Sybron Dental Specialties, Inc. (a)

16,943

285,919

28,933,465

Medical Facilities Management - 5.7%

AmeriPath, Inc. (a)

97,300

2,432,500

Express Scripts, Inc. Class A (a)

69,580

7,114,555

HCA - The Healthcare Co.

86,800

3,820,068

Health Management Associates, Inc. Class A (a)

168,400

3,494,300

HEALTHSOUTH Corp. (a)

187,400

3,056,963

Laboratory Corp. of America Holdings (a)

4,800

844,800

Lifepoint Hospitals, Inc. (a)

47,200

2,365,900

Lincare Holdings, Inc. (a)

19,900

1,135,544

Oxford Health Plans, Inc. (a)

160,900

6,355,550

Quest Diagnostics, Inc. (a)

14,800

2,101,600

Tenet Healthcare Corp.

69,000

3,066,188

Trigon Healthcare, Inc. (a)

97,470

7,584,384

UnitedHealth Group, Inc.

112,800

6,923,100

Wellpoint Health Networks, Inc. (a)

27,200

3,134,800

53,430,252

TOTAL HEALTH

179,146,989

HOLDING COMPANIES - 0.0%

Leucadia National Corp.

12,500

442,969

INDUSTRIAL MACHINERY & EQUIPMENT - 2.2%

Electrical Equipment - 0.2%

L-3 Communications Holdings, Inc. (a)

11,600

893,200

Powerwave Technologies, Inc. (a)

4,900

286,650

Research in Motion Ltd. (a)

7,000

562,633

Vyyo, Inc.

13,800

84,525

1,827,008

Industrial Machinery & Equipment - 1.0%

CUNO, Inc. (a)

2,300

61,669

Deere & Co.

42,100

1,928,706

Mettler-Toledo International, Inc. (a)

89,400

4,861,125

Parker-Hannifin Corp.

44,200

1,950,325

Tennant Co.

18,800

902,400

9,704,225

Pollution Control - 1.0%

Allied Waste Industries, Inc. (a)

142,100

2,069,331

Republic Services, Inc. (a)

117,600

2,021,250

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Pollution Control - continued

Waste Connections, Inc. (a)

77,500

$ 2,562,344

Waste Management, Inc.

83,100

2,306,025

8,958,950

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

20,490,183

MEDIA & LEISURE - 1.6%

Broadcasting - 0.3%

Pegasus Communications Corp. (a)

25,590

658,943

Radio One, Inc. Class A (a)

13,970

149,304

Univision Communications, Inc.
Class A (a)

37,660

1,541,706

2,349,953

Entertainment - 0.1%

Park Place Entertainment Corp. (a)

48,400

577,775

Six Flags, Inc. (a)

35,200

605,000

1,182,775

Leisure Durables & Toys - 0.1%

Mattel, Inc.

92,400

1,334,256

Lodging & Gaming - 0.3%

International Game Technology (a)

52,700

2,529,600

Publishing - 0.0%

Reader's Digest Association, Inc.
Class A (non-vtg.)

3,360

131,460

Restaurants - 0.8%

Brinker International, Inc. (a)

76,200

3,219,450

Jack in the Box, Inc. (a)

104,280

3,069,742

Tricon Global Restaurants, Inc. (a)

48,000

1,584,000

7,873,192

TOTAL MEDIA & LEISURE

15,401,236

NONDURABLES - 4.8%

Agriculture - 0.2%

Delta & Pine Land Co.

4,900

102,594

Nutreco Holding NV

40,424

2,155,180

2,257,774

Beverages - 0.6%

Adolph Coors Co. Class B

23,100

1,855,219

Anheuser-Busch Companies, Inc.

27,700

1,260,350

Pepsi Bottling Group, Inc.

55,700

2,224,519

5,340,088

Foods - 2.7%

Archer-Daniels-Midland Co.

256,000

3,840,000

ConAgra Foods, Inc.

33,100

860,600

Flowers Industries, Inc.

216,500

3,409,875

H.J. Heinz Co.

37,200

1,764,675

Keebler Foods Co.

35,940

1,489,264

McCormick & Co., Inc. (non-vtg.)

41,300

1,489,381

PepsiCo, Inc.

63,100

3,127,394

Shares

Value (Note 1)

Sysco Corp.

222,200

$ 6,666,000

Wm. Wrigley Jr. Co.

35,300

3,382,181

26,029,370

Household Products - 0.1%

Colgate-Palmolive Co.

13,100

845,605

Tobacco - 1.2%

Philip Morris Companies, Inc.

125,300

5,513,200

RJ Reynolds Tobacco Holdings, Inc.

118,600

5,781,750

11,294,950

TOTAL NONDURABLES

45,767,787

PRECIOUS METALS - 1.9%

Agnico-Eagle Mines Ltd.

30,630

183,878

Barrick Gold Corp.

281,940

4,628,164

Meridian Gold, Inc. (a)

146,300

995,371

Newmont Mining Corp.

233,080

3,976,928

Placer Dome, Inc.

288,000

2,775,880

Stillwater Mining Co. (a)

138,420

5,446,827

TOTAL PRECIOUS METALS

18,007,048

RETAIL & WHOLESALE - 1.2%

Apparel Stores - 0.1%

Venator Group, Inc. (a)

81,200

1,258,600

Drug Stores - 0.1%

Walgreen Co.

20,700

865,519

Grocery Stores - 0.9%

Kroger Co. (a)

59,500

1,610,219

Safeway, Inc. (a)

28,700

1,793,750

Whole Foods Market, Inc. (a)

73,430

4,488,409

7,892,378

Retail & Wholesale, Miscellaneous - 0.1%

Alberto-Culver Co. Class B

21,100

903,344

TOTAL RETAIL & WHOLESALE

10,919,841

SERVICES - 1.9%

Advertising - 0.5%

ADVO, Inc. (a)

68,750

3,050,781

DoubleClick, Inc. (a)

74,100

815,100

Omnicom Group, Inc.

15,300

1,267,988

5,133,869

Leasing & Rental - 0.1%

GATX Corp.

11,300

563,588

Services - 1.3%

ACNielsen Corp. (a)

26,400

957,000

Cintas Corp.

175,290

9,323,237

Convergys Corp. (a)

7,400

335,313

Ecolab, Inc.

14,800

639,175

Common Stocks - continued

Shares

Value (Note 1)

SERVICES - continued

Services - continued

National Processing, Inc. (a)

33,900

$ 576,300

Robert Half International, Inc. (a)

15,140

401,210

12,232,235

TOTAL SERVICES

17,929,692

TECHNOLOGY - 6.9%

Communications Equipment - 0.6%

CIENA Corp. (a)

5,220

424,125

Comverse Technology, Inc. (a)

8,750

950,469

Natural MicroSystems Corp. (a)

10,300

101,713

Nokia AB sponsored ADR

77,400

3,366,900

Plantronics, Inc. (a)

18,300

860,100

5,703,307

Computer Services & Software - 4.9%

Affiliated Computer Services, Inc.
Class A (a)

25,320

1,536,607

Avant! Corp. (a)

2,900

53,106

Cadence Design Systems, Inc. (a)

126,620

3,482,050

Cerner Corp. (a)

15,700

726,125

DST Systems, Inc. (a)

31,400

2,103,800

Eclipsys Corp. (a)

59,800

1,465,100

Electronic Arts, Inc. (a)

23,100

984,638

Fiserv, Inc. (a)

43,000

2,039,813

Informix Corp. (a)

37,700

111,922

J.D. Edwards & Co. (a)

61,000

1,086,563

Jack Henry & Associates, Inc.

21,800

1,354,325

Kana Communications, Inc. (a)

104,000

1,196,000

Mentor Graphics Corp. (a)

95,800

2,628,513

PeopleSoft, Inc. (a)

100,100

3,722,469

Polycom, Inc. (a)

32,100

1,033,219

Rational Software Corp. (a)

137,000

5,334,438

SunGard Data Systems, Inc. (a)

103,500

4,877,438

Sybase, Inc. (a)

69,400

1,374,988

Synopsys, Inc. (a)

17,400

825,413

The BISYS Group, Inc. (a)

133,100

6,937,838

webMethods, Inc.

40,700

3,619,756

46,494,121

Computers & Office Equipment - 0.2%

FileNET Corp. (a)

47,400

1,291,650

Juniper Networks, Inc. (a)

3,060

385,751

Network Appliance, Inc. (a)

80

5,135

Quantum Corp. - Hard Disk Drive Group (a)

700

5,600

1,688,136

Electronic Instruments - 1.1%

Applera Corp. -
Applied Biosystems Group

8,610

809,878

Thermo Electron Corp. (a)

76,200

2,266,950

Shares

Value (Note 1)

Varian, Inc. (a)

14,450

$ 489,494

Waters Corp. (a)

79,820

6,664,970

10,231,292

Electronics - 0.1%

MIPS Technologies, Inc.:

Class A (a)

7,600

202,825

Class B (a)

100

2,548

NVIDIA Corp. (a)

6,900

226,083

TriQuint Semiconductor, Inc.

21,400

934,913

1,366,369

TOTAL TECHNOLOGY

65,483,225

TRANSPORTATION - 2.8%

Air Transportation - 0.9%

Atlantic Coast Airlines Holdings, Inc. (a)

37,000

1,512,375

Continental Airlines, Inc. Class B (a)

10,100

521,413

Northwest Airlines Corp. (a)

18,000

542,250

SkyWest, Inc.

14,200

408,250

Southwest Airlines Co.

175,550

5,886,192

8,870,480

Railroads - 0.8%

Burlington Northern Santa Fe Corp.

31,640

895,808

Canadian National Railway Co.

52,000

1,538,287

CSX Corp.

65,600

1,701,500

Norfolk Southern Corp.

59,800

796,088

Union Pacific Corp.

53,350

2,707,513

7,639,196

Shipping - 0.2%

OMI Corp. (a)

14,300

92,056

Teekay Shipping Corp.

33,900

1,288,200

1,380,256

Trucking & Freight - 0.9%

C.H. Robinson Worldwide, Inc.

53,950

1,696,053

Expeditors International of
Washington, Inc.

65,300

3,505,794

Forward Air Corp. (a)

35,385

1,320,303

Landstar System, Inc. (a)

18,800

1,042,225

United Parcel Service, Inc. Class B

13,500

793,969

8,358,344

TOTAL TRANSPORTATION

26,248,276

UTILITIES - 8.1%

Cellular - 0.4%

ALLTEL Corp.

37,200

2,322,675

QUALCOMM, Inc. (a)

13,500

1,109,531

Telephone & Data Systems, Inc.

3,302

297,180

3,729,386

Electric Utility - 6.6%

AES Corp. (a)

57,260

3,170,773

Allegheny Energy, Inc.

72,600

3,498,413

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Electric Utility - continued

Ameren Corp.

66,100

$ 3,061,256

American Electric Power Co., Inc.

97,000

4,510,500

Calpine Corp. (a)

61,680

2,779,455

Cinergy Corp.

21,600

758,700

Citizens Communications Co. (a)

46,000

603,750

Constellation Energy Corp.

15,800

711,988

DPL, Inc.

172,600

5,728,163

Duke Energy Corp.

40,700

3,469,675

Exelon Corp.

78,800

5,532,548

IPALCO Enterprises, Inc.

64,180

1,552,354

NiSource, Inc.

81,670

2,511,353

NRG Energy, Inc.

36,500

1,015,156

NSTAR Companies

37,800

1,620,675

Public Service Enterprise Group, Inc.

58,200

2,829,975

Reliant Energy, Inc.

46,000

1,992,375

SCANA Corp.

97,900

2,894,169

Southern Co.

163,300

5,429,725

Southern Energy, Inc.

46,500

1,316,531

TECO Energy, Inc.

12,900

417,638

TNPC, Inc.

39,600

388,575

TXU Corp.

43,400

1,923,163

Utilicorp United, Inc.

46,100

1,429,100

XCEL Energy, Inc.

121,900

3,542,719

62,688,729

Gas - 1.0%

Dynegy, Inc. Class A

36,194

2,029,126

Equitable Resources, Inc.

40,300

2,690,025

Kinder Morgan, Inc.

58,680

3,062,362

Questar Corp.

51,600

1,551,225

9,332,738

Telephone Services - 0.1%

CenturyTel, Inc.

21,900

782,925

TOTAL UTILITIES

76,533,778

TOTAL COMMON STOCKS

(Cost $725,990,466)

832,849,219

Convertible Preferred Stocks - 0.0%

FINANCE - 0.0%

Credit & Other Finance - 0.0%

Southern Energy, Inc. Series A, $3.125

2,600

161,200

UTILITIES - 0.0%

Electric Utility - 0.0%

NiSource, Inc. $2.60 SAILS

1,037

2,852

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $132,074)

164,052

U.S. Treasury Obligations - 1.0%

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

U.S. Treasury Bills, yield at date of purchase 6% to 6.26% 1/11/01 to 3/1/01

-

$ 1,300,000

$ 1,295,044

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

5,700,000

6,199,662

6.25% 5/15/30

Aaa

1,600,000

1,784,992

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $9,289,564)

9,279,698

Cash Equivalents - 12.6%

Shares

Fidelity Cash Central Fund,
6.53% (b)

116,410,166

116,410,166

Fidelity Securities Lending
Cash Central Fund, 6.61% (b)

2,696,400

2,696,400

TOTAL CASH EQUIVALENTS

(Cost $119,106,566)

119,106,566

TOTAL INVESTMENT PORTFOLIO - 101.7%

(Cost $854,518,670)

961,399,535

NET OTHER ASSETS - (1.7)%

(16,393,062)

NET ASSETS - 100%

$ 945,006,473

Security Type Abbreviations

SAILS

-

Stock Appreciation Income Linked Securities

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

United Therapeutics Corp.

7/13/00

$ 946,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,544,918,419 and $801,530,552.

The market value of futures contracts opened and closed during the period amounted to $81,165,819 and $80,735,402, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $65,222 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $126,850 or 0.0% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $2,571,956. The fund received cash collateral of $2,696,400 which was invested in cash equivalents.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $860,273,593. Net unrealized appreciation aggregated $101,125,942, of which $119,743,433 related to appreciated investment securities and $18,617,491 related to depreciated investment securities.

The fund hereby designates approximately $9,000 as a capital gain dividend for the purpose of the dividend paid deduction.

The fund intends to elect to defer to its fiscal year ending December 31, 2001 approximately $17,195,000 of losses recognized during the period November 1, 2000 to December 31, 2000.

At December 31, 2000, the fund had a capital loss carryforward of approximately $15,428,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $854,518,670) -
See accompanying schedule

$ 961,399,535

Cash

182,113

Receivable for investments sold

4,653,564

Receivable for fund shares sold

5,536,222

Dividends receivable

562,277

Interest receivable

859,941

Other receivables

4,060

Total assets

973,197,712

Liabilities

Payable for investments purchased

$ 24,546,560

Payable for fund shares redeemed

469,612

Accrued management fee

416,487

Distribution fees payable

35,459

Other payables and
accrued expenses

26,721

Collateral on securities loaned,
at value

2,696,400

Total liabilities

28,191,239

Net Assets

$ 945,006,473

Net Assets consist of:

Paid in capital

$ 877,368,530

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(39,241,905)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

106,879,848

Net Assets

$ 945,006,473

Initial Class:
Net Asset Value, offering price
and redemption price per share ($589,026,129
÷ 29,077,661 shares)

$20.26

Service Class:
Net Asset Value, offering price
and redemption price per share ($282,941,175
÷ 13,990,275 shares)

$20.22

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($73,039,169
÷ 3,615,337 shares)

$20.20

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 2,432,926

Interest

3,643,910

Security lending

75,614

Total income

6,152,450

Expenses

Management fee

$ 2,074,517

Transfer agent fees

264,159

Distribution fees

201,060

Accounting and security lending fees

129,548

Non-interested trustees' compensation

1,054

Custodian fees and expenses

115,950

Audit

21,126

Legal

2,847

Reports to shareholders

49,812

Miscellaneous

640

Total expenses before reductions

2,860,713

Expense reductions

(171,361)

2,689,352

Net investment income

3,463,098

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(38,442,549)

Foreign currency transactions

(9,867)

Futures contracts

(642,798)

(39,095,214)

Change in net unrealized appreciation (depreciation) on:

Investment securities

102,517,280

Assets and liabilities in
foreign currencies

(937)

Futures contracts

(12,194)

102,504,149

Net gain (loss)

63,408,935

Net increase (decrease) in net assets resulting from operations

$ 66,872,033

Other Information

Expense reductions
Directed brokerage arrangements

$ 169,031

Custodian credits

2,330

$ 171,361

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income (loss)

$ 3,463,098

$ (3,279)

Net realized gain (loss)

(39,095,214)

139,917

Change in net unrealized appreciation (depreciation)

102,504,149

4,343,490

Net increase (decrease) in net assets resulting from operations

66,872,033

4,480,128

Distributions to shareholders
From net investment income

(3,490,324)

-

From net realized gain

-

(139,917)

In excess of net realized gain

(131,105)

(32,523)

Total distributions

(3,621,429)

(172,440)

Share transactions - net increase (decrease)

854,104,079

22,312,614

Total increase (decrease) in net assets

917,354,683

26,620,302

Net Assets

Beginning of period

27,651,790

1,031,488

End of period

$ 945,006,473

$ 27,651,790

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

30,056,800

$ 574,378,689

67,742

$ 873,931

Reinvested

114,222

2,311,193

755

10,914

Redeemed

(1,207,719)

(23,158,134)

(4,140)

(54,766)

Net increase (decrease)

28,963,303

$ 553,531,748

64,357

$ 830,079

Service Class
Sold

13,897,441

$ 261,436,662

1,749,215

$ 22,631,585

Reinvested

55,437

1,095,062

11,186

161,526

Redeemed

(1,662,521)

(31,588,706)

(110,484)

(1,310,576)

Net increase (decrease)

12,290,357

$ 230,943,018

1,649,917

$ 21,482,535

Service Class 2 A
Sold

3,839,632

$ 73,663,061

Reinvested

10,659

215,174

Redeemed

(234,954)

(4,248,922)

Net increase (decrease)

3,615,337

$ 69,629,313

Distributions

From net investment income
Initial Class

$ 2,302,727

$ -

Service Class

973,094

-

Service Class 2 A

214,503

-

Total

$ 3,490,324

$ -

From net realized gain
Initial Class

$ -

$ 8,856

Service Class

-

131,061

Service Class 2 A

-

-

Total

$ -

$ 139,917

In excess of net realized gain
Initial Class

$ 8,466

$ 2,058

Service Class

121,968

30,465

Service Class 2 A

671

-

Total

$ 131,105

$ 32,523

$ 3,621,429

$ 172,440

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998 E

Selected Per-Share Data

Net asset value, beginning of period

$ 15.25

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.19

.00

.00

Net realized and unrealized gain (loss)

4.95

5.05

.31

Total from investment operations

5.14

5.05

.31

Less Distributions

From net investment income

(.08)

-

-

From net realized gain

-

(.09)

-

In excess of net realized gain

(.05)

(.02)

-

Total distributions

(.13)

(.11)

-

Net asset value, end of period

$ 20.26

$ 15.25

$ 10.31

Total Return B, C

33.78%

49.04%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 589,026

$ 1,744

$ 516

Ratio of expenses to average net assets

.74%

1.00% G

1.00% A, G

Ratio of expenses to average net assets after expense reductions

.69% H

.97% H

1.00% A

Ratio of net investment income (loss) to average net assets

1.01%

.01%

(.27)% A

Portfolio turnover rate

245%

163%

125% A

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998 F

Selected Per-Share Data

Net asset value, beginning of period

$ 15.24

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.17

(.01)

.00

Net realized and unrealized gain (loss)

4.93

5.05

.31

Total from investment operations

5.10

5.04

.31

Less Distributions

From net investment income

(.07)

-

-

From net realized gain

-

(.09)

-

In excess of net realized gain

(.05)

(.02)

-

Total distributions

(.12)

(.11)

-

Net asset value, end of period

$ 20.22

$ 15.24

$ 10.31

Total Return B, C

33.54%

48.94%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 282,941

$ 25,908

$ 516

Ratio of expenses to average net assets

.84%

1.10% G

1.10% A, G

Ratio of expenses to average net assets after expense reductions

.79% H

1.07% H

1.10% A

Ratio of net investment income (loss) to average net assets

.92%

(.09)%

(.35)% A

Portfolio turnover rate

245%

163%

125% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period December 28, 1998 (commencement of sale of Initial Class shares) to December 31,1998.

F For the period December 28, 1998 (commencement of sale of Service Class shares) to December 31, 1998.

G FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

H FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 14.82

Income from Investment Operations

Net investment income D

.14

Net realized and unrealized gain (loss)

5.35

Total from investment operations

5.49

Less Distributions

From net investment income

(.06)

In excess of net realized gain

(.05)

Total distributions

(.11)

Net asset value, end of period

$ 20.20

Total Return B, C

37.12%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 73,039

Ratio of expenses to average net assets

.99% A

Ratio of expenses to average net assets after expense reductions

.94% A, F

Ratio of net investment income to average net assets

.76% A

Portfolio turnover rate

245%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Performance

Fidelity Variable Insurance Products: Money Market Portfolio - Service Class

To measure a money market fund's performance, you can look at either total return or yield. Total return reflects the change in value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). Yield measures the income paid by a fund. Since a money market fund tries to maintain a $1 share price, yield is an important measure of performance. The initial offering of Service Class shares took place on July 7, 2000. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to July 7, 2000 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class' 12b-1 fee been reflected, returns and yields prior to July 7, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Money Market -
Service Class

6.15%

5.54%

5.10%

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had achieved that return by performing at a constant rate each year.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

A money market fund's total returns and yields will vary, and reflect past results rather than predict future performance.

Yield

1/3/01 9/27/00 6/28/00 3/29/00 12/29/99


Fidelity VIP:
Money Market -
Service Class
6.25% 6.35% 6.41% 5.78% 5.72%


MMDA 2.11% 2.11% 2.11% 2.04% 2.07%

Yield refers to the income paid by the fund over a given period. Yields for money market funds are usually for seven-day periods, expressed as annual percentage rates. A yield that assumes income earned is reinvested or compounded is called an effective yield. The chart above shows the fund's current seven-day yield at quarterly intervals over the past year. You can compare these yields to the bank money market deposit account (MMDA) average. The MMDA average is supplied by BANK RATE MONITOR.(TM)


Comparing Performance

There are some important differences between a bank money market deposit account (MMDA) and a money market fund. First, the U.S. government neither insures nor guarantees a money market fund. In fact, there is no assurance that a money market fund will maintain a $1 share price. Second, a money market fund returns to its shareholders income earned by the fund's investments after expenses. This is in contrast to banks, which set their MMDA rates periodically based on current interest rates, competitors' rates, and internal criteria.

3

Annual Report

Fidelity Variable Insurance Products: Money Market Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Robert Duby,
Portfolio Manager
of Money Market Portfolio

Q. Bob, what was the investment environment like during the 12 months that ended December 31, 2000?

A. During the first six months of 2000, interest rates rose due to robust economic growth exhibited in part by the lowest unemployment rate in about 30 years. The Federal Reserve Board raised short-term interest rates three times in an attempt to slow economic growth and subdue inflationary pressures. That backdrop changed in the second half of 2000, with the market anticipating that interest rates would be lower in the coming year.

Q. What caused market sentiment to change?

A. Labor markets remained tight, but pressure there began to ease. The unemployment rate ticked up to 4% in November from a 30-year low of 3.9% in April. Further, initial jobless claims trended consistently higher during the period and layoff announcements became more prevalent, suggesting that some slack in the labor market might be building. Most major stock markets tumbled in 2000, with the technology-laden NASDAQ Composite Index experiencing the sharpest pullback. Consumer demand softened in turn, dampening the wealth effect seen in the late '90s. In that scenario, ever-rising asset prices boosted personal demand - a significant component of gross domestic product (GDP) - during the economic boom of the late '90s. Businesses also invested less; tighter credit made it harder for some companies to borrow enough to sustain their capital spending.

Q. How did this backdrop influence economic growth?

A. Overall, annualized GDP slowed to 2.2% in the third quarter of 2000. Most preliminary fourth quarter estimates also call for less than 3% growth, well below the pace set at the beginning of 2000. Higher energy prices were the main culprit as consumer price inflation increased during the period. With economic growth slowing and a modest inflation outlook, the Federal Reserve Board made no changes to short-term interest rates during the last six months of 2000. However, the Fed did maintain a bias toward raising rates to cool growth until their final meeting of the year on December 19, 2000. At that time, the Fed switched to a bias toward lowering rates. It cited tightening financial conditions, deteriorating consumer sentiment and weaker demand as key reasons for the bias change.

Q. What was your strategy with the fund?

A. I sought to capitalize on market uncertainty regarding future Fed interest-rate policy while maintaining adequate portfolio liquidity. The incremental yield from investing in longer-term instruments was not sufficient to justify the increased risk they carried in an uncertain credit environment. Our strategy was to err on the side of caution, because economic weakness or a possible sudden, screeching halt of the economy concerned us. Therefore, even though the Fed was primed to ease rates in the latter part of the period, we kept most investments in the six-month and under range, looking to protect the fund's net asset value instead of reaching for yield.

Q. What's your outlook?

A. The market is currently pricing in significant Fed rate cuts early in 2001. Speculation is rampant that there may be a credit problem lurking in the wings similar to those the market experienced in fall 1998. The economy has clearly slowed, with consumer confidence continuing to deteriorate due to plunging stock prices, layoff announcements, and higher heating and fuel costs. This last item has caused inflation to tick up a bit recently. Going forward, our focus on credit quality will be very important within this type of environment.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: income and share-price stability by investing in high-quality, short-term investments

Start date: April 1, 1982

Size: as of December 31, 2000, more than $2.2 billion

Manager: Robert Duby, since 1997; joined Fidelity in 1982

3

Annual Report

Fidelity Variable Insurance Products: Money Market Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Certificates of Deposit - 31.8%

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

Domestic Certificates Of Deposit - 0.4%

U.S. Bank NA, Minnesota

1/2/01

6.72% (b)

$ 10,000,000

$ 10,000,000

London Branch, Eurodollar, Foreign Banks - 19.5%

Abbey National Treasury Services PLC

3/1/01

6.64

10,000,000

10,000,000

5/17/01

7.36

25,000,000

25,000,000

Barclays Bank PLC

2/8/01

6.65

20,000,000

20,000,000

2/28/01

6.64

5,000,000

5,000,000

Bayerische Hypo-und Vereinsbank AG

2/7/01

6.63

50,000,000

50,000,000

3/1/01

6.64

10,000,000

10,000,000

Den Danske Corp., Inc.

3/20/01

6.42

25,000,000

25,001,066

Dresdner Bank AG

6/20/01

6.25

25,000,000

25,000,000

Halifax PLC

6/29/01

6.07

25,000,000

25,000,000

ING Bank NV

3/1/01

6.62

40,000,000

40,000,000

3/5/01

6.63

15,000,000

15,000,000

3/20/01

6.61

10,000,000

10,000,000

Nationwide Building Society

2/13/01

6.65

15,000,000

15,000,000

2/14/01

6.70

5,000,000

5,000,000

Norddeutsche Landesbank Girozentrale

2/9/01

6.65

15,000,000

14,999,980

Northern Rock PLC

2/28/01

6.65

25,000,000

25,000,000

Svenska Handelsbanken AB

2/2/01

6.66

15,000,000

15,000,131

Toronto Dominion Bank

2/15/01

6.63

30,000,000

30,000,184

Westdeutsche Landesbank Girozentrale

2/20/01

6.67

25,000,000

25,000,000

2/28/01

6.75

25,000,000

25,000,000

5/2/01

6.64

20,000,000

20,000,000

435,001,361

New York Branch, Yankee Dollar, Foreign Banks - 11.9%

Canadian Imperial Bank of Commerce

1/2/01

6.62 (b)

25,000,000

24,993,031

3/19/01

6.42

10,000,000

10,000,000

Commerzbank AG

3/19/01

6.62

15,000,000

15,000,000

Credit Agricole Indosuez

2/20/01

6.63

10,000,000

10,000,000

2/20/01

6.64

25,000,000

25,000,000

Merita Bank PLC

2/20/01

6.63

5,000,000

5,000,000

3/12/01

6.70

15,000,000

15,000,000

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

National Bank of Canada

2/27/01

6.65%

$ 5,000,000

$ 5,000,000

Norddeutsche Landesbank Girozentrale

2/8/01

6.75

10,000,000

9,999,506

5/8/01

7.15

25,000,000

24,998,356

Royal Bank of Canada

1/2/01

6.62 (b)

25,000,000

24,994,516

5/3/01

7.10

25,000,000

24,997,629

Societe Generale

1/22/01

6.59 (b)

10,000,000

9,996,397

1/29/01

6.58 (b)

10,000,000

9,998,279

Svenska Handelsbanken AB

5/2/01

7.00

35,000,000

34,997,803

Toronto Dominion Bank

3/1/01

6.62

15,000,000

15,000,000

264,975,517

TOTAL CERTIFICATES OF DEPOSIT

709,976,878

Commercial Paper - 53.8%

Amsterdam Funding Corp.

1/24/01

6.67

10,000,000

9,957,769

Aspen Funding Corp.

2/15/01

6.53

10,135,000

10,053,160

Asset Securitization Coop. Corp.

1/29/01

6.58 (b)

20,000,000

19,999,691

Associates Corp. of North America

2/8/01

6.66

5,000,000

4,965,378

2/16/01

6.70

10,000,000

9,916,561

Associates First Capital BV

3/1/01

6.66

5,000,000

4,946,572

AT&T Corp.

1/19/01

6.73 (b)

10,000,000

10,000,000

2/22/01

6.70

20,000,000

19,812,222

3/5/01

7.23

5,000,000

4,937,875

3/8/01

7.25

5,000,000

4,934,733

CBA Finance, Inc.

2/21/01

6.57

16,000,000

15,851,987

Centric Capital Corp.

1/16/01

6.68

27,500,000

27,423,802

1/30/01

6.65

10,000,000

9,946,994

1/31/01

6.68

5,000,000

4,972,583

2/20/01

6.50

14,400,000

14,271,400

Citibank Credit Card Master Trust I (Dakota Certificate Program)

1/24/01

6.68

5,000,000

4,978,981

Citicorp

2/6/01

6.65

100,000,000

99,344,003

ConAgra Foods, Inc.

1/29/01

7.14

5,000,000

4,972,583

1/29/01

7.48

5,000,000

4,971,222

Commercial Paper - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

ConAgra Foods, Inc. - continued

1/30/01

7.52%

$ 5,000,000

$ 4,969,993

Corporate Receivables Corp.

2/23/01

6.65

25,000,000

24,759,292

CXC, Inc.

2/6/01

6.64

25,000,000

24,836,750

2/13/01

6.65

10,000,000

9,921,883

2/20/01

6.65

10,000,000

9,909,306

2/21/01

6.57

10,000,000

9,907,350

Daimler-Chrysler North America Holding Corp.

3/2/01

6.71

5,000,000

4,945,917

3/5/01

6.71

35,000,000

34,602,181

Deutsche Bank Financial, Inc.

2/15/01

6.63

50,000,000

49,592,500

Dominion Resources, Inc.

1/29/01

7.52

5,000,000

4,971,028

Enterprise Funding Corp.

1/29/01

6.64

25,717,000

25,585,386

2/15/01

6.71

11,000,000

10,909,250

2/22/01

6.66

15,000,000

14,858,083

2/27/01

6.64

23,989,000

23,740,974

Falcon Asset Securitization Corp.

1/22/01

6.71

17,846,000

17,776,981

Fleet Funding Corp.

1/31/01

6.68

11,148,000

11,086,593

GE Capital International Funding, Inc.

2/7/01

6.65

10,000,000

9,932,681

2/8/01

6.67

5,000,000

4,965,747

2/9/01

6.63

25,000,000

24,823,417

General Electric Capital Corp.

2/26/01

6.71

25,000,000

24,747,222

3/12/01

6.64

25,000,000

24,685,972

General Electric Capital Services, Inc.

3/19/01

6.40

5,000,000

4,932,625

General Motors Acceptance Corp.

2/14/01

6.60

50,000,000

49,605,222

2/20/01

6.64

5,000,000

4,954,653

3/1/01

6.64

10,000,000

9,893,144

Heller Financial, Inc.

1/30/01

7.50

2,000,000

1,988,046

1/31/01

7.50

5,000,000

4,969,083

Household Finance Corp.

3/14/01

6.42

5,000,000

4,936,800

ING America Insurance Holdings, Inc.

2/7/01

6.65

25,000,000

24,831,958

Jupiter Securitization Corp.

1/17/01

6.52

8,873,000

8,846,578

1/18/01

6.71

5,000,000

4,984,251

1/25/01

6.74

5,000,000

4,977,767

2/7/01

6.66

5,172,000

5,137,182

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

Kitty Hawk Funding Corp.

1/16/01

6.64%

$ 50,592,000

$ 50,452,872

1/22/01

6.65

31,528,000

31,406,433

Lehman Brothers Holdings, Inc.

1/2/01

6.90 (b)

14,000,000

14,000,000

Lower Colorado River Auth. Rev.

2/7/01

6.48

10,000,000

10,000,000

New Center Asset Trust

2/16/01

6.65

5,000,000

4,958,281

2/20/01

6.65

5,000,000

4,954,583

2/26/01

6.65

10,000,000

9,898,422

Newport Funding Corp.

1/2/01

7.14

12,596,000

12,593,505

PHH Corp.

1/31/01

7.78

5,000,000

4,967,917

Phillips Petroleum Co.

2/21/01

6.98

5,000,000

4,950,913

Preferred Receivables Funding Corp.

1/22/01

6.70

25,000,000

24,903,458

3/19/01

6.72

21,160,000

20,866,270

Qwest Capital Funding, Inc.

1/26/01

7.14

2,000,000

1,990,208

Sears Roebuck Acceptance Corp.

2/14/01

7.16

5,000,000

4,956,917

2/15/01

7.12

2,000,000

1,982,500

Societe Generale NA

2/20/01

6.64

4,500,000

4,459,219

Tyco International Group SA

1/29/01

7.02

5,000,000

4,973,167

1/31/01

7.35

5,000,000

4,969,750

2/13/01

7.45

5,000,000

4,956,104

UBS Finance, Inc.

3/26/01

6.62

25,000,000

24,622,583

3/30/01

6.62

25,000,000

24,604,611

5/25/01

6.61

25,000,000

24,361,000

Variable Funding Capital Corp.

1/12/01

6.69 (b)

5,000,000

5,000,000

2/7/01

6.63

20,000,000

19,865,361

2/13/01

6.65

5,000,000

4,960,942

2/20/01

6.65

10,000,000

9,909,028

Windmill Funding Corp.

1/22/01

6.64

50,000,000

49,807,500

3/20/01

6.37

25,000,000

24,660,375

WorldCom, Inc.

2/1/01

7.05

5,000,000

4,970,141

TOTAL COMMERCIAL PAPER

1,202,845,391

Bank Notes - 2.7%

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

American Express Centurion Bank

1/12/01

6.68% (b)

$ 25,000,000

$ 24,996,500

Bank One NA, Chicago

1/2/01

6.63 (b)

20,000,000

19,997,207

5/2/01

6.64

15,000,000

15,000,000

TOTAL BANK NOTES

59,993,707

Master Notes - 0.4%

Goldman Sachs Group, Inc.

2/15/01

6.72 (c)

10,000,000

10,000,000

Medium-Term Notes - 3.1%

Associates Corp. of North America

3/29/01

6.44 (b)

25,000,000

25,000,000

CIESCO LP

1/15/01

6.68 (b)

5,000,000

5,000,000

CIT Group, Inc.

1/2/01

6.61 (b)

10,000,000

9,997,886

General Motors Acceptance Corp.

1/28/01

6.59 (b)

10,000,000

9,998,075

General Motors Acceptance Corp. Mortgage Credit

1/2/01

6.87

10,000,000

9,998,103

Merrill Lynch & Co., Inc.

1/3/01

6.77 (b)

10,000,000

9,999,748

TOTAL MEDIUM-TERM NOTES

69,993,812

Short-Term Notes - 4.9%

GE Life & Annuity Assurance Co.

1/2/01

6.88 (b)(c)

15,000,000

15,000,000

Jackson National Life Insurance Co.

1/1/01

6.97 (b)(c)

7,000,000

7,000,000

Monumental Life Insurance Co.

1/1/01

6.96 (b)(c)

5,000,000

5,000,000

1/1/01

6.99 (b)(c)

5,000,000

5,000,000

New York Life Insurance Co.

3/1/01

6.82 (b)(c)

5,000,000

5,000,000

4/1/01

6.62 (b)(c)

15,000,000

15,000,000

RACERS Series 00 10MM,

1/22/01

6.67 (a)(b)

10,000,000

10,000,000

Strategic Money Market Trust Series 2000 A,

1/13/01

6.73 (b)(c)

17,000,000

17,000,000

Strategic Money Market Trust Series 2000 E,

1/16/01

6.73 (a)(b)

5,000,000

5,000,000

Strategic Money Market Trust Series 2000 M,

3/13/01

6.58 (b)(c)

15,000,000

15,000,000

Transamerica Occidental Life Insurance Co.

2/1/01

6.93 (b)(c)

10,000,000

10,000,000

TOTAL SHORT-TERM NOTES

109,000,000

Repurchase Agreements - 1.7%

Maturity Amount

Value
(Note 1)

In a joint trading account
(U.S. Government Obligations) dated 12/29/00 due 1/2/01 At 6.49%

$ 63,045

$ 63,000

With Lehman Commercial Paper, Inc.
At 6.85%, dated 12/29/00 due 1/2/01 (Commercial Paper Obligations) (principal amount $37,740,000) 0%, 4/10/01 - 5/8/01

37,028,161

37,000,000

TOTAL REPURCHASE AGREEMENTS

37,063,000

TOTAL INVESTMENT
PORTFOLIO - 98.4%

2,198,872,788

NET OTHER ASSETS - 1.6%

34,680,000

NET ASSETS - 100%

$ 2,233,552,788

Total Cost for Income Tax Purposes $ 2,198,872,788

Legend

(a) 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 $15,000,000 or 0.7% of net assets.

(b) The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due dates on these types of securities reflects the next interest rate reset date or, when applicable, the final maturity date.

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Cost

GE Life & Annuity Assurance Co. 6.88%, 1/2/01

4/6/00

$ 15,000,000

Goldman Sachs Group, Inc. 6.72%, 2/15/01

10/19/00

$ 10,000,000

Jackson National Life Insurance Co. 6.97%, 1/1/01

7/6/99

$ 7,000,000

Monumental Life Insurance Co.:
6.96%, 1/1/01

9/17/98

$ 5,000,000

6.99%, 1/1/01

3/12/99

$ 5,000,000

New York Life Insurance Co.:
6.62%, 4/1/01

12/20/00

$ 15,000,000

6.82%, 3/1/01

8/28/00

$ 5,000,000

Strategic Money Market Trust:
Series 2000 A, 6.73%, 1/13/01

9/7/00

$ 17,000,000

Series 2000 M, 6.58%, 3/13/01

12/11/00

$ 15,000,000

Transamerica Occidental Life Insurance Co. 6.93%, 2/1/01

4/28/00

$ 10,000,000

Other Information

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $104,000,000 or 4.7% of net assets.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $8,648,097. The weighted average interest rate was 5.77%. Interest earned from the interfund lending program amounted to $45,488 and is included in interest income on the Statement of Operations.

Income Tax Information

At December 31, 2000, the fund had a capital loss carryforward of approximately $70,000 all of which will expire on December 31, 2007.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Fidelity Variable Insurance Products: Money Market Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value (including repurchase
agreements of $37,063,000) -
See accompanying schedule

$ 2,198,872,788

Receivable for fund shares sold

76,011,777

Interest receivable

13,004,290

Prepaid expenses

75,979

Total assets

2,287,964,834

Liabilities

Payable to custodian bank

$ 165,687

Payable for investments purchased

25,103,155

Payable for fund shares redeemed

27,698,930

Accrued management fee

489,715

Distribution fees payable

43

Other payables and
accrued expenses

954,516

Total liabilities

54,412,046

Net Assets

$ 2,233,552,788

Net Assets consist of:

Paid in capital

$ 2,233,623,091

Accumulated net realized gain (loss) on investments

(70,303)

Net Assets

$ 2,233,552,788

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($2,233,341,839 ÷
2,233,397,081 shares)

$1.00

Service Class:
Net Asset Value, offering price
and redemption price
per share ($103,059 ÷
103,061 shares)

$1.00

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($107,890 ÷
107,893 shares)

$1.00

Statement of Operations

Year ended December 31, 2000

Investment Income

Interest

$ 136,056,007

Expenses

Management fee

$ 5,141,685

Transfer agent fees

1,389,132

Distribution fees

299

Accounting fees and expenses

199,091

Non-interested trustees' compensation

7,142

Custodian fees and expenses

41,144

Registration fees

923

Audit

32,384

Legal

20,154

Miscellaneous

159,265

Total expenses before reductions

6,991,219

Expense reductions

(894)

6,990,325

Net investment income

129,065,682

Net Realized Gain (Loss)
on Investments

31,844

Net increase in net assets
resulting from operations

$ 129,097,526

Other Information

Expense reductions
FMR reimbursement,
Service Class

$ 13

FMR reimbursement,
Service Class 2

357

Custodian credits

524

$ 894

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Money Market Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 129,065,682

$ 89,685,301

Net realized gain (loss)

31,844

(73,427)

Net increase (decrease) in net assets resulting from operations

129,097,526

89,611,874

Distributions to shareholders from net investment income

(129,065,682)

(89,685,301)

Share transactions - net increase (decrease)

294,030,275

432,074,680

Total increase (decrease) in net assets

294,062,119

432,001,253

Net Assets

Beginning of period

1,939,490,669

1,507,489,416

End of period

$ 2,233,552,788

$ 1,939,490,669

Other Information:

Year ended
December 31,
2000

Year ended
December 31,
1999

Share transactions at net asset value of $1.00 per share
Initial Class
Proceeds from sales of shares

$ 5,928,688,982

$ 3,933,097,969

Reinvestment of distributions from net investment income

128,280,587

88,893,196

Cost of shares redeemed

(5,763,150,248)

(3,589,916,485)

Net increase (decrease) in net assets and shares resulting from share transactions

$ 293,819,321

$ 432,074,680

Service Class A
Proceeds from sales of share

$ 100,000

$ -

Reinvestment of distributions from net investment income

3,061

-

Cost of shares redeemed

-

-

Net increase (decrease) in net assets and shares resulting from share transactions

$ 103,061

$ -

Service Class 2 B
Proceeds from sales of share

$ 102,001

$ -

Reinvestment of distributions from net investment income

5,900

-

Cost of shares redeemed

(8)

-

Net increase (decrease) in net assets and shares resulting from share transactions

$ 107,893

$ -

Distributions
From net investment income
Initial Class

$ 129,056,642

$ 89,685,301

Service Class A

3,095

-

Service Class 2 B

5,945

-

Total

$ 129,065,682

$ 89,685,301

A Service Class commenced sale of shares July 7, 2000.

B Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Financial Highlights - Initial class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Income from Investment Operations

Net investment income

.062

.050

.053

.053

.052

Less Distributions

From net investment income

(.062)

(.050)

(.053)

(.053)

(.052)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return B

6.30%

5.17%

5.46%

5.51%

5.41%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,233,342

$ 1,939,491

$ 1,507,489

$ 1,020,794

$ 1,126,155

Ratio of expenses to average net assets

.33%

.27%

.30%

.31%

.30%

Ratio of net investment income to average net assets

6.18%

5.06%

5.33%

5.32%

5.28%

Financial Highlights - Service Class

Years ended December 31,

2000 C

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

Income from Investment Operations

Net investment income

.031

Less Distributions

From net investment income

(.031)

Net asset value, end of period

$ 1.000

Total Return B

3.06%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 103

Ratio of expenses to average net assets

.45% A, D

Ratio of net investment income to average net assets

6.28% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000.

D FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,

2000 C

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

Income from Investment Operations

Net investment income

.058

Less Distributions

From net investment income

(.058)

Net asset value, end of period

$ 1.000

Total Return B

5.89%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 108

Ratio of expenses to average net assets

.60% A, D

Ratio of net investment income to average net assets

5.94% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

D FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Fidelity Variable Insurance Products: Overseas Portfolio - Service Class

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class shares took place on November 3, 1997. Performance for Service Class shares reflects an asset based distribution fee (12b-1 fee), and returns prior to November 3, 1997 are those of Initial Class and do not include the effects of Service Class' 12b-1 fee. Had Service Class shares' 12b-1 fee been reflected, returns prior to November 3, 1997 would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Overseas -
Service Class

-19.18%

10.37%

9.24%

MSCI EAFE

-14.01%

7.31%

8.34%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Morgan Stanley Capital International Europe, Australasia, Far East (EAFE) Index - a market capitalization-weighted index that is designed to represent the performance of developed stock markets outside the United States and Canada. As of December 31, 2000, the index included 1,404 equity securities of companies domiciled in 20 countries. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Foreign investments involve greater risks and potential rewards than U.S. investments. These risks include political and economic uncertainties of foreign countries, as well as the risk of currency fluctuations.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

Many markets around the globe offer the potential for significant growth over time; however, investing in foreign markets means assuming greater risks than investing in the United States. Factors like changes in a country's financial markets, its local political and economic climate, and the fluctuating value of its currency create these risks. For these reasons an international fund's performance may be more volatile than a fund that invests exclusively in the United States.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Overseas Portfolio - Service Class on December 31, 1990. As the chart shows, by December 31, 2000, the value of the investment would have grown to $24,210 - a 142.10% increase on the initial investment. For comparison, look at how the Morgan Stanley Capital International EAFE Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $22,269 - a 122.69% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Nokia AB (Finland)

5.4

TotalFinaElf SA Class B (France)

3.6

Vodafone Group PLC (United Kingdom)

3.3

Sony Corp. (Japan)

2.5

Nikko Securities Co. Ltd. (Japan)

2.3

17.1

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

21.0

Technology

17.2

Utilities

12.6

Health

6.2

Energy

5.8

Top Five Countries as of December 31, 2000

(excluding cash equivalents)

% of fund's
net assets

Japan

24.5

United Kingdom

11.3

France

9.4

Finland

7.6

Netherlands

6.4

Percentages are adjusted for the effect of open futures contracts, if applicable.

Annual Report

Fidelity Variable Insurance Products: Overseas Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Richard Mace,
Portfolio Manager of Overseas Portfolio

Q. How did the fund perform, Rick?

A. For the 12 months that ended December 31, 2000, the fund lagged the -14.01% return of the Morgan Stanley Capital International EAFE Index, which tracks the performance of stocks in Europe, Australasia and the Far East.

Q. Why did the fund underperform its index during the period?

A. Overweighting technology and telecommunications stocks was the biggest factor in our performance relative to the index. After a period of strong performance in late 1999 and early 2000, technology stocks experienced a global correction due to a number of negative trends. Specifically, growing concerns about the potential effect that weakening global economies might have on demand for technology products hurt our holdings in this sector, particularly our positions in South Korea and Japan. An unforeseen oversupply of semiconductors in the marketplace put pressure on stocks of electronic component manufacturers, such as Hyundai Electronics, Samsung Electronics and Kyocera. Turning to telecommunications, rising costs, increasing competitive pricing pressures and higher-than-expected licensing costs for 3G - or third generation - wireless communications bands sent shares of many European and Japanese telephone companies sharply lower. Elsewhere, the fund's overweighting of Japanese financials such as Nikko Securities and Nomura Securities detracted from performance.

Q. What strategies did you employ?

A. I began significantly reducing our overweighted energy holdings near the end of the period as it became clear to me that many of these stocks had reached unsustainable price levels. I took profits, for example, in some integrated oil producers and shipping stocks, such as TotalFinaElf, Teekay Shipping and Overseas Shipholding Group. For most of the period, overweighting energy and energy services stocks benefited performance as energy prices advanced sharply in response to tight supply and higher demand for oil. However, in the fourth quarter of 2000, I positioned the fund to benefit from a decline in oil prices due to my expectations of excess capacity and a slowdown in capital spending. During the past year, I also began increasing the concentration of the fund, eliminating some of the smaller and less attractive holdings to increase our positions in stocks with the greatest potential for growth. Adopting this strategy boosted the weighting of the fund's top-10 positions to roughly 25% of the fund's net assets, from roughly 19% of net assets a year ago.

Q. What factors contributed positively to the fund's relative performance?

A. Having out-of-benchmark positions in several Canadian stocks, many of which were energy companies, enhanced our performance. Our holdings in Talisman Energy, Rio Alto Exploration and Crestar Energy, the last of which I sold off during the period, all made positive contributions to the fund's return. Our out-of-benchmark positions in several strong-performing American pharmaceutical stocks, such as Bristol-Myers Squibb and Schering-Plough, helped as these stocks rose sharply on investors' flight to safety from weakening technology stocks in the latter half of the period. Additionally, several European banks made positive contributions to the fund, such as Royal Bank of Scotland and Lloyds TSB Group.

Q. What were some of the fund's other top performers? Which stocks disappointed?

A. Furukawa, a Japanese company that provides materials and components used in the manufacturing of electronics equipment such as cell phones, was hurt by the sell-off in the technology sector but still managed to stand out as the fund's top performer. TotalFinaElf, the French oil producer, was the fund's second-biggest contributor as investors reacted positively to its acquisition of Elf Aquitane and the rising demand for oil. Investors also rewarded Swiss foods company Nestle as a defensive play when it became clear that several economies were slowing down. On the down side, Kyocera, the fund's largest detractor, suffered from slowing demand for its electronic components products due to excess inventory at its end markets, and Softbank was hurt by the global correction among stocks of Internet and telephone-related companies. Meanwhile, Vodafone and Nippon Telegraph suffered from overall weakness in the telecommunications sector.

Q. What's your outlook, Rick?

A. I'll continue to look for undervalued companies relative to their estimated growth rates by using a combination of fundamental and historical analysis in partnership with our extensive team of international research analysts. While I will continue to monitor country and industry weightings, my focus will be on bottom-up stock selection. Shareholders in the fund should also be aware that the fund is likely to become more concentrated in its largest holdings in the months ahead.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks long-term growth of capital primarily by investments in foreign securities

Start date: January 28, 1987

Size: as of December 31, 2000, more than $2.5 billion

Manager: Richard Mace, since 1996; joined Fidelity in 1987

3

Annual Report

Fidelity Variable Insurance Products: Overseas Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 90.2%

Shares

Value (Note 1)

Australia - 1.5%

BHP Ltd.

676,793

$ 7,167,082

Cable & Wireless Optus Ltd. (a)

4,076,100

8,470,861

News Corp. Ltd.

795,751

6,415,741

News Corp. Ltd. sponsored ADR

467,600

13,589,625

WMC Ltd.

682,300

2,918,595

TOTAL AUSTRALIA

38,561,904

Brazil - 0.2%

Telesp Celular Participacoes SA ADR

197,300

5,327,100

Canada - 3.1%

Alcan Aluminium Ltd.

257,600

8,823,212

Canadian Natural Resources Ltd. (a)

548,300

15,177,728

Nortel Networks Corp.

688,352

22,070,286

Rio Alto Exploration Ltd. (a)

571,300

12,422,879

Talisman Energy, Inc. (a)

508,900

18,890,265

TOTAL CANADA

77,384,370

Denmark - 0.2%

Tele Danmark AS Series B

148,300

6,069,079

Finland - 7.6%

Nokia AB

3,183,101

138,464,866

Sampo-Leonia Insurance Co. Ltd.
(A Shares)

131,100

7,100,655

Sonera Corp.

221,200

4,021,335

UPM-Kymmene Corp.

1,257,700

43,300,438

TOTAL FINLAND

192,887,294

France - 9.4%

Aventis SA

102,760

8,657,530

AXA SA de CV

162,926

23,634,094

BNP Paribas SA

159,240

14,024,637

Castorama Dubois Investissements SA

96,450

25,074,897

Sanofi-Synthelabo SA

254,400

17,013,878

Suez Lyonnaise des Eaux

49,300

9,032,217

Television Francaise 1 SA

113,340

6,138,735

TotalFinaElf SA Class B

626,944

91,141,982

Vivendi Environment (a)

496,000

21,725,135

Vivendi Universal SA

331,300

21,875,969

TOTAL FRANCE

238,319,074

Germany - 3.6%

Allianz AG (Reg.)

53,900

20,237,362

BASF AG

517,700

23,489,981

Bayerische Hypo-und Vereinsbank AG

111,500

6,333,154

Deutsche Lufthansa AG (Reg.)

383,700

9,921,150

K&S AG

271,150

4,597,375

Muenchener Ruekversicherungs-Gesellschaft AG (Reg.)

27,000

9,691,366

Siemens AG

129,900

17,032,415

TOTAL GERMANY

91,302,803

Shares

Value (Note 1)

Hong Kong - 2.5%

China Mobile (Hong Kong) Ltd. (a)

7,410,500

$ 40,201,960

Hutchison Whampoa Ltd.

1,370,600

17,089,228

Johnson Electric Holdings Ltd.

3,368,000

5,181,738

TOTAL HONG KONG

62,472,926

Ireland - 0.5%

Bank of Ireland, Inc.

1,360,338

13,518,458

Italy - 1.8%

Banca Intesa Spa

1,999,446

9,588,278

Olivetti Spa

1,883,500

4,515,244

San Paolo IMI Spa

486,500

7,913,669

Telecom Italia Spa

2,058,124

22,703,684

TOTAL ITALY

44,720,875

Japan - 23.0%

Advantest Corp.

36,400

3,405,439

Asahi Chemical Industry Co. Ltd. (a)

527,000

3,031,967

Canon, Inc.

587,000

20,529,860

Credit Saison Co. Ltd.

397,300

8,493,473

Daiwa Securities Group, Inc.

3,116,000

32,503,175

DDI Corp.

1,067

5,140,483

Fujitsu Ltd.

790,000

11,632,072

Furukawa Electric Co. Ltd.

1,176,000

20,513,422

Hitachi Chemical Co. Ltd.

132,000

3,093,119

Hitachi Zosen Corp. (a)

523,000

397,840

Ito-Yokado Co. Ltd.

367,000

18,290,636

JAFCO Co. Ltd.

58,800

5,398,269

Kyocera Corp.

146,900

15,598,944

Matsushita Electric Industrial Co. Ltd.

504,000

11,781,001

Mitsubishi Electric Corp.

1,064,000

6,540,107

Mitsubishi Estate Co. Ltd. (a)

646,000

6,890,968

Mitsui Fudosan Co. Ltd.

288,000

2,858,092

NEC Corp.

1,308,000

23,902,423

Net One Systems Co. Ltd.

135

3,364,082

NGK Insulators Ltd.

359,000

4,749,209

Nikko Securities Co. Ltd.

7,364,000

56,982,952

Nikon Corp.

326,000

3,483,186

Nintendo Co. Ltd.

54,000

8,494,011

Nippon Telegraph & Telephone Corp.

6,400

46,054,037

Nomura Securities Co. Ltd.

2,960,000

53,185,278

NTT DoCoMo, Inc.

1,096

18,878,378

Oki Electric Industry Co. Ltd. (a)

719,000

3,206,173

Omron Corp.

376,000

7,807,992

ORIX Corp.

105,600

10,581,237

Rohm Co. Ltd.

24,300

4,610,562

Softbank Corp.

211,300

7,334,625

Sony Corp.

891,100

61,931,453

Sumitomo Electric Industries Ltd.

172,000

2,818,292

Takeda Chemical Industries Ltd.

477,000

28,193,758

Tokyo Broadcasting System, Inc.

136,000

4,019,236

Tokyo Electron Ltd.

61,600

3,382,426

Toshiba Corp.

2,311,000

15,437,650

Common Stocks - continued

Shares

Value (Note 1)

Japan - continued

Toyota Motor Corp.

1,058,600

$ 33,784,123

Yamanouchi Pharmaceutical Co. Ltd.

117,000

5,053,598

TOTAL JAPAN

583,353,548

Korea (South) - 2.5%

Hyundai Electronics Industries Co. Ltd. (a)

2,644,380

8,413,938

Kookmin Bank

456,200

5,373,424

Samsung Electronics Co. Ltd.

393,400

49,136,137

TOTAL KOREA (SOUTH)

62,923,499

Marshall Islands - 0.7%

Teekay Shipping Corp.

462,700

17,582,600

Mexico - 0.5%

Telefonos de Mexico SA de CV Series L sponsored ADR

183,700

8,289,463

TV Azteca SA de CV sponsored ADR

395,600

3,931,275

TOTAL MEXICO

12,220,738

Netherlands - 6.4%

ABN AMRO Holding NV

404,000

9,216,868

Akzo Nobel NV

148,000

7,974,172

Heineken NV

94,600

5,743,041

ING Groep NV
(Certificaten Van Aandelen)

432,462

34,657,983

Koninklijke Ahold NV

874,103

28,290,695

Koninklijke Philips Electronics NV

509,924

18,742,200

Nutreco Holding NV

123,833

6,602,078

Royal Dutch Petroleum Co.
(Hague Registry)

179,400

10,864,912

Unilever NV (Certificaten Van Aandelen)

240,200

15,249,681

United Pan-Europe Communications NV Class A (a)

372,200

3,814,460

Vendex KBB NV

699,457

9,197,595

VNU NV (a)

106,700

5,261,493

Wolters Kluwer NV
(Certificaten Van Aandelen)

239,700

6,556,808

TOTAL NETHERLANDS

162,171,986

Norway - 0.4%

DNB Holding ASA

2,101,100

11,375,161

Singapore - 0.4%

Chartered Semiconductor Manufacturing Ltd. ADR (a)

96,000

2,532,000

Overseas Union Bank Ltd.

862,296

4,029,188

United Overseas Bank Ltd.

539,472

4,045,651

TOTAL SINGAPORE

10,606,839

Spain - 2.5%

Banco Santander Central Hispano SA

2,493,268

26,773,285

Telefonica SA (a)

2,182,400

36,180,526

TOTAL SPAIN

62,953,811

Shares

Value (Note 1)

Sweden - 1.4%

Telefonaktiebolaget LM Ericsson AB
(B Shares)

3,207,100

$ 35,879,433

Switzerland - 6.3%

Credit Suisse Group (Reg.)

175,864

33,595,554

Julius Baer Holding AG

982

5,402,431

Nestle SA (Reg.)

18,567

43,529,901

Novartis AG (Reg.)

9,266

16,465,354

The Swatch Group AG (Reg.)

56,300

14,770,762

UBS AG (Reg. D)

108,168

17,745,107

Zurich Financial Services Group AG

48,440

29,353,024

TOTAL SWITZERLAND

160,862,133

Taiwan - 1.3%

Taiwan Semiconductor Manufacturing Co. Ltd. (a)

6,959,976

16,706,464

United Microelectronics Corp.

10,311,400

14,975,192

TOTAL TAIWAN

31,681,656

United Kingdom - 11.3%

Amvescap PLC

280,900

5,761,560

AstraZeneca PLC

135,900

6,998,850

Barclays PLC

260,100

8,045,105

BBA Group PLC

399,900

2,208,792

Billiton PLC

1,638,900

6,312,099

Carlton Communications PLC

1,076,700

9,820,589

Diageo PLC

632,500

7,081,470

GlaxoSmithKline PLC (a)

1,418,394

39,715,034

Granada Compass PLC (a)

540,214

5,874,853

HSBC Holdings PLC (Reg.)

948,941

13,968,405

Lloyds TSB Group PLC

2,699,200

28,527,910

Misys PLC

762,800

7,515,472

Reed International PLC

537,300

5,614,570

Reuters Group PLC

1,362,600

22,369,348

Rio Tinto PLC (Reg. D)

469,700

8,259,761

Royal Bank of Scotland Group PLC

707,200

16,701,303

SMG PLC

787,200

3,213,986

Vodafone Group PLC

23,066,303

82,606,360

WPP Group PLC

465,700

6,062,118

TOTAL UNITED KINGDOM

286,657,585

United States of America - 3.1%

Alcoa, Inc.

88,400

2,961,400

Bristol-Myers Squibb Co.

336,900

24,909,544

Micron Technology, Inc. (a)

383,000

13,596,500

Overseas Shipholding Group, Inc.

277,000

6,353,688

Pfizer, Inc.

151,500

6,969,000

Phelps Dodge Corp.

50,500

2,818,531

Common Stocks - continued

Shares

Value (Note 1)

United States of America - continued

Schering-Plough Corp.

168,400

$ 9,556,700

VoiceStream Wireless Corp. (a)

124,300

12,507,688

TOTAL UNITED STATES OF AMERICA

79,673,051

TOTAL COMMON STOCKS

(Cost $2,127,822,902)

2,288,505,923

Investment Companies - 0.1%

Multi-National - 0.1%

European Warrant Fund, Inc.
(Cost $5,021,599)

306,000

2,945,250

Government Obligations - 0.1%

Moody's Ratings (unaudited)

Principal Amount

United States of America - 0.1%

U.S. Treasury Bills, yield at date of purchase 5.62% to 5.92% 3/1/01 (c)
(Cost $1,832,224)

-

$ 1,850,000

1,832,980

Cash Equivalents - 12.4%

Shares

Fidelity Cash Central Fund, 6.53% (b)

301,572,259

301,572,259

Fidelity Securities Lending Cash Central Fund, 6.61% (b)

12,539,188

12,539,188

TOTAL CASH EQUIVALENTS

(Cost $314,111,447)

314,111,447

TOTAL INVESTMENT PORTFOLIO - 102.8%

(Cost $2,448,788,172)

2,607,395,600

NET OTHER ASSETS - (2.8)%

(70,280,456)

NET ASSETS - 100%

$ 2,537,115,144

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

334 Topix Index Contracts (Japan)

March 2001

$ 37,453,442

$ (1,901,583)

The face value of futures purchased as a percentage of net assets - 1.5%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,828,026.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $3,777,940,769 and $3,575,161,069, respectively, of which long-term U.S. government and government agency obligations aggregated $0 and $4,717,128, respectively.

The market value of futures contracts opened and closed during the period amounted to $61,278,260 and $36,693,285, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $27,052 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $14,141,574. The fund received cash collateral of $12,539,188 which was invested in cash equivalents and U.S. Treasury Obligations valued at $3,004,205.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $2,482,126,185. Net unrealized appreciation aggregated $125,269,415, of which $450,517,405 related to appreciated investment securities and $325,247,990 related to depreciated investment securities.

The fund hereby designates approximately $168,492,000 as a capital gain dividend for the purpose of the dividend paid deduction.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Fidelity Variable Insurance Products: Overseas Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $2,448,788,172) -
See accompanying schedule

$ 2,607,395,600

Cash

410,567

Foreign currency held at value
(cost $16,542,874)

16,494,649

Receivable for investments sold

14,088,356

Receivable for fund shares sold

1,319,165

Dividends receivable

3,126,047

Interest receivable

1,333,508

Other receivables

47,468

Total assets

2,644,215,360

Liabilities

Payable for investments purchased

$ 5,489,870

Payable for fund shares redeemed

86,891,648

Accrued management fee

1,580,315

Distribution fees payable

24,938

Payable for daily variation on
futures contracts

277,318

Other payables and
accrued expenses

296,939

Collateral on securities loaned,
at value

12,539,188

Total liabilities

107,100,216

Net Assets

$ 2,537,115,144

Net Assets consist of:

Paid in capital

$ 2,113,593,127

Undistributed net investment income

11,909,270

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

254,959,225

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

156,653,522

Net Assets

$ 2,537,115,144

Initial Class:
Net Asset Value, offering price
and redemption price per share
($2,267,507,253
÷
113,384,526 shares)

$20.00

Service Class:
Net Asset Value, offering price
and redemption price per share
($257,257,175
÷
12,898,922 shares)

$19.94

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($12,350,716
÷
620,451 shares)

$19.91

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 33,909,899

Special dividend from BCE, Inc.

5,241,627

Interest

13,944,091

Security lending

633,605

53,729,222

Less foreign taxes withheld

(4,277,376)

Total income

49,451,846

Expenses

Management fee

$ 20,988,116

Transfer agent fees

1,902,696

Distribution fees

240,182

Accounting and security lending fees

1,364,621

Non-interested trustees' compensation

14,579

Custodian fees and expenses

1,343,421

Audit

62,512

Legal

20,798

Miscellaneous

98,289

Total expenses before reductions

26,035,214

Expense reductions

(650,499)

25,384,715

Net investment income

24,067,131

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

267,186,772

Foreign currency transactions

(1,366,056)

Futures contracts

(207,130)

265,613,586

Change in net unrealized appreciation (depreciation) on:

Investment securities

(846,361,343)

Assets and liabilities in
foreign currencies

(136,163)

Futures contracts

(2,351,973)

(848,849,479)

Net gain (loss)

(583,235,893)

Net increase (decrease) in net assets resulting from operations

$ (559,168,762)

Other Information

Expense reductions
Directed brokerage arrangements

$ 639,759

Custodian credits

10,740

$ 650,499

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Overseas Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 24,067,131

$ 24,385,652

Net realized gain (loss)

265,613,586

279,081,035

Change in net unrealized appreciation (depreciation)

(848,849,479)

567,840,640

Net increase (decrease) in net assets resulting from operations

(559,168,762)

871,307,327

Distributions to shareholders
From net investment income

(34,503,154)

(31,839,750)

In excess of net investment income

(6,990,235)

-

From net realized gain

(261,723,629)

(51,354,434)

Total distributions

(303,217,018)

(83,194,184)

Share transactions - net increase (decrease)

518,278,056

(16,452,995)

Total increase (decrease) in net assets

(344,107,724)

771,660,148

Net Assets

Beginning of period

2,881,222,868

2,109,562,720

End of period (including undistributed net investment income of $11,909,270 and
$10,707,600, respectively)

$ 2,537,115,144

$ 2,881,222,868

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

180,026,822

$ 4,102,377,245

137,488,784

$ 2,927,082,596

Reinvested

11,650,005

284,959,118

4,250,326

81,691,268

Redeemed

(178,033,342)

(4,052,515,974)

(145,444,173)

(3,101,747,139)

Net increase (decrease)

13,643,485

$ 334,820,389

(3,705,063)

$ (92,973,275)

Service Class
Sold

68,519,615

$ 1,560,576,350

18,969,271

$ 422,534,083

Reinvested

747,241

18,247,616

78,277

1,502,916

Redeemed

(61,639,680)

(1,408,864,371)

(15,508,477)

(347,516,719)

Net increase (decrease)

7,627,176

$ 169,959,595

3,539,071

$ 76,520,280

Service Class 2 A
Sold

734,419

$ 15,878,729

Reinvested

421

10,284

Redeemed

(114,389)

(2,390,941)

Net increase (decrease)

620,451

$ 13,498,072

Distributions
From net investment income
Initial Class

$ 32,471,354

$ 31,264,560

Service Class

2,030,655

575,190

Service Class 2 A

1,145

-

Total

$ 34,503,154

$ 31,839,750

In excess of net investment income
Initial Class

$ 6,578,599

$ -

Service Class

411,405

-

Service Class 2 A

231

-

Total

$ 6,990,235

$ -

From net realized gain
Initial Class

$ 245,909,165

$ 50,426,708

Service Class

15,805,556

927,726

Service Class 2 A

8,908

-

Total

$ 261,723,629

$ 51,354,434

$ 303,217,018

$ 83,194,184

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 27.44

$ 20.06

$ 19.20

$ 18.84

$ 17.06

Income from Investment Operations

Net investment income D

.19 G

.24

.23

.30

.32 H

Net realized and unrealized gain (loss)

(4.93)

7.95

2.13

1.70

1.88

Total from investment operations

(4.74)

8.19

2.36

2.00

2.20

Less Distributions

From net investment income

(.31)

(.31)

(.38)

(.33)

(.20)

In excess of net investment income

(.06)

-

-

-

-

From net realized gain

(2.33)

(.50)

(1.12)

(1.31)

(.22)

Total distributions

(2.70)

(.81)

(1.50)

(1.64)

(.42)

Net asset value, end of period

$ 20.00

$ 27.44

$ 20.06

$ 19.20

$ 18.84

Total Return B, C

(19.07)%

42.55%

12.81%

11.56%

13.15%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,267,507

$ 2,736,851

$ 2,074,843

$ 1,926,322

$ 1,667,601

Ratio of expenses to average net assets

.89%

.91%

.91%

.92%

.93%

Ratio of expenses to average net assets after expense reductions

.87% F

.87% F

.89% F

.90% F

.92% F

Ratio of net investment income to average net assets

.84%

1.10%

1.19%

1.55%

1.84%

Portfolio turnover rate

136%

78%

84%

67%

92%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 27.39

$ 20.04

$ 19.20

$ 19.36

Income from Investment Operations

Net investment income D

.17 G

.22

.15

.01

Net realized and unrealized gain (loss)

(4.93)

7.94

2.19

(.17)

Total from investment operations

(4.76)

8.16

2.34

(.16)

Less Distributions

From net investment income

(.30)

(.31)

(.38)

-

In excess of net investment income

(.06)

-

-

-

From net realized gain

(2.33)

(.50)

(1.12)

-

Total distributions

(2.69)

(.81)

(1.50)

-

Net asset value, end of period

$ 19.94

$ 27.39

$ 20.04

$ 19.20

Total Return B, C

(19.18)%

42.44%

12.69%

(0.83)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 257,257

$ 144,371

$ 34,720

$ 931

Ratio of expenses to average net assets

.99%

1.01%

1.01%

1.02% A

Ratio of expenses to average net assets after expense reductions

.97% F

.98% F

.97% F

1.01% A, F

Ratio of net investment income to average net assets

.74%

1.00%

.80%

.31% A

Portfolio turnover rate

136%

78%

84%

67%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G Investment income per share reflects a special dividend (from BCE, Inc.) which amounted to $.04 per share.

H Investment income per share reflects a special dividend which amounted to $.05 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 26.16

Income from Investment Operations

Net investment income D

.12 G

Net realized and unrealized gain (loss)

(3.68)

Total from investment operations

(3.56)

Less Distributions

From net investment income

(.30)

In excess of net investment income

(.06)

From net realized gain

(2.33)

Total distributions

(2.69)

Net asset value, end of period

$ 19.91

Total Return B, C

(15.50)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 12,351

Ratio of expenses to average net assets

1.15% A

Ratio of expenses to average net assets after expense reductions

1.13% A, F

Ratio of net investment income to average net assets

.58% A

Portfolio turnover rate

136%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class'expenses.

G Investment income per share reflects a special dividend (from BCE, Inc.) which amounted to $.04 per share.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Notes to Financial Statements

For the period ended December 31, 2000

1. Significant Accounting Policies.

Money Market Portfolio, High Income Portfolio, Equity-Income Portfolio, Growth Portfolio, and Overseas Portfolio (the funds) are funds of Variable Insurance Products Fund. Investment Grade Bond Portfolio, Asset Manager Portfolio, Asset Manager: Growth Portfolio, Index 500 Portfolio, and Contrafund Portfolio (the funds) are funds of Variable Insurance Products Fund II. Balanced Portfolio, Growth & Income Portfolio, Growth Opportunities Portfolio, Dynamic Capital Appreciation Portfolio, and Mid Cap Portfolio(the funds) are funds of Variable Insurance Products Fund III. The Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III (the trusts) (referred to in this report as Fidelity Variable Insurance Products) are registered under the Investment Company Act of 1940, as amended (the 1940 Act), as open-end management investment companies organized as Massachusetts business trusts. Each fund is authorized to issue an unlimited number of shares. Shares of each fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. Each fund offers three classes of shares: Initial Class shares, Service Class shares and Service Class 2 shares. Each fund commenced sale of Service Class 2 shares on January 12, 2000, except for Dynamic Capital Appreciation Portfolio. The commencement of operations for Dynamic Capital Appreciation Portfolio's Initial Class, Service Class and Service Class 2 shares was September 25, 2000. On April 20, 2000, the Board of Trustees of Money Market Portfolio, Investment Grade Bond Portfolio and Index 500 Portfolio approved the creation of Service Class, a new class of shares of Money Market Portfolio, Investment Grade Bond Portfolio and Index 500 Portfolio and became available on July 7, 2000. The Service Class shares are subject to an annual distribution and service fee of .10% of the class' average net assets. 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 of shares differs in its respective distribution plan.

The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the funds:

Security Valuation.

Money Market Portfolio. As permitted under Rule 2a-7 of the 1940 Act, and certain conditions therein, securities are valued initially at cost and thereafter assume a constant amortization to maturity of any discount or premium.

Investment Grade Bond Portfolio. Securities are valued based upon a computerized matrix system and/or appraisals by a pricing service, both of which consider market transactions and dealer-supplied valuations. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day. High Income and Balanced Portfolios. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Asset Manager, Asset Manager: Growth, Equity-Income, Growth & Income, Index 500, Growth Opportunities, Contrafund, Growth, Dynamic Capital Appreciation and Mid Cap Portfolios. Securities for which exchange quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which exchange quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Overseas Portfolio. Securities for which quotations are readily available are valued using the official closing price or at the last sale price in the principal market in which they are traded. If the last sale price (on the local exchange) is unavailable, the last evaluated quote or closing bid price normally is used. If trading or events occurring in other markets after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency Translation. The accounting records of the funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Income Taxes. As qualified regulated investment companies under Subchapter M of the Internal Revenue Code, the funds are not subject to U.S. federal income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. Dynamic Capital Appreciation Portfolio intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. By so qualifying, the fund will not be subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. Each fund may be subject to foreign taxes on income and gains on investments which are accrued based upon each fund's understanding of the tax rules and regulations that exist in the markets in which they invest. Foreign governments may also impose taxes on other payments or transactions with respect to foreign securities. Each fund accrues such taxes as applicable. The schedules of investments include information regarding income taxes under the caption "Income Tax Information."

Investment Income.

Money Market Portfolio. Interest income, which includes amortization of premium and accretion of discount, is accrued as earned.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Investment Grade Bond, High Income, Balanced, Asset Manager, Asset Manager: Growth, Equity-Income, Growth & Income, Index 500, Growth Opportunities, Contrafund, Growth, Dynamic Capital Appreciation, Mid Cap and Overseas Portfolios. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities where the ex-dividend date may have passed, are recorded as soon as the funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of original issue discount, is accrued as earned. The funds may place a debt obligation on non-accrual status and reduce related interest income by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures, under the general supervision of the Board of Trustees of the fund. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of each trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) non-interested Trustees of certain funds must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in a cross-section of other Fidelity funds. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Distributions to Shareholders. Dividends are declared daily and paid monthly from net investment income for the Money Market Portfolio. Distributions are recorded on the ex-dividend date for all other funds. Income dividends and capital gain distributions are declared separately for each class.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, paydown gains/losses on certain securities, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), defaulted bonds, market discount, contingent interest, redemptions in kind, non-taxable dividends, net operating losses, capital loss carryforwards, and losses deferred due to wash sales and excise tax regulations.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income, distributions in excess of net investment income, and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

Change in Accounting Principle. Effective January 1, 2001, the Equity-Income Portfolio, Balanced Portfolio, Asset Manager: Growth Portfolio, Asset Manager Portfolio, High Income Portfolio and Investment Grade Bond Portfolio will adopt the provisions of the AICPA Audit and Accounting Guide for Investment Companies and will begin amortizing premium and discount on all debt securities, as required. This accounting principle change will not have an impact on total net assets but will result in an increase or decrease to cost of securities held and a corresponding change to net investment income.

The cumulative effect of this accounting change will not have an impact on total net assets but will result in an increase or decrease to cost of securities held and a corresponding change to accumulated net undistributed realized gain (loss).

2. Operating Policies.

Foreign Currency Contracts. Certain funds use foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), certain funds, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the funds, or to the Joint Trading Account, at a custodian bank. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the funds' investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the funds, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating funds. Information regarding each fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Delayed Delivery Transactions. Each fund may purchase or sell securities on a delayed delivery basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The market values of the securities purchased on a delayed delivery basis are identified as such in each applicable fund's schedule of investments. Each fund may receive compensation for interest forgone in the purchase of a delayed delivery security. With respect to purchase commitments, each fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

Futures Contracts. Certain funds may use futures contracts to manage their exposure to the stock markets and to fluctuations in currency values. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of the futures variation margin reflected in each applicable fund's Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in each applicable fund's schedule of investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Restricted Securities. Certain funds are permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Loans and Other Direct Debt Instruments. Certain funds are permitted to invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. At the end of the period, the following funds held investments in loans or other direct debt instruments:

Value

% of Net Assets

High Income

$ 33,422,863

2.0%

Balanced

$ 475,000

0.2%

Asset Manager

$ 159,732,463

3.8%

Asset Manager: Growth

$ 23,375,520

4.7%

Equity-Income

$ 2,041,060

0.0%

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities (other than short-term securities) and the market value of future contracts opened and closed, is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As each fund's investment adviser, FMR receives a monthly fee.

For Money Market Portfolio, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund and an income-based fee. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period. The annual individual fund fee rate is .03%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. The income-based fee is added only when the fund's gross yield exceeds 5%. At that time the income-based fee would equal 6% of that portion of the fund's gross income that represents a gross yield of more than 5% per year. The maximum income-based component is .24% of average net assets. For the period, the total management fee was equivalent to an annual rate of .25%. The income-based portion of this fee was equal to $1,899,560, or an annual rate of .09% of the fund's average net assets.

For Index 500 Portfolio, FMR receives a fee that is computed daily at an annual rate of .24% of the fund's average net assets.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

For all other funds, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of each fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period for the Investment Grade Bond and High Income Portfolios and .2167% to .5200% for the period for the Balanced, Asset Manager, Asset Manager: Growth, Equity-Income, Growth & Income, Growth Opportunities, Contrafund, Growth, Dynamic Capital Appreciation, Mid Cap, and Overseas Portfolios. The annual individual fund fee rate is .45% for High Income and Overseas Portfolios, .30% for Investment Grade Bond, Asset Manager: Growth, Growth Opportunities, Contrafund, Growth, Mid Cap and Dynamic Capital Appreciation Portfolios, .25% for the Asset Manager Portfolio, .20% for Equity-Income and Growth & Income Portfolios, and .15% for Balanced Portfolio. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. For the period, each fund's management fees were equivalent to the following annual rates expressed as a percentage of average net assets:

Money Market

.25%

Investment Grade Bond

.43%

High Income

.58%

Balanced

.43%

Asset Manager

.53%

Asset Manager: Growth

.58%

Equity-Income

.48%

Growth & Income

.48%

Index 500

.24%

Growth Opportunities

.58%

Contrafund

.57%

Growth

.57%

Dynamic Capital Appreciation

.58%*

Mid Cap

.57%

Overseas

.72%

* Annualized

Sub-Adviser Fee. Beginning January 1, 2001, FMR Co.(FMRC) will serve as sub-adviser for each fund except Money Market and Investment Grade Bond Portfolios. FMRC is a wholly owned subsidiary of FMR. FMRC may provide investment research and advice and may also provide investment advisory services for the funds. FMRC will receive a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the fund's assets that will be managed by FMRC.

FMR, on behalf of Overseas Portfolio, entered into sub-advisory agreements with Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Far East) Inc., and Fidelity International Investment Advisors (FIIA). Under the sub-advisory arrangements, FMR may receive investment advice and research services and may grant the sub-advisers investment management authority to buy and sell securities. FMR pays its sub-advisers either a portion of its management fee or a fee based on costs incurred for these services.

FMR and Index 500 Portfolio have entered into a sub-advisory agreement with Bankers Trust Company (Bankers Trust). Bankers Trust receives a sub-advisory fee for providing investment management and custodial services to the fund. For these services, FMR pays Bankers Trust fees at an annual rate of 0.006% of the fund's average net assets. Under a separate securities lending agreement with Bankers Trust, the fund receives at least 70% of net income from the securities lending program. Bankers Trust retains no more than 30% of net income under this agreement. For the period, Bankers Trust retained $122,843.

As Money Market and Investment Grade Bond Portfolio's investment sub-adviser, Fidelity Investments Money Management, Inc.(FIMM), a wholly owned subsidiary of FMR, receives a fee from FMR of 50% of the management fee payable to FMR. The fees are paid prior to any voluntary expense reimbursements which may be in effect.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted separate Distribution and Service Plans with respect to each Service Class of shares (collectively referred to as "the Plans"). Under certain of the Plans, the class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a 12b-1 fee. For the period, this fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets. Initial Class shares are not subject to a 12b-1 fee.

Annual Report

Notes to Financial Statements - 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 reallowed to insurance companies, for the distribution of shares and providing shareholder support services:

Money Market

Service Class

$ 50

Service Class 2

$ 249

Investment Grade Bond

Service Class

$ 49

Service Class 2

$ 323

High Income

Service Class

$ 251,008

Service Class 2

$ 3,914

Balanced

Service Class

$ 28,151

Service Class 2

$ 3,595

Asset Manager

Service Class

$ 27,618

Service Class 2

$ 3,721

Asset Manager: Growth

Service Class

$ 12,530

Service Class 2

$ 2,497

Equity-Income

Service Class

$ 499,249

Service Class 2

$ 34,494

Growth & Income

Service Class

$ 160,561

Service Class 2

$ 10,206

Index 500

Service Class

$ 47

Service Class 2

$ 296

Growth Opportunities

Service Class

$ 355,012

Service Class 2

$ 20,287

Contrafund

Service Class

$ 1,071,117

Service Class 2

$ 81,919

Growth

Service Class

$ 1,579,773

Service Class 2

$ 41,245

Dynamic Capital Appreciation

Service Class

$ 162

Service Class 2

$ 552

Mid Cap

Service Class

$ 138,312

Service Class 2

$ 62,748

Overseas

Service Class

$ 230,223

Service Class 2

$ 9,959

Transfer Agent Fees. Fidelity Investment Institutional Operations Company (FIIOC), an affiliate of FMR, is the funds' transfer, dividend disbursing and shareholder servicing agent. FIIOC receives asset-based fees with respect to each account in a fund. FIIOC pays a portion of the expenses related to the typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, each fund's transfer agent fees were equivalent to an annual rate of .07% of average net assets.

For the period, each class paid FIIOC the following amounts:

Money Market

Initial Class

$ 1,388,638

Service Class

$ 51

Service Class 2

$ 443

Investment Grade Bond

Initial Class

$ 428,996

Service Class

$ 34

Service Class 2

$ 1,338

High Income

Initial Class

$ 1,194,719

Service Class

$ 163,140

Service Class 2

$ 2,370

Balanced

Initial Class

$ 179,211

Service Class

$ 18,687

Service Class 2

$ 1,178

Asset Manager

Initial Class

$ 2,943,997

Service Class

$ 19,014

Service Class 2

$ 1,254

Asset Manager: Growth

Initial Class

$ 351,706

Service Class

$ 8,765

Service Class 2

$ 857

Equity-Income

Initial Class

$ 6,359,617

Service Class

$ 332,004

Service Class 2

$ 11,455

Growth & Income

Initial Class

$ 694,394

Service Class

$ 108,721

Service Class 2

$ 3,195

Index 500

Initial Class

$ 3,079,505

Service Class

$ 31

Service Class 2

$ 287

Growth Opportunities

Initial Class

$ 770,752

Service Class

$ 233,505

Service Class 2

$ 6,872

Contrafund

Initial Class

$ 5,860,577

Service Class

$ 717,389

Service Class 2

$ 25,090

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Growth

Initial Class

$ 11,533,243

Service Class

$ 1,056,210

Service Class 2

$ 12,070

Dynamic Capital Appreciation

Initial Class

$ 157

Service Class

$ 372

Service Class 2

$ 602

Mid Cap

Initial Class

$ 146,510

Service Class

$ 98,684

Service Class 2

$ 18,965

Overseas

Initial Class

$ 1,743,958

Service Class

$ 155,637

Service Class 2

$ 3,101

Accounting and Security Lending Fees. Fidelity Service Company, Inc., an affiliate of FMR, maintains each fund's accounting records and administers the security lending program, as applicable. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Fidelity Cash Central Funds. Pursuant to an Exemptive Order issued by the SEC, the funds may invest in one or more open-end money market funds managed by FIMM, an affiliate of FMR. These funds (collectively referred to as the "Central Funds") are available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital, liquidity, and current income and do not pay a management fee.

The Fidelity Money Market Central Fund is principally used for Asset Manager and Asset Manager: Growth Portfolios' strategic allocation to money market investments. The Fidelity Cash Central Fund and the Fidelity Securities Lending Cash Central Fund are principally used for allocations of available cash. Income distributions from the Central Funds are recorded as interest income in the accompanying financial statements except for distributions from the Fidelity Securities Lending Cash Central Fund, which are recorded as security lending income.

Money Market Insurance. Pursuant to an Exemptive Order issued by the the SEC, Money Market Portfolio, along with other money market funds advised by FMR or its affiliates, has entered into insurance agreements with FIDFUNDS Mutual Limited (FIDFUNDS), an affiliated mutual insurance company. FIDFUNDS provides limited coverage for certain loss events including issuer default as to payment of principal or interest and bankruptcy or insolvency of a credit enhancement provider. The insurance does not cover losses resulting from changes in interest rates, ratings downgrades or other market conditions. The fund may be subject to a special assessment of up to approximately 2.5 times the fund's annual gross premium if covered losses exceed certain levels. The fund pays premiums to FIDFUNDS on a calendar year basis, which are amortized over one year.

Brokerage Commissions. Certain funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of FMR, or in the case of Index 500 Portfolio, Bankers Trust. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of each applicable fund's schedule of investments.

5. Security Lending.

Certain funds lend portfolio securities from time to time in order to earn additional income. Each applicable fund receives collateral(in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the funds and any additional required collateral is delivered to the funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Information regarding the value of securities loaned and the value of collateral at period end is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

6. Bank Borrowings.

Each fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. Each fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. Information regarding a fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Annual Report

Notes to Financial Statements - continued

7. Expense Reductions.

FMR voluntarily agreed to reimburse Money Market, Index 500, Dynamic Capital Appreciation and Investment Grade Bond Portfolios' operating expenses (excluding interest, taxes, certain securities lending fees, brokerage commissions and extraordinary expenses, if any) above the following annual rates or range of annual rates of average net assets for each of the following classes:

Money Market

FMR
Expense
Limitations

Service Class

0.45%

Service Class 2

0.60%

Investment Grade Bond

Service Class 2

1.05%

Index 500

Initial Class

0.28%

Service Class

0.38%

Service Class 2

0.53%

Dynamic Capital Appreciation

Initial Class

1.50%

Service Class

1.60%

Service Class 2

1.75%

FMR has directed certain portfolio trades to brokers who paid a portion of the fund's expenses.

In addition, through arrangements with certain fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of each applicable fund's expenses.

For the period, the reductions under these arrangements are shown under the caption "Other Information" on each applicable fund's Statement of Operations.

8. Beneficial Interest.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, were the record owners of more than 5% of the outstanding shares, and certain unaffiliated insurance companies were each record owners of 10% or more of the total outstanding shares of the following funds:

Beneficial Interest

FILI

Unaffiliated
Insurance Companies

Fund

% of Ownership

# of

% Ownership

Money Market

63%

-

-

Investment Grade Bond

38%

-

-

High Income

11%

2

60%

Balanced

38%

1

49%

Asset Manager

19%

1

21%

Asset Manager: Growth

62%

1

10%

Equity-Income

12%

1

29%

Growth & Income

37%

4

53%

Index 500

29%

-

-

Growth Opportunities

14%

1

63%

Contrafund

19%

2

33%

Growth

13%

1

28%

Dynamic Capital
Appreciation

33%

1

67%

Mid Cap

58%

1

18%

Overseas

13%

2

43%

9. Transactions with Affiliated Companies.

An affiliated company is a company which a fund has ownership of at least 5% of the voting securities. Information regarding transactions with affiliated companies is included at the end of each applicable fund's schedule of investments.

Annual Report

Independent Auditors' Report

To the Trustees of Variable Insurance Products Fund III and Shareholders of Dynamic Capital Appreciation Portfolio:

We have audited the accompanying statement of assets and liabilities of Dynamic Capital Appreciation Portfolio, (the Fund), a fund of Variable Insurance Products III (the Trust), including the portfolio of investments, as of December 31, 2000, and the related statements of operations, changes in net assets, and financial highlights for the period September 25, 2000 (commencement of operations) to December 31, 2000. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dynamic Capital Appreciation Portfolio as of December 31, 2000, and the results of its operations, the changes in its net assets, and its financial highlights for the period September 25, 2000 (commencement of operations) to December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

/s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 7, 2001

Annual Report

Independent Auditors' Report

To the Trustees of Variable Insurance Products Fund II and Shareholders of Contrafund Portfolio, Asset Manager Portfolio, Asset Manager: Growth Portfolio, Index 500 Portfolio and Investment Grade Bond Portfolio:

We have audited the accompanying statements of assets and liabilities of Contrafund Portfolio, Asset Manager Portfolio, Asset Manager: Growth Portfolio, Index 500 Portfolio and Investment Grade Bond Portfolio (the Funds), funds of Variable Insurance Products Fund II(the Trust), including the portfolios of investments, as of December 31, 2000, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of Contrafund Portfolio, Asset Manager Portfolio, Asset Manager: Growth Portfolio, Index 500 Portfolio and Investment Grade Bond Portfolio as of December 31, 2000, and the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 7, 2001

Annual Report

Independent Auditors' Report

To the Trustees of Variable Insurance Products Fund III and Shareholders of Balanced Portfolio, Growth & Income Portfolio and Growth Opportunities Portfolio:

We have audited the accompanying statements of assets and liabilities of Balanced Portfolio, Growth & Income Portfolio and Growth Opportunities Portfolio (the Funds), funds of Variable Insurance Products Fund III (the Trust), including the portfolios of investments, as of December 31, 2000, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of Balanced Portfolio, Growth & Income Portfolio and Growth Opportunities Portfolio as of December 31, 2000, and the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 7, 2001

Annual Report

Report of Independent Accountants

To the Trustees of Variable Insurance Products Fund and Variable Insurance Products Fund III and the Shareholders of Money Market Portfolio, Equity-Income Portfolio, Growth Portfolio, High Income Portfolio, Overseas Portfolio and Mid Cap Portfolio:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial positions of Money Market Portfolio, Equity-Income Portfolio, Growth Portfolio, High Income Portfolio and Overseas Portfolio(funds of Variable Insurance Products Fund) and Mid Cap Portfolio (a fund of Variable Insurance Products Fund III) at December 31, 2000, and the results of their operations, the changes in their net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of Money Market Portfolio's, Equity-Income Portfolio's, Growth Portfolio's, High Income Portfolio's, Overseas Portfolio's and Mid Cap Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2000 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 9, 2001

Annual Report

Distributions

The Board of Trustees of the following funds voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

Fund

Pay Date

Record Date

Dividends

Capital Gains

Asset Manager

2/2/01

2/2/01

$0.63

$0.24

Asset Manager: Growth

2/2/01

2/2/01

$0.37

$0.47

Equity-Income

2/2/01

2/2/01

$0.40

$1.18

Growth & Income

2/2/01

2/2/01

$0.18

$0.61

Contrafund

2/2/01

2/2/01

$0.15

$0.60

Growth

2/2/01

2/2/01

-

$2.82

Overseas

2/2/01

2/2/01

$0.92

$1.47

Each fund hereby designates 100% of the long-term capital gain dividends distributed during the fiscal year as 20%-rate capital gain dividends.

A percentage of the dividends distributed during the fiscal year for the following funds was derived from interest on U.S. Government securities which is generally exempt from state income tax:

Investment
Grade Bond

12.26%

Balanced

12.83%

Asset Manager

8.45%

Index 500

7.27%

Growth
Opportunities

29.70%

A percentage of the dividends distributed during the fiscal year for the Service Class of the following funds qualifies for the dividends-received deduction for corporate shareholders:

High Income

2%

Balanced

28%

Asset Manager

18%

Asset Manager: Growth

28%

Equity-Income

71%

Growth & Income

29%

Growth
Opportunities

87%

Contrafund

8%

Growth

9%

Mid Cap

67%

For Overseas Portfolio, the amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are $.346 and $.028, respectively.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Fidelity Investments Money Management, Inc.
Asset Manager, Asset Manager: Growth, Balanced,
Investment Grade Bond, and Money Market Portfolios

Fidelity Management & Research (U.K.) Inc.
Asset Manager, Asset Manager: Growth, Balanced, Contrafund, Dynamic Capital Appreciation, Growth & Income, Growth Opportunities, High Income, Mid Cap, and Overseas Portfolios

Fidelity Management & Research (Far East) Inc.
Asset Manager, Asset Manager: Growth, Balanced, Contrafund, Dynamic Capital Appreciation, Growth & Income, Growth Opportunities, High Income, Mid Cap, and Overseas Portfolios

Fidelity International Investment Advisors Overseas Portfolio

Fidelity International Investment Advisors (U.K.) Limited
Overseas Portfolio

Fidelity Investments Japan Limited
Asset Manager, Asset Manager: Growth, Balanced, Contrafund, Dynamic Capital Appreciation, Growth & Income, Growth Opportunities, High Income, Mid Cap, and Overseas Portfolios

Bankers Trust Index 500 Portfolio

Officers

Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President - Contrafund,
Growth, Growth Opportunities, and Mid Cap Portfolios

Richard A. Spillane, Jr., Vice President - Balanced,
Equity-Income, Growth & Income, and Overseas Portfolio
Robert A. Lawrence, Vice President - Asset Manager, Asset Manager: Growth, High Income, and Index 500 Portfolios
John Avery, Vice President - Balanced Portfolio
Dwight D. Churchill, Vice President -
Investment Grade Bond and Money Market Portfolios
Barry J. Coffman, Vice President - High Income Portfolio
William Danoff, Vice President - Contrafund Portfolio
Bettina Doulton, Vice President - Growth Opportunities Portfolio
Robert Duby, Vice President - Money Market Portfolio
David Felman, Vice President - Mid Cap Portfolio
Kevin E. Grant, Vice President -
Balanced and Investment Grade Bond Portfolios
Boyce I. Greer, Vice President - Money Market Portfolio
Bart A. Grenier, Vice President -
Asset Manager and Asset Manager: Growth Portfolios
Richard R. Mace, Jr., Vice President - Overseas Portfolio
Charles S. Morrison II, Vice President -
Asset Manager and Asset Manager: Growth Portfolios
David L. Murphy, Vice President - Investment Grade Bond Portfolio
Stephen R. Petersen, Vice President - Equity-Income Portfolio
Louis Salemy, Vice President - Growth & Income Portfolio
J. Fergus Shiel, Vice President -
Dynamic Capital Appreciation Portfolio
Steven J. Snider, Vice President -
Asset Manager and Asset Manager: Growth Portfolios

John J. Todd, Vice President -
Asset Manager and Asset Manager: Growth Portfolios

Jennifer Uhrig, Vice President - Growth Portfolio
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Maria F. Dwyer, Deputy Treasurer
Stanley N. Griffith, Assistant Vice President -
Investment Grade Bond and Money Market Portfolios

John H. Costello, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer

Board of Trustees

Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
Donald J. Kirk *
Ned C. Lautenbach *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *

Advisory Board

J. Michael Cook

Marie L. Knowles

William S. Stavropoulos

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Co., Inc.
Boston, MA

Custodian

The Bank of New York, New York, NY
High Income, Investment Grade Bond, and Money Market Portfolios

The Chase Manhattan Bank, New York, NY Asset Manager,
Asset Manager: Growth, Balanced, Equity-Income,
Growth & Income, and Overseas Portfolios

Brown Brothers Harriman & Co., Boston, MA Contrafund,
Growth, Growth Opportunities, and Mid Cap Portfolios

Bankers Trust, New York, NY Index 500 Portfolio

State Street Bank & Trust Co., Quincy, MA
Dynamic Capital Appreciation Portfolio

* Independent trustees

VIPSC-ANN-0201 125079
1.751801.100

Fidelity® Variable Insurance Products
Service Class 2

Asset Manager SM Portfolio

Asset Manager: Growth® Portfolio

Balanced Portfolio

Contrafund® Portfolio

Dynamic Capital Appreciation Portfolio

Equity-Income Portfolio

Growth Portfolio

Growth & Income Portfolio

Growth Opportunities Portfolio

High Income Portfolio

Index 500 Portfolio

Investment Grade Bond Portfolio

Mid Cap Portfolio

Money Market Portfolio

Overseas Portfolio

Annual Report

December 31, 2000

(2_fidelity_logos)

Contents

Market Environment

4

A review of what happened in world markets
during the past 12 months.

Asset Manager Portfolio

5

Performance and Investment Summary

6

Fund Talk: The Manager's Overview

7

Investments

24

Financial Statements

Asset Manager: Growth Portfolio

28

Performance and Investment Summary

29

Fund Talk: The Manager's Overview

30

Investments

45

Financial Statements

Balanced Portfolio

49

Performance and Investment Summary

50

Fund Talk: The Manager's Overview

51

Investments

62

Financial Statements

Contrafund Portfolio

66

Performance and Investment Summary

67

Fund Talk: The Manager's Overview

68

Investments

75

Financial Statements

Dynamic Capital Appreciation Portfolio

79

Performance and Investment Summary

80

Fund Talk: The Manager's Overview

81

Investments

83

Financial Statements

Equity-Income Portfolio

87

Performance and Investment Summary

88

Fund Talk: The Manager's Overview

89

Investments

96

Financial Statements

Growth Portfolio

100

Performance and Investment Summary

101

Fund Talk: The Manager's Overview

102

Investments

107

Financial Statements

Growth & Income Portfolio

111

Performance and Investment Summary

112

Fund Talk: The Manager's Overview

113

Investments

116

Financial Statements

Growth Opportunities Portfolio

120

Performance and Investment Summary

121

Fund Talk: The Manager's Overview

122

Investments

126

Financial Statements

The views expressed in this report reflect those of each fund's portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

High Income Portfolio

130

Performance and Investment Summary

131

Fund Talk: The Manager's Overview

132

Investments

141

Financial Statements

Index 500 Portfolio

145

Performance and Investment Summary

146

Fund Talk: The Manager's Overview

147

Investments

155

Financial Statements

Investment Grade Bond Portfolio

159

Performance and Investment Summary

160

Fund Talk: The Manager's Overview

161

Investments

167

Financial Statements

Mid Cap Portfolio

171

Performance and Investment Summary

172

Fund Talk: The Manager's Overview

173

Investments

180

Financial Statements

Money Market Portfolio

184

Performance

185

Fund Talk: The Manager's Overview

186

Investments

190

Financial Statements

Overseas Portfolio

194

Performance and Investment Summary

195

Fund Talk: The Manager's Overview

196

Investments

199

Financial Statements

Notes to Financial Statements

203

Notes to the Financial Statements

Independent Auditors' Report

211

The auditors' opinion.

Independent Auditors' Report

212

The auditors' opinion.

Independent Auditors' Report

213

The auditors' opinion.

Report of Independent Accountants

214

The auditors' opinion.

Distributions

215

Market Environment

It used to be that there were few parallels between international equity market performance relative to stock markets in the United States. In recent years, however, e-commerce and other technological advances have made trade between nations that are oceans apart easier and more efficient than ever. Thus, with the U.S. being one of the world's favorite trading partners, the performance of international markets has become that much more sensitive to fluctuations in the U.S. At no time was this more apparent than during 2000. As U.S. equities skyrocketed in the first quarter of the year, so too did most worldwide markets. And when rising interest rates, a slowing economy and near record-high oil prices hammered U.S. stocks for the remainder of the year, international issues fell in sync. Fixed-income markets generally demonstrated similar parallels, as investors worldwide - including the U.S. - retreated to the safety and relatively high returns of bonds.

U.S. Stock Markets

Compared to 1999, stock market behavior and performance in 2000 unfolded in almost the exact opposite direction. For instance, the technology sector, which drove the NASDAQ Composite Index to a record-high annual return of 86.12% in 1999, caused the same index to fall 39.17% in 2000, the worst decline in the benchmark's history. Also in 1999, growth outperformed value, equities did better than bonds, and initial public offerings (IPOs) and Internet stocks were all the rage. Conversely, in 2000, value was the investment style of choice, Treasury and government bonds soared while most major equity indexes finished the year with negative returns, and many IPOs and Internet stocks were given the cold shoulder. A number of factors figured into this role reversal. The surging economic growth of the past few years was tempered by a series of interest-rate hikes by the Federal Reserve Board. A sharp increase in oil prices accelerated the slowdown, and the resulting effect led to a series of corporate earnings disappointments. For the 12-month period ending December 31, 2000, the large-cap weighted Standard & Poor's 500SM Index fell 9.10%, the blue-chip Dow Jones Industrial Average declined 4.71%, and the Russell 2000® Index - a barometer of small-cap stock performance - dropped 3.02%.

Foreign Stock Markets

Asian equity markets were among the poorest-performing stock markets in 2000, as several countries in the region struggled to overcome bad loans and less-than-effective financial restructuring programs. South Korea posted one of the worst numbers, as the Korea Composite Stock Price Index (KOSPI) declined 55.88% during the year. The TOPIX Index, a benchmark of the Japanese stock market, fell 32.79%. Although Hong Kong was among the more resilient markets in the region, concerns about a slowdown in the U.S. dragged the Hang Seng Index down 9.51% during the period. Many European stock markets also floundered in 2000, thanks to the sell-off in the so-called TMT sectors - meaning technology, media and telecommunications. As a result, margin

pressures and significant capital outlays for third-generation mobile-phone licenses took their toll on corporate earnings, causing the Morgan Stanley Capital International Europe Index to decline 8.19% in 2000. The Canadian equity market was one of the only foreign players to enjoy positive performance. Heavily weighted in oil, gas and financial services - three of the year's best performing sectors - the Toronto Stock Exchange (TSE) 300 returned 3.78% for the 12-month period.

U.S. Bond Markets

Strong technical factors in the market propelled investment-grade bonds past stocks during the 12-month period that ended December 31, 2000. In its strongest showing since 1995, the Lehman Brothers Aggregate Bond Index - a proxy for taxable-bond performance - returned 11.63% during this time frame. Early in 2000, Treasuries assumed market leadership from the spread sectors - corporate, mortgage and agency bonds - a position it never relinquished. A growing federal budget surplus spurred the U.S. government in January to begin buying back outstanding debt and reducing future issuance. The scarcity premium created by a shrinking supply of long-dated Treasuries sent prices soaring and yields plummeting. Anticipation that the Fed was finished raising interest rates following a half-point hike in May, combined with persistent flights to safety from risk-averse investors concerned about volatility in equity markets, further bolstered the long bond, helping the Lehman Brothers Treasury Index return 13.52% during the period. Meanwhile, the Lehman Brothers U.S. Agency and Mortgage-Backed Securities indexes returned 12.18% and 11.16%, respectively. Agencies rallied later in the period behind reduced political risk surrounding government-sponsored enterprises, while discount mortgages surged on higher-than-normal prepayment activity due to a strong housing market. Corporates lagged behind, hurt somewhat by deteriorating credit conditions and growing supply pressures. Still, the Lehman Brothers Credit Bond Index closed out the period up a respectable 9.39%.

Foreign Bond Markets

For the most part, foreign bonds - like those in the U.S. - outperformed their equity counterparts, but absolute returns varied among nations and regions. International government debt, for instance, struggled against the threat and/or realization of higher interest rates, inflation fears, a weakening euro and skepticism about the economic reform efforts of certain countries. For the 12-month period ending December 31, 2000, international government bonds fell 2.63%, according to the Salomon Smith Barney Non-U.S. Dollar World Government Bond Index. Conversely, emerging-markets bonds performed solidly throughout the year. The J.P. Morgan Emerging Markets Bond Index Global returned 14.41% for the 12-month period. During the past year, emerging-markets credit upgrades outnumbered downgrades by more than three to one.

Annual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Past 10 years

Fidelity VIP: Asset Manager -
Service Class 2

-4.18%

11.02%

11.89%

Fidelity Asset Manager Composite

0.58%

12.07%

11.47%

S&P 500

-9.10%

18.33%

17.46%

LB Aggregate Bond

11.63%

6.46%

7.96%

LB 3 Month T-Bill

6.20%

5.47%

5.00%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to those of the Fidelity Asset Manager Composite Index, a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index weighted according to the fund's neutral mix.**

This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

** 50% stocks, 40% bonds and 10% short-term instruments effective January 1, 1997.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager Portfolio - Service Class 2 on December 31, 1990. By December 31, 2000, the value of the investment would have grown to $30,751 - a 207.51% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $49,995 over the same period - a 399.95% increase on the initial investment. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $21,504 - a 115.04% increase. You can also look at how the Fidelity Asset Manager Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $29,625 - a 196.25% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

General Electric Co.

2.3

Exxon Mobil Corp.

1.8

Pfizer, Inc.

1.7

Citigroup, Inc.

1.6

Anheuser-Busch Companies, Inc.

1.3

8.7

Top Five Bond Issuers as of December 31, 2000

(with maturities greater than one year)

% of fund's
net assets

Fannie Mae

9.8

U.S. Treasury Obligations

4.0

Government National Mortgage Association

1.7

Federal Home Loan Bank

1.2

Freddie Mac

0.9

17.6

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks class

55.2%

Bond class

41.1%

Short-Term class

3.7%



* Foreign investments

4.8%

Asset allocation in the pie chart reflects the categorization of assets as defined in the fund's prospectus.
Financial statement categorizations conform to accounting standards and will differ from the pie chart.

Annual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Bart Grenier, Portfolio Manager of Asset
Manager Portfolio

Q. How did the fund perform, Bart?

A. For the 12 months that ended December 31, 2000, the fund lagged the Fidelity Asset Manager Composite Index, which returned 0.58%.

Q. How did your asset allocation strategies influence performance?

A. I maintained the fund's emphasis on equities, allocating just over 54% of net assets to stocks on average during the period. The fund's neutral allocation mix typically calls for 50% to be invested in stocks, 40% in bonds and 10% in short-term and money market instruments. Although this strategy was successful early in the period when the bulls were running, it failed later in the year when market conditions took a turn for the worse. The other side to this strategy was our positioning in bonds, which further hampered relative performance. We lost ground by making an out-of-benchmark allocation to high-yield bonds, while underweighting investment-grade debt - the top-performing asset class during the year.

Q. What factors drove the fund's equity holdings?

A. It was a challenging period for us given the unusually high levels of volatility in the market, spawned by sectors and styles that frequently rotated in and out of favor. The quantitative approach followed by Steve Snider kept the fund generally sector neutral relative to the Standard & Poor's 500 Index. The models Steve used emphasized fundamental data, such as earnings growth, as the driving force behind individual security selection. As such, given the market's disregard for fundamentals early in the period, we missed out on many stocks that soared despite having no earnings. On the other hand, several stocks we owned were punished late in the year when the economy turned and earnings growth failed to materialize. Since this approach did not account for momentum factors that reflect market trends, the fund ended up on the wrong side of some big moves during the period. Large-cap technology stocks performed poorly, with names such as Microsoft and Motorola doing the most damage. Retailers, such as Wal-Mart, also weighed on performance. Conversely, our defensive holdings fared quite well, but it wasn't enough to stem the tide. The health sector provided its share of winners, particularly drug stocks such as Merck. Growth-oriented financials, including Lehman Brothers, and consumer nondurables, such as Anheuser-Busch, also were meaningful contributors.

Q. How did the fund's bond subportfolio fare?

A. Poor liquidity and declining credit quality sent the prices of high-yield securities lower during the period, with yield spreads widening to levels not seen since the 1990 recession. The fund's exposure to the telecommunications sector weighed on performance. Mark Notkin, who took over the high-yield portion of the fund in June, helped limit our downside by reducing the fund's risk profile. On the investment-grade side, Charlie Morrison and his team did a nice job of responding to changing conditions in the marketplace and positioning the fund to benefit from them. The federal government's decision to buy back outstanding debt and reduce future issuance, coupled with the market's steady migration toward high-quality securities, sparked a strong rally in the fund's long-term Treasury holdings. Security selection among agency and mortgage securities further aided performance, as did our positioning in corporate bonds.

Q. And the fund's short-term/money market investments?

A. Early in 2000, the yield curve flattened out dramatically. In response, John Todd let the average maturity of the fund's money market subportfolio roll down, believing that strong economic growth and the risk of rising inflation were likely to set off a protracted period of Federal Reserve Board tightening. Entering the fourth quarter, we extended the subportfolio's average maturity in anticipation of slower economic growth and a more accommodative Fed. It's important for shareholders to note that, in July, the fund began to invest nearly all of its money market investments in a Fidelity-managed money market mutual fund in lieu of investing directly in individual money market securities.

Q. What's your outlook?

A. Given the rate of economic deceleration, the markets are anticipating the Fed to cut interest rates early in 2001. Historically, financial assets have performed quite well in the year following the start of a Fed easing campaign. I'm generally positive overall on the markets in that environment, particularly high-yield, where there's plenty of upside potential. I'm optimistic about equities as well, but not overly so, as there are still some fairly highly valued securities out there despite the stunning recent declines in the markets.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: high total return with reduced risk over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: September 6, 1989

Size: as of December 31, 2000, more than $4.1 billion

Manager: Bart Grenier, since May 2000; joined Fidelity in 1991

3

Annual Report

Fidelity Variable Insurance Products: Asset Manager Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 49.4%

Value (Note 1)

AEROSPACE & DEFENSE - 1.6%

Aerospace & Defense - 1.2%

Boeing Co.

309,600

$ 20,433,600

United Technologies Corp.

362,406

28,494,172

48,927,772

Ship Building & Repair - 0.4%

General Dynamics Corp.

250,000

19,500,000

TOTAL AEROSPACE & DEFENSE

68,427,772

BASIC INDUSTRIES - 0.7%

Chemicals & Plastics - 0.5%

Eastman Chemical Co.

150,000

7,312,500

Pharmacia Corp.

200,000

12,200,000

19,512,500

Paper & Forest Products - 0.2%

Kimberly-Clark Corp.

130,000

9,189,700

TOTAL BASIC INDUSTRIES

28,702,200

DURABLES - 0.5%

Consumer Durables - 0.3%

Minnesota Mining & Manufacturing Co.

100,200

12,074,100

Textiles & Apparel - 0.2%

Arena Brands Holdings Corp. Class B (a)

8,445

211,125

Liz Claiborne, Inc.

180,000

7,492,500

7,703,625

TOTAL DURABLES

19,777,725

ENERGY - 3.7%

Energy Services - 0.3%

BJ Services Co. (a)

173,000

11,915,375

Oil & Gas - 3.4%

Amerada Hess Corp.

55,000

4,018,438

Apache Corp.

151,900

10,642,494

Chevron Corp.

188,200

15,891,138

EOG Resources, Inc.

130,000

7,109,375

Exxon Mobil Corp.

869,875

75,624,758

Royal Dutch Petroleum Co. (NY Shares)

450,000

27,253,125

Valero Energy Corp.

80,000

2,975,000

143,514,328

TOTAL ENERGY

155,429,703

FINANCE - 9.1%

Banks - 0.9%

Bank of America Corp.

270,000

12,386,250

Chase Manhattan Corp.

268,050

12,179,522

J.P. Morgan & Co., Inc.

71,000

11,750,500

36,316,272

Shares

Value (Note 1)

Credit & Other Finance - 2.4%

American Express Co.

292,500

$ 16,069,219

Citigroup, Inc.

1,301,066

66,435,683

MBNA Corp.

200,000

7,387,500

Providian Financial Corp.

171,900

9,884,250

99,776,652

Federal Sponsored Credit - 0.5%

Fannie Mae

180,000

15,615,000

USA Education, Inc.

100,000

6,800,000

22,415,000

Insurance - 2.7%

AFLAC, Inc.

180,000

12,993,750

American International Group, Inc.

350,000

34,496,875

CIGNA Corp.

260,600

34,477,380

Marsh & McLennan Companies, Inc.

173,600

20,311,200

MGIC Investment Corp.

95,800

6,460,513

PMI Group, Inc.

65,000

4,399,688

113,139,406

Savings & Loans - 0.7%

Golden West Financial Corp.

428,700

28,937,250

Securities Industry - 1.9%

Goldman Sachs Group, Inc.

50,000

5,346,875

Lehman Brothers Holdings, Inc.

303,200

20,503,900

Merrill Lynch & Co., Inc.

359,600

24,520,225

Morgan Stanley Dean Witter & Co.

346,800

27,483,900

77,854,900

TOTAL FINANCE

378,439,480

HEALTH - 7.1%

Drugs & Pharmaceuticals - 4.8%

Allergan, Inc.

85,000

8,229,063

Amgen, Inc. (a)

260,700

16,668,506

Bristol-Myers Squibb Co.

380,000

28,096,250

Eli Lilly & Co.

200,000

18,612,500

Forest Laboratories, Inc. (a)

80,000

10,630,000

IVAX Corp. (a)

240,000

9,192,000

Merck & Co., Inc.

406,000

38,011,750

Pfizer, Inc.

1,577,200

72,551,200

201,991,269

Medical Equipment & Supplies - 0.9%

Cardinal Health, Inc.

25,000

2,490,625

Johnson & Johnson

296,300

31,130,019

Millipore Corp.

34,700

2,186,100

35,806,744

Medical Facilities Management - 1.4%

HCA - The Healthcare Co.

370,000

16,283,700

Tenet Healthcare Corp.

80,000

3,555,000

UnitedHealth Group, Inc.

433,600

26,612,200

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Facilities Management - continued

Universal Health Services, Inc. Class B (a)

35,000

$ 3,911,250

Wellpoint Health Networks, Inc. (a)

70,000

8,067,500

58,429,650

TOTAL HEALTH

296,227,663

INDUSTRIAL MACHINERY & EQUIPMENT - 3.1%

Electrical Equipment - 2.5%

Anaren Microwave, Inc. (a)

60,000

4,031,250

General Electric Co.

2,048,100

98,180,794

Scientific-Atlanta, Inc.

80,000

2,605,000

104,817,044

Industrial Machinery & Equipment - 0.6%

Dover Corp.

90,000

3,650,625

Tyco International Ltd.

360,000

19,980,000

23,630,625

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

128,447,669

MEDIA & LEISURE - 1.3%

Broadcasting - 0.0%

NTL, Inc. warrants 10/14/08 (a)

3,742

71,098

Entertainment - 0.3%

Walt Disney Co.

459,600

13,299,675

Leisure Durables & Toys - 0.1%

Harley-Davidson, Inc.

100,000

3,975,000

Lodging & Gaming - 0.2%

International Game Technology (a)

75,000

3,600,000

Marriott International, Inc. Class A

150,000

6,337,500

9,937,500

Publishing - 0.6%

Dow Jones & Co., Inc.

77,100

4,365,788

Knight-Ridder, Inc.

128,700

7,319,813

McGraw-Hill Companies, Inc.

56,000

3,283,000

The New York Times Co. Class A

219,200

8,781,700

23,750,301

Restaurants - 0.1%

Darden Restaurants, Inc.

151,600

3,467,850

TOTAL MEDIA & LEISURE

54,501,424

NONDURABLES - 4.1%

Beverages - 2.3%

Anheuser-Busch Companies, Inc.

1,128,400

51,342,200

Pepsi Bottling Group, Inc.

389,800

15,567,638

The Coca-Cola Co.

425,000

25,898,438

92,808,276

Foods - 1.4%

PepsiCo, Inc.

450,000

22,303,125

Shares

Value (Note 1)

Quaker Oats Co.

284,000

$ 27,654,500

Sysco Corp.

280,000

8,400,000

58,357,625

Household Products - 0.4%

Colgate-Palmolive Co.

270,000

17,428,500

TOTAL NONDURABLES

168,594,401

RETAIL & WHOLESALE - 2.2%

Apparel Stores - 0.2%

Talbots, Inc.

55,000

2,509,375

Venator Group, Inc. (a)

500,000

7,750,000

10,259,375

General Merchandise Stores - 1.2%

Kohls Corp. (a)

45,000

2,745,000

Sears, Roebuck & Co.

334,600

11,627,350

The May Department Stores Co.

275,000

9,006,250

Wal-Mart Stores, Inc.

466,600

24,788,125

48,166,725

Grocery Stores - 0.3%

Pathmark Stores, Inc. (a)

248,622

4,102,263

Safeway, Inc. (a)

150,000

9,375,000

13,477,263

Retail & Wholesale, Miscellaneous - 0.5%

Home Depot, Inc.

324,300

14,816,456

Tiffany & Co., Inc.

155,800

4,927,175

19,743,631

TOTAL RETAIL & WHOLESALE

91,646,994

SERVICES - 0.1%

Robert Half International, Inc. (a)

135,000

3,577,500

TECHNOLOGY - 11.7%

Communications Equipment - 3.2%

ADC Telecommunications, Inc. (a)

866,000

15,696,250

Cisco Systems, Inc. (a)

1,174,000

44,905,500

Comverse Technology, Inc. (a)

312,400

33,934,450

Corning, Inc.

360,000

19,012,500

Nortel Networks Corp.

590,000

18,916,875

132,465,575

Computer Services & Software - 3.5%

Adobe Systems, Inc.

780,800

45,432,800

First Data Corp.

302,900

15,959,044

Microsoft Corp. (a)

897,700

38,937,738

Oracle Corp. (a)

1,010,800

29,376,375

Rational Software Corp. (a)

100,000

3,893,750

Sybase, Inc. (a)

200,000

3,962,500

VERITAS Software Corp. (a)

120,000

10,500,000

148,062,207

Computers & Office Equipment - 2.1%

EMC Corp. (a)

386,400

25,695,600

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Computers & Office Equipment - continued

Hewlett-Packard Co.

340,000

$ 10,731,250

International Business Machines Corp.

319,400

27,149,000

Sun Microsystems, Inc. (a)

812,200

22,640,075

86,215,925

Electronic Instruments - 0.1%

KLA-Tencor Corp. (a)

80,000

2,695,000

LAM Research Corp. (a)

75,300

1,091,850

3,786,850

Electronics - 2.8%

Advanced Micro Devices, Inc. (a)

400,000

5,525,000

Analog Devices, Inc. (a)

49,200

2,518,425

AVX Corp.

150,000

2,456,250

Exar Corp. (a)

52,000

1,611,188

Integrated Device Technology, Inc. (a)

100,000

3,312,500

Intel Corp.

1,203,200

36,171,200

Motorola, Inc.

571,051

11,563,783

National Semiconductor Corp. (a)

173,000

3,481,625

PMC-Sierra, Inc. (a)

30,000

2,358,750

Sanmina Corp. (a)

50,000

3,831,250

Texas Instruments, Inc.

840,800

39,832,900

Vishay Intertechnology, Inc. (a)

194,700

2,944,838

115,607,709

TOTAL TECHNOLOGY

486,138,266

TRANSPORTATION - 0.3%

Air Transportation - 0.3%

AMR Corp.

100,000

3,918,750

Delta Air Lines, Inc.

150,000

7,528,125

11,446,875

UTILITIES - 3.9%

Cellular - 0.0%

Leap Wireless International, Inc. warrants 4/15/10 (a)(g)

500

1,000

McCaw International Ltd. warrants 4/16/07 (a)(g)

8,150

81,500

Sprint Corp. - PCS Group Series 1 (a)

100,000

2,043,750

2,126,250

Electric Utility - 1.6%

Duke Energy Corp.

40,000

3,410,000

Energy East Corp.

408,100

8,034,469

Entergy Corp.

150,000

6,346,875

FPL Group, Inc.

250,000

17,937,500

PG&E Corp.

170,000

3,400,000

Pinnacle West Capital Corp.

112,500

5,357,813

PPL Corp.

128,500

5,806,594

Shares

Value (Note 1)

Public Service Enterprise Group, Inc.

170,100

$ 8,271,113

Reliant Energy, Inc.

190,000

8,229,375

66,793,739

Gas - 0.9%

Dynegy, Inc. Class A

180,000

10,091,250

Enron Corp.

319,800

26,583,375

36,674,625

Telephone Services - 1.4%

BellSouth Corp.

502,300

20,562,906

Ono Finance PLC rights 5/31/09 (a)(g)

1,740

10,440

Qwest Communications International, Inc. (a)

558,495

22,898,295

Sprint Corp. - FON Group

314,900

6,396,406

Verizon Communications

175,000

8,771,846

58,639,893

TOTAL UTILITIES

164,234,507

TOTAL COMMON STOCKS

(Cost $1,739,116,154)

2,055,592,179

Preferred Stocks - 1.4%

Convertible Preferred Stocks - 0.1%

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

Earthwatch, Inc. Series C $0.2975 (g)

111,200

27,800

Radio One, Inc. $65.00 (g)

5,700

4,517,250

4,545,050

Nonconvertible Preferred Stocks - 1.3%

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II $88.75

1,490

1,488,984

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Fresenius Medical Care Capital Trust II $7.875

653

628,166

MEDIA & LEISURE - 0.5%

Broadcasting - 0.4%

Adelphia Communications Corp. Series B, $13.00

7,763

621,040

Citadel Broadcasting Co. Series B, $13.25 pay-in-kind

29,312

2,462,208

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

97,878

10,179,312

Pegasus Communications Corp. $127.50 pay-in-kind

366

346,328

13,608,888

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

MEDIA & LEISURE - continued

Publishing - 0.1%

PRIMEDIA, Inc.:

$9.20

37,775

$ 2,946,450

Series D, $10.00

19,485

1,597,770

4,544,220

TOTAL MEDIA & LEISURE

18,153,108

UTILITIES - 0.8%

Cellular - 0.5%

Crown Castle International Corp. $127.50 pay-in-kind

5,790

5,558,400

Dobson Communications Corp. $130.00 pay-in-kind

683

607,870

Nextel Communications, Inc. Series E, $111.25 pay-in-kind

15,498

12,863,340

19,029,610

Telephone Services - 0.3%

Broadwing Communications, Inc.
Series B, $125.00 pay-in-kind

8,239

7,991,830

Intermedia Communications, Inc.
Series B, $135.00 pay-in-kind

5,500

2,750,000

XO Communications, Inc. $7.00 pay-in-kind

122,390

3,916,480

14,658,310

TOTAL UTILITIES

33,687,920

TOTAL NONCONVERTIBLE PREFERRED STOCKS

53,958,178

TOTAL PREFERRED STOCKS

(Cost $66,892,662)

58,503,228

Corporate Bonds - 17.1%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 0.3%

HEALTH - 0.2%

Medical Facilities Management - 0.2%

Tenet Healthcare Corp. 6% 12/1/05

B1

$ 4,710,000

4,097,700

Total Renal Care Holdings, Inc.:

7% 5/15/09 (g)

B3

2,940,000

2,440,200

7% 5/15/09

B3

3,460,000

2,871,800

9,409,700

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

EchoStar Communications Corp. 4.875% 1/1/07

Caa2

$ 3,440,000

$ 2,571,400

TOTAL CONVERTIBLE BONDS

11,981,100

Nonconvertible Bonds - 16.8%

BASIC INDUSTRIES - 0.6%

Chemicals & Plastics - 0.4%

Avecia Group PLC 11% 7/1/09

B2

3,955,000

3,915,450

Huntsman Corp. 9.5% 7/1/07 (g)

B2

4,485,000

2,646,150

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

775,000

744,000

Lyondell Chemical Co.:

Series A, 9.625% 5/1/07

Ba3

2,000,000

1,940,000

Series B, 9.875% 5/1/07

Ba3

5,300,000

5,114,500

Sovereign Specialty Chemicals, Inc. 11.875% 3/15/10

B3

1,655,000

1,601,213

Sterling Chemicals, Inc. 12.375% 7/15/06

B3

2,005,000

1,824,550

17,785,863

Packaging & Containers - 0.1%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

2,825,000

1,751,500

9.75% 6/15/07

Caa1

3,675,000

2,315,250

4,066,750

Paper & Forest Products - 0.1%

Potlatch Corp. 6.25% 3/15/02

Baa1

3,320,000

3,271,395

TOTAL BASIC INDUSTRIES

25,124,008

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.0%

American Standard Companies, Inc. 8.25% 6/1/09

Ba2

1,120,000

1,080,800

American Standard, Inc. 7.375% 4/15/05

Ba2

165,000

159,638

Numatics, Inc. 9.625% 4/1/08

B3

170,000

105,400

1,345,838

Real Estate - 0.1%

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

2,950,000

2,947,552

Real Estate Investment Trusts - 0.3%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

1,590,000

1,555,259

7.125% 3/15/04

Baa2

4,200,000

4,183,074

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

CONSTRUCTION & REAL ESTATE - continued

Real Estate Investment Trusts - continued

Equity Office Properties Trust:

6.375% 2/15/03

Baa1

$ 3,600,000

$ 3,570,984

6.75% 2/15/08

Baa1

1,590,000

1,540,949

7.75% 11/15/07

Baa1

3,220,000

3,310,740

14,161,006

TOTAL CONSTRUCTION & REAL ESTATE

18,454,396

DURABLES - 0.2%

Autos, Tires, & Accessories - 0.1%

TRW, Inc. 8.75% 5/15/06

Baa1

3,830,000

3,815,446

Home Furnishings - 0.0%

Sealy Mattress Co. 9.875% 12/15/07

B2

290,000

279,125

Textiles & Apparel - 0.1%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

5,070,000

4,828,110

TOTAL DURABLES

8,922,681

ENERGY - 0.7%

Coal - 0.0%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

1,590,000

1,582,050

Energy Services - 0.1%

R&B Falcon Corp. Series B, 6.5% 4/15/03

Ba3

1,785,000

1,709,138

RBF Finance Co. 11% 3/15/06

Ba3

1,260,000

1,458,450

3,167,588

Oil & Gas - 0.6%

Apache Corp. 7.625% 7/1/19

A3

2,970,000

3,072,584

Chesapeake Energy Corp. Series B:

7.875% 3/15/04

B2

890,000

863,300

9.625% 5/1/05

B2

2,510,000

2,572,750

Cross Timbers Oil Co. Series B:

8.75% 11/1/09

B2

2,700,000

2,706,750

9.25% 4/1/07

B2

290,000

293,625

Oryx Energy Co.:

8% 10/15/03

Baa1

3,055,000

3,165,927

8.125% 10/15/05

Baa1

4,935,000

5,220,737

8.375% 7/15/04

Baa1

2,335,000

2,461,020

Petro-Canada 7% 11/15/28

A3

1,290,000

1,213,181

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

$ 1,880,000

$ 2,151,171

Plains Resources, Inc. Series B, 10.25% 3/15/06

B2

245,000

243,775

23,964,820

TOTAL ENERGY

28,714,458

FINANCE - 4.1%

Banks - 1.5%

Bank of America Corp. 7.8% 2/15/10

Aa3

2,870,000

2,990,397

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

2,820,000

3,004,061

Bank One Capital III 8.75% 9/1/30

Aa3

2,400,000

2,346,456

Bank One Corp. 7.875% 8/1/10

A1

7,050,000

7,344,902

BankBoston Corp. 6.625% 2/1/04

A3

1,700,000

1,708,721

Capital One Bank:

6.26% 5/7/01

Baa2

3,160,000

3,153,775

6.375% 2/15/03

Baa2

2,870,000

2,802,670

6.48% 6/28/02

Baa2

1,740,000

1,701,720

6.65% 3/15/04

Baa3

2,320,000

2,239,983

Capital One Financial Corp. 7.125% 8/1/08

Baa3

5,040,000

4,602,226

Commonwealth Bank of Australia 8.5% 6/1/10

Aa3

1,700,000

1,874,403

Den Danske Bank AS 6.375% 6/15/08 (g)(j)

A1

8,340,000

8,204,475

HSBC Finance Nederland BV 7.4% 4/15/03 (g)

A1

500,000

509,915

Korea Development Bank:

6.625% 11/21/03

Baa2

4,165,000

4,089,197

7.125% 4/22/04

Baa2

675,000

673,022

7.375% 9/17/04

Baa2

615,000

615,141

Popular, Inc. 6.2% 4/30/01

A3

1,840,000

1,835,786

Royal Bank of Scotland Group PLC:

7.816% 11/29/49

A1

3,230,000

3,293,243

9.118% 3/31/49

A1

2,655,000

2,888,428

Summit Bancorp 8.625% 12/10/02

A3

1,730,000

1,791,502

Union Planters National Bank 6.81% 8/20/01

A3

3,500,000

3,500,770

61,170,793

Credit & Other Finance - 2.1%

Abbey National Capital Trust I 8.963% 12/29/49 (f)

Aa3

3,265,000

3,368,305

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

4,250,000

3,972,390

Associates Corp. of North America 5.8% 4/20/04

Aa3

4,880,000

4,797,089

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

FINANCE - continued

Credit & Other Finance - continued

CIT Group, Inc. 5.5% 2/15/04

A1

$ 680,000

$ 647,550

Citigroup, Inc. 7.25% 10/1/10

Aa3

8,200,000

8,471,666

Countrywide Funding Corp. 6.45% 2/27/03

A3

3,950,000

3,946,485

Daimler-Chrysler NA Holding Corp. Series B, 6.59% 6/18/02

A2

900,000

894,897

Details Capital Corp. 0% 11/15/07 (e)

Caa1

505,000

393,900

Dobson/Sygnet Communications Co. 12.25% 12/15/08

B3

755,000

747,450

ERP Operating LP:

6.55% 11/15/01

A3

1,500,000

1,498,200

7.1% 6/23/04

A3

3,980,000

3,999,701

First Security Capital I 8.41% 12/15/26

A3

775,000

721,138

Ford Motor Credit Co.:

7.5% 3/15/05

A2

3,850,000

3,945,750

7.875% 6/15/10

A2

1,690,000

1,738,452

GS Escrow Corp.:

7% 8/1/03

Ba1

1,100,000

1,055,571

7.125% 8/1/05

Ba1

1,175,000

1,102,632

HSBC Capital Funding LP:

9.547% 12/31/49 (f)(g)

A1

1,600,000

1,755,280

10.176% 12/31/49 (f)(g)

A1

2,600,000

2,985,398

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

1,315,000

1,295,933

PNC Funding Corp. 6.875% 3/1/03

A3

2,020,000

2,025,474

PTC International Finance BV 0% 7/1/07 (e)

B2

5,950,000

4,373,250

PTC International Finance II SA 11.25% 12/1/09

B2

440,000

418,000

Qwest Capital Funding, Inc. 7.75% 8/15/06 (g)

Baa1

5,000,000

5,190,400

Sprint Capital Corp. 6.875% 11/15/28

Baa1

6,880,000

5,563,099

The Money Store, Inc. 7.3% 12/1/02

A2

2,550,000

2,586,287

TXU Eastern Funding:

6.15% 5/15/02

Baa1

2,510,000

2,469,213

6.75% 5/15/09

Baa1

3,925,000

3,683,416

U.S. West Capital Funding, Inc. 6.875% 7/15/28

Baa1

2,905,000

2,565,638

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

3,100,000

3,263,060

Unilever Capital Corp. 6.875% 11/1/05

A1

4,580,000

4,729,308

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Verizon Global Funding Corp.:

6.75% 12/1/05 (g)

A1

$ 2,530,000

$ 2,537,590

7.75% 12/1/30 (g)

A1

3,730,000

3,826,905

90,569,427

Savings & Loans - 0.3%

Home Savings of America FSB 6.5% 8/15/04

A3

2,830,000

2,812,879

Long Island Savings Bank FSB:

6.2% 4/2/01

Baa3

3,770,000

3,754,505

7% 6/13/02

Baa3

3,400,000

3,372,460

Sovereign Bancorp, Inc. 6.625% 3/15/01

Ba3

4,300,000

4,285,380

14,225,224

Securities Industry - 0.2%

Amvescap PLC yankee:

6.375% 5/15/03

A2

2,200,000

2,168,782

6.6% 5/15/05

A2

4,410,000

4,322,197

6,490,979

TOTAL FINANCE

172,456,423

HEALTH - 0.2%

Medical Facilities Management - 0.2%

Columbia/HCA Healthcare Corp.:

6.73% 7/15/45

Ba2

1,185,000

1,147,969

7.15% 3/30/04

Ba2

700,000

681,625

Fountain View, Inc. 11.25% 4/15/08

Caa1

2,330,000

955,300

Tenet Healthcare Corp.:

Series B, 9.25% 9/1/10

Ba1

1,065,000

1,154,194

8.125% 12/1/08

Ba3

465,000

467,325

8.625% 12/1/03

Ba1

815,000

835,375

Unilab Corp. 12.75% 10/1/09

B3

725,000

779,375

6,021,163

INDUSTRIAL MACHINERY & EQUIPMENT - 0.4%

Industrial Machinery & Equipment - 0.2%

Dunlop Standard Aero Holdings PLC 11.875% 5/15/09

B3

2,140,000

2,134,650

Roller Bearing Holding, Inc. 0% 6/15/09 (e)(g)

-

3,550,000

1,952,500

Tyco International Group SA:

7% 6/15/28

Baa1

5,310,000

4,999,684

yankee 6.375% 6/15/05

Baa1

830,000

827,161

9,913,995

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Pollution Control - 0.2%

Allied Waste North America, Inc.:

7.625% 1/1/06

Ba3

$ 2,345,000

$ 2,227,750

7.875% 1/1/09

Ba3

3,000,000

2,782,500

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

1,220,000

963,800

Envirosource, Inc. Series B, 9.75% 6/15/03

Caa3

50,000

15,000

5,989,050

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

15,903,045

MEDIA & LEISURE - 4.3%

Broadcasting - 3.0%

AMFM Operating, Inc. 12.625% 10/31/06 pay-in-kind

-

1,523,800

1,752,370

Ascent Entertainment Group, Inc. 0% 12/15/04 (e)

Ba1

565,000

457,650

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

6,040,000

5,683,338

Callahan Nordrhein Westfalen:

0% 7/15/10 (e)(g)

B3

4,550,000

1,729,000

14% 7/15/10 (g)

B3

2,015,000

1,813,500

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 1/15/10 (e)

B2

565,000

326,288

0% 4/1/11 (e)

B2

8,375,000

4,920,313

10% 4/1/09

B2

3,300,000

3,209,250

Citadel Broadcasting Co.:

9.25% 11/15/08

B3

1,165,000

1,121,313

10.25% 7/1/07

B3

7,080,000

7,097,700

Clear Channel Communications, Inc. 6.875% 6/15/18

Baa3

3,450,000

3,069,741

Comcast UK Cable Partners Ltd. 11.2% 11/15/07

B2

3,360,000

2,856,000

Continental Cablevision, Inc.:

8.3% 5/15/06

A3

3,275,000

3,401,415

8.625% 8/15/03

A3

2,790,000

2,892,142

CSC Holdings, Inc.:

9.25% 11/1/05

Ba3

280,000

281,400

9.875% 5/15/06

Ba3

700,000

714,000

9.875% 4/1/23

B1

370,000

384,800

10.5% 5/15/16

Ba3

1,130,000

1,231,700

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Diamond Cable Communications PLC yankee:

0% 2/15/07 (e)

B2

$ 3,730,000

$ 2,368,550

11.75% 12/15/05

B2

2,460,000

2,152,500

Earthwatch, Inc. 0% 7/15/07 (e)

-

2,265,000

1,359,000

EchoStar DBS Corp.:

9.25% 2/1/06

B1

1,510,000

1,472,250

9.375% 2/1/09

B1

7,685,000

7,492,875

Fox Family Worldwide, Inc.:

0% 11/1/07 (e)

B1

5,215,000

4,041,625

9.25% 11/1/07

B1

1,020,000

1,020,000

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 0% 9/15/07 (e)

B2

1,630,000

1,401,800

FrontierVision Operating Partners LP/ FrontierVision Capital Corp. 11% 10/15/06

B2

1,910,000

1,910,000

Golden Sky DBS, Inc. 0% 3/1/07 (e)

Caa1

6,230,000

3,457,650

Golden Sky Systems, Inc. 12.375% 8/1/06

B3

1,585,000

1,545,375

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

3,200,000

2,755,552

International Cabletel, Inc. Series B, 0% 2/1/06 (e)

B2

1,850,000

1,609,500

Knology Holding, Inc. 0% 10/15/07 (e)

-

1,660,000

348,600

NTL Communications Corp. 11.5% 10/1/08

B3

2,050,000

1,804,000

NTL, Inc. 0% 4/1/08 (e)

B3

9,455,000

5,200,250

Pegasus Communications Corp. 9.625% 10/15/05

B3

3,865,000

3,604,113

Spectrasite Holdings, Inc.:

0% 3/15/10 (e)

B3

12,670,000

6,081,600

12.5% 11/15/10 (g)

B3

2,000,000

1,980,000

TCI Communications, Inc. 9.8% 2/1/12

A3

4,550,000

5,175,443

Telemundo Holdings, Inc. 0% 8/15/08 (e)

Caa1

7,848,000

5,258,160

Telewest Communications PLC 0% 2/1/10 (e)

B1

3,335,000

1,500,750

Telewest PLC 11% 10/1/07

B1

3,665,000

3,197,713

Time Warner, Inc. 9.125% 1/15/13

Baa1

5,355,000

6,224,224

United Pan-Europe Communications NV:

0% 8/1/09 (e)

B2

2,930,000

908,300

0% 2/1/10 (e)

B2

8,630,000

2,502,700

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

United Pan-Europe Communications NV: - continued

10.875% 8/1/09

B2

$ 4,723,000

$ 3,022,720

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

1,935,000

1,930,840

124,268,010

Entertainment - 0.3%

Mandalay Resort Group:

9.5% 8/1/08

Ba2

490,000

490,000

10.25% 8/1/07

Ba3

2,020,000

1,994,750

MGM Mirage, Inc. 8.5% 9/15/10

Baa3

170,000

171,700

Paramount Communications, Inc. 7.5% 1/15/02

A3

1,785,000

1,794,782

Park Place Entertainment Corp. 8.875% 9/15/08

Ba2

675,000

680,063

Premier Parks, Inc.:

0% 4/1/08 (e)

B3

10,045,000

6,981,275

9.75% 6/15/07

B3

1,760,000

1,698,400

13,810,970

Lodging & Gaming - 0.7%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

3,860,000

3,512,600

HMH Properties, Inc.:

Series A, 7.875% 8/1/05

Ba2

2,000,000

1,920,000

Series B, 7.875% 8/1/08

Ba2

5,860,000

5,552,350

Horseshoe Gaming LLC 8.625% 5/15/09

B2

5,235,000

5,077,950

International Game Technology 8.375% 5/15/09

Ba1

2,575,000

2,568,563

ITT Corp. 7.375% 11/15/15

Ba1

1,320,000

1,188,000

Station Casinos, Inc.:

8.875% 12/1/08

B1

1,670,000

1,636,600

9.875% 7/1/10

B1

4,740,000

4,870,350

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

2,130,000

2,119,350

28,445,763

Publishing - 0.3%

K-III Communications Corp. 8.5% 2/1/06

Ba3

465,000

453,375

News America Holdings, Inc.:

7.7% 10/30/25

Baa3

4,300,000

3,747,837

7.75% 1/20/24

Baa3

2,590,000

2,297,408

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

8% 10/17/16

Baa3

$ 2,450,000

$ 2,214,286

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa1

1,550,000

1,678,526

10,391,432

Restaurants - 0.0%

NE Restaurant, Inc. 10.75% 7/15/08

B3

2,760,000

1,656,000

TOTAL MEDIA & LEISURE

178,572,175

NONDURABLES - 0.4%

Foods - 0.2%

ConAgra Foods, Inc. 7.125% 10/1/26

Baa1

3,200,000

3,212,768

Del Monte Foods Co. 0% 12/15/07 (e)

Caa1

1,655,000

1,224,700

Nabisco, Inc. 6.85% 6/15/05

A2

3,930,000

3,916,952

8,354,420

Tobacco - 0.2%

Philip Morris Companies, Inc.:

7% 7/15/05

A2

3,955,000

3,949,582

7.25% 9/15/01

A2

1,450,000

1,443,475

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

3,500,000

3,407,495

8,800,552

TOTAL NONDURABLES

17,154,972

RETAIL & WHOLESALE - 0.2%

General Merchandise Stores - 0.2%

Dayton Hudson Corp. 7.5% 7/15/06

A2

3,500,000

3,659,495

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

3,000,000

2,879,250

8.5% 6/15/03

Baa1

2,580,000

2,634,335

9,173,080

SERVICES - 0.1%

Advertising - 0.1%

Lamar Media Corp.:

9.25% 8/15/07

B1

1,950,000

1,969,500

9.625% 12/1/06

B1

2,150,000

2,230,625

4,200,125

Printing - 0.0%

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

1,055,000

981,150

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

SERVICES - continued

Services - 0.0%

Medpartners, Inc. 7.375% 10/1/06

B2

$ 490,000

$ 453,250

TOTAL SERVICES

5,634,525

TECHNOLOGY - 0.6%

Communications Equipment - 0.1%

Corning, Inc. 6.85% 3/1/29

A2

2,350,000

2,046,145

Computers & Office Equipment - 0.3%

Comdisco, Inc. 6.375% 11/30/01

Baa2

8,300,000

7,636,000

Compaq Computer Corp. 7.45% 8/1/02

Baa2

3,700,000

3,690,417

Globix Corp. 12.5% 2/1/10

B-

3,270,000

1,144,500

12,470,917

Electronics - 0.2%

ChipPAC International Ltd. 12.75% 8/1/09

B3

2,180,000

1,798,500

Details, Inc. 10% 11/15/05

B3

520,000

478,400

Flextronics International Ltd. yankee 9.875% 7/1/10

Ba3

4,425,000

4,380,750

Micron Technology, Inc. 6.5% 9/30/05 (k)

B3

3,000,000

2,460,000

9,117,650

TOTAL TECHNOLOGY

23,634,712

TRANSPORTATION - 0.9%

Air Transportation - 0.2%

Continental Airlines, Inc. pass thru trust certificates Series 1999 2:

Class C1, 7.73% 9/15/12

Baa1

409,992

405,769

Class C2, 7.434% 3/15/06

Baa1

1,110,000

1,108,407

Delta Air Lines, Inc.:

7.57% 11/18/10

Aa2

895,000

951,134

8.3% 12/15/29

Baa3

4,000,000

3,440,600

Qantas Airways Ltd. 7.75% 6/15/09 (g)

Baa1

4,370,000

4,498,041

10,403,951

Railroads - 0.7%

Canadian National Railway Co. 6.9% 7/15/28

Baa2

3,390,000

3,168,531

CSX Corp.:

6.25% 10/15/08

Baa2

2,385,000

2,282,850

6.46% 6/22/05

Baa2

5,120,000

5,093,786

Kansas City Southern Railway Co. 9.5% 10/1/08 (g)

Ba2

1,045,000

1,071,125

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

$ 6,610,000

$ 6,715,099

TFM SA de CV:

0% 6/15/09 (e)

B1

5,450,000

4,046,625

10.25% 6/15/07

B1

3,500,000

3,237,500

Wisconsin Central Transportation Corp. 6.625% 4/15/08

Baa2

1,810,000

1,692,115

27,307,631

TOTAL TRANSPORTATION

37,711,582

UTILITIES - 3.7%

Cellular - 1.9%

AirGate PCS, Inc. 0% 10/1/09 (e)

Caa1

3,230,000

1,824,950

Alamosa PCS Holdings, Inc. 0% 2/15/10 (e)

Caa1

3,855,000

1,734,750

Crown Castle International Corp. 0% 5/15/11 (e)

B3

6,330,000

4,241,100

Dobson Communications Corp. 10.875% 7/1/10

B3

1,235,000

1,210,300

Echostar Broadband Corp. 10.375% 10/1/07 (g)

B3

8,175,000

8,052,375

Horizon PCS, Inc. 0% 10/1/10 unit (e)(g)

Caa1

2,845,000

1,166,450

Leap Wireless International, Inc. 12.5% 4/15/10

Caa2

500,000

290,000

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

7,505,000

4,503,000

Millicom International Cellular SA 0% 6/1/06 (e)

Caa1

7,300,000

5,730,500

Nextel Communications, Inc.:

0% 10/31/07 (e)

B1

16,310,000

11,987,850

0% 2/15/08 (e)

B1

840,000

602,700

Nextel International, Inc. 12.75% 8/1/10 (g)

Caa1

895,000

720,475

Nextel Partners, Inc.:

11% 3/15/10

B3

625,000

596,875

11% 3/15/10

B3

1,585,000

1,513,675

TeleCorp PCS, Inc.:

0% 4/15/09 (e)

B3

4,785,000

3,265,763

10.625% 7/15/10

B3

715,000

727,513

Tritel PCS, Inc. 0% 5/15/09 (e)

B3

2,455,000

1,669,400

Triton PCS, Inc. 0% 5/1/08 (e)

B3

6,515,000

5,146,850

US Unwired, Inc. 0% 11/1/09 (e)

Caa1

3,705,000

1,593,150

Vodafone Group PLC 7.625% 2/15/05

A2

3,040,000

3,146,157

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Cellular - continued

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

B2

$ 13,420,000

$ 9,729,500

10.375% 11/15/09

B2

7,440,000

7,998,000

77,451,333

Electric Utility - 0.7%

AES Corp. 9.375% 9/15/10

Ba1

4,480,000

4,580,800

Avon Energy Partners Holdings:

6.46% 3/4/08 (g)

Baa2

3,960,000

3,710,678

6.73% 12/11/02 (g)

Baa2

4,910,000

4,872,340

CMS Energy Corp.:

8.375% 7/1/03

Ba3

1,755,000

1,746,225

9.875% 10/15/07

Ba3

660,000

686,400

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

885,000

956,605

Hydro-Quebec yankee 8.4% 3/28/25

A2

2,620,000

2,948,082

Illinois Power Co. 7.5% 6/15/09

Baa1

1,880,000

1,925,609

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (g)

A3

3,920,000

3,456,578

yankee 7.875% 12/15/26 (g)

A3

1,960,000

1,755,121

Nisource Finance Corp. 7.875% 11/15/10 (g)

Baa2

4,065,000

4,279,120

Texas Utilities Co. 6.375% 1/1/08

Baa3

390,000

369,252

31,286,810

Gas - 0.1%

Reliant Energy Resources Corp. 8.125% 7/15/05 (g)

Baa1

2,550,000

2,652,281

Sempra Energy 7.95% 3/1/10

A2

1,210,000

1,197,295

3,849,576

Telephone Services - 1.0%

Asia Global Crossing Ltd. 13.375% 10/15/10 (g)

B2

2,200,000

1,897,500

AT&T Corp. 6.5% 3/15/29

A2

3,685,000

2,945,310

British Telecommunications PLC:

7.625% 12/15/05

A2

3,210,000

3,241,843

8.625% 12/15/30

A2

1,205,000

1,214,050

Cable & Wireless Optus Ltd. 8% 6/22/10 (g)

Baa1

3,020,000

3,311,007

Intermedia Communications, Inc.:

0% 7/15/07 (e)

B2

1,050,000

630,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

0% 3/1/09 (e)

B3

$ 1,410,000

$ 564,000

8.6% 6/1/08

B2

100,000

70,000

8.875% 11/1/07

B2

50,000

35,000

Ono Finance PLC 13% 5/1/09

Caa1

1,005,000

743,700

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

5,540,000

5,396,736

Telefonica Europe BV 8.25% 9/15/30

A2

2,760,000

2,777,857

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

6,886,000

6,822,373

7.7% 7/20/29

Baa1

5,110,000

5,087,158

Teligent, Inc. 11.5% 12/1/07

Caa1

4,295,000

558,350

WorldCom, Inc.:

8% 5/16/06

A3

2,140,000

2,192,516

8.875% 1/15/06

A3

3,139,000

3,242,461

40,729,861

TOTAL UTILITIES

153,317,580

TOTAL NONCONVERTIBLE BONDS

700,794,800

TOTAL CORPORATE BONDS

(Cost $747,033,297)

712,775,900

U.S. Government and Government Agency Obligations - 7.1%

U.S. Government Agency Obligations - 2.7%

Fannie Mae:

6% 12/15/05

Aaa

4,720,000

4,775,696

6% 5/15/08

Aaa

8,100,000

8,130,375

6.5% 4/29/09

Aaa

450,000

447,044

7% 7/15/05

Aaa

5,420,000

5,688,453

7.25% 1/15/10

Aaa

6,200,000

6,732,828

7.25% 5/15/30

Aaa

4,280,000

4,862,033

Farm Credit Systems Financial Assistance Corp. 8.8% 6/10/05

Aaa

2,000,000

2,231,880

Federal Home Loan Bank:

5.195% 9/11/01

Aaa

4,500,000

4,476,780

6.75% 2/1/02

Aaa

51,240,000

51,776,483

Freddie Mac:

6.45% 4/29/09

Aaa

935,000

925,211

6.75% 8/1/05

Aaa

2,500,000

2,592,975

6.875% 1/15/05

Aaa

3,255,000

3,387,218

6.875% 9/15/10

Aaa

3,900,000

4,152,876

U.S. Government and Government Agency Obligations - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

U.S. Government Agency Obligations - continued

Freddie Mac: - continued

7% 7/15/05

Aaa

$ 9,850,000

$ 10,336,295

U.S. Department of Housing and Urban Development government guaranteed participation certificates Series 1996-A, 7.63% 8/1/14

Aaa

2,825,000

2,893,817

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

113,409,964

U.S. Treasury Obligations - 4.4%

U.S. Treasury Bills, yield at date of purchase 6.16% 1/11/01 (i)

-

11,300,000

11,284,994

U.S. Treasury Bonds:

6.125% 11/15/27

Aaa

24,235,000

26,056,503

6.125% 8/15/29

Aaa

4,315,000

4,693,253

7.625% 2/15/25

Aaa

4,990,000

6,325,623

8.125% 8/15/19

Aaa

50,610,000

65,421,523

11.75% 2/15/10 (callable)

Aaa

15,045,000

18,552,290

12% 8/15/13

Aaa

3,740,000

5,283,909

13.875% 5/15/11 (callable)

Aaa

21,150,000

29,457,932

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

150,000

145,851

6.25% 10/31/01

Aaa

820,000

824,100

6.5% 5/31/02

Aaa

7,900,000

8,018,500

6.625% 6/30/01

Aaa

2,514,000

2,524,994

7% 7/15/06

Aaa

500,000

544,220

7.25% 8/15/04

Aaa

1,404,000

1,500,960

TOTAL U.S. TREASURY OBLIGATIONS

180,634,652

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $288,427,820)

294,044,616

U.S. Government Agency -
Mortgage Securities - 10.9%

Fannie Mae - 8.8%

6% 6/1/13 to 1/1/29

Aaa

52,560,940

51,451,325

6.5% 5/1/23 to 12/1/30

Aaa

85,402,303

84,288,942

6.5% 1/1/31 (h)

Aaa

950,000

936,641

7% 8/1/13 to 10/1/29

Aaa

118,219,258

118,553,575

7.5% 7/1/16 to 3/1/30

Aaa

28,545,754

28,991,167

7.5% 1/1/31 (h)

Aaa

28,438,000

28,864,570

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

8% 1/1/26 to 6/1/30

Aaa

$ 8,421,162

$ 8,631,382

8% 1/1/31 (h)

Aaa

43,278,000

44,359,950

TOTAL FANNIE MAE

366,077,552

Freddie Mac - 0.4%

7.5% 5/1/17 to 11/1/30

Aaa

16,820,366

17,088,828

8% 7/1/17 to 5/1/27

Aaa

460,106

471,661

8.5% 7/1/22 to 6/1/23

Aaa

23,150

24,047

TOTAL FREDDIE MAC

17,584,536

Government National Mortgage Association - 1.7%

6% 12/15/08 to 6/15/09

Aaa

2,098,621

2,098,680

6.5% 6/15/08 to 8/15/27

Aaa

33,928,112

33,786,486

7% 7/15/28

Aaa

16,960,029

17,034,144

7.5% 9/15/22 to 8/15/28

Aaa

17,788,569

18,114,363

8% 5/15/25

Aaa

72,675

74,673

8.5% 12/15/16

Aaa

17,129

17,829

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

71,126,175

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $449,402,731)

454,788,263

Asset-Backed Securities - 0.8%

Airplanes pass through trust 10.875% 3/15/19

Ba2

1,684,029

1,204,080

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

3,730,000

3,723,006

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

2,950,000

2,926,492

CIT Marine Trust 5.8% 4/15/10

Aaa

5,920,000

5,894,100

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

351,349

351,459

CPS Auto Receivables Trust 6% 8/15/03

Aaa

1,524,203

1,517,772

CSXT Trade Receivables Master Trust 6% 7/25/04

Aaa

4,600,000

4,614,375

DaimlerChrysler Auto Trust 6.7% 6/8/03

Aaa

4,880,000

4,896,013

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

2,680,000

2,687,956

Asset-Backed Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Ford Credit Auto Owner Trust: - continued

6.4% 12/15/02

Aa2

$ 1,480,000

$ 1,486,013

7.03% 11/15/03

Aaa

704,000

713,680

Green Tree Financial Corp. 6.8% 6/15/27

Aaa

94,330

94,330

Petroleum Enhanced Trust Receivables Offering Petroleum Trust 7.2788% 2/5/03 (g)(j)

Baa2

1,073,313

1,070,462

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

2,650,000

2,716,250

UAF Auto Grantor Trust 6.1% 1/15/03 (g)

Aaa

1,569,486

1,576,353

TOTAL ASSET-BACKED SECURITIES

(Cost $35,908,560)

35,472,341

Collateralized Mortgage Obligations - 0.3%

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC weighted average coupon Series 1997-2 Class 2B, 7.1745% 12/29/25 (g)(j)

Ba3

947,541

465,627

U.S. Government Agency - 0.3%

Fannie Mae:

REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

3,300,000

3,169,023

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

2,600,000

2,466,141

sequential pay Series 2000-49 Class A, 7.5% 1/1/30

Aaa

5,547,000

5,692,609

TOTAL U.S. GOVERNMENT AGENCY

11,327,773

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $11,497,843)

11,793,400

Commercial Mortgage Securities - 1.7%

Berkeley Federal Bank & Trust FSB Series 1994-1 Class B, 7.5003% 8/1/24 (g)(j)

-

1,900,000

1,355,531

BTR 1 Trust weighted average coupon Series 1998-S1A Class G, 9.6815% 11/28/02 (g)(j)

Baa3

27,219

26,190

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

CBM Funding Corp. sequential pay Series 1996-1:

Class A3PI, 7.08% 11/1/07

AA

$ 3,000,000

$ 3,083,555

Class B, 7.48% 2/1/08

A

2,320,000

2,405,459

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1 Class E, 7.47% 1/10/13 (g)(j)

Baa1

5,490,000

5,489,572

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

5,730,000

5,635,713

Deutsche Mortgage & Asset Receiving Corp. Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

4,260,000

4,135,528

Equitable Life Assurance Society of the United States:

Series 174:

Class C1, 7.52% 5/15/06 (g)

A2

2,300,000

2,385,531

Class D1, 7.77% 5/15/06 (g)

Baa2

2,200,000

2,261,875

Series 961 Class B1, 7.33% 5/15/06 (g)

Aa2

3,500,000

3,647,110

First Chicago/Lennar Trust I weighted average coupon Series 1997-CHL1 Class E, 8.0835% 4/1/39 (j)

-

1,600,000

1,262,427

First Union-Lehman Brothers Commercial Mortgage Trust sequential pay Series 1997-C2 Class B, 6.79% 11/18/29

Aa2

8,640,000

8,754,075

FMAC Loan Receivables Trust weighted average coupon:

Series 1997-A Class E, 8.1103% 4/15/19 (g)(j)

-

500,000

200,000

Series 1997-B Class E, 7.8912% 9/15/19 (g)(j)

-

750,000

45,000

GAFCO Franchisee Loan Trust Series 1998-1 Class D, 14% 6/1/16 (g)(j)

-

1,300,000

988,813

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (g)

Ba1

750,000

699,229

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (g)(j)

Baa3

4,930,000

4,660,391

LTC Commercial Mortgage pass through certificates Series 1998-1 Class A, 6.029% 5/30/30 (g)

AAA

2,960,190

2,890,811

Commercial Mortgage Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nomura Asset Securities Corp. weighted average coupon Series 1998-D6 Class A4, 7.3622% 3/17/28 (j)

Baa2

$ 4,260,000

$ 4,212,741

Nomura Depositor Trust floater Series 1998-ST1A Class B2, 10.8698% 1/15/03 (g)(j)

-

800,000

746,750

Penn Mutual Life Insurance Co./Penn Insurance & Annuity Co. Series 1996-PML:

Class K, 7.9% 11/15/26 (g)

-

1,473,000

1,016,830

Class L, 7.9% 11/15/26 (g)

-

1,133,000

632,710

Structured Asset Securities Corp. Series 1996-CFL:

Class E, 7.75% 2/25/28

AA

2,390,000

2,412,966

Class G, 7.75% 2/25/28 (g)

BB

1,000,000

955,430

Thirteen Affiliates of General Growth Properties, Inc.:

sequential pay Series 1 Class A2, 6.602% 12/15/10 (g)

Aaa

4,200,000

4,217,719

Series 1:

Class D2, 6.992% 12/15/10 (g)

Baa2

4,120,000

3,967,914

Class E2, 7.224% 12/15/10 (g)

Baa3

2,450,000

2,337,453

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $71,367,008)

70,427,323

Foreign Government and Government Agency Obligations (d) - 0.5%

Chile Republic 6.875% 4/28/09

Baa1

1,900,000

1,847,978

Israeli State euro 6.375% 12/19/01

A2

3,350,000

3,360,151

Korean Republic yankee 8.75% 4/15/03

Baa2

1,340,000

1,392,917

Newfoundland Province yankee 11.625% 10/15/07

Baa1

2,000,000

2,533,700

Quebec Province 7.5% 9/15/29

A2

7,220,000

7,705,184

United Mexican States 9.875% 2/1/10

Baa3

2,770,000

2,980,520

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $19,056,407)

19,820,450

Supranational Obligations - 0.1%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $4,720,123)

Aaa

$ 4,750,000

$ 4,837,685

Floating Rate Loans - 3.8%

BASIC INDUSTRIES - 0.5%

Chemicals & Plastics - 0.3%

CP Kelco:

Tranche B term loan 10.0613% 3/31/08 (j)

B1

720,000

694,800

Tranche C term loan 10.3113% 9/30/08 (j)

B1

240,000

231,600

Huntsman ICI Chemicals LLC sr. secured:

Tranche B term loan 9.6403% 6/30/07 (j)

-

1,227,840

1,233,979

Tranche C term loan 9.9373% 6/30/08 (j)

-

1,766,964

1,775,799

Lyondell Chemical Co. sr. secured Tranche E term loan 10.645% 5/17/06 (j)

-

4,278,283

4,342,457

Resolution Performance Products LLC Tranche B term loan 10.47% 11/14/08 (j)

Ba3

1,800,000

1,800,000

Scotts Co. Tranche B term loan 9.1875% 12/31/07 (j)

Ba3

1,200,000

1,200,000

11,278,635

Packaging & Containers - 0.1%

Ball Corp. Tranche B term loan 8.5% 3/10/06 (j)

Ba2

2,000,000

2,010,000

Packaging Corp. of America Tranche B term loan 8.6514% 6/29/07 (j)

-

1,121,977

1,121,977

U.S. Can Corp. Tranche B term loan 10.2581% 10/4/08 (j)

-

3,400,000

3,417,000

6,548,977

Paper & Forest Products - 0.1%

Stone Container Corp. Tranche E term loan 10.2812% 10/1/03 (j)

B+

3,102,575

3,102,575

TOTAL BASIC INDUSTRIES

20,930,187

DURABLES - 0.1%

Consumer Durables - 0.0%

Blount, Inc. Tranche B term loan 10.763% 6/30/06 (j)

B1

2,383,136

2,359,305

Floating Rate Loans - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

DURABLES - continued

Home Furnishings - 0.1%

Sealy Mattress Co.:

Tranche B term loan 8.625% 12/15/04 (j)

Ba3

$ 1,321,760

$ 1,323,412

Tranche C term loan 8.875% 12/15/05 (j)

Ba3

952,622

953,813

Tranche D term loan 9.125% 12/15/06 (j)

Ba3

1,217,572

1,219,094

3,496,319

TOTAL DURABLES

5,855,624

ENERGY - 0.1%

Coal - 0.1%

P&L Coal Holdings Corp. Tranche B term loan 8.7673% 6/30/06 (j)

-

4,446,491

4,452,049

FINANCE - 0.2%

Credit & Other Finance - 0.2%

AES New York Funding Tranche B term loan 9.5625% 5/14/02 (j)

-

5,000,000

5,000,000

WCI Capital Corp. Tranche B term loan 11.25% 3/31/07 (j)

B2

1,800,000

1,602,000

6,602,000

HEALTH - 0.3%

Medical Facilities Management - 0.3%

DaVita, Inc. term loan 10.5032% 3/31/06 (j)

Ba2

3,079,683

3,052,736

Quest Diagnostics, Inc.:

Tranche B term loan 9.808% 6/15/06 (j)

Ba3

2,864,951

2,886,438

Tranche C term loan 10.3703% 6/15/06 (j)

Ba3

2,635,049

2,654,812

Unilab Corp. Tranche B term loan 10.5625% 11/23/06 (j)

B1

3,150,000

3,173,625

11,767,611

INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%

Pollution Control - 0.1%

Allied Waste North America, Inc.:

Tranche B term loan 9.365% 7/21/06 (j)

Ba3

2,272,727

2,159,091

Tranche C term loan 9.6896% 7/21/07 (j)

Ba3

2,727,273

2,590,909

4,750,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

MEDIA & LEISURE - 1.0%

Broadcasting - 0.7%

American Tower L P Tranche B term loan 10.05% 12/31/07 (j)

-

$ 4,200,000

$ 4,231,500

Century Cable Holdings LLC Tranche B term loan 9.19% 6/30/09 (j)

-

900,000

891,000

Century-TCI California L.P. Tranche B term loan 9.3% 12/31/07 (j)

Ba3

2,500,000

2,468,750

Charter Communication Operating LLC Tranche B term loan 9.26% 3/18/08 (j)

Ba3

8,750,000

8,706,250

Citadel Broadcasting Co. Tranche B term loan 9.875% 6/30/08 (j)

BB-

3,600,000

3,609,000

Entravision Communications Corp. Tranche B term loan 9.9375% 12/31/08 (j)

-

3,300,000

3,320,625

Pegasus Media & Communications, Inc. Tranche B term loan 10.1875% 4/30/05 (j)

-

4,650,000

4,650,000

Telemundo Group, Inc. Tranche B term loan 8.5631% 3/31/07 (j)

B1

2,895,753

2,881,274

30,758,399

Entertainment - 0.1%

Six Flags Theme Park, Inc. Tranche B term loan 9.97% 9/30/05 (j)

Ba2

3,300,000

3,333,000

Lodging & Gaming - 0.1%

KSL Recreation Group, Inc. Tranche C term loan 11.25% 12/21/06 (j)

-

1,600,000

1,604,000

Starwood Hotels & Resorts Worldwide, Inc. term loan 9.4249% 2/23/03 (j)

-

850,000

854,250

2,458,250

Publishing - 0.1%

Advanstar Communications, Inc. Tranche B term loan 10.14% 10/11/07 (j)

-

1,750,000

1,750,000

PRIMEDIA, Inc. Tranche B term loan 9.45% 7/31/04 (j)

Ba3

2,184,925

2,187,656

3,937,656

Floating Rate Loans - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

MEDIA & LEISURE - continued

Restaurants - 0.0%

Domino's, Inc.:

Tranche B term loan 10.3125% 12/21/06 (j)

-

$ 999,085

$ 1,009,076

Tranche C term loan 10.3125% 12/21/07 (j)

-

1,000,915

1,010,924

2,020,000

TOTAL MEDIA & LEISURE

42,507,305

NONDURABLES - 0.1%

Foods - 0.1%

Del Monte Corp. Tranche B term loan 9.5% 3/25/05 (j)

-

3,816,295

3,849,688

Tobacco - 0.0%

UST, Inc. Tranche B term loan 9.25% 2/16/05 (j)

A2

1,695,750

1,702,109

TOTAL NONDURABLES

5,551,797

RETAIL & WHOLESALE - 0.1%

Drug Stores - 0.1%

Duane Reade, Inc.:

Tranche B term loan 9.5611% 2/15/05 (j)

-

1,000,000

1,002,500

Tranche C term loan 9.8125% 2/15/06 (j)

-

2,197,497

2,197,497

3,199,997

SERVICES - 0.3%

Leasing & Rental - 0.1%

Crown Castle Operating Co. Tranche B term loan 9.39% 3/15/08 (j)

Ba3

4,200,000

4,231,500

Interpool, Inc. Tranche B term loan 8.8125% 10/24/02 (j)

-

1,000,000

1,002,500

5,234,000

Services - 0.2%

Iron Mountain, Inc. Tranche B term loan 9.5339% 2/28/06 (j)

-

6,694,750

6,728,224

TOTAL SERVICES

11,962,224

TECHNOLOGY - 0.1%

Computer Services & Software - 0.0%

Exodus Communications, Inc. Tranche B term loan 10.0133% 10/31/07 (j)

B+

1,150,000

1,155,750

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Electronic Instruments - 0.1%

Acterna LLC Tranche B term loan 9.6881% 9/30/07 (j)

-

$ 1,656,745

$ 1,656,745

TOTAL TECHNOLOGY

2,812,495

TRANSPORTATION - 0.0%

Railroads - 0.0%

Kansas City Southern Railway Co. Tranche B term loan 9.4488% 12/29/06 (j)

Ba1

1,200,000

1,212,000

UTILITIES - 0.9%

Cellular - 0.8%

Cook Inlet/Voicestream Operating Co. LLC Tranche B term loan 10.5% 12/31/08 (j)

B2

3,000,000

3,030,000

Microcell Telecommunications, Inc. Tranche E term loan 9.8613% 3/1/06 (j)

-

2,500,000

2,500,000

Nextel Finance Co.:

Tranche B term loan 10.1875% 6/30/08 (j)

Ba2

2,350,000

2,350,000

Tranche C term loan 10.4375% 12/31/08 (j)

Ba2

2,350,000

2,350,000

Powertel, Inc. Tranche A term loan 9.6875% 12/31/05 (j)

-

1,958,497

1,956,049

Tritel Holding Corp. Tranche B term loan 11.2138% 12/31/07 (j)

B2

4,250,000

4,292,500

Triton PCS, Inc. Tranche B term loan 9.6875% 2/4/07 (j)

-

5,850,000

5,893,875

VoiceStream PCS Holding LLC:

Tranche A term loan 9.62% 12/31/06 (j)

B1

2,000,000

1,965,000

Tranche B term loan 9.64% 2/25/09 (j)

B+

5,000,000

4,937,500

Western Wireless Corp.:

Tranche A term loan 8.535% 3/31/08 (j)

Ba2

2,100,000

2,079,000

Tranche B term loan 9.535% 9/30/08 (j)

Ba2

2,550,000

2,562,750

33,916,674

Floating Rate Loans - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

UTILITIES - continued

Telephone Services - 0.1%

Global Crossing Holdings Ltd. Tranche B term loan 9.28% 6/30/06 (j)

-

$ 2,500,000

$ 2,512,500

McLeodUSA, Inc. Tranche B term loan 9.21% 5/31/08 (j)

Ba2

1,700,000

1,700,000

4,212,500

TOTAL UTILITIES

38,129,174

TOTAL FLOATING RATE LOANS

(Cost $160,091,773)

159,732,463

Commercial Paper - 0.2%

British Telecom PLC 6.8525% 10/9/01 (j)
(Cost $6,789,655)

6,800,000

6,799,823

Cash Equivalents - 0.1%

Maturity Amount

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 3.5%, dated 12/29/00 due 1/2/01
(Cost $2,635,000)

$ 2,636,025

2,635,000

Money Market Funds - 7.9%

Shares

Fidelity Cash Central Fund, 6.53% (c)

124,831,059

124,831,059

Fidelity Money Market
Central Fund, 6.71% (c)

204,160,162

204,160,162

Fidelity Securities Lending
Cash Central Fund, 6.61% (c)

29,500

29,500

TOTAL MONEY MARKET FUNDS

(Cost $329,020,721)

329,020,721

TOTAL INVESTMENT PORTFOLIO - 101.3%

(Cost $3,931,959,754)

4,216,243,392

NET OTHER ASSETS - (1.3)%

(52,706,047)

NET ASSETS - 100%

$ 4,163,537,345

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

543 S&P 500 Stock Index Contracts

March 2001

$ 181,226,250

$ (8,113,538)

The face value of futures purchased as a percentage of net assets - 4.4%

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $129,262,085 or 3.1% of net assets.

(h) Security purchased on a delayed delivery or when-issued basis.

(i) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $11,284,994.

(j) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Micron Technology, Inc.
6.5% 9/30/05

7/15/99 - 4/10/00

$ 2,417,500

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

23.5%

AAA, AA, A

20.5%

Baa

6.2%

BBB

5.8%

Ba

2.7%

BB

2.7%

B

5.6%

B

5.7%

Caa

0.9%

CCC

0.7%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 1.9%. FMR has determined that unrated debt securities that are lower quality account for 1.9% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $3,140,277,170 and $3,720,590,739, respectively, of which long-term U.S. government and government agency obligations aggregated $1,128,611,406 and $1,167,789,592, respectively.

On July 25, 2000, the fund transferred substantially all of its money market investments to Fidelity Money Market Central Fund in exchange for shares of this fund.

The market value of futures contracts opened and closed during the period amounted to $1,065,761,233 and $861,049,737, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $56,940 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $2,460,000 or 0.1% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $28,313. The fund received cash collateral of $29,500 which was invested in cash equivalents.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $3,932,222,919. Net unrealized appreciation aggregated $284,020,473, of which $532,233,077 related to appreciated investment securities and $248,212,604 related to depreciated investment securities.

The fund hereby designates approximately $336,950,000 as a capital gain dividend for the purpose of the dividend paid deduction.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Fidelity Variable Insurance Products: Asset Manager Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value (including repurchase agreements of $2,635,000)
(cost $3,931,959,754) -
See accompanying schedule

$ 4,216,243,392

Cash

294,011

Receivable for investments sold

13,232,828

Receivable for fund shares sold

4,082,811

Dividends receivable

1,347,885

Interest receivable

26,136,085

Other receivables

286,072

Total assets

4,261,623,084

Liabilities

Payable for investments purchased
Regular delivery

$ 11,414,426

Delayed delivery

79,704,773

Payable for fund shares redeemed

1,940,076

Accrued management fee

1,828,001

Distribution fees payable

3,445

Payable for daily variation on
futures contracts

2,470,650

Other payables and
accrued expenses

694,868

Collateral on securities loaned,
at value

29,500

Total liabilities

98,085,739

Net Assets

$ 4,163,537,345

Net Assets consist of:

Paid in capital

$ 3,640,549,785

Undistributed net investment income

177,028,055

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

69,784,035

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

276,175,470

Net Assets

$ 4,163,537,345

Initial Class:
Net Asset Value, offering price
and redemption price per share ($4,128,168,845
÷ 257,911,216 shares)

$16.01

Service Class:
Net Asset Value, offering price
and redemption price per share ($30,583,461
÷
1,921,691 shares)

$15.91

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($4,785,039
÷ 301,136 shares)

$15.89

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 29,325,758

Interest

168,110,468

Security lending

3,140

Total income

197,439,366

Expenses

Management fee

$ 23,914,241

Transfer agent fees

2,964,265

Distribution fees

31,339

Accounting and security lending fees

657,912

Non-interested trustees' compensation

21,992

Custodian fees and expenses

110,227

Registration fees

12,422

Audit

44,083

Legal

32,605

Miscellaneous

156,997

Total expenses before reductions

27,946,083

Expense reductions

(196,558)

27,749,525

Net investment income

169,689,841

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

87,310,978

Foreign currency transactions

13,196

Futures contracts

(15,371,708)

71,952,466

Change in net unrealized appreciation (depreciation) on:

Investment securities

(409,560,814)

Assets and liabilities in
foreign currencies

251

Futures contracts

(8,113,538)

(417,674,101)

Net gain (loss)

(345,721,635)

Net increase (decrease) in net assets resulting from operations

$ (176,031,794)

Other Information

Expense reductions
Directed brokerage arrangements

$ 176,040

Custodian credits

20,518

$ 196,558

See accompanying notes which are an integral part of the financial statements.

Annual Report

Variable Insurance Products: Asset Manager Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 169,689,841

$ 163,666,158

Net realized gain (loss)

71,952,466

365,307,199

Change in net unrealized appreciation (depreciation)

(417,674,101)

(14,691,723)

Net increase (decrease) in net assets resulting from operations

(176,031,794)

514,281,634

Distributions to shareholders
From net investment income

(155,528,551)

(161,497,855)

From net realized gain

(361,637,025)

(204,563,949)

Total distributions

(517,165,576)

(366,061,804)

Share transactions - net increase (decrease)

(103,868,167)

(98,885,126)

Total increase (decrease) in net assets

(797,065,537)

49,334,704

Net Assets

Beginning of period

4,960,602,882

4,911,268,178

End of period (including undistributed net investment income of $177,028,055 and $163,666,159, respectively)

$ 4,163,537,345

$ 4,960,602,882

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

15,773,125

$ 262,419,927

18,326,496

$ 320,298,483

Reinvested

31,454,002

514,587,479

21,655,706

365,548,318

Redeemed

(53,688,174)

(896,416,716)

(45,749,338)

(801,281,286)

Net increase (decrease)

(6,461,047)

$ (119,409,310)

(5,767,136)

$ (115,434,485)

Service Class
Sold

741,504

$ 12,184,248

1,054,578

$ 18,334,058

Reinvested

157,694

2,567,255

30,528

513,486

Redeemed

(251,421)

(4,163,614)

(131,705)

(2,298,185)

Net increase (decrease)

647,777

$ 10,587,889

953,401

$ 16,549,359

Service Class 2 A
Sold

312,250

$ 5,136,587

Reinvested

666

10,842

Redeemed

(11,780)

(194,175)

Net increase (decrease)

301,136

$ 4,953,254

Distributions
From net investment income
Initial Class

$ 154,762,338

$ 161,271,317

Service Class

762,991

226,538

Service Class 2 A

3,222

-

Total

$ 155,528,551

$ 161,497,855

From net realized gain
Initial Class

$ 359,825,141

$ 204,277,001

Service Class

1,804,264

286,948

Service Class 2 A

7,620

-

Total

$ 361,637,025

$ 204,563,949

$ 517,165,576

$ 366,061,804

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 18.67

$ 18.16

$ 18.01

$ 16.93

$ 15.79

Income from Investment Operations

Net investment income

.62 D

.59 D

.59 D

.57 D

.63

Net realized and unrealized gain (loss)

(1.30)

1.28

1.84

2.58

1.55

Total from investment operations

(.68)

1.87

2.43

3.15

2.18

Less Distributions

From net investment income

(.60) G

(.60)

(.57)

(.59)

(.57)

From net realized gain

(1.38) G

(.76)

(1.71)

(1.48)

(.47)

Total distributions

(1.98)

(1.36)

(2.28)

(2.07)

(1.04)

Net asset value, end of period

$ 16.01

$ 18.67

$ 18.16

$ 18.01

$ 16.93

Total Return B, C

(3.87)%

11.09%

15.05%

20.65%

14.60%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,128,169

$ 4,936,926

$ 4,905,468

$ 4,399,937

$ 3,641,194

Ratio of expenses to average net assets

.61%

.63%

.64%

.65%

.74%

Ratio of expenses to average net assets after expense reductions

.61%

.62% F

.63% F

.64% F

.73% F

Ratio of net investment income to average net assets

3.73%

3.36%

3.46%

3.43%

3.60%

Portfolio turnover rate

76%

94%

113%

101%

168%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 18.59

$ 18.10

$ 17.99

$ 17.60

Income from Investment Operations

Net investment income D

.60

.56

.57

.10

Net realized and unrealized gain (loss)

(1.31)

1.29

1.82

.29

Total from investment operations

(.71)

1.85

2.39

.39

Less Distributions

From net investment income

(.59) G

(.60)

(.57)

-

From net realized gain

(1.38) G

(.76)

(1.71)

-

Total distributions

(1.97)

(1.36)

(2.28)

-

Net asset value, end of period

$ 15.91

$ 18.59

$ 18.10

$ 17.99

Total Return B, C

(4.06)%

11.01%

14.82%

2.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 30,583

$ 23,677

$ 5,801

$ 10

Ratio of expenses to average net assets

.72%

.74%

.78%

.75% A

Ratio of expenses to average net assets after expense reductions

.71% F

.73% F

.77% F

.75% A

Ratio of net investment income to average net assets

3.62%

3.25%

3.49%

3.52% A

Portfolio turnover rate

76%

94%

113%

101%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 18.17

Income from Investment Operations

Net investment income C

.53

Net realized and unrealized gain (loss)

(.84)

Total from investment operations

(.31)

Less Distributions

From net investment income

(.59) E

From net realized gain

(1.38) E

Total distributions

(1.97)

Net asset value, end of period

$ 15.89

Total Return B

(1.97)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,785

Ratio of expenses to average net assets

.88% A

Ratio of net investment income to average net assets

3.46% A

Portfolio turnover rate

76%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

E The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Asset Manager Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total returns would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
year

Life of
fund

Fidelity VIP: Asset Mgr: Growth -
Service Class 2

-12.66%

12.07%

13.83%

Asset Manager: Growth Composite

-3.29%

14.64%

n/a *

S&P 500

-9.10%

18.33%

21.35%

LB Aggregate Bond

11.63%

6.46%

8.40%

LB 3 Month T-Bill

6.20%

5.47%

n/a *

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to those of the Asset Manager: Growth Composite Index - a hypothetical combination of unmanaged indices. The composite index combines the total returns of the Standard & Poor's 500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month Treasury Bill Index weighted according to the fund's neutral mix.**

This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

* Not available

** 70% stocks, 25% bonds and 5% short-term instruments effective January 1, 1997.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio - Service Class 2 on January 31, 1995, shortly after the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $21,705 - a 117.05% increase. With reinvested dividends and capital gains, if any, a $10,000 investment in the Standard & Poor's 500 Index would have grown to $31,108 over the same period - a 211.08% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $15,885 - a 58.85% increase. You can also look at how the Asset Manager: Growth Composite Index did over the same period. With reinvested dividends and capital gains, if any, a $10,000 investment in the index would have grown to $25,146 - a 151.46% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

General Electric Co.

2.9

Citigroup, Inc.

1.9

Exxon Mobil Corp.

1.8

Pfizer, Inc.

1.8

Cisco Systems, Inc.

1.7

10.1

Top Five Market Sectors as of December 31, 2000

(stocks only)

% of fund's
net assets

Technology

17.3

Finance

12.6

Health

11.0

Utilities

7.6

Energy

5.1

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stock Class 74.9%

Bond Class 22.7%

Short-Term Class 2.4%



* Foreign
investments 3.6%

Asset allocations in the pie charts reflect the categorization of assets as defined in the fund's prospectus. Financial Statement categorizations conform to accounting standards and will differ from the pie chart.

Annual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Bart Grenier, Portfolio Manager of Asset Manager: Growth Portfolio

Q. How did the fund perform, Bart?

A. For the 12 months that ended December 31, 2000, the fund lagged the Fidelity Asset Manager: Growth Composite Index, which returned -3.29%.

Q. How did your asset allocation strategies influence performance?

A. I maintained the fund's tilt toward equities, allocating just over 74% of net assets on average to stocks during the period. The fund's neutral allocation mix typically calls for 70% to be invested in stocks, 25% in bonds and 5% in short-term and money market instruments. Although this strategy was successful early in the period when the bulls were running, it failed later in the year when market conditions took a turn for the worse. The other side to this strategy was our positioning in bonds, which further hampered relative performance. We paid the price for allocating much of the bond subportfolio to high-yield securities at the expense of investment-grade debt, which had a stellar year. Pursuing growth among the more volatile asset classes, such as equities and high-yield bonds, simply proved perilous during the 12-month period.

Q. What factors drove the fund's equity holdings?

A. It was a challenging period given the unusually high levels of volatility in the market, spawned by sectors and styles that frequently rotated in and out of favor. The quantitative models Steve Snider used emphasized fundamental data, such as earnings growth, as the driving force behind individual security selection. As such, given the market's disregard for fundamentals early in the period, we missed out on many stocks that soared despite having no earnings. On the other hand, several stocks we owned were punished late in the year when the economy turned and earnings growth failed to materialize. Given the fund's overall growth mandate, the equity component was relatively aggressive throughout the year, with a consistent overweighting in technology stocks. The fund was positioned in companies with superior growth prospects and attractive valuations, while maintaining market-cap exposure comparable to the Standard & Poor's 500 Index. But these risk controls weren't sufficient to overcome the drag caused by a dramatic falloff in the tech sector. Large-cap holdings, such as Microsoft, Lucent and Intel, did most of the damage to our returns during the period, although the fund did well in semiconductor stocks, such as Texas Instruments and LSI Logic. Retailers, most notably Wal-Mart, also weighed on performance. On the plus side, many of the fund's defensive holdings fared quite well, particularly within the health sector, where drug stocks Merck and Pfizer were winners. High-growth financials, including Citigroup and American International Group, also were meaningful contributors.

Q. How did the fund's bond subportfolio fare?

A. Poor liquidity and declining credit quality hammered the prices of high-yield bonds during the period, with yield spreads widening to levels not seen since the 1990 recession. The fund's exposure to the telecommunications sector hurt the most. Mark Notkin, who took over the high-yield portion of the fund in June, helped limit our downside by reducing the fund's risk profile. On the investment-grade side, Charlie Morrison and his team did a nice job of responding to changing conditions in the marketplace and positioning the fund to benefit from them. The federal government's decision to buy back outstanding debt and reduce future issuance, coupled with the market's steady migration toward high-quality securities, sparked a strong rally in the fund's long-term Treasury holdings. Security selection among agency and mortgage securities further aided performance, as did our positioning in corporate bonds.

Q. And the fund's short-term/money market investments?

A. Early in 2000, the yield curve flattened out dramatically. In response, John Todd let the average maturity of the fund's money market subportfolio roll down, believing that strong economic growth and the risk of rising inflation were likely to set off a protracted period of Federal Reserve Board tightening. Entering the fourth quarter, we extended the subportfolio's average maturity in anticipation of slower economic growth and a more accommodative Fed. It's important for shareholders to note that, in July, the fund began to invest nearly all of its money market investments in a Fidelity-managed money market mutual fund in lieu of investing directly in individual money market securities.

Q. What's your outlook?

A. Given the rate of economic deceleration, the markets are anticipating the Fed to cut interest rates early in 2001. Historically, financial assets have performed quite well in the year following the start of a Fed easing campaign. I'm generally positive overall on the markets in that environment, particularly high-yield, where there's plenty of upside potential. I'm optimistic about equities as well, but not overly so, as there are still some fairly highly valued securities out there despite the stunning recent declines in the markets.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: maximize total return over the long term by allocating its assets among stocks, bonds and short-term instruments

Start date: January 3, 1995

Size: as of December 31, 2000, more than $497 million

Manager: Bart Grenier, since May 2000; joined Fidelity in 1991

3

Annual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 69.1%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.0%

Aerospace & Defense - 0.8%

Boeing Co.

27,000

$ 1,782,000

Precision Castparts Corp.

52,800

2,220,900

4,002,900

Ship Building & Repair - 0.2%

General Dynamics Corp.

9,700

756,600

TOTAL AEROSPACE & DEFENSE

4,759,500

BASIC INDUSTRIES - 0.8%

Chemicals & Plastics - 0.8%

Air Products & Chemicals, Inc.

19,000

779,000

FMC Corp. (a)

13,500

967,781

Pharmacia Corp.

39,400

2,403,400

4,150,181

CONSTRUCTION & REAL ESTATE - 0.5%

Building Materials - 0.0%

American Standard Companies, Inc. (a)

1,500

73,969

Construction - 0.2%

Lennar Corp.

20,000

725,000

Engineering - 0.1%

Dycom Industries, Inc. (a)

18,000

646,875

Real Estate Investment Trusts - 0.2%

Crescent Real Estate Equities Co.

2,500

55,625

Host Marriott Corp.

79,600

1,029,825

1,085,450

TOTAL CONSTRUCTION & REAL ESTATE

2,531,294

DURABLES - 0.2%

Autos, Tires, & Accessories - 0.1%

SPX Corp. (a)

3,300

357,019

Home Furnishings - 0.1%

Hillenbrand Industries, Inc.

9,600

494,400

Textiles & Apparel - 0.0%

Liz Claiborne, Inc.

7,400

308,025

TOTAL DURABLES

1,159,444

ENERGY - 5.1%

Energy Services - 0.5%

Schlumberger Ltd. (NY Shares)

21,100

1,686,681

Tidewater, Inc.

18,000

798,750

2,485,431

Oil & Gas - 4.6%

Anadarko Petroleum Corp.

11,200

796,096

Apache Corp.

13,000

910,813

Devon Energy Corp.

29,000

1,768,130

EOG Resources, Inc.

40,900

2,236,719

Exxon Mobil Corp.

106,000

9,215,375

Shares

Value (Note 1)

Noble Affiliates, Inc.

41,500

$ 1,909,000

Royal Dutch Petroleum Co. (NY Shares)

65,200

3,948,675

Valero Energy Corp.

50,100

1,863,094

22,647,902

TOTAL ENERGY

25,133,333

FINANCE - 12.6%

Banks - 2.8%

BancWest Corp.

83,300

2,176,213

Bank of America Corp.

49,900

2,289,163

Bank of New York Co., Inc.

14,700

811,256

Chase Manhattan Corp.

39,500

1,794,781

City National Corp.

24,200

939,263

Comerica, Inc.

27,200

1,615,000

Northern Trust Corp.

10,100

823,781

Silicon Valley Bancshares (a)

22,900

791,481

Wells Fargo & Co.

51,900

2,890,181

14,131,119

Credit & Other Finance - 3.2%

American Express Co.

40,500

2,224,969

AmeriCredit Corp. (a)

56,200

1,531,450

Citigroup, Inc.

182,200

9,303,588

Greenpoint Financial Corp.

28,600

1,170,813

MBNA Corp.

39,800

1,470,113

15,700,933

Federal Sponsored Credit - 1.1%

Fannie Mae

40,500

3,513,375

USA Education, Inc.

29,100

1,978,800

5,492,175

Insurance - 3.7%

AMBAC Financial Group, Inc.

31,050

1,810,603

American International Group, Inc.

70,400

6,938,800

Arthur J. Gallagher & Co.

28,300

1,800,588

CIGNA Corp.

10,400

1,375,920

Jefferson-Pilot Corp.

23,800

1,779,050

Loews Corp.

13,400

1,387,738

MGIC Investment Corp.

25,300

1,706,169

PMI Group, Inc.

11,300

764,869

Radian Group, Inc.

13,400

1,005,838

18,569,575

Savings & Loans - 0.4%

Golden State Bancorp, Inc.

66,300

2,084,306

Securities Industry - 1.4%

Alliance Capital Management Holding LP

14,600

739,125

Federated Investors, Inc. Class B (non-vtg.)

58,900

1,715,463

Merrill Lynch & Co., Inc.

24,000

1,636,500

Morgan Stanley Dean Witter & Co.

34,200

2,710,350

6,801,438

TOTAL FINANCE

62,779,546

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - 11.0%

Drugs & Pharmaceuticals - 7.5%

Albany Molecular Research, Inc. (a)

33,500

$ 2,064,438

American Home Products Corp.

39,600

2,516,580

Amgen, Inc. (a)

31,200

1,994,850

Bristol-Myers Squibb Co.

59,800

4,421,463

Eli Lilly & Co.

34,300

3,192,044

Forest Laboratories, Inc. (a)

13,600

1,807,100

IDEC Pharmaceuticals Corp. (a)

9,200

1,743,975

IVAX Corp. (a)

37,900

1,451,570

Merck & Co., Inc.

73,600

6,890,800

Pfizer, Inc.

192,100

8,836,600

Schering-Plough Corp.

44,500

2,525,375

37,444,795

Medical Equipment & Supplies - 1.9%

Abbott Laboratories

47,100

2,281,406

Cardinal Health, Inc.

7,500

747,188

Johnson & Johnson

42,300

4,444,144

Medtronic, Inc.

36,500

2,203,688

9,676,426

Medical Facilities Management - 1.6%

Tenet Healthcare Corp.

46,000

2,044,125

Trigon Healthcare, Inc. (a)

26,700

2,077,594

UnitedHealth Group, Inc.

23,400

1,436,175

Universal Health Services, Inc. Class B (a)

20,300

2,268,525

7,826,419

TOTAL HEALTH

54,947,640

INDUSTRIAL MACHINERY & EQUIPMENT - 4.6%

Electrical Equipment - 4.0%

C&D Technologies, Inc.

14,000

604,625

General Electric Co.

301,400

14,448,331

Powerwave Technologies, Inc. (a)

45,500

2,661,750

Scientific-Atlanta, Inc.

30,000

976,875

Vicor Corp. (a)

44,100

1,339,538

20,031,119

Industrial Machinery & Equipment - 0.6%

Tyco International Ltd.

53,100

2,947,050

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

22,978,169

MEDIA & LEISURE - 2.2%

Broadcasting - 0.5%

NTL, Inc. warrants 10/14/08 (a)

427

8,113

Time Warner, Inc.

40,200

2,100,048

Wireless Facilities, Inc.

7,800

282,750

2,390,911

Entertainment - 0.9%

Metro-Goldwyn-Mayer, Inc. (a)

22,000

358,875

Shares

Value (Note 1)

Viacom, Inc. Class B (non-vtg.) (a)

46,100

$ 2,155,175

Walt Disney Co.

63,400

1,834,638

4,348,688

Leisure Durables & Toys - 0.2%

Harley-Davidson, Inc.

25,900

1,029,525

Lodging & Gaming - 0.3%

International Game Technology (a)

33,300

1,598,400

Restaurants - 0.3%

Brinker International, Inc. (a)

12,300

519,675

Tricon Global Restaurants, Inc. (a)

15,800

521,400

Wendy's International, Inc.

18,000

472,500

1,513,575

TOTAL MEDIA & LEISURE

10,881,099

NONDURABLES - 3.5%

Beverages - 1.2%

Adolph Coors Co. Class B

17,200

1,381,375

The Coca-Cola Co.

75,300

4,588,594

5,969,969

Foods - 1.1%

Campbell Soup Co.

20,000

692,500

PepsiCo, Inc.

66,800

3,310,775

Sysco Corp.

46,200

1,386,000

5,389,275

Household Products - 0.6%

Procter & Gamble Co.

39,800

3,121,813

Tobacco - 0.6%

Philip Morris Companies, Inc.

68,500

3,014,000

TOTAL NONDURABLES

17,495,057

PRECIOUS METALS - 0.0%

Placer Dome, Inc.

8,800

84,819

RETAIL & WHOLESALE - 3.3%

Apparel Stores - 0.7%

Talbots, Inc.

46,600

2,126,125

Venator Group, Inc. (a)

78,400

1,215,200

3,341,325

General Merchandise Stores - 1.5%

Kohls Corp. (a)

2,500

152,500

Wal-Mart Stores, Inc.

135,900

7,219,688

7,372,188

Grocery Stores - 0.2%

Pathmark Stores, Inc. (a)

53,216

878,064

Retail & Wholesale, Miscellaneous - 0.9%

Home Depot, Inc.

70,400

3,216,400

Common Stocks - continued

Shares

Value (Note 1)

RETAIL & WHOLESALE - continued

Retail & Wholesale, Miscellaneous - continued

RadioShack Corp.

17,500

$ 749,219

Tiffany & Co., Inc.

24,800

784,300

4,749,919

TOTAL RETAIL & WHOLESALE

16,341,496

SERVICES - 0.4%

Educational Services - 0.0%

Devry, Inc. (a)

3,600

135,900

Services - 0.4%

Caremark Rx, Inc. (a)

75,800

1,028,038

Robert Half International, Inc. (a)

31,200

826,800

1,854,838

TOTAL SERVICES

1,990,738

TECHNOLOGY - 17.3%

Communications Equipment - 2.6%

Cabletron Systems, Inc. (a)

28,400

427,775

Cisco Systems, Inc. (a)

218,600

8,361,450

Corning, Inc.

16,800

887,250

Nortel Networks Corp.

94,000

3,013,875

12,690,350

Computer Services & Software - 6.7%

Advent Software, Inc. (a)

30,200

1,209,888

America Online, Inc. (a)

70,200

2,442,960

BEA Systems, Inc. (a)

22,400

1,507,800

Cadence Design Systems, Inc. (a)

65,500

1,801,250

Cerner Corp. (a)

32,500

1,503,125

i2 Technologies, Inc. (a)

18,400

1,000,500

Internet Security Systems, Inc. (a)

8,500

666,719

Intuit, Inc. (a)

14,700

579,731

Jack Henry & Associates, Inc.

33,000

2,050,125

Mercury Interactive Corp. (a)

14,200

1,281,550

Microsoft Corp. (a)

162,000

7,026,750

Networks Associates, Inc. (a)

43,000

180,063

Oracle Corp. (a)

171,300

4,978,406

PurchasePro.com, Inc. (a)

53,100

929,250

Rational Software Corp. (a)

29,500

1,148,656

SEI Investments Co.

5,200

582,400

Siebel Systems, Inc. (a)

18,200

1,230,775

Sybase, Inc. (a)

80,200

1,588,963

TIBCO Software, Inc. (a)

11,100

532,106

VERITAS Software Corp. (a)

10,500

918,750

33,159,767

Computers & Office Equipment - 3.2%

Brocade Communications
Systems, Inc. (a)

7,400

679,413

Digital Lightwave, Inc. (a)

26,300

833,381

EMC Corp. (a)

66,300

4,408,950

Shares

Value (Note 1)

Hewlett-Packard Co.

60,600

$ 1,912,688

International Business Machines Corp.

53,500

4,547,500

Juniper Networks, Inc. (a)

7,200

907,650

Sun Microsystems, Inc. (a)

98,500

2,745,688

16,035,270

Electronic Instruments - 0.6%

Aeroflex, Inc. (a)

21,800

628,453

Newport Corp.

8,000

628,875

PerkinElmer, Inc.

9,200

966,000

Tektronix, Inc.

22,400

754,600

2,977,928

Electronics - 4.2%

Amphenol Corp. Class A (a)

11,800

462,413

Analog Devices, Inc. (a)

10,100

516,994

Applied Micro Circuits Corp. (a)

17,200

1,290,806

Arrow Electronics, Inc. (a)

50,000

1,431,250

AVX Corp.

62,900

1,029,988

Cirrus Logic, Inc. (a)

82,000

1,537,500

Exar Corp. (a)

33,900

1,050,370

Intel Corp.

204,300

6,141,769

Linear Technology Corp.

11,900

550,375

Molex, Inc.

14,800

525,400

NVIDIA Corp. (a)

12,100

396,464

PMC-Sierra, Inc. (a)

8,700

684,038

Technitrol, Inc.

36,800

1,513,400

Texas Instruments, Inc.

52,600

2,491,925

Transwitch Corp. (a)

25,200

985,950

Vishay Intertechnology, Inc. (a)

28,500

431,063

21,039,705

TOTAL TECHNOLOGY

85,903,020

TRANSPORTATION - 0.3%

Air Transportation - 0.2%

Southwest Airlines Co.

37,100

1,243,963

Trucking & Freight - 0.1%

Expeditors International of
Washington, Inc.

5,000

268,438

TOTAL TRANSPORTATION

1,512,401

UTILITIES - 6.3%

Cellular - 0.4%

Leap Wireless International, Inc. warrants 4/15/10 (a)(g)

100

200

McCaw International Ltd. warrants 4/16/07 (a)(g)

910

9,100

QUALCOMM, Inc. (a)

22,600

1,857,438

1,866,738

Electric Utility - 1.1%

Calpine Corp. (a)

37,200

1,676,325

Entergy Corp.

18,000

761,625

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Electric Utility - continued

IDACORP, Inc.

31,000

$ 1,520,938

NRG Energy, Inc.

50,100

1,393,406

5,352,294

Gas - 2.1%

Dynegy, Inc. Class A

31,800

1,782,788

Enron Corp.

32,300

2,684,938

Equitable Resources, Inc.

24,800

1,655,400

Kinder Morgan, Inc.

35,100

1,831,781

Mitchell Energy & Development Corp. Class A

29,800

1,825,250

Questar Corp.

27,300

820,706

10,600,863

Telephone Services - 2.7%

AT&T Corp.

114,300

1,978,819

BellSouth Corp.

57,000

2,333,438

Ono Finance PLC rights 5/31/09 (a)(g)

310

1,860

SBC Communications, Inc.

103,100

4,923,025

Verizon Communications

82,700

4,145,338

13,382,480

TOTAL UTILITIES

31,202,375

TOTAL COMMON STOCKS

(Cost $326,706,569)

343,850,112

Preferred Stocks - 2.0%

Convertible Preferred Stocks - 0.2%

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

Earthwatch, Inc. Series C, $0.2975 (g)

18,901

4,725

Radio One, Inc. $65.00 (g)

1,100

871,750

876,475

Nonconvertible Preferred Stocks - 1.8%

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II $88.75

160

159,891

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Fresenius Medical Care Capital Trust II $7.875

186

178,926

MEDIA & LEISURE - 0.5%

Broadcasting - 0.4%

Adelphia Communications Corp.
Series B, $13.00

1,033

82,640

Shares

Value (Note 1)

Citadel Broadcasting Co. Series B, $13.25 pay-in-kind

3,971

$ 333,564

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

12,388

1,288,352

Pegasus Communications Corp. $127.50 pay-in-kind

69

65,291

1,769,847

Publishing - 0.1%

PRIMEDIA, Inc.:

$9.20

4,338

338,364

Series D, $10.00

4,544

372,608

710,972

TOTAL MEDIA & LEISURE

2,480,819

UTILITIES - 1.3%

Cellular - 0.8%

Crown Castle International Corp. $127.50 pay-in-kind

1,068

1,025,280

Dobson Communications Corp. $130.00 pay-in-kind

136

121,040

Nextel Communications, Inc. Series E, $111.25 pay-in-kind

3,011

2,499,130

3,645,450

Telephone Services - 0.5%

Broadwing Communications, Inc.
Series B, $125.00 pay-in-kind

1,573

1,525,810

Intermedia Communications, Inc.
Series B, $135.00 pay-in-kind

835

417,500

XO Communications, Inc. $7.00 pay-in-kind

21,769

696,608

2,639,918

TOTAL UTILITIES

6,285,368

TOTAL NONCONVERTIBLE PREFERRED STOCKS

9,105,004

TOTAL PREFERRED STOCKS

(Cost $11,390,683)

9,981,479

Corporate Bonds - 12.6%

Moody's Ratings (unaudited) (b)

Principal Amount

Convertible Bonds - 0.5%

HEALTH - 0.4%

Medical Facilities Management - 0.4%

Tenet Healthcare Corp.
6% 12/1/05

B1

$ 1,290,000

1,122,300

Total Renal Care Holdings, Inc.:

7% 5/15/09 (g)

B3

500,000

415,000

7% 5/15/09

B3

530,000

439,900

1,977,200

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - continued

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

EchoStar Communications Corp. 4.875% 1/1/07

Caa2

$ 560,000

$ 418,600

TOTAL CONVERTIBLE BONDS

2,395,800

Nonconvertible Bonds - 12.1%

BASIC INDUSTRIES - 0.8%

Chemicals & Plastics - 0.6%

Avecia Group PLC 11% 7/1/09

B2

750,000

742,500

Huntsman Corp. 9.5% 7/1/07 (g)

B2

745,000

439,550

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

140,000

134,400

Lyondell Chemical Co. Series B, 9.875% 5/1/07

Ba3

1,140,000

1,100,100

Sovereign Specialty Chemicals, Inc. 11.875% 3/15/10

B3

305,000

295,088

Sterling Chemicals, Inc. 12.375% 7/15/06

B3

395,000

359,450

3,071,088

Packaging & Containers - 0.2%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

560,000

347,200

9.75% 6/15/07

Caa1

660,000

415,800

763,000

Paper & Forest Products - 0.0%

Potlatch Corp. 6.25% 3/15/02

Baa1

80,000

78,829

TOTAL BASIC INDUSTRIES

3,912,917

CONSTRUCTION & REAL ESTATE - 0.2%

Building Materials - 0.1%

American Standard Companies, Inc. 8.25% 6/1/09

Ba2

300,000

289,500

American Standard, Inc. 7.375% 4/15/05

Ba2

40,000

38,700

Numatics, Inc. 9.625% 4/1/08

B3

30,000

18,600

346,800

Real Estate - 0.0%

Duke-Weeks Realty LP 6.875% 3/15/05

Baa2

100,000

99,917

Real Estate Investment Trusts - 0.1%

CenterPoint Properties Trust:

6.75% 4/1/05

Baa2

100,000

97,815

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

7.125% 3/15/04

Baa2

$ 110,000

$ 109,557

Equity Office
Properties Trust:

6.375% 2/15/03

Baa1

100,000

99,194

6.75% 2/15/08

Baa1

100,000

96,915

7.75% 11/15/07

Baa1

100,000

102,818

506,299

TOTAL CONSTRUCTION & REAL ESTATE

953,016

DURABLES - 0.1%

Autos, Tires, & Accessories - 0.0%

TRW, Inc. 8.75% 5/15/06

Baa1

100,000

99,620

Home Furnishings - 0.0%

Sealy Mattress Co. 9.875% 12/15/07

B2

60,000

57,750

Textiles & Apparel - 0.1%

Jones Apparel Group, Inc. 7.875% 6/15/06

Baa2

135,000

128,559

TOTAL DURABLES

285,929

ENERGY - 0.6%

Coal - 0.1%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

330,000

328,350

Energy Services - 0.1%

R&B Falcon Corp. Series B, 6.5% 4/15/03

Ba3

320,000

306,400

RBF Finance Co. 11% 3/15/06

Ba3

300,000

347,250

653,650

Oil & Gas - 0.4%

Apache Corp. 7.625% 7/1/19

A3

75,000

77,591

Chesapeake Energy Corp. Series B:

7.875% 3/15/04

B2

175,000

169,750

9.625% 5/1/05

B2

495,000

507,375

Cross Timbers Oil Co.
Series B:

8.75% 11/1/09

B2

290,000

290,725

9.25% 4/1/07

B2

55,000

55,688

Occidental Petroleum Corp. 9.75% 6/15/01

Baa3

100,000

101,284

Oryx Energy Co.:

8% 10/15/03

Baa1

95,000

98,449

8.125% 10/15/05

Baa1

140,000

148,106

8.375% 7/15/04

Baa1

195,000

205,524

Petro-Canada 7% 11/15/28

A3

50,000

47,023

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Phillips Petroleum Co. 8.75% 5/25/10

Baa2

$ 60,000

$ 68,654

Plains Resources, Inc. Series B, 10.25% 3/15/06

B2

45,000

44,775

1,814,944

TOTAL ENERGY

2,796,944

FINANCE - 1.1%

Banks - 0.3%

Bank of America Corp. 7.8% 2/15/10

Aa3

40,000

41,678

Bank of Tokyo-Mitsubishi Ltd. 8.4% 4/15/10

A3

70,000

74,569

Bank One Capital III 8.75% 9/1/30

Aa3

100,000

97,769

Bank One Corp. 7.875% 8/1/10

A1

200,000

208,366

BankBoston Corp. 6.625% 2/1/04

A3

60,000

60,308

Capital One Bank:

6.375% 2/15/03

Baa2

130,000

126,950

6.65% 3/15/04

Baa3

260,000

251,033

Capital One Financial Corp. 7.125% 8/1/08

Baa3

100,000

91,314

Commonwealth Bank of Australia 8.5% 6/1/10

Aa3

100,000

110,259

Den Danske Bank AS 6.375% 6/15/08 (g)(j)

A1

170,000

167,238

Korea Development Bank 6.625% 11/21/03

Baa2

95,000

93,271

Royal Bank of Scotland Group PLC:

7.816% 11/29/49

A1

100,000

101,958

9.118% 3/31/49

A1

60,000

65,275

1,489,988

Credit & Other Finance - 0.7%

Abbey National Capital Trust I 8.963% 12/29/49 (f)

Aa3

80,000

82,531

Ahmanson Capital Trust I 8.36% 12/1/26 (g)

A3

125,000

116,835

Associates Corp. of North America 5.8% 4/20/04

Aa3

180,000

176,942

Citigroup, Inc. 7.25% 10/1/10

Aa3

200,000

206,626

Countrywide Funding Corp. 6.45% 2/27/03

A3

150,000

149,867

Details Capital Corp. 0% 11/15/07 (e)

Caa1

85,000

66,300

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Dobson/Sygnet Communications Co. 12.25% 12/15/08

B3

$ 140,000

$ 138,600

ERP Operating LP:

6.55% 11/15/01

A3

55,000

54,934

7.1% 6/23/04

A3

100,000

100,495

First Security Capital I 8.41% 12/15/26

A3

50,000

46,525

Ford Motor Credit Co.:

7.5% 3/15/05

A2

140,000

143,482

7.875% 6/15/10

A2

180,000

185,161

GS Escrow Corp. 7% 8/1/03

Ba1

190,000

182,326

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

80,000

78,840

PTC International Finance BV 0% 7/1/07 (e)

B2

860,000

632,100

PTC International Finance II SA 11.25% 12/1/09

B2

85,000

80,750

Qwest Capital Funding, Inc. 7.75% 8/15/06 (g)

Baa1

200,000

207,616

Sprint Capital Corp.:

5.7% 11/15/03

Baa1

40,000

38,331

6.875% 11/15/28

Baa1

220,000

177,890

The Money Store, Inc. 7.3% 12/1/02

A2

100,000

101,423

TXU Eastern Funding:

6.15% 5/15/02

Baa1

60,000

59,025

6.75% 5/15/09

Baa1

120,000

112,614

U.S. West Capital Funding, Inc. 6.875% 7/15/28

Baa1

90,000

79,486

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

100,000

105,260

Verizon Global Funding Corp.:

6.75% 12/1/05 (g)

A1

80,000

80,240

7.75% 12/1/30 (g)

A1

120,000

123,118

3,527,317

Savings & Loans - 0.1%

Home Savings of America FSB 6.5% 8/15/04

A3

90,000

89,456

Long Island Savings Bank FSB 7% 6/13/02

Baa3

140,000

138,866

Sovereign Bancorp, Inc. 6.625% 3/15/01

Ba3

100,000

99,660

327,982

Securities Industry - 0.0%

Amvescap PLC yankee 6.375% 5/15/03

A2

200,000

197,162

TOTAL FINANCE

5,542,449

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Columbia/HCA
Healthcare Corp.:

6.73% 7/15/45

Ba2

$ 210,000

$ 203,438

7.15% 3/30/04

Ba2

125,000

121,719

Fountain View, Inc. 11.25% 4/15/08

Caa1

460,000

188,600

Unilab Corp. 12.75% 10/1/09

B3

150,000

161,250

675,007

INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%

Industrial Machinery & Equipment - 0.2%

Dunlop Standard Aero Holdings PLC 11.875% 5/15/09

B3

430,000

428,925

Roller Bearing Holding, Inc. 0% 6/15/09 (e)(g)

-

500,000

275,000

Tyco International
Group SA:

7% 6/15/28

Baa1

280,000

263,637

yankee 6.375% 6/15/05

Baa1

30,000

29,897

997,459

Pollution Control - 0.1%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

230,000

220,800

7.625% 1/1/06

Ba3

195,000

185,250

Browning-Ferris Industries, Inc. 6.375% 1/15/08

Ba3

220,000

173,800

579,850

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

1,577,309

MEDIA & LEISURE - 4.5%

Broadcasting - 3.4%

AMFM Operating, Inc. 12.625% 10/31/06
pay-in-kind

-

257,300

295,895

Ascent Entertainment Group, Inc. 0% 12/15/04 (e)

Ba1

90,000

72,900

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

210,000

197,600

Callahan Nordrhein Westfalen:

0% 7/15/10 (e)(g)

B3

1,050,000

399,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

14% 7/15/10 (g)

B3

$ 170,000

$ 153,000

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 1/15/10 (e)

B2

110,000

63,525

0% 4/1/11 (e)

B2

840,000

493,500

10% 4/1/09

B2

705,000

685,613

Citadel Broadcasting Co.:

9.25% 11/15/08

B3

610,000

587,125

10.25% 7/1/07

B3

985,000

987,463

Clear Channel Communications, Inc. 6.875% 6/15/18

Baa3

320,000

284,730

Comcast UK Cable Partners Ltd. 11.2% 11/15/07

B2

580,000

493,000

CSC Holdings, Inc.:

9.25% 11/1/05

Ba3

55,000

55,275

9.875% 5/15/06

Ba3

140,000

142,800

9.875% 4/1/23

B1

70,000

72,800

10.5% 5/15/16

Ba3

500,000

545,000

Diamond Cable Communications PLC yankee:

0% 2/15/07 (e)

B2

645,000

409,575

11.75% 12/15/05

B2

300,000

262,500

Earthwatch, Inc. 0% 7/15/07 (e)

-

385,000

231,000

EchoStar DBS Corp.:

9.25% 2/1/06

B1

275,000

268,125

9.375% 2/1/09

B1

1,245,000

1,213,875

Fox Family Worldwide, Inc.:

0% 11/1/07 (e)

B1

990,000

767,250

9.25% 11/1/07

B1

195,000

195,000

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 0% 9/15/07 (e)

B2

270,000

232,200

FrontierVision Operating Partners LP/ FrontierVision Capital Corp. 11% 10/15/06

B2

340,000

340,000

Golden Sky DBS, Inc. 0% 3/1/07 (e)

Caa1

835,000

463,425

Golden Sky Systems, Inc. 12.375% 8/1/06

B3

300,000

292,500

Hearst-Argyle Television, Inc. 7.5% 11/15/27

Baa3

130,000

111,944

International Cabletel, Inc. Series B, 0% 2/1/06 (e)

B2

220,000

191,400

Knology Holding, Inc. 0% 10/15/07 (e)

-

285,000

59,850

NTL Communications Corp.:

0% 10/1/08 (e)

B3

875,000

490,000

11.5% 10/1/08

B3

340,000

299,200

NTL, Inc. 0% 4/1/08 (e)

B3

935,000

514,250

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

Pegasus Communications Corp. 9.625% 10/15/05

B3

$ 705,000

$ 657,413

Spectrasite Holdings, Inc. 0% 3/15/10 (e)

B3

2,045,000

981,600

TCI Communications, Inc. 9.8% 2/1/12

A3

190,000

216,117

Telemundo Holdings, Inc. 0% 8/15/08 (e)

Caa1

1,475,000

988,250

Telewest Communications PLC 0% 2/1/10 (e)

B1

615,000

276,750

Telewest PLC 11% 10/1/07

B1

520,000

453,700

Time Warner, Inc. 9.125% 1/15/13

Baa1

155,000

180,160

United Pan-Europe Communications NV:

0% 8/1/09 (e)

B2

565,000

175,150

0% 11/1/09 (e)

B2

800,000

242,000

0% 2/1/10 (e)

B2

1,530,000

443,700

10.875% 8/1/09

B2

397,000

254,080

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

35,000

34,925

16,775,165

Entertainment - 0.4%

Mandalay Resort Group:

9.5% 8/1/08

Ba2

95,000

95,000

10.25% 8/1/07

Ba3

390,000

385,125

MGM Mirage, Inc. 8.5% 9/15/10

Baa3

35,000

35,350

Paramount Communications, Inc. 7.5% 1/15/02

A3

110,000

110,603

Park Place Entertainment Corp. 8.875% 9/15/08

Ba2

130,000

130,975

Premier Parks, Inc.:

0% 4/1/08 (e)

B3

1,635,000

1,136,325

9.75% 6/15/07

B3

335,000

323,275

2,216,653

Lodging & Gaming - 0.6%

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

560,000

509,600

HMH Properties, Inc. Series B, 7.875% 8/1/08

Ba2

715,000

677,463

Horseshoe Gaming LLC 8.625% 5/15/09

B2

285,000

276,450

ITT Corp. 7.375% 11/15/15

Ba1

245,000

220,500

Station Casinos, Inc. 9.875% 7/1/10

B1

765,000

786,038

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

310,000

308,450

2,778,501

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Publishing - 0.1%

News America
Holdings, Inc.:

7.7% 10/30/25

Baa3

$ 110,000

$ 95,875

7.75% 1/20/24

Baa3

70,000

62,092

8% 10/17/16

Baa3

80,000

72,303

Time Warner Entertainment Co. LP 8.375% 3/15/23

Baa1

135,000

146,194

376,464

Restaurants - 0.0%

NE Restaurant, Inc. 10.75% 7/15/08

B3

550,000

330,000

TOTAL MEDIA & LEISURE

22,476,783

NONDURABLES - 0.1%

Foods - 0.1%

ConAgra Foods, Inc. 7.125% 10/1/26

Baa1

115,000

115,459

Del Monte Foods Co. 0% 12/15/07 (e)

Caa1

310,000

229,400

344,859

Tobacco - 0.0%

Philip Morris
Companies, Inc.:

7% 7/15/05

A2

70,000

69,904

7.25% 9/15/01

A2

50,000

49,775

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

100,000

97,357

217,036

TOTAL NONDURABLES

561,895

RETAIL & WHOLESALE - 0.1%

General Merchandise Stores - 0.1%

Dayton Hudson Corp. 7.5% 7/15/06

A2

125,000

130,696

Federated Department Stores, Inc.:

6.79% 7/15/27

Baa1

100,000

95,975

8.5% 6/15/03

Baa1

50,000

51,053

277,724

SERVICES - 0.1%

Advertising - 0.1%

Lamar Media Corp.:

9.25% 8/15/07

B1

380,000

383,800

9.625% 12/1/06

B1

30,000

31,125

414,925

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

SERVICES - continued

Printing - 0.0%

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

$ 210,000

$ 195,300

TOTAL SERVICES

610,225

TECHNOLOGY - 0.5%

Computers & Office Equipment - 0.1%

Comdisco, Inc.:

6.375% 11/30/01

Baa2

150,000

138,000

7.25% 9/1/02

Baa2

125,000

96,250

Compaq Computer Corp. 7.45% 8/1/02

Baa2

100,000

99,741

Globix Corp. 12.5% 2/1/10

B-

570,000

199,500

533,491

Electronics - 0.4%

ChipPAC International Ltd. 12.75% 8/1/09

B3

470,000

387,750

Details, Inc. 10% 11/15/05

B3

110,000

101,200

Flextronics International Ltd. yankee 9.875% 7/1/10

Ba3

545,000

539,550

Micron Technology, Inc. 6.5% 9/30/05 (k)

B3

1,000,000

820,000

1,848,500

TOTAL TECHNOLOGY

2,381,991

TRANSPORTATION - 0.3%

Air Transportation - 0.0%

Continental Airlines, Inc. pass thru trust certificates Series 1999 2:

Class C1, 7.73% 9/15/12

Baa1

11,310

11,194

Class C2, 7.434% 3/15/06

Baa1

30,000

29,957

Delta Air Lines, Inc.:

7.57% 11/18/10

Aa2

30,000

31,882

8.3% 12/15/29

Baa3

160,000

137,624

Qantas Airways Ltd. 7.75% 6/15/09 (g)

Baa1

110,000

113,223

323,880

Railroads - 0.3%

Canadian National Railway Co. 6.9% 7/15/28

Baa2

150,000

140,201

CSX Corp.:

6.25% 10/15/08

Baa2

60,000

57,430

6.46% 6/22/05

Baa2

100,000

99,488

Kansas City Southern Railway Co. 9.5% 10/1/08 (g)

Ba2

195,000

199,875

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

$ 220,000

$ 223,498

TFM SA de CV 0% 6/15/09 (e)

B1

725,000

538,313

Wisconsin Central Transportation Corp. 6.625% 4/15/08

Baa2

100,000

93,487

1,352,292

TOTAL TRANSPORTATION

1,676,172

UTILITIES - 3.3%

Cellular - 2.5%

AirGate PCS, Inc. 0% 10/1/09 (e)

Caa1

620,000

350,300

Alamosa PCS Holdings, Inc. 0% 2/15/10 (e)

Caa1

740,000

333,000

Crown Castle International Corp. 0% 5/15/11 (e)

B3

935,000

626,450

Dobson Communications Corp. 10.875% 7/1/10

B3

230,000

225,400

Echostar Broadband Corp. 10.375% 10/1/07 (g)

B3

1,440,000

1,418,400

Horizon PCS, Inc. 0% 10/1/10 unit (e)(g)

Caa1

545,000

223,450

Leap Wireless International, Inc. 12.5% 4/15/10

Caa2

100,000

58,000

McCaw International Ltd. 0% 4/15/07 (e)

Caa1

982,000

589,200

Millicom International Cellular SA 0% 6/1/06 (e)

Caa1

1,310,000

1,028,350

Nextel
Communications, Inc.:

0% 10/31/07 (e)

B1

2,760,000

2,028,600

0% 2/15/08 (e)

B1

160,000

114,800

Nextel International, Inc. 12.75% 8/1/10 (g)

Caa1

170,000

136,850

Nextel Partners, Inc.:

11% 3/15/10

B3

120,000

114,600

11% 3/15/10

B3

300,000

286,500

TeleCorp PCS, Inc.:

0% 4/15/09 (e)

B3

890,000

607,425

10.625% 7/15/10

B3

135,000

137,363

Tritel PCS, Inc. 0% 5/15/09 (e)

B3

485,000

329,800

Triton PCS, Inc. 0% 5/1/08 (e)

B3

1,140,000

900,600

US Unwired, Inc. 0% 11/1/09 (e)

Caa1

700,000

301,000

Vodafone Group PLC 7.625% 2/15/05

A2

195,000

201,809

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Cellular - continued

VoiceStream Wireless Corp.:

0% 11/15/09 (e)

B2

$ 1,635,000

$ 1,185,375

10.375% 11/15/09

B2

1,080,000

1,161,000

12,358,272

Electric Utility - 0.4%

AES Corp. 9.375% 9/15/10

Ba1

850,000

869,125

Avon Energy Partners Holdings 6.46% 3/4/08 (g)

Baa2

130,000

121,815

CMS Energy Corp.:

8.375% 7/1/03

Ba3

305,000

303,475

9.875% 10/15/07

Ba3

135,000

140,400

Dominion Resources, Inc. 8.125% 6/15/10

Baa1

25,000

27,023

Hydro-Quebec yankee 8.4% 3/28/25

A2

90,000

101,270

Illinois Power Co. 7.5% 6/15/09

Baa1

60,000

61,456

Israel Electric Corp. Ltd.:

7.75% 12/15/27 (g)

A3

170,000

149,903

yankee 7.875% 12/15/26 (g)

A3

80,000

71,638

Nisource Finance Corp. 7.875% 11/15/10 (g)

Baa2

125,000

131,584

Texas Utilities Co. 6.375% 1/1/08

Baa3

10,000

9,468

1,987,157

Gas - 0.0%

Reliant Energy Resources Corp. 8.125% 7/15/05 (g)

Baa1

50,000

52,006

Sempra Energy 7.95% 3/1/10

A2

40,000

39,580

91,586

Telephone Services - 0.4%

Asia Global Crossing Ltd. 13.375% 10/15/10 (g)

B2

420,000

362,250

AT&T Corp. 6.5% 3/15/29

A2

115,000

91,916

British
Telecommunications PLC:

7.625% 12/15/05

A2

100,000

100,992

8.625% 12/15/30

A2

35,000

35,263

Cable & Wireless Optus Ltd. 8% 6/22/10 (g)

Baa1

100,000

109,636

Intermedia
Communications, Inc.:

0% 7/15/07 (e)

B2

455,000

273,000

0% 3/1/09 (e)

B3

250,000

100,000

8.6% 6/1/08

B2

15,000

10,500

8.875% 11/1/07

B2

25,000

17,500

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Ono Finance PLC 13% 5/1/09

Caa1

$ 185,000

$ 136,900

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

140,000

136,380

Telefonica Europe BV 8.25% 9/15/30

A2

90,000

90,582

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

183,000

181,309

7.7% 7/20/29

Baa1

130,000

129,419

Teligent, Inc. 11.5% 12/1/07

Caa1

890,000

115,700

WorldCom, Inc.:

8% 5/16/06

A3

115,000

117,822

8.875% 1/15/06

A3

103,000

106,395

2,115,564

TOTAL UTILITIES

16,552,579

TOTAL NONCONVERTIBLE BONDS

60,280,940

TOTAL CORPORATE BONDS

(Cost $68,573,403)

62,676,740

U.S. Government and Government Agency Obligations - 2.4%

U.S. Government Agency Obligations - 0.8%

Fannie Mae:

6% 12/15/05

Aaa

85,000

86,003

6% 5/15/08

Aaa

700,000

702,625

6.5% 4/29/09

Aaa

10,000

9,934

7% 7/15/05

Aaa

100,000

104,953

7.25% 1/15/10

Aaa

200,000

217,188

7.25% 5/15/30

Aaa

105,000

119,279

Federal Home Loan Bank 6.75% 2/1/02

Aaa

830,000

838,690

Freddie Mac:

5.5% 5/15/02

Aaa

1,000,000

997,500

5.75% 3/15/09

Aaa

510,000

502,906

6.875% 1/15/05

Aaa

85,000

88,453

6.875% 9/15/10

Aaa

300,000

319,452

7% 7/15/05

Aaa

210,000

220,368

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

4,207,351

U.S. Treasury Obligations - 1.6%

U.S. Treasury Bills, yield at date of purchase 6.16% 1/11/01 (i)

-

1,800,000

1,797,610

U.S. Treasury Bonds:

6.125% 11/15/27

Aaa

685,000

736,485

6.125% 8/15/29

Aaa

149,000

162,061

U.S. Government and Government Agency Obligations - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

U.S. Treasury Obligations - continued

U.S. Treasury Bonds: - continued

6.875% 8/15/25

Aaa

$ 25,000

$ 29,246

8.125% 8/15/19

Aaa

1,530,000

1,977,770

8.875% 2/15/19

Aaa

259,000

355,923

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

100,000

97,234

5.875% 10/31/01

Aaa

700,000

701,309

6.5% 5/31/02

Aaa

180,000

182,700

6.625% 6/30/01

Aaa

952,000

956,163

7% 7/15/06

Aaa

20,000

21,769

7.25% 8/15/04

Aaa

20,000

21,381

7.875% 11/15/04

Aaa

738,000

807,992

TOTAL U.S. TREASURY OBLIGATIONS

7,847,643

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $11,582,859)

12,054,994

U.S. Government Agency - Mortgage
Securities - 2.8%

Fannie Mae - 2.4%

6% 4/1/13 to 1/1/29

Aaa

1,065,609

1,050,891

6.5% 2/1/26 to 12/1/30

Aaa

2,762,062

2,725,711

7% 8/1/25 to 12/1/29

Aaa

2,846,480

2,853,178

7.5% 5/1/24 to 10/1/29

Aaa

1,178,585

1,196,483

7.5% 1/1/31 (h)

Aaa

2,507,000

2,544,605

8% 1/1/31 (h)

Aaa

1,316,000

1,348,900

TOTAL FANNIE MAE

11,719,768

Freddie Mac - 0.0%

7.5% 8/1/28

Aaa

122,639

124,747

Government National Mortgage Association - 0.4%

6.5% 8/15/27

Aaa

564,010

$ 558,545

7% 7/15/28

Aaa

800,700

804,199

7.5% 1/15/26 to 8/15/28

Aaa

709,586

721,961

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

2,084,705

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $13,828,211)

13,929,220

Asset-Backed Securities - 0.3%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Airplanes pass through trust 10.875% 3/15/19

Ba2

$ 335,818

$ 240,110

BankAmerica Manufacturing Housing Contract Trust V 6.2% 4/10/09

Aaa

150,000

149,719

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

100,000

99,203

CIT Marine Trust 5.8% 4/15/10

Aaa

120,000

119,475

CPS Auto Grantor Trust 6.55% 8/15/02

Aaa

11,367

11,371

CPS Auto Receivables Trust 6% 8/15/03

Aaa

51,234

51,018

CSXT Trade Receivables Master Trust 6% 7/25/04

Aaa

180,000

180,563

DaimlerChrysler Auto Trust 6.7% 6/8/03

Aaa

150,000

150,492

Ford Credit Auto Owner Trust:

6.2% 12/15/02

Aa2

90,000

90,267

6.4% 12/15/02

Aa2

50,000

50,203

7.03% 11/15/03

Aaa

24,000

24,330

Green Tree Financial Corp. 6.8% 6/15/27

Aaa

4,965

4,965

Petroleum Enhanced Trust Receivables Offering Petroleum Trust 7.2788% 2/5/03 (g)(j)

Baa2

37,816

37,716

Sears Credit Account Master Trust II 7.5% 11/15/07

A2

50,000

51,250

UAF Auto Grantor Trust 6.1% 1/15/03 (g)

Aaa

59,450

59,710

TOTAL ASSET-BACKED SECURITIES

(Cost $1,439,588)

1,320,392

Collateralized Mortgage Obligations - 0.1%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Private Sponsor - 0.0%

Credit-Based Asset Servicing and Securitization LLC weighted average coupon Series 1997-2 Class 2B, 7.1745% 12/29/25 (g)(j)

Ba3

$ 157,923

$ 77,605

U.S. Government Agency - 0.1%

Fannie Mae:

REMIC planned amortization class:

Series 1999-54 Class PH, 6.5% 11/18/29

Aaa

100,000

96,031

Series 1999-57 Class PH, 6.5% 12/25/29

Aaa

100,000

94,852

sequential pay Series 2000-49 Class A,
7.5% 1/1/30

Aaa

174,000

178,568

TOTAL U.S. GOVERNMENT AGENCY

369,451

TOTAL COLLATERALIZED
MORTGAGE OBLIGATIONS

(Cost $442,201)

447,056

Commercial Mortgage Securities - 0.5%

CBM Funding Corp. sequential pay Series 1996-1:

Class A3PI, 7.08% 11/1/07

AA

100,000

102,785

Class B, 7.48% 2/1/08

A

80,000

82,947

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1 Class E, 7.47% 1/10/13 (g)(j)

Baa1

220,000

219,983

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

200,000

196,709

Deutsche Mortgage & Asset Receiving Corp. Series 1998-C1 Class D, 7.231% 7/15/12

Baa2

140,000

135,909

First Chicago/Lennar Trust I weighted average coupon Series 1997-CHL1 Class E, 8.0835% 4/1/39 (j)

-

320,000

252,485

FMAC Loan Receivables Trust weighted average coupon:

Series 1997-A Class E, 8.1103% 4/15/19 (g)(j)

-

250,000

100,000

Series 1997-B Class E, 7.8912% 9/15/19 (g)(j)

-

100,000

6,000

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 1996-C1 Class F, 7.86% 10/15/28 (g)

Ba1

$ 250,000

$ 233,076

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (g)(j)

Baa3

180,000

170,156

LTC Commercial Mortgage pass through certificates:

Series 1996-1 Class E, 9.16% 4/15/28

BB-

500,000

468,594

Series 1998-1 Class A, 6.029% 5/30/30 (g)

AAA

101,757

99,372

Nomura Asset Securities Corp. weighted average coupon Series 1998-D6 Class A4, 7.3622% 3/17/28 (j)

Baa2

140,000

138,447

Nomura Depositor Trust floater Series 1998-ST1A Class B2, 10.8698% 1/15/03 (g)(j)

-

125,000

116,680

Structured Asset Securities Corp. Series 1996-CFL Class E, 7.75% 2/25/28

AA

80,000

80,769

Thirteen Affiliates of General Growth Properties, Inc. Series 1:

Class D2, 6.992% 12/15/10 (g)

Baa2

140,000

134,832

Class E2, 7.224% 12/15/10 (g)

Baa3

100,000

95,406

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $2,896,940)

2,634,150

Foreign Government and Government Agency Obligations (d) - 0.1%

Chile Republic 6.875% 4/28/09

Baa1

50,000

48,631

Quebec Province 7.5% 9/15/29

A2

340,000

362,848

United Mexican States 9.875% 2/1/10

Baa3

80,000

86,080

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $461,995)

497,559

Supranational Obligations - 0.0%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $149,057)

Aaa

150,000

152,769

Floating Rate Loans - 4.7%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

BASIC INDUSTRIES - 0.4%

Chemicals & Plastics - 0.3%

CP Kelco:

Tranche B term loan 10.0613% 3/31/08 (j)

B1

$ 138,000

$ 133,170

Tranche C term loan 10.3113% 9/30/08 (j)

B1

46,000

44,390

Huntsman ICI Chemicals LLC sr. secured:

Tranche B term loan 9.6403% 6/30/07 (j)

-

189,353

190,299

Tranche C term loan 9.9373% 6/30/08 (j)

-

286,046

287,476

Lyondell Chemical Co. sr. secured Tranche E term loan 10.645% 5/17/06 (j)

-

696,465

706,912

1,362,247

Packaging & Containers - 0.1%

Packaging Corp. of America Tranche B term loan 8.6514% 6/29/07 (j)

-

224,395

224,395

U.S. Can Corp. Tranche B term loan 10.2581% 10/4/08 (j)

-

400,000

402,000

626,395

TOTAL BASIC INDUSTRIES

1,988,642

DURABLES - 0.2%

Consumer Durables - 0.1%

Blount, Inc. Tranche B term loan 10.763% 6/30/06 (j)

B1

298,816

295,828

Home Furnishings - 0.1%

Sealy Mattress Co.:

Tranche B term loan 8.625% 12/15/04 (j)

Ba3

188,825

189,061

Tranche C term loan 8.875% 12/15/05 (j)

Ba3

136,088

136,259

Tranche D term loan 9.125% 12/15/06 (j)

Ba3

173,938

174,155

499,475

TOTAL DURABLES

795,303

ENERGY - 0.1%

Coal - 0.1%

P&L Coal Holdings Corp. Tranche B term loan 8.7673% 6/30/06 (j)

-

579,825

580,549

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

FINANCE - 0.1%

Credit & Other Finance - 0.1%

AES New York Funding Tranche B term loan 9.5625% 5/14/02 (j)

-

$ 500,000

$ 500,000

WCI Capital Corp. Tranche B term loan 11.25% 3/31/07 (j)

B2

200,000

178,000

678,000

HEALTH - 0.3%

Medical Facilities Management - 0.3%

DaVita, Inc. term loan 10.5032% 3/31/06 (j)

Ba2

460,445

456,416

Quest Diagnostics, Inc.:

Tranche B term loan 9.808% 6/15/06 (j)

Ba3

260,450

262,403

Tranche C term loan 10.3703% 6/15/06 (j)

Ba3

239,550

241,347

Unilab Corp. Tranche B term loan 10.5625% 11/23/06 (j)

B1

587,406

591,811

1,551,977

INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%

Pollution Control - 0.1%

Allied Waste North America, Inc.:

Tranche B term loan 9.365% 7/21/06 (j)

Ba3

227,273

215,909

Tranche C term loan 9.6896% 7/21/07 (j)

Ba3

272,727

259,091

475,000

MEDIA & LEISURE - 1.3%

Broadcasting - 1.0%

American Tower L P Tranche B term loan 10.05% 12/31/07 (j)

-

800,000

806,000

Century Cable Holdings LLC Tranche B term loan 9.19% 6/30/09 (j)

-

600,000

594,000

Charter Communication Operating LLC Tranche B term loan 9.26% 3/18/08 (j)

Ba3

1,250,000

1,243,750

Citadel Broadcasting Co. Tranche B term loan 9.875% 6/30/08 (j)

BB-

700,000

701,750

Entravision Communications Corp. Tranche B term loan 9.9375% 12/31/08 (j)

-

400,000

402,500

Floating Rate Loans - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

MEDIA & LEISURE - continued

Broadcasting - continued

Pegasus Media & Communications, Inc. Tranche B term loan 10.1875% 4/30/05 (j)

-

$ 850,000

$ 850,000

Telemundo Group, Inc. Tranche B term loan 8.5631% 3/31/07 (j)

B1

546,480

543,747

5,141,747

Entertainment - 0.2%

Six Flags Theme Park, Inc. Tranche B term loan 9.97% 9/30/05 (j)

Ba2

700,000

707,000

Lodging & Gaming - 0.0%

Starwood Hotels & Resorts Worldwide, Inc. term loan 9.4249% 2/23/03 (j)

-

150,000

150,750

Publishing - 0.1%

PRIMEDIA, Inc. Tranche B term loan 9.45% 7/31/04 (j)

Ba3

546,231

546,914

TOTAL MEDIA & LEISURE

6,546,411

NONDURABLES - 0.2%

Foods - 0.1%

Del Monte Corp. Tranche B term loan 9.5% 3/25/05 (j)

-

673,464

679,357

Tobacco - 0.1%

UST, Inc. Tranche B term loan 9.25% 2/16/05 (j)

A2

299,250

300,372

TOTAL NONDURABLES

979,729

SERVICES - 0.4%

Leasing & Rental - 0.1%

Crown Castle Operating Co. Tranche B term loan 9.39% 3/15/08 (j)

Ba3

800,000

806,000

Services - 0.3%

Iron Mountain, Inc. Tranche B term loan 9.5339% 2/28/06 (j)

-

1,299,000

1,305,495

TOTAL SERVICES

2,111,495

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

TECHNOLOGY - 0.1%

Electronic Instruments - 0.1%

Acterna LLC Tranche B term loan 9.6881% 9/30/07 (j)

-

$ 304,039

$ 304,039

UTILITIES - 1.5%

Cellular - 1.3%

Cook Inlet/Voicestream Operating Co. LLC Tranche B term loan 10.5% 12/31/08 (j)

B2

1,000,000

1,010,000

Microcell Telecommunications, Inc. Tranche E term loan 9.8613% 3/1/06 (j)

-

500,000

500,000

Nextel Finance Co.:

Tranche B term loan 10.1875% 6/30/08 (j)

Ba2

650,000

650,000

Tranche C term loan 10.4375% 12/31/08 (j)

Ba2

650,000

650,000

Tritel Holding Corp. Tranche B term loan 11.2138% 12/31/07 (j)

B2

750,000

757,500

Triton PCS, Inc. Tranche B term loan 9.6875% 2/4/07 (j)

-

1,150,000

1,158,625

VoiceStream PCS Holding LLC Tranche B term loan 9.64% 2/25/09 (j)

B+

1,000,000

987,500

Western Wireless Corp.:

Tranche A term loan 8.535% 3/31/08 (j)

Ba2

400,000

396,000

Tranche B term loan 9.535% 9/30/08 (j)

Ba2

450,000

452,250

6,561,875

Telephone Services - 0.2%

Global Crossing Holdings Ltd. Tranche B term loan 9.28% 6/30/06 (j)

-

500,000

502,500

McLeodUSA, Inc. Tranche B term loan 9.21% 5/31/08 (j)

Ba2

300,000

300,000

802,500

TOTAL UTILITIES

7,364,375

TOTAL FLOATING RATE LOANS

(Cost $23,430,960)

23,375,520

Commercial Paper - 0.0%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

British Telecom PLC 6.8525% 10/9/01 (j)
(Cost $249,620)

$ 250,000

$ 249,994

Money Market Funds - 5.7%

Shares

Fidelity Cash Central Fund, 6.53% (c)

19,713,790

19,713,790

Fidelity Money Market Central Fund, 6.71% (c)

6,797,743

6,797,743

Fidelity Securities Lending Cash Central Fund, 6.61% (c)

1,641,999

1,641,999

TOTAL MONEY MARKET FUNDS

(Cost $28,153,532)

28,153,532

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $489,305,618)

499,323,517

NET OTHER ASSETS - (0.3)%

(1,618,571)

NET ASSETS - 100%

$ 497,704,946

Futures Contracts

Expiration Date

Underlying
Face Amount
at Value

Unrealized Gain/(Loss)

Purchased

56 S&P 500
Stock Index Contracts

March 2001

$ 18,690,000

$ (835,903)

The face value of futures purchased as a percentage of net assets - 3.8%

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings
of the sovereign credit of the issuing government.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(g) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $7,705,398 or 1.5% of
net assets.

(h) Security purchased on a delayed delivery or when-issued basis.

(i) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,797,610.

(j) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Micron Technology, Inc. 6.5% 9/30/05

11/1/99

$ 787,500

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

6.2%

AAA, AA, A

5.5%

Baa

1.7%

BBB

1.5%

Ba

3.2%

BB

2.9%

B

7.8%

B

7.6%

Caa

1.4%

CCC

1.1%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 2.3%. FMR has determined that unrated debt securities that are lower quality account for 2.3% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $757,557,256 and $778,926,390, respectively, of which long-term U.S. government and government agency obligations aggregated $39,859,962 and $50,715,388, respectively.

On July 25, 2000, the fund transferred substantially all of its money market investments to Fidelity Money Market Central Fund in exchange for shares of this fund.

The market value of futures contracts opened and closed during the period amounted to $134,978,146 and $122,401,567, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $25,866 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $820,000 or 0.2% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $1,501,003. The fund received cash collateral of $1,641,999 which was invested in cash equivalents.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $489,364,119. Net unrealized appreciation aggregated $9,959,398, of which $60,983,224 related to appreciated investment securities and $51,023,826 related to depreciated investment securities.

The fund hereby designates approximately $41,559,000 as a capital gain dividend for the purpose of the dividend paid deduction.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $489,305,618) -
See accompanying schedule

$ 499,323,517

Cash

40,327

Receivable for investments sold

2,553,337

Receivable for fund shares sold

537,581

Dividends receivable

313,911

Interest receivable

1,765,917

Other receivables

3,665

Total assets

504,538,255

Liabilities

Payable for investments purchased
Regular delivery

$ 514,844

Delayed delivery

4,063,752

Payable for fund shares redeemed

62,956

Accrued management fee

240,136

Distribution fees payable

1,591

Payable for daily variation on
futures contracts

254,800

Other payables and
accrued expenses

53,231

Collateral on securities loaned,
at value

1,641,999

Total liabilities

6,833,309

Net Assets

$ 497,704,946

Net Assets consist of:

Paid in capital

$ 456,659,883

Undistributed net investment income

15,347,357

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

16,515,667

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

9,182,039

Net Assets

$ 497,704,946

Initial Class:
Net Asset Value, offering price
and redemption price per share ($482,165,063
÷ 33,461,979
shares)

$14.41

Service Class:
Net Asset Value, offering price
and redemption price per share
($12,449,087
÷ 869,523
shares)

$14.32

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($3,090,796
÷ 216,184
shares)

$14.30

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 4,516,798

Interest

13,595,252

Security lending

14,759

Total income

18,126,809

Expenses

Management fee

$ 3,168,623

Transfer agent fees

361,328

Distribution fees

15,027

Accounting and security lending fees

195,107

Non-interested trustees' compensation

1,869

Custodian fees and expenses

31,840

Registration fees

247

Audit

27,096

Legal

4,175

Miscellaneous

39,184

Total expenses before reductions

3,844,496

Expense reductions

(58,334)

3,786,162

Net investment income

14,340,647

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

19,764,551

Foreign currency transactions

(1,431)

Futures contracts

(3,033,763)

16,729,357

Change in net unrealized appreciation (depreciation) on:

Investment securities

(101,807,387)

Assets and liabilities in
foreign currencies

42

Futures contracts

(871,166)

(102,678,511)

Net gain (loss)

(85,949,154)

Net increase (decrease) in net assets resulting from operations

$ (71,608,507)

Other Information

Expense reductions
Directed brokerage arrangements

$ 47,254

Custodian credits

11,080

$ 58,334

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Asset Manager: Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 14,340,647

$ 13,100,308

Net realized gain (loss)

16,729,357

48,664,911

Change in net unrealized appreciation (depreciation)

(102,678,511)

17,820,079

Net increase (decrease) in net assets resulting from operations

(71,608,507)

79,585,298

Distributions to shareholders
From net investment income

(11,727,781)

(12,766,102)

From net realized gain

(47,570,525)

(21,173,047)

Total distributions

(59,298,306)

(33,939,149)

Share transactions - net increase (decrease)

37,231,520

13,695,216

Total increase (decrease) in net assets

(93,675,293)

59,341,365

Net Assets

Beginning of period

591,380,239

532,038,874

End of period (including undistributed net investment income of $15,347,357 and $13,084,201, respectively)

$ 497,704,946

$ 591,380,239

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

3,923,103

$ 63,060,473

3,532,899

$ 59,442,839

Reinvested

3,619,549

58,129,957

2,100,108

33,706,735

Redeemed

(5,674,304)

(91,790,709)

(5,095,721)

(86,190,044)

Net increase (decrease)

1,868,348

$ 29,399,721

537,286

$ 6,959,530

Service Class
Sold

313,089

$ 5,014,523

451,433

$ 7,507,627

Reinvested

72,504

1,157,887

14,544

232,414

Redeemed

(108,353)

(1,714,212)

(60,280)

(1,004,355)

Net increase (decrease)

277,240

$ 4,458,198

405,697

$ 6,735,686

Service Class 2 A
Sold

230,119

$ 3,591,200

Reinvested

655

10,461

Redeemed

(14,590)

(228,060)

Net increase (decrease)

216,184

$ 3,373,601

Distributions
From net investment income
Initial Class

$ 11,501,649

$ 12,678,680

Service Class

224,107

87,422

Service Class 2 A

2,025

-

Total

$ 11,727,781

$ 12,766,102

From net realized gain
Initial Class

$ 46,628,308

$ 21,028,055

Service Class

933,781

144,992

Service Class 2 A

8,436

-

Total

$ 47,570,525

$ 21,173,047

$ 59,298,306

$ 33,939,149

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 18.38

$ 17.03

$ 16.36

$ 13.10

$ 11.77

Income from Investment Operations

Net investment income

.42 D

.40 D

.41 D

.36 D

.21

Net realized and unrealized gain (loss)

(2.52)

2.04

2.19

2.92

2.08

Total from investment operations

(2.10)

2.44

2.60

3.28

2.29

Less Distributions

From net investment income

(.37)

(.41)

(.34)

-

(.21)

From net realized gain

(1.50)

(.68)

(1.59)

(.02)

(.75)

Total distributions

(1.87)

(1.09)

(1.93)

(.02)

(.96)

Net asset value, end of period

$ 14.41

$ 18.38

$ 17.03

$ 16.36

$ 13.10

Total Return B, C

(12.47)%

15.26%

17.57%

25.07%

20.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 482,165

$ 580,555

$ 528,874

$ 483,231

$ 253,024

Ratio of expenses to average net assets

.69%

.71%

.73%

.77%

.87%

Ratio of expenses to average net assets after expense reductions

.68% F

.70% F

.72% F

.76% F

.85% F

Ratio of net investment income to average net assets

2.61%

2.38%

2.60%

2.44%

2.63%

Portfolio turnover rate

147%

92%

98%

90%

120%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 18.28

$ 16.96

$ 16.35

$ 15.94

Income from Investment Operations

Net investment income D

.40

.38

.40

.07

Net realized and unrealized gain (loss)

(2.50)

2.03

2.14

.34

Total from investment operations

(2.10)

2.41

2.54

.41

Less Distributions

From net investment income

(.36)

(.41)

(.34)

-

From net realized gain

(1.50)

(.68)

(1.59)

-

Total distributions

(1.86)

(1.09)

(1.93)

-

Net asset value, end of period

$ 14.32

$ 18.28

$ 16.96

$ 16.35

Total Return B, C

(12.54)%

15.13%

17.18%

2.57%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 12,449

$ 10,825

$ 3,165

$ 10

Ratio of expenses to average net assets

.80%

.82%

.89%

.87% A

Ratio of expenses to average net assets after expense reductions

.79% F

.81% F

.88% F

.87% A

Ratio of net investment income to average net assets

2.50%

2.27%

2.65%

2.70% A

Portfolio turnover rate

147%

92%

98%

90%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 17.78

Income from Investment Operations

Net investment income C

.34

Net realized and unrealized gain (loss)

(1.96)

Total from investment operations

(1.62)

Less Distributions

From net investment income

(.36)

From net realized gain

(1.50)

Total distributions

(1.86)

Net asset value, end of period

$ 14.30

Total Return B, F

(10.21)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 3,091

Ratio of expenses to average net assets

.97% A

Ratio of expenses to average net assets after expense reductions

.95% A, E

Ratio of net investment income to average net assets

2.33% A

Portfolio turnover rate

147%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

F The total return would have been lower had certain expenses not been reduced during the period shown.

See accompanying notes which are an integral part of the financial statements.

Asset Manager: Growth Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 through January 12, 2000 are those of Service Class which reflects a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Balanced -
Service Class 2

-4.51%

9.47%

10.21%

Fidelity Balanced 60/40 Composite

-1.00%

13.78%

16.31%

S&P 500

-9.10%

18.33%

21.35%

LB Aggregate Bond

11.63%

6.46%

8.40%

Average annual total returns take the fund's cumulative return and show what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Fidelity Balanced 60/40 Composite Index - a hypothetical combination of unmanaged indices using a weighting of 60% equity and 40% bond. The composite index combines the total returns of the Standard & Poor's 500 Index and the Lehman Brothers Aggregate Bond Index.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Balanced Portfolio - Service Class 2 on January 3, 1995, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $17,913 - a 79.13% increase on the initial investment. For comparison, look at how both the Standard & Poor's 500 Index, a market capitalization-weighted index of common stocks, and the Lehman Brothers Aggregate Bond Index, a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more, did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment in the Standard & Poor's 500 Index would have grown to $31,921 - a 219.21% increase. If $10,000 was invested in the Lehman Brothers Aggregate Bond Index, it would have grown to $16,224 - a 62.24% increase. You can also look at how the Fidelity Balanced 60/40 Composite Index did over the same period. With dividends and interest, if any, reinvested, the same $10,000 would have grown to $24,741 - a 147.41% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's net assets

General Electric Co.

3.5

Exxon Mobil Corp.

1.6

American International Group, Inc.

1.6

Bristol-Myers Squibb Co.

1.5

Pfizer, Inc.

1.4

Top Five Market Sectors as of December 31, 2000

% of fund's net assets

Finance

14.8

Technology

11.5

Health

8.9

Utilities

7.9

Media & Leisure

5.9

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks

56.0%

Bonds

40.2%

Short-Term Investments and Net Other Assets

3.6%

Other Investments

0.2%



* Foreign investments 3.8%

Semiannual Report

Fidelity Variable Insurance Products: Balanced Portfolio

Fund Talk: The Managers' Overview

(automated graphic)   (automated graphic)   

An interview with John Avery (right), Lead Portfolio Manager of Balanced Portfolio, and Kevin Grant, manager for fixed-income investments

Q. How did the fund perform, John?

J.A. For the 12-month period that ended December 31, 2000, the fund underperformed the Fidelity Balanced 60/40 Composite Index, which returned -1.00%.

Q. Why did the fund fail to keep pace with its index during the past year?

J.A. Poor positioning among utility stocks hurt relative performance. We paid the price for holding sizable stakes in traditional telecommunications providers, including AT&T, and wireless stocks, such as Motorola, that experienced precipitous declines. We also missed much of the dramatic upswing in electric and gas utilities, which benefited from strong demand and volatility in the marketplace. Disappointing security selection among technology stocks and various retailers further hurt performance.

Q. What can you tell us about your asset allocation strategy during the period?

J.A. I maintained a fairly neutral equity weighting in the fund throughout the period. At times, I employed other asset classes, such as convertible securities and high-yield bonds, to gain further exposure to the movements of stocks. I used convertibles early in the period as an indirect, less volatile way to participate in some of the technology names I liked. These securities also afforded us downside protection when the equivalent stocks collapsed during the spring. Conversely, it was a mistake to include high-yield bonds in the fund during the period, as prices of these securities plunged to recession levels in response to declining credit quality and poor liquidity. By allocating part of the bond subportfolio to high yield - an asset class not represented in the index - we were left underexposed to investment-grade debt, which performed well during the period.

Q. How did some of your moves on a sector level play out for the fund?

J.A. Although our tech exposure hurt quite a bit on an absolute basis, scaling back on many of our highly valued tech stocks before they collapsed helped relative returns. Unfortunately, any advantage we gained from underweighting laggards such as Microsoft and America Online, we lost due to untimely trading of weak performers, such as Intel and Dell. Similarly, the fund's retail holdings, namely Home Depot and Wal-Mart, headed south behind a slowdown in consumer spending. On a more positive note, assuming a more defensive posture late in the period helped, as tech investors sought shelter in areas of the market that could best weather an economic downturn. Our stake in consumer nondurables, particularly Philip Morris, rebounded nicely during the period. We also were rewarded for emphasizing higher-growth financials, such as American International Group and Fannie Mae, which are generally less credit-sensitive and more capable of generating above-average returns.

Q. Turning to you, Kevin, how did the bond portion of the fund fare?

K.G. The fund's investment-grade holdings had a particularly strong period. Favorable security selection helped drive performance and ensure the success of the fund's bond subportfolio relative to the Lehman Brothers Aggregate Bond Index. Of particular note was the fund's positioning in Treasuries, which outperformed all spread sectors - corporate, mortgage and agency securities - during the period. Treasuries doubly benefited from volatility in the equity markets and the U.S. Treasury's decision to repurchase outstanding debt as a result of the growing federal surplus. Even though we were underweighted relative to the Lehman Brothers index, we gained ground by adding long-term Treasuries and callable Treasuries in advance of the buybacks. My emphasis on discount mortgage securities further benefited performance in light of strong housing turnover. Owning the right agencies also helped, as these securities rebounded from their lows earlier in the period. Finally, improving the diversification of our corporate holdings helped us avoid many of the major credit blowups that pervaded the 12-month period.

Q. John, what's your outlook?

J.A. There's still a lot of uncertainty surrounding the direction of the economy, which tells me that it's still a time to play defense rather than offense. Right now, the equity portion of the fund is defensively positioned for further slowing in the economy, a posture that has worked out well for us in recent months. In the near term, I think earnings disappointments could continue to weigh heavily on the market even if the Fed does cut interest rates. So, until I feel strongly that fundamentals are going to get either a lot better or a lot worse, I'll avoid making any big bets and continue to add value from the bottom up.

The views expressed in this report reflect those of the portfolio managers only through the end of the period of the report as stated on the cover. The managers' views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks income and capital growth consistent with reasonable risk by investing in a diversified portfolio of stocks and bonds

Start date: January 3, 1995

Size: as of December 31, 2000, more than $283 million

Manager: John Avery, since 1998, and Kevin Grant, since 1996; John Avery joined Fidelity in 1995; Kevin Grant joined Fidelity in 1993

3

Annual Report

Fidelity Variable Insurance Products: Balanced Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 55.4%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.7%

Aerospace & Defense - 0.4%

BFGoodrich Co.

11,100

$ 403,763

Boeing Co.

13,700

904,200

1,307,963

Ship Building & Repair - 0.3%

General Dynamics Corp.

9,700

756,600

TOTAL AEROSPACE & DEFENSE

2,064,563

BASIC INDUSTRIES - 2.0%

Chemicals & Plastics - 1.4%

Dow Chemical Co.

27,700

1,014,513

E.I. du Pont de Nemours and Co.

24,204

1,169,356

Pharmacia Corp.

9,400

573,400

Praxair, Inc.

23,400

1,038,375

3,795,644

Metals & Mining - 0.2%

Alcoa, Inc.

19,000

636,500

Paper & Forest Products - 0.4%

International Paper Co.

13,400

546,888

Kimberly-Clark Corp.

9,600

678,624

1,225,512

TOTAL BASIC INDUSTRIES

5,657,656

CONSTRUCTION & REAL ESTATE - 0.3%

Building Materials - 0.3%

Masco Corp.

29,100

747,506

DURABLES - 0.8%

Autos, Tires, & Accessories - 0.5%

AutoNation, Inc.

3,700

22,200

Danaher Corp.

12,600

861,525

TRW, Inc.

10,200

395,250

1,278,975

Consumer Electronics - 0.3%

General Motors Corp. Class H

24,200

556,600

Maytag Corp.

12,200

394,213

950,813

TOTAL DURABLES

2,229,788

ENERGY - 4.1%

Energy Services - 1.2%

Baker Hughes, Inc.

14,200

590,188

Diamond Offshore Drilling, Inc.

13,300

532,000

Halliburton Co.

14,600

529,250

Nabors Industries, Inc. (a)

9,400

556,010

Schlumberger Ltd. (NY Shares)

14,900

1,191,069

3,398,517

Shares

Value (Note 1)

Oil & Gas - 2.9%

Burlington Resources, Inc.

15,000

$ 757,500

Chevron Corp.

7,300

616,394

Conoco, Inc. Class B

27,200

787,100

Exxon Mobil Corp.

53,366

4,639,507

Royal Dutch Petroleum Co. (NY Shares)

21,400

1,296,038

8,096,539

TOTAL ENERGY

11,495,056

FINANCE - 10.0%

Banks - 1.5%

Bank of America Corp.

10,400

477,100

Bank of New York Co., Inc.

41,700

2,301,319

Chase Manhattan Corp.

28,900

1,313,144

4,091,563

Credit & Other Finance - 2.1%

American Express Co.

50,600

2,779,838

Citigroup, Inc.

63,100

3,222,044

6,001,882

Federal Sponsored Credit - 2.3%

Fannie Mae

38,500

3,339,875

Freddie Mac

46,500

3,202,688

6,542,563

Insurance - 2.3%

AFLAC, Inc.

11,000

794,063

Allstate Corp.

12,800

557,600

American International Group, Inc.

45,450

4,479,666

Hartford Financial Services Group, Inc.

8,400

593,250

6,424,579

Securities Industry - 1.8%

Bear Stearns Companies, Inc.

7,700

390,294

Charles Schwab Corp.

40,150

1,139,256

Merrill Lynch & Co., Inc.

17,100

1,166,006

Morgan Stanley Dean Witter & Co.

31,300

2,480,525

5,176,081

TOTAL FINANCE

28,236,668

HEALTH - 8.6%

Drugs & Pharmaceuticals - 6.7%

Allergan, Inc.

5,700

551,831

American Home Products Corp.

20,800

1,321,840

Amgen, Inc. (a)

8,000

511,500

Bristol-Myers Squibb Co.

56,400

4,170,075

Eli Lilly & Co.

20,900

1,945,006

Merck & Co., Inc.

33,200

3,108,350

Pfizer, Inc.

86,000

3,956,000

Schering-Plough Corp.

60,800

3,450,400

19,015,002

Medical Equipment & Supplies - 1.9%

Abbott Laboratories

11,000

532,813

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Equipment & Supplies - continued

Becton, Dickinson & Co.

12,300

$ 425,888

Cardinal Health, Inc.

4,600

458,275

Guidant Corp. (a)

8,600

463,863

Johnson & Johnson

12,000

1,260,750

McKesson HBOC, Inc.

13,300

477,337

Medtronic, Inc.

17,000

1,026,375

Millipore Corp.

9,600

604,800

5,250,101

TOTAL HEALTH

24,265,103

INDUSTRIAL MACHINERY & EQUIPMENT - 4.6%

Electrical Equipment - 3.5%

General Electric Co.

206,400

9,894,280

Industrial Machinery & Equipment - 1.1%

Caterpillar, Inc.

17,500

827,969

Illinois Tool Works, Inc.

7,900

470,544

Ingersoll-Rand Co.

9,500

397,813

Tyco International Ltd.

28,270

1,568,985

3,265,311

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

13,159,591

MEDIA & LEISURE - 2.7%

Broadcasting - 0.7%

AT&T Corp. - Liberty Media Group Class A (a)

44,000

596,750

Cable Satisfaction International, Inc. warrants 3/1/10 (a)

200

2

Infinity Broadcasting Corp. Class A (a)

32,300

902,381

NTL, Inc. warrants 10/14/08 (a)

199

3,781

Time Warner, Inc.

8,108

423,562

UIH Australia/Pacific, Inc. warrants 5/15/06 (a)

150

150

1,926,626

Entertainment - 1.2%

MGM Mirage, Inc.

12,500

352,344

Viacom, Inc. Class B (non-vtg.) (a)

56,389

2,636,186

Walt Disney Co.

15,500

448,531

3,437,061

Publishing - 0.6%

McGraw-Hill Companies, Inc.

31,600

1,852,550

Restaurants - 0.2%

McDonald's Corp.

13,000

442,000

TOTAL MEDIA & LEISURE

7,658,237

Shares

Value (Note 1)

NONDURABLES - 3.9%

Beverages - 1.3%

Anheuser-Busch Companies, Inc.

33,700

$ 1,533,350

The Coca-Cola Co.

35,900

2,187,656

3,721,006

Foods - 0.5%

PepsiCo, Inc.

18,300

906,994

Quaker Oats Co.

3,700

360,288

1,267,282

Household Products - 1.1%

Colgate-Palmolive Co.

12,100

781,055

Gillette Co.

27,500

993,438

Procter & Gamble Co.

18,600

1,458,938

3,233,431

Tobacco - 1.0%

Philip Morris Companies, Inc.

67,400

2,965,600

TOTAL NONDURABLES

11,187,319

RETAIL & WHOLESALE - 1.9%

Apparel Stores - 0.3%

Gap, Inc.

22,700

578,850

Mothers Work, Inc. (a)(j)

3

30

The Limited, Inc.

13,000

221,813

800,693

Drug Stores - 0.3%

Walgreen Co.

20,200

844,613

General Merchandise Stores - 0.8%

Costco Wholesale Corp. (a)

10,200

407,363

Kohls Corp. (a)

2,400

146,400

Wal-Mart Stores, Inc.

34,600

1,838,125

2,391,888

Retail & Wholesale, Miscellaneous - 0.5%

Home Depot, Inc.

28,950

1,322,653

TOTAL RETAIL & WHOLESALE

5,359,847

SERVICES - 0.7%

Advertising - 0.5%

Omnicom Group, Inc.

17,200

1,425,450

Leasing & Rental - 0.0%

ANC Rental Corp. (a)

462

1,617

Services - 0.2%

Ecolab, Inc.

14,600

630,538

TOTAL SERVICES

2,057,605

TECHNOLOGY - 11.1%

Communications Equipment - 2.5%

CIENA Corp. (a)

5,300

430,625

Cisco Systems, Inc. (a)

101,300

3,874,725

Comverse Technology, Inc. (a)

8,100

879,863

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Communications Equipment - continued

Corning, Inc.

13,500

$ 712,969

Nokia AB sponsored ADR

9,900

430,650

Nortel Networks Corp.

19,900

638,044

6,966,876

Computer Services & Software - 4.0%

America Online, Inc. (a)

20,850

725,580

Ariba, Inc. (a)

5,700

305,663

Automatic Data Processing, Inc.

8,600

544,488

BEA Systems, Inc. (a)

17,000

1,144,313

BMC Software, Inc. (a)

26,400

369,600

Cadence Design Systems, Inc. (a)

10,900

299,750

Computer Associates International, Inc.

16,800

327,600

DecisionOne Corp. (a)

583

6

DecisionOne Corp.:

Class A warrants 4/18/07 (a)

342

0

Class B warrants 4/18/07 (a)

590

0

Class C warrants 4/18/07 (a)

350

0

Microsoft Corp. (a)

80,200

3,478,675

Oracle Corp. (a)

78,600

2,284,313

Sonus Networks, Inc.

16,100

406,525

Synopsys, Inc. (a)

13,900

659,381

VERITAS Software Corp. (a)

5,600

490,000

Yahoo!, Inc. (a)

7,400

222,463

11,258,357

Computers & Office Equipment - 2.2%

Compaq Computer Corp.

19,000

285,950

Dell Computer Corp. (a)

30,300

528,356

EMC Corp. (a)

39,000

2,593,500

International Business Machines Corp.

17,100

1,453,500

Sun Microsystems, Inc. (a)

55,000

1,533,125

6,394,431

Electronic Instruments - 1.0%

Agilent Technologies, Inc. (a)

100

5,475

Applied Materials, Inc. (a)

14,400

549,900

KLA-Tencor Corp. (a)

13,000

437,938

Novellus Systems, Inc. (a)

14,100

506,719

Teradyne, Inc. (a)

23,700

882,825

Thermo Electron Corp. (a)

15,100

449,225

2,832,082

Electronics - 1.4%

Insilco Corp. warrants 8/15/07 (a)

60

0

Intel Corp.

40,300

1,211,519

Intersil Holding Corp. Class A

11,900

272,956

Micron Technology, Inc. (a)

25,800

915,900

Shares

Value (Note 1)

NVIDIA Corp. (a)

14,600

$ 478,378

Texas Instruments, Inc.

21,900

1,037,513

3,916,266

TOTAL TECHNOLOGY

31,368,012

TRANSPORTATION - 0.2%

Railroads - 0.2%

Union Pacific Corp.

11,700

593,775

UTILITIES - 3.8%

Cellular - 0.6%

Leap Wireless International, Inc. warrants 4/15/10 (a)(f)

265

530

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

290

435

warrants 1/15/07 (CV ratio .6) (a)

50

100

McCaw International Ltd. warrants 4/16/07 (a)(f)

290

2,900

Nextel Communications, Inc. Class A (a)

23,400

579,150

Sprint Corp. - PCS Group Series 1 (a)

30,300

619,256

VoiceStream Wireless Corp. (a)

5,600

563,500

1,765,871

Electric Utility - 0.4%

AES Corp. (a)

21,800

1,207,175

Gas - 0.8%

Dynegy, Inc. Class A

18,800

1,053,975

Enron Corp.

12,900

1,072,313

2,126,288

Telephone Services - 2.0%

AT&T Corp.

15,604

270,144

BellSouth Corp.

33,900

1,387,781

KMC Telecom Holdings, Inc. warrants 4/15/08 (a)(f)

70

140

Ono Finance PLC rights 5/31/09 (a)(f)

210

1,260

Qwest Communications International, Inc. (a)

23,700

971,700

SBC Communications, Inc.

52,270

2,495,893

Verizon Communications

9,700

486,213

5,613,131

TOTAL UTILITIES

10,712,465

TOTAL COMMON STOCKS

(Cost $129,556,326)

156,793,191

Preferred Stocks - 0.6%

Shares

Value (Note 1)

Convertible Preferred Stocks - 0.1%

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

Earthwatch, Inc. Series C, $0.2975 (f)

5,645

$ 1,411

MediaOne Group, Inc. (Vodafone Group PLC) $3.63 PIES

4,700

380,700

382,111

Nonconvertible Preferred Stocks - 0.5%

FINANCE - 0.0%

Insurance - 0.0%

American Annuity Group Capital Trust II $88.75

50

49,966

HEALTH - 0.1%

Medical Facilities Management - 0.1%

Fresenius Medical Care Capital Trust II $7.875

255

245,302

MEDIA & LEISURE - 0.4%

Broadcasting - 0.2%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

6,265

651,560

Publishing - 0.2%

PRIMEDIA, Inc.:

$9.20

4,535

353,730

Series D, $10.00

600

49,200

402,930

TOTAL MEDIA & LEISURE

1,054,490

UTILITIES - 0.0%

Telephone Services - 0.0%

Intermedia Communications, Inc.
Series B, $135.00 pay-in-kind

3

1,500

TOTAL NONCONVERTIBLE PREFERRED STOCKS

1,351,258

TOTAL PREFERRED STOCKS

(Cost $1,721,932)

1,733,369

Corporate Bonds - 15.9%

Moody's Ratings
(unaudited) (b)

Principal Amount

Convertible Bonds - 0.6%

HEALTH - 0.2%

Drugs & Pharmaceuticals - 0.2%

Roche Holdings, Inc. 0% 1/19/15 (f)

-

$ 851,000

744,455

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

Liberty Media Corp. 3.75% 2/15/30 (f)

Baa3

$ 481,000

$ 273,569

TECHNOLOGY - 0.2%

Computer Services & Software - 0.0%

Cyras Systems, Inc. 4.5% 8/15/05 (f)

-

50,000

58,500

Computers & Office Equipment - 0.2%

Juniper Networks, Inc. 4.75% 3/15/07

B-

470,000

477,346

TOTAL TECHNOLOGY

535,846

UTILITIES - 0.1%

Cellular - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10 (f)

B1

308,000

222,915

TOTAL CONVERTIBLE BONDS

1,776,785

Nonconvertible Bonds - 15.3%

AEROSPACE & DEFENSE - 0.1%

Defense Electronics - 0.1%

Raytheon Co. 7.9% 3/1/03

Baa2

240,000

246,103

BASIC INDUSTRIES - 0.3%

Chemicals & Plastics - 0.2%

Huntsman Corp.:

9.5% 7/1/07 (f)

B2

430,000

253,700

9.5% 7/1/07 (f)

B2

170,000

100,300

Lyondell Chemical Co. 10.875% 5/1/09

B2

160,000

150,400

504,400

Paper & Forest Products - 0.1%

Fort James Corp. 6.625% 9/15/04

Baa3

45,000

41,914

Repap New Brunswick, Inc. yankee 10.625% 4/15/05

Ba2

230,000

236,900

278,814

TOTAL BASIC INDUSTRIES

783,214

CONSTRUCTION & REAL ESTATE - 1.2%

Building Materials - 0.1%

American Standard, Inc. 7.375% 2/1/08

Ba2

310,000

292,175

Real Estate - 0.2%

Duke Realty LP 7.3% 6/30/03

Baa1

500,000

506,550

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Nonconvertible Bonds - continued

CONSTRUCTION & REAL ESTATE - continued

Real Estate Investment Trusts - 0.9%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

$ 100,000

$ 97,815

Equity Office Properties Trust:

6.5% 1/15/04

Baa1

1,000,000

986,950

6.625% 2/15/05

Baa1

200,000

196,962

6.75% 2/15/08

Baa1

100,000

96,915

ProLogis Trust 6.7% 4/15/04

Baa1

70,000

69,721

Spieker Properties LP:

6.8% 5/1/04

Baa2

90,000

89,893

6.875% 2/1/05

Baa2

1,000,000

994,020

2,532,276

TOTAL CONSTRUCTION & REAL ESTATE

3,331,001

DURABLES - 0.1%

Textiles & Apparel - 0.1%

Levi Strauss & Co. 6.8% 11/1/03

Ba3

200,000

170,000

ENERGY - 0.5%

Coal - 0.0%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

135,000

134,325

Energy Services - 0.0%

R&B Falcon Corp. 12.25% 3/15/06

Ba3

100,000

118,000

Oil & Gas - 0.5%

Anadarko Petroleum Corp. 7.2% 3/15/29

Baa1

385,000

378,921

Apache Corp. 7.7% 3/15/26

A3

65,000

66,944

Apache Finance Property Ltd. 6.5% 12/15/07

A3

100,000

99,106

Chesapeake Energy Corp. Series B, 9.625% 5/1/05

B2

345,000

353,625

Ocean Energy, Inc. 7.625% 7/1/05

Ba1

190,000

183,350

Texas Eastern Transmission Corp. 7.3% 12/1/10

A2

185,000

192,531

1,274,477

TOTAL ENERGY

1,526,802

FINANCE - 4.8%

Banks - 1.5%

ABN-Amro Bank NV, Chicago 6.625% 10/31/01

A1

500,000

501,890

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Bank of America Corp. 7.8% 2/15/10

Aa3

$ 100,000

$ 104,195

Bank One Capital III 8.75% 9/1/30

Aa3

200,000

195,538

Bank One Corp. 7.875% 8/1/10

A1

400,000

416,732

BankAmerica Corp. 5.875% 2/15/09

Aa2

500,000

463,770

BankBoston Corp. 6.625% 2/1/04

A3

200,000

201,026

Barclays Bank PLC yankee:

5.95% 7/15/01

A1

350,000

349,433

8.55% 9/29/49 (e)(f)

Aa2

345,000

360,232

Capital One Bank 6.375% 2/15/03

Baa2

250,000

244,135

Capital One Financial Corp. 7.125% 8/1/08

Baa3

210,000

191,759

FleetBoston Financial Corp. 7.25% 9/15/05

A2

275,000

284,474

Korea Development Bank:

6.625% 11/21/03

Baa2

170,000

166,906

7.375% 9/17/04

Baa2

160,000

160,037

MBNA Corp.:

6.34% 6/2/03

Baa2

100,000

97,859

6.875% 11/15/02

Baa2

300,000

300,183

Royal Bank of Scotland Group PLC 9.118% 3/31/49

A1

200,000

217,584

Summit Bancorp 8.625% 12/10/02

A3

100,000

103,555

4,359,308

Credit & Other Finance - 3.1%

Abbey National Capital Trust I 8.963% 12/29/49 (e)

Aa3

270,000

278,543

Ahmanson Capital Trust I 8.36% 12/1/26 (f)

A3

250,000

233,670

Associates Corp. of North America 6% 7/15/05

Aa3

250,000

246,415

Citigroup, Inc. 7.25% 10/1/10

Aa3

400,000

413,252

Daimler-Chrysler NA Holding Corp. Series B, 6.59% 6/18/02

A2

100,000

99,433

ERP Operating LP:

6.55% 11/15/01

A3

50,000

49,940

7.1% 6/23/04

A3

200,000

200,990

Ford Motor Credit Co.:

7.5% 3/15/05

A2

1,000,000

1,024,870

7.875% 6/15/10

A2

550,000

565,769

General Motors Acceptance Corp.:

7.5% 7/15/05

A2

1,000,000

1,026,880

7.75% 1/19/10

A2

200,000

206,404

HSBC Capital Funding LP 9.547% 12/31/49 (e)(f)

A1

300,000

329,115

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Nonconvertible Bonds - continued

FINANCE - continued

Credit & Other Finance - continued

ING Capital Funding Trust III 8.439% 12/31/49 (h)

Aa3

$ 350,000

$ 355,289

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

140,000

137,970

PTC International Finance BV 0% 7/1/07 (d)

B2

330,000

242,550

Qwest Capital Funding, Inc.:

7.75% 8/15/06 (f)

Baa1

250,000

259,520

7.9% 8/15/10 (f)

Baa1

200,000

209,456

Sprint Capital Corp.:

5.875% 5/1/04

Baa1

375,000

360,109

6.875% 11/15/28

Baa1

585,000

473,025

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

100,000

99,500

TXU Eastern Funding 6.75% 5/15/09

Baa1

160,000

150,152

U.S. West Capital Funding, Inc. 6.875% 7/15/28

Baa1

165,000

145,725

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

300,000

315,780

Unicredito Italiano Capital Trust II yankee 9.2% 10/29/49 (e)(f)

A1

100,000

102,141

Unilever Capital Corp. 6.875% 11/1/05

A1

200,000

206,520

Verizon Global Funding Corp.:

6.75% 12/1/05 (f)

A1

435,000

436,305

7.75% 12/1/30 (f)

A1

290,000

297,534

Xerox Capital (Europe) PLC 5.75% 5/15/02

Ba1

325,000

208,000

8,674,857

Savings & Loans - 0.2%

Long Island Savings Bank FSB 6.2% 4/2/01

Baa3

500,000

497,945

TOTAL FINANCE

13,532,110

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Dynacare, Inc. yankee 10.75% 1/15/06

B2

10,000

9,400

Unilab Corp. 12.75% 10/1/09

B3

70,000

75,250

84,650

INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%

Tyco International Group SA yankee 6.875% 1/15/29

Baa1

1,000,000

925,670

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

MEDIA & LEISURE - 2.6%

Broadcasting - 2.3%

ACME Television LLC/ACME Financial Corp. 10.875% 9/30/04

B3

$ 270,000

$ 234,900

Adelphia Communications Corp. 10.875% 10/1/10

B2

150,000

146,250

Ascent Entertainment Group, Inc. 0% 12/15/04 (d)

Ba1

230,000

186,300

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

650,000

611,618

Cable Satisfaction International, Inc. 12.75% 3/1/10

Caa1

200,000

110,000

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp. 8.25% 4/1/07

B2

180,000

164,700

Citadel Broadcasting Co. 10.25% 7/1/07

B3

200,000

200,500

Continental Cablevision, Inc. 8.3% 5/15/06

A3

115,000

119,439

Diamond Cable Communications PLC yankee 0% 2/15/07 (d)

B2

410,000

260,350

Earthwatch, Inc. 0% 7/15/07 (d)

-

115,000

69,000

Impsat Fiber Networks, Inc. 13.75% 2/15/05

B3

195,000

126,750

International Cabletel, Inc. Series B, 0% 2/1/06 (d)

B2

550,000

478,500

NTL, Inc. 0% 4/1/08 (d)

B3

560,000

308,000

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B2

170,000

157,250

Spectrasite Holdings, Inc. 12.5% 11/15/10 (f)

B3

200,000

198,000

TCI Communications Financing III 9.65% 3/31/27

A3

180,000

194,398

Telewest PLC 11% 10/1/07

B1

510,000

444,975

Time Warner, Inc. 8.18% 8/15/07

Baa1

910,000

981,581

UIH Australia/Pacific, Inc.:

Series B, 0% 5/15/06 (d)

B2

380,000

254,600

Series D, 0% 5/15/06 (d)

B2

30,000

20,100

United Pan-Europe Communications NV:

0% 8/1/09 (d)

B2

430,000

133,300

0% 2/1/10 (d)

B2

270,000

78,300

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

United Pan-Europe Communications NV: - continued

10.875% 11/1/07

B2

$ 580,000

$ 368,300

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

580,000

578,753

6,425,864

Lodging & Gaming - 0.0%

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

90,000

88,200

Publishing - 0.3%

News America Holdings, Inc. 7.375% 10/17/08

Baa3

500,000

489,260

News America, Inc.:

7.125% 4/8/28

Baa3

80,000

63,090

7.28% 6/30/28

Baa3

200,000

164,654

7.3% 4/30/28

Baa3

170,000

136,991

853,995

Restaurants - 0.0%

AFC Enterprises, Inc. 10.25% 5/15/07

B2

170,000

155,550

TOTAL MEDIA & LEISURE

7,523,609

NONDURABLES - 0.1%

Tobacco - 0.1%

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

200,000

194,714

RETAIL & WHOLESALE - 0.2%

General Merchandise Stores - 0.2%

Federated Department Stores, Inc. 6.79% 7/15/27

Baa1

500,000

479,875

SERVICES - 0.1%

Printing - 0.0%

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

40,000

37,200

Services - 0.1%

Iron Mountain, Inc. 10.125% 10/1/06

B2

160,000

164,800

TOTAL SERVICES

202,000

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

TECHNOLOGY - 0.2%

Computer Services & Software - 0.1%

Concentric Network Corp. 12.75% 12/15/07

B

$ 50,000

$ 43,000

Exodus Communications, Inc. 11.625% 7/15/10 (f)

B3

270,000

240,300

283,300

Computers & Office Equipment - 0.1%

Comdisco, Inc.:

5.95% 4/30/02

Baa2

300,000

231,000

7.25% 9/1/02

Baa2

250,000

192,500

423,500

Electronics - 0.0%

ChipPAC International Ltd. 12.75% 8/1/09

B3

30,000

24,750

TOTAL TECHNOLOGY

731,550

TRANSPORTATION - 0.8%

Air Transportation - 0.5%

Atlas Air, Inc. 8.77% 1/2/11

Ba1

81,321

81,321

Continental Airlines, Inc. pass thru trust certificates Series 1999 2:

Class C1, 7.73% 9/15/12

Baa1

25,448

25,186

Class C2, 7.434% 3/15/06

Baa1

70,000

69,900

Delta Air Lines, Inc.:

7.57% 11/18/10

Aa2

70,000

74,390

7.9% 12/15/09

Baa3

500,000

478,860

7.92% 11/18/10

Aa3

50,000

53,196

US Air, Inc. 9.625% 2/1/01

B3

650,000

645,125

1,427,978

Railroads - 0.3%

CSX Corp. 6.25% 10/15/08

Baa2

500,000

478,585

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

340,000

345,406

823,991

TOTAL TRANSPORTATION

2,251,969

UTILITIES - 4.0%

Cellular - 0.8%

Crown Castle International Corp. 10.75% 8/1/11

B3

195,000

202,800

Echostar Broadband Corp. 10.375% 10/1/07 (f)

B3

180,000

177,300

Leap Wireless International, Inc. 0% 4/15/10 (d)

-

265,000

53,000

McCaw International Ltd. 0% 4/15/07 (d)

Caa1

420,000

252,000

Corporate Bonds - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Cellular - continued

Millicom International Cellular SA 0% 6/1/06 (d)

Caa1

$ 241,000

$ 189,185

Nextel Communications, Inc.:

0% 10/31/07 (d)

B1

600,000

441,000

9.375% 11/15/09

B1

170,000

157,250

Triton PCS, Inc. 0% 5/1/08 (d)

B3

385,000

304,150

VoiceStream Wireless Corp.:

0% 11/15/09 (d)

B2

295,000

213,875

10.375% 11/15/09

B2

170,000

182,750

2,173,310

Electric Utility - 1.0%

AES Corp.:

8% 12/31/08

Ba1

405,000

382,725

9.375% 9/15/10

Ba1

235,000

240,288

Avon Energy Partners Holdings 6.46% 3/4/08 (f)

Baa2

300,000

281,112

CMS Energy Corp.:

Series B, 6.75% 1/15/04

Ba3

20,000

19,000

8.375% 7/1/03

Ba3

70,000

69,650

Dominion Resources, Inc.:

7.6% 7/15/03

Baa1

540,000

553,500

8.125% 6/15/10

Baa1

70,000

75,664

Illinois Power Co. 7.5% 6/15/09

Baa1

150,000

153,639

Israel Electric Corp. Ltd. 7.75% 12/15/27 (f)

A3

545,000

480,570

Niagara Mohawk Power Corp. 8.875% 5/15/07

Baa3

75,000

81,690

Nisource Finance Corp.:

7.625% 11/15/05 (f)

Baa2

200,000

207,811

7.875% 11/15/10 (f)

Baa2

315,000

331,592

Texas Utilities Co. 6.375% 1/1/08

Baa3

40,000

37,872

2,915,113

Gas - 0.3%

KeySpan Corp.:

7.25% 11/15/05

A3

185,000

192,548

7.625% 11/15/10

A3

135,000

143,694

Reliant Energy Resources Corp. 8.125% 7/15/05 (f)

Baa1

500,000

520,055

Sempra Energy 7.95% 3/1/10

A2

95,000

94,003

950,300

Telephone Services - 1.9%

AT&T Corp. 6.5% 3/15/29

A2

430,000

343,686

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

British Telecommunications PLC:

7.625% 12/15/05

A2

$ 400,000

$ 403,968

8.625% 12/15/30

A2

400,000

403,004

Cable & Wireless Optus Ltd. 8% 6/22/10 (f)

Baa1

700,000

767,452

Global Crossing Holdings Ltd. 9.625% 5/15/08

Ba2

265,000

253,075

Intermedia Communications, Inc. 0% 3/1/09 (d)

B3

530,000

212,000

KMC Telecom Holdings, Inc. 13.5% 5/15/09

Caa2

350,000

101,500

Netia Holdings BV 0% 11/1/07 (d)

B2

250,000

153,750

NEXTLINK Communications, Inc. 0% 12/1/09 (d)

B2

500,000

202,500

Ono Finance PLC 13% 5/1/09

Caa1

265,000

196,100

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

220,000

214,311

Telefonica Europe BV 8.25% 9/15/30

A2

115,000

115,744

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

449,000

444,851

7.7% 7/20/29

Baa1

536,000

533,604

Versatel Telecom International NV 13.25% 5/15/08

B3

150,000

93,750

Viatel, Inc. 11.25% 4/15/08

B3

300,000

93,000

WinStar Communications, Inc. 12.75% 4/15/10

B3

270,000

189,000

WorldCom, Inc.:

6.95% 8/15/28

A3

360,000

302,152

8.875% 1/15/06

A3

184,000

190,065

5,213,512

TOTAL UTILITIES

11,252,235

TOTAL NONCONVERTIBLE BONDS

43,235,502

TOTAL CORPORATE BONDS

(Cost $46,736,263)

45,012,287

U.S. Government and Government Agency Obligations - 9.1%

U.S. Government Agency Obligations - 2.5%

Fannie Mae:

6% 12/15/05

Aaa

530,000

536,254

6.5% 4/29/09

Aaa

465,000

461,945

7% 7/15/05

Aaa

605,000

634,966

7.125% 6/15/10

Aaa

320,000

345,901

7.25% 1/15/10

Aaa

310,000

336,641

7.25% 5/15/30

Aaa

470,000

533,915

U.S. Government and Government Agency Obligations - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

U.S. Government Agency Obligations - continued

Freddie Mac:

5.75% 3/15/09

Aaa

$ 700,000

$ 690,263

6.45% 4/29/09

Aaa

1,000,000

989,530

6.75% 3/15/31

Aaa

1,330,000

1,425,388

6.875% 1/15/05

Aaa

185,000

192,515

7% 7/15/05

Aaa

860,000

902,458

Government Trust Certificates (assets of
Trust guaranteed by
U.S. Government through Defense Security Assistance Agency)
Class 2-E, 9.4% 5/15/02

Aaa

14,126

14,381

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

7,064,157

U.S. Treasury Obligations - 6.6%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

915,000

995,209

6.625% 2/15/27

Aaa

250,000

285,548

8% 11/15/21

Aaa

920,000

1,190,535

8.875% 8/15/17

Aaa

1,020,000

1,386,404

9.875% 11/15/15

Aaa

170,000

244,880

14% 11/15/11

Aaa

490,000

701,464

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

80,000

77,787

5.5% 5/31/03

Aaa

5,600,000

5,643,736

5.75% 8/15/10

Aaa

150,000

157,196

6.5% 5/31/02

Aaa

4,280,000

4,344,200

7% 7/15/06

Aaa

3,550,000

3,863,962

TOTAL U.S. TREASURY OBLIGATIONS

18,890,921

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $25,075,847)

25,955,078

U.S. Government Agency -
Mortgage Securities - 12.6%

Fannie Mae - 8.5%

5.5% 2/1/11

Aaa

141,958

138,896

6% 4/1/09 to 1/1/29

Aaa

1,749,120

1,708,922

6.5% 11/1/25 to 2/1/30

Aaa

9,156,605

9,039,473

6.5% 1/1/31 (g)

Aaa

240,000

236,625

7% 12/1/24 to 9/1/28

Aaa

3,123,525

3,132,696

7.5% 5/1/15 to 7/1/29

Aaa

5,189,469

5,270,396

7.5% 1/1/31 (g)

Aaa

2,865,000

2,904,930

8% 1/1/26

Aaa

839,270

863,651

8% 1/1/31 (g)

Aaa

615,000

630,375

TOTAL FANNIE MAE

23,925,964

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

Freddie Mac - 0.1%

7.5% 1/1/27

Aaa

$ 341,365

$ 347,233

Government National Mortgage Association - 4.0%

6.5% 10/15/27 to 4/15/29

Aaa

9,719,363

9,612,609

7% 1/15/28 to 12/15/28

Aaa

607,591

610,269

7.5% 6/15/27 to 3/15/28

Aaa

1,087,906

1,107,474

TOTAL GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION

11,330,352

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $35,603,398)

35,603,549

Asset-Backed Securities - 0.9%

American Express Credit Account Master Trust 6.1% 12/15/06

A1

200,000

199,562

Ford Credit Auto Owner Trust:

6.2% 12/15/02

Aa2

510,000

511,514

6.4% 12/15/02

Aa2

80,000

80,325

7.03% 11/15/03

Aaa

145,000

146,994

Key Auto Finance Trust:

6.3% 10/15/03

A2

119,184

118,811

6.65% 10/15/03

Baa3

35,600

35,589

Premier Auto Trust 5.59% 2/9/04

Aaa

1,000,000

994,370

Sears Credit Account Master Trust II:

6.75% 9/16/09

Aaa

365,000

374,695

7.5% 11/15/07

A2

200,000

205,000

TOTAL ASSET-BACKED SECURITIES

(Cost $2,650,744)

2,666,860

Commercial Mortgage Securities - 1.2%

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1: Class D, 7.12%
1/10/13 (f)(h)

Aa1

300,000

299,977

Class E, 7.47% 1/10/13 (f)(h)

Baa1

420,000

419,967

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

220,000

216,380

Series 2000-C1 Class A2, 7.545% 4/15/62

AAA

500,000

532,228

DLJ Commercial Mortgage Corp. Series 2000-CF1 Class A1B, 7.62% 5/10/10

Aaa

500,000

534,394

Commercial Mortgage Securities - continued

Moody's Ratings
(unaudited) (b)

Principal Amount

Value (Note 1)

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 2000-C3 Class A2, 6.957% 12/1/15

Aaa

$ 500,000

$ 514,375

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (f)(h)

Baa3

500,000

472,656

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (f)

Aaa

500,000

502,109

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $3,431,525)

3,492,086

Foreign Government and
Government Agency Obligations (i) - 0.3%

Korean Republic yankee 8.75% 4/15/03

Baa2

80,000

83,159

Quebec Province yankee:

6.86% 4/15/26 (e)

A2

250,000

258,815

7.125% 2/9/24

A2

30,000

30,617

7.5% 7/15/23

A2

30,000

31,947

United Mexican States:

8.5% 2/1/06

Baa3

175,000

176,750

9.875% 2/1/10

Baa3

200,000

215,200

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $779,466)

796,488

Supranational Obligations - 0.2%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $496,855)

Aaa

500,000

509,230

Floating Rate Loans - 0.2%

INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%

Pollution Control - 0.2%

Allied Waste North America, Inc.:

Tranche B term loan 9.365% 7/21/06 (h)

Ba3

227,273

215,909

Tranche C term loan 9.6896% 7/21/07 (h)

Ba3

272,727

259,091

TOTAL FLOATING RATE LOANS

(Cost $473,884)

475,000

Cash Equivalents - 4.3%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 6.53% (c)
(Cost $12,120,835)

12,120,835

$ 12,120,835

TOTAL INVESTMENT PORTFOLIO - 100.7%

(Cost $258,647,075)

285,157,973

NET OTHER ASSETS - (0.7)%

(1,996,281)

NET ASSETS - 100%

$ 283,161,692

Security Type Abbreviations

PIES

-

Premium Income Equity Securities

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) The rate quoted is the annualized seven-day yield of the fund at period end.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $8,786,554 or 3.1% of net assets.

(g) Security purchased on a delayed delivery or when-issued basis.

(h) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(i) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

(j) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Mothers Work, Inc.

6/18/98

$ 18

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

28.1%

AAA, AA, A

25.7%

Baa

6.9%

BBB

6.1%

Ba

1.0%

BB

1.1%

B

3.2%

B

3.1%

Caa

0.3%

CCC

0.6%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

The percentage not rated by Moody's or S&P amounted to 0.3%. FMR has determined that unrated debt securities that are lower quality account for 0.3% of the total value of investment in securities.

Purchases and sales of securities, other than short-term securities, aggregated $369,927,414 and $411,709,411, respectively, of which long-term U.S. government and government agency obligations aggregated $109,437,705 and $116,914,458, respectively.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $30 or 0% of net assets.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $14,203 for the period.

The fund participated in the security lending program. At period end there were no loans outstanding.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $260,567,181. Net unrealized appreciation aggregated $24,590,792, of which $40,856,766 related to appreciated investment securities and $16,265,974 related to depreciated investment securities.

The fund hereby designates approximately $8,433,000 as a capital gain dividend for the purpose of the dividend paid deduction.

At December 31, 2000, the fund had a capital loss carryforward of approximately $1,349,000 all of which will expire on December 31, 2008.

A total of 28% of the dividends distributed during the fiscal year qualifies for the dividends-received deductions for corporate shareholders (unaudited). The fund will notify shareholders in January 2001 of amounts for use in preparing 2000 income tax returns.

A total of 12.83% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax. The fund will notify shareholders in January 2001 of amounts for use in preparing 2000 income tax returns (unaudited).

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Fidelity Variable Insurance Products: Balanced Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $258,647,075) -
See accompanying schedule

$ 285,157,973

Cash

222

Receivable for investments sold

151,819

Receivable for fund shares sold

146,837

Dividends receivable

149,113

Interest receivable

1,595,831

Other receivables

48,649

Total assets

287,250,444

Liabilities

Payable for investments purchased
Regular delivery

$ 146,650

Delayed delivery

3,761,079

Payable for fund shares redeemed

36,117

Accrued management fee

100,066

Distribution fees payable

3,187

Other payables and accrued expenses

41,653

Total liabilities

4,088,752

Net Assets

$ 283,161,692

Net Assets consist of:

Paid in capital

$ 249,883,863

Undistributed net investment income

9,715,285

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(2,947,964)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

26,510,508

Net Assets

$ 283,161,692

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($250,801,722 ÷
17,357,444 shares)

$14.45

Service Class:
Net Asset Value, offering price
and redemption price
per share ($27,562,863 ÷
1,915,397 shares)

$14.39

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($4,797,107 ÷
333,900 shares)

$14.37

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 1,810,449

Interest

9,580,967

Security lending

131

Total income

11,391,547

Expenses

Management fee

$ 1,295,261

Transfer agent fees

199,076

Distribution fees

31,746

Accounting and security lending fees

115,221

Non-interested trustees' compensation

1,040

Custodian fees and expenses

28,396

Audit

27,299

Legal

4,936

Reports to shareholders

99,320

Miscellaneous

892

Total expenses before reductions

1,803,187

Expense reductions

(56,363)

1,746,824

Net investment income

9,644,723

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(1,916,735)

Foreign currency transactions

(6,019)

(1,922,754)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(21,476,448)

Assets and liabilities in
foreign currencies

(1,497)

(21,477,945)

Net gain (loss)

(23,400,699)

Net increase (decrease) in net assets resulting from operations

$ (13,755,976)

Other information

Expense reductions
Direct brokerage arrangements

$ 53,123

Custodian credits

3,240

$ 56,363

See accompanying notes which are an integral part of the financial statements.

Annual Report

Variable Insurance Products: Balanced Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 9,644,723

$ 10,132,202

Net realized gain (loss)

(1,922,754)

7,580,954

Change in net unrealized appreciation (depreciation)

(21,477,945)

(2,525,268)

Net increase (decrease) in net assets resulting from operations

(13,755,976)

15,187,888

Distributions to shareholders
From net investment income

(10,025,969)

(7,479,403)

From net realized gain

(7,315,617)

(8,692,279)

In excess of net realized gain

(1,053,621)

-

Total distributions

(18,395,207)

(16,171,682)

Share transactions - net increase (decrease)

(37,111,951)

36,165,081

Total increase (decrease) in net assets

(69,263,134)

35,181,287

Net Assets

Beginning of period

352,424,826

317,243,539

End of period (including undistributed net investment income of $9,715,285 and $10,132,202, respectively)

$ 283,161,692

$ 352,424,826

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Share transactions

Shares

Dollars

Shares

Dollars

Initial Class
Sold

1,794,450

$ 26,671,199

4,444,110

$ 70,037,773

Reinvested

1,146,173

16,906,054

1,027,536

15,608,277

Redeemed

(5,917,870)

(88,897,596)

(4,234,242)

(66,752,172)

Net increase (decrease)

(2,977,247)

$ (45,320,343)

1,237,404

$ 18,893,878

Service Class
Sold

354,608

$ 5,304,117

1,108,300

$ 17,387,242

Reinvested

100,855

1,483,572

37,189

563,405

Redeemed

(236,923)

(3,533,009)

(43,583)

(679,444)

Net increase (decrease)

218,540

$ 3,254,680

1,101,906

$ 17,271,203

Service Class 2 A
Sold

335,010

$ 4,970,459

-

$ -

Reinvested

380

5,581

-

-

Redeemed

(1,490)

(22,328)

-

-

Net increase (decrease)

333,900

$ 4,953,712

-

$ -

Distributions
From net investment income
Initial Class

$ 9,221,484

$ 7,218,828

Service Class

801,470

260,575

Service Class 2 A

3,015

-

Total

$ 10,025,969

$ 7,479,403

From net realized gain
Initial Class

$ 6,717,143

$ 8,389,449

Service Class

596,231

302,830

Service Class 2 A

2,243

-

Total

$ 7,315,617

$ 8,692,279

In excess of net realized gain
Initial Class

$ 967,427

$ -

Service Class

85,871

-

Service Class 2 A

323

-

Total

$ 1,053,621

$ -

$ 18,395,207

$ 16,171,682

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 16.00

$ 16.11

$ 14.58

$ 12.23

$ 11.17

Income from Investment Operations

Net investment income

.48 D

.45 D

.44 D

.44 D

.33

Net realized and unrealized gain (loss)

(1.15)

.24

2.00

2.22

.78

Total from investment operations

(.67)

.69

2.44

2.66

1.11

Less Distributions

From net investment income

(.48)

(.37)

(.36)

(.31)

(.01)

From net realized gain

(.35)

(.43)

(.55)

-

(.04)

In excess of net realized gain

(.05)

-

-

-

-

Total distributions

(.88)

(.80)

(.91)

(.31)

(.05)

Net asset value, end of period

$ 14.45

$ 16.00

$ 16.11

$ 14.58

$ 12.23

Total Return B, C

(4.30)%

4.55%

17.64%

22.18%

9.98%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 250,802

$ 325,371

$ 307,681

$ 214,538

$ 103

Ratio of expenses to average net assets

.58%

.57%

.59%

.61%

.72%

Ratio of expenses to average net assets after expense reductions

.56% F

.55% F

.58% F

.60% F

.71% F

Ratio of net investment income to average net assets

3.18%

2.87%

2.94%

3.28%

3.63%

Portfolio turnover rate

126%

108%

94%

98%

163%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 15.94

$ 16.07

$ 14.59

$ 14.16

Income from Investment Operations

Net investment income D

.46

.43

.41

.08

Net realized and unrealized gain (loss)

(1.14)

.24

1.98

.35

Total from investment operations

(.68)

.67

2.39

.43

Less Distributions

From net investment income

(.47)

(.37)

(.36)

-

From net net realized gain

(.35)

(.43)

(.55)

-

In excess of realized gain

(.05)

-

-

-

Total distributions

(.87)

(.80)

(.91)

-

Net asset value, end of period

$ 14.39

$ 15.94

$ 16.07

$ 14.59

Total Return B, C

(4.38)%

4.43%

17.27%

3.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 27,563

$ 27,054

$ 9,562

$ 10

Ratio of expenses to average net assets

.68%

.67%

.70%

.71% A

Ratio of expenses to average net assets after expense reductions

.66% F

.66% F

.69% F

.71% A

Ratio of net investment income to average net assets

3.08%

2.77%

2.79%

3.43% A

Portfolio turnover rate

126%

108%

94%

98% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 15.59

Income from Investment Operations

Net investment income

.40 D

Net realized and unrealized gain (loss)

(.75)

Total from investment operations

(.35)

Less Distributions

From net investment income

(.47)

From net realized gain

(.35)

In excess of net realized gain

(.05)

Total distributions

(.87)

Net asset value, end of period

$ 14.37

Total Return B, C

(2.37)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,797

Ratio of expenses to average net assets

.85% A

Ratio of expenses to average net assets after expense reductions

.83% A, F

Ratio of net investment income to average net assets

2.91% A

Portfolio turnover rate

126%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Balanced Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 through January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Contrafund -
Service Class 2

-6.83%

17.72%

21.14%

S&P 500

-9.10%

18.33%

21.35%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of the fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Contrafund Portfolio - Service Class 2 on January 3, 1995, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $31,584 - a 215.84% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $31,921 - a 219.21% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Exxon Mobil Corp.

2.5

McDonald's Corp.

2.2

Pfizer, Inc.

2.1

American International Group, Inc.

2.1

Berkshire Hathaway, Inc. Class A

1.8

10.7

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

24.3

Technology

12.8

Health

11.6

Nondurables

7.3

Energy

7.1

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks and
Equity Futures

87.8%

Bonds

2.5%

Short-Term
Investments and
Net Other Assets

9.7%



* Foreign investments

10.9%

Annual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Will Danoff,
Portfolio Manager
of Contrafund Portfolio

Q. How did the fund perform, Will?

A. For the 12 months that ended December 31, 2000, the fund outperformed the Standard & Poor's 500 Index, which returned -9.10%.

Q. What factors influenced the fund's performance during the period?

A. Two critical factors were the reversal of the euphoric Internet-stock bubble and the slowing of the global economy. A combination of excessive valuations and weaker demand crushed the technology sector, which had accounted for 35% of the S&P 500 in the early spring. The fund's underweighting in technology relative to both the S&P 500 and its peers worked out well as the fund avoided most of this carnage. As the economy slowed, stocks of economically sensitive companies, such as those in the technology sector, generally performed poorly, while stocks in defensive areas, such as health care, finance and utilities, performed well. The fund was positioned advantageously in finance stocks, but could have benefited further from owning more health care companies.

Q. What was your technology strategy during the period?

A. The fund participated only moderately during the technology rally of late 1999 and early 2000 because I couldn't justify the valuations of most technology stocks. The very best technology companies were selling at extremely high price-to-earnings ratios, often more than 100 times earnings. Then, as the slowing economy hurt profit growth and investors realized that many of the Internet and emerging telecommunications companies had unsustainable or uncompetitive business models, the bubble burst. Overall, the fund's conservative positioning was the major reason for its outperformance relative to the S&P 500.

Q. Why did health stocks fall into favor, and why were you slow to increase the fund's exposure?

A. Health stocks benefited from steady earnings growth from large pharmaceutical companies, improving industry fundamentals in the HMO and hospital industries, and exciting new advances in biotechnology. Also, investors were looking for stable-growth stocks as the economy slowed and technology profits and share prices weakened. I added to the fund's positions in leading drug companies Pfizer and Schering-Plough, both of which enhanced their earnings growth rates during the year. In hindsight, I should have bought more health care stocks, but I found that most of the leading drug companies had major drugs that were losing their patent protection and I wasn't seeing accelerated earnings growth. I should have realized that in a slowing economy, the market would reward companies in industries such as health care, particularly those that were meeting their estimates despite a lack of accelerated earnings growth.

Q. You doubled the fund's exposure to finance stocks during the second half of 2000, from around 12% to just over 24%. Why?

A. Lower interest rates, spurred on by the slowing economy, produced a very favorable environment for finance stocks. Also, the commercial property and casualty insurance industry raised its prices for the first time in 14 years, resulting in an environment of steady demand and decreased capacity for that particular group. As a result, the fund's positions in American International Group, MetLife, Citigroup and Berkshire Hathaway performed well during the period. Other large financial holdings at the end of 2000 were mortgage insurer Fannie Mae, consumer finance leader Household International and super-regional bank Bank One.

Q. Which other stocks performed well? Which were disappointing?

A. The fund's best performer during the period was Waters Corp., a company that sells analytical instruments to biotechnology, pharmaceutical and government laboratories. Disappointments included McDonald's and AT&T, both of which fell short of earnings expectations.

Q. What's your outlook?

A. Continued global economic weakness could very well put a damper on both corporate earnings growth and market appreciation. The Federal Reserve Board was poised to lower interest rates in early 2001 and, while this is a positive sign, it may take a while to see momentum. I remain skeptical of a quick rebound for technology stocks, as valuations are still high and earnings growth will likely remain sluggish until 2002. I'll be looking for companies that are growing, both inside and outside the tech sector.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in companies whose value is not fully recognized by the public

Start date: January 3, 1995

Size: as of December 31, 2000, more than $9.8 billion

Manager: Will Danoff, since inception; joined Fidelity in 1986

3

Annual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 87.2%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.4%

Aerospace & Defense - 1.3%

Boeing Co.

729,700

$ 48,160,200

Bombardier, Inc. Class B (sub. vtg.)

1,014,100

15,659,295

Lockheed Martin Corp.

1,256,340

42,652,743

United Technologies Corp.

231,201

18,178,179

124,650,417

Ship Building & Repair - 0.1%

General Dynamics Corp.

205,000

15,990,000

TOTAL AEROSPACE & DEFENSE

140,640,417

BASIC INDUSTRIES - 1.5%

Chemicals & Plastics - 1.0%

Hercules, Inc.

343,000

6,538,438

Pharmacia Corp.

1,214,600

74,090,600

Potash Corp. of Saskatchewan

233,800

18,292,916

Spartech Corp.

61,300

1,260,481

100,182,435

Metals & Mining - 0.1%

Alcoa, Inc.

118,300

3,963,050

Rio Tinto PLC (Reg. D)

273,100

4,802,514

8,765,564

Paper & Forest Products - 0.4%

Bowater, Inc.

112,400

6,336,550

International Paper Co.

124,500

5,081,156

Kimberly-Clark Corp.

212,500

15,021,625

Pactiv Corp. (a)

66,700

825,413

Weyerhaeuser Co.

185,800

9,429,350

36,694,094

TOTAL BASIC INDUSTRIES

145,642,093

CONSTRUCTION & REAL ESTATE - 1.1%

Construction - 0.3%

Centex Corp.

56,900

2,137,306

Jacobs Engineering Group, Inc. (a)

278,030

12,841,511

Kaufman & Broad Home Corp.

149,800

5,046,388

Lennar Corp.

218,800

7,931,500

27,956,705

Real Estate - 0.0%

ResortQuest International, Inc. (a)

192,100

1,176,613

Real Estate Investment Trusts - 0.8%

AMB Property Corp.

207,400

5,353,513

Apartment Investment & Management Co. Class A

181,900

9,083,631

Archstone Communities Trust

74,500

1,918,375

Arden Realty Group, Inc.

31,600

793,950

Avalonbay Communities, Inc.

39,100

1,959,888

Equity Office Properties Trust

893,200

29,140,650

Shares

Value (Note 1)

Equity Residential Properties Trust (SBI)

400,700

$ 22,163,719

Glenborough Realty Trust, Inc.

213,600

3,711,300

74,125,026

TOTAL CONSTRUCTION & REAL ESTATE

103,258,344

DURABLES - 2.6%

Autos, Tires, & Accessories - 1.5%

Danaher Corp.

955,722

65,347,492

Midas, Inc.

246,400

2,941,400

SPX Corp. (a)

737,131

79,748,360

148,037,252

Consumer Durables - 0.6%

Blyth, Inc.

69,000

1,664,625

Minnesota Mining & Manufacturing Co.

436,100

52,550,050

54,214,675

Consumer Electronics - 0.2%

Harman International Industries, Inc.

669,200

24,425,800

Home Furnishings - 0.0%

The Bombay Company, Inc. (a)

159,800

309,613

Textiles & Apparel - 0.3%

Coach, Inc.

45,700

1,313,875

Delta Apparel, Inc.

8,870

119,191

Delta Woodside Industries

88,700

105,331

Duck Head Apparel Co., Inc. (a)

8,870

12,751

Jones Apparel Group, Inc. (a)

248,100

7,985,719

Mohawk Industries, Inc. (a)

148,620

4,068,473

Reebok International Ltd. (a)

407,500

11,141,050

24,746,390

TOTAL DURABLES

251,733,730

ENERGY - 7.1%

Energy Services - 0.3%

Baker Hughes, Inc.

109,800

4,563,563

Global Marine, Inc. (a)

13,700

388,738

Hanover Compressor Co. (a)

156,800

6,987,400

Noble Drilling Corp. (a)

62,600

2,719,188

Schlumberger Ltd. (NY Shares)

229,700

18,361,644

Smith International, Inc. (a)

4,300

320,619

33,341,152

Oil & Gas - 6.8%

Alberta Energy Co. Ltd.

2,040,590

97,728,363

BP Amoco PLC sponsored ADR

2,826,432

135,315,432

Burlington Resources, Inc.

769,090

38,839,045

Canadian Natural Resources Ltd. (a)

511,370

14,155,453

Conoco, Inc. Class B

411,700

11,913,569

EOG Resources, Inc.

140,540

7,685,781

Exxon Mobil Corp.

2,879,171

250,307,896

Nexen, Inc.

373,120

9,208,538

Noble Affiliates, Inc.

356,600

16,403,600

Royal Dutch Petroleum Co. (NY Shares)

288,000

17,442,000

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Suncor Energy, Inc.

1,519,940

$ 38,829,844

Tosco Corp.

385,600

13,086,300

TotalFinaElf SA sponsored ADR

148,023

10,759,422

Westport Resources Corp. (a)

306,700

6,728,231

668,403,474

TOTAL ENERGY

701,744,626

FINANCE - 24.3%

Banks - 4.6%

Australia & New Zealand Banking Group Ltd.

973,561

7,820,992

Bank of New York Co., Inc.

363,000

20,033,063

Bank One Corp.

3,040,600

111,361,975

Capital One Financial Corp.

523,800

34,472,588

Commerce Bancorp, Inc.

223,100

15,254,463

Compass Bancshares, Inc.

54,600

1,303,575

Fifth Third Bancorp

655,580

39,170,905

Firstar Corp.

1,454,600

33,819,450

M&T Bank Corp.

596,700

40,575,600

Mellon Financial Corp.

392,380

19,300,191

Mercantile Bankshares Corp.

29,200

1,261,075

North Fork Bancorp, Inc.

83,300

2,046,056

Northern Trust Corp.

132,100

10,774,406

Royal Bank of Scotland Group PLC

1,324,573

31,281,243

SouthTrust Corp.

247,100

10,053,881

Synovus Finanical Corp.

71,200

1,917,950

U.S. Bancorp

471,200

13,753,150

Wells Fargo & Co.

1,089,700

60,682,669

Zions Bancorp

15,900

992,756

455,875,988

Credit & Other Finance - 3.6%

American Express Co.

1,515,200

83,241,300

Citigroup, Inc.

2,951,515

150,711,735

Concord EFS, Inc. (a)

299,000

13,137,313

Household International, Inc.

1,520,300

83,616,500

Indymac Bancorp, Inc.

19,600

578,200

MBNA Corp.

717,700

26,510,044

357,795,092

Federal Sponsored Credit - 2.4%

Fannie Mae

1,932,100

167,609,675

Freddie Mac

511,500

35,229,563

USA Education, Inc.

422,800

28,750,400

231,589,638

Insurance - 11.6%

ACE Ltd.

253,200

10,745,175

Aetna, Inc. (a)

307,500

12,626,719

AFLAC, Inc.

348,400

25,150,125

Allstate Corp.

1,191,400

51,900,363

AMBAC Financial Group, Inc.

208,300

12,146,494

Shares

Value (Note 1)

American International Group, Inc.

2,115,384

$ 208,497,536

Berkshire Hathaway, Inc. Class A (a)

2,455

174,305,000

Canada Life Financial Corp.

293,400

8,190,228

CIGNA Corp.

468,670

62,005,041

Conseco, Inc.

391,400

5,161,588

Everest Re Group Ltd.

386,880

27,710,280

Hartford Financial Services Group, Inc.

512,300

36,181,188

Jefferson-Pilot Corp.

293,100

21,909,225

John Hancock Financial Services, Inc.

611,300

23,000,163

Manulife Financial Corp.

672,400

21,057,351

Marsh & McLennan Companies, Inc.

220,775

25,830,675

MBIA, Inc.

72,900

5,403,713

MetLife, Inc.

3,458,700

121,054,500

MGIC Investment Corp.

60,700

4,093,456

Old Republic International Corp.

281,100

8,995,200

PartnerRe Ltd.

182,900

11,156,900

Progressive Corp.

81,700

8,466,163

RenaissanceRe Holdings Ltd.

187,030

14,646,787

SAFECO Corp.

40,900

1,344,588

Sun Life Financial Services Canada, Inc.

1,138,900

30,386,873

The Chubb Corp.

805,114

69,642,361

The St. Paul Companies, Inc.

1,283,700

69,720,956

Torchmark Corp.

45,200

1,737,375

XL Capital Ltd. Class A

722,000

63,084,750

Zenith National Insurance Corp.

127,700

3,751,188

1,139,901,961

Savings & Loans - 0.8%

Astoria Financial Corp.

127,300

6,913,981

Golden West Financial Corp.

953,300

64,347,750

TCF Financial Corp.

39,900

1,778,044

Washington Mutual, Inc.

87,700

4,653,581

77,693,356

Securities Industry - 1.3%

Daiwa Securities Group, Inc.

4,615,000

48,139,331

Franco Nevada Mining Corp. Ltd.

1,888,564

21,541,118

Nikko Securities Co. Ltd.

3,637,000

28,143,264

Nomura Securities Co. Ltd.

1,913,000

34,372,783

132,196,496

TOTAL FINANCE

2,395,052,531

HEALTH - 11.6%

Drugs & Pharmaceuticals - 7.2%

Adolor Corp.

19,300

424,600

Allergan, Inc.

180,800

17,503,700

ALZA Corp. (a)

172,900

7,348,250

AstraZeneca PLC sponsored ADR

960,000

49,440,000

Elan Corp. PLC sponsored ADR (a)

1,406,200

65,827,738

Eli Lilly & Co.

599,782

55,817,212

Forest Laboratories, Inc. (a)

65,400

8,690,025

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Drugs & Pharmaceuticals - continued

Glaxo Wellcome PLC sponsored ADR

109,930

$ 6,156,080

Immunex Corp. (a)

1,129,170

45,872,531

Merck & Co., Inc.

582,400

54,527,200

Novartis AG sponsored ADR

238,700

10,681,825

OSI Pharmaceuticals, Inc. (a)

77,500

6,209,688

Pfizer, Inc.

4,581,675

210,757,050

Schering-Plough Corp.

2,556,300

145,070,025

Serono SA sponsored ADR (a)

818,700

19,597,631

Sigma-Aldrich Corp.

9,700

381,331

Titan Pharmaceuticals, Inc. (a)

3,000

106,110

704,410,996

Medical Equipment & Supplies - 2.2%

AmeriSource Health Corp. Class A (a)

218,700

11,044,350

Apogent Technologies, Inc.

52,800

1,082,400

Becton, Dickinson & Co.

175,600

6,080,150

Biomet, Inc.

199,000

7,897,813

Cardinal Health, Inc.

252,100

25,115,463

Disetronic Holding AG

5,155

4,620,092

Guidant Corp. (a)

53,000

2,858,688

Johnson & Johnson

30,500

3,204,406

McKesson HBOC, Inc.

346,600

12,439,474

Medtronic, Inc.

1,301,800

78,596,175

MiniMed, Inc. (a)

331,600

13,937,562

Patterson Dental Co. (a)

1,069,200

36,219,150

Stryker Corp.

20,100

1,016,859

Sybron Dental Specialties, Inc. (a)

133,633

2,255,057

Varian Medical Systems, Inc. (a)

164,300

11,162,131

217,529,770

Medical Facilities Management - 2.2%

Community Health Systems, Inc. (a)

436,600

15,281,000

HCA - The Healthcare Co.

848,916

37,360,793

Health Management Associates, Inc. Class A (a)

1,375,500

28,541,625

HEALTHSOUTH Corp. (a)

1,221,400

19,924,088

Manor Care, Inc. (a)

173,600

3,580,500

Oxford Health Plans, Inc. (a)

476,700

18,829,650

Specialty Laboratories, Inc. (a)

3,900

129,188

Tenet Healthcare Corp.

576,500

25,618,219

UnitedHealth Group, Inc.

783,800

48,105,725

Wellpoint Health Networks, Inc. (a)

178,320

20,551,380

217,922,168

TOTAL HEALTH

1,139,862,934

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 0.6%

Electrical Equipment - 0.1%

Allen Telecom, Inc. (a)

89,600

$ 1,607,200

Emerson Electric Co.

141,500

11,151,969

12,759,169

Industrial Machinery & Equipment - 0.4%

Exide Corp.

100

763

Graco, Inc.

3,100

128,263

Mettler-Toledo International, Inc. (a)

164,500

8,944,688

Tyco International Ltd.

497,400

27,605,700

36,679,414

Pollution Control - 0.1%

Waste Management, Inc.

433,500

12,029,625

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

61,468,208

MEDIA & LEISURE - 6.3%

Broadcasting - 0.3%

E.W. Scripps Co. Class A

25,800

1,622,175

Infinity Broadcasting Corp. Class A (a)

973,360

27,193,245

28,815,420

Entertainment - 2.2%

Bally Total Fitness Holding Corp. (a)

13,000

440,375

MGM Mirage, Inc.

789,100

22,242,756

Park Place Entertainment Corp. (a)

1,165,300

13,910,769

Six Flags, Inc. (a)

397,500

6,832,031

Viacom, Inc.:

Class A (a)

189,150

8,890,050

Class B (non-vtg.) (a)

3,466,781

162,072,012

Walt Disney Co.

127,610

3,692,714

218,080,707

Leisure Durables & Toys - 0.4%

Brunswick Corp.

298,200

4,901,663

Callaway Golf Co.

279,100

5,198,238

Harley-Davidson, Inc.

316,300

12,572,925

Mattel, Inc.

764,100

11,033,604

33,706,430

Lodging & Gaming - 0.2%

International Game Technology (a)

80,900

3,883,200

Marriott International, Inc. Class A

9,700

409,825

Starwood Hotels & Resorts Worldwide, Inc. unit

553,400

19,507,350

23,800,375

Publishing - 0.5%

McGraw-Hill Companies, Inc.

110,600

6,483,925

Reader's Digest Association, Inc.
Class A (non-vtg.)

787,040

30,792,940

Scholastic Corp. (a)

167,700

14,862,413

52,139,278

Restaurants - 2.7%

Brinker International, Inc. (a)

194,000

8,196,500

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Restaurants - continued

CBRL Group, Inc.

315,100

$ 5,730,881

CEC Entertainment, Inc. (a)

159,900

5,456,588

Cheesecake Factory, Inc. (a)

57,100

2,191,213

Darden Restaurants, Inc.

108,800

2,488,800

McDonald's Corp.

6,256,900

212,734,600

P.F. Chang's China Bistro, Inc. (a)

183,800

5,778,213

PJ America, Inc. (a)(c)

581,700

3,235,706

Ryan's Family Steak Houses, Inc. (a)

188,500

1,778,969

Starbucks Corp. (a)

111,500

4,933,875

Wendy's International, Inc.

289,000

7,586,250

260,111,595

TOTAL MEDIA & LEISURE

616,653,805

NONDURABLES - 7.3%

Beverages - 1.2%

Anheuser-Busch Companies, Inc.

791,100

35,995,050

Diageo PLC

2,075,123

23,233,077

Pepsi Bottling Group, Inc.

341,000

13,618,688

The Coca-Cola Co.

780,910

47,586,703

120,433,518

Foods - 2.5%

Earthgrains Co.

725,600

13,423,600

Keebler Foods Co.

68,500

2,838,469

Nestle SA (Reg.)

14,411

33,786,256

Numico NV

375,938

18,980,553

PepsiCo, Inc.

1,611,100

79,850,144

Quaker Oats Co.

585,800

57,042,275

Sysco Corp.

723,200

21,696,000

Wm. Wrigley Jr. Co.

207,200

19,852,350

247,469,647

Household Products - 3.6%

Avon Products, Inc.

1,922,140

92,022,453

Colgate-Palmolive Co.

2,052,300

132,475,965

Estee Lauder Companies, Inc. Class A

231,100

10,125,069

Gillette Co.

1,018,600

36,796,925

Procter & Gamble Co.

963,400

75,566,688

346,987,100

TOTAL NONDURABLES

714,890,265

PRECIOUS METALS - 0.0%

Stillwater Mining Co. (a)

60,270

2,371,625

RETAIL & WHOLESALE - 5.0%

Apparel Stores - 1.2%

Charming Shoppes, Inc. (a)

1,965,800

11,794,800

Footstar, Inc. (a)

196,600

9,731,700

Gap, Inc.

523,700

13,354,350

Gymboree Corp. (a)

379,500

5,265,563

Shares

Value (Note 1)

Talbots, Inc.

831,800

$ 37,950,875

The Limited, Inc.

476,300

8,126,869

TJX Companies, Inc.

1,259,600

34,953,900

121,178,057

Drug Stores - 2.3%

CVS Corp.

2,630,402

157,659,720

Walgreen Co.

1,661,900

69,488,194

227,147,914

General Merchandise Stores - 0.4%

Dollar Tree Stores, Inc. (a)

41,650

1,020,425

Kohls Corp. (a)

552,800

33,720,800

Stein Mart, Inc. (a)

613,900

7,136,588

41,877,813

Grocery Stores - 0.4%

Fleming Companies, Inc.

188,711

2,229,149

Iceland Group PLC

1,701,940

8,176,847

Krispy Kreme Doughnuts, Inc.

16,200

1,344,600

Loblaw Companies Ltd.

125,740

4,235,506

Safeway PLC

1,682,914

7,511,640

Tesco PLC

2,888,600

11,761,258

35,259,000

Retail & Wholesale, Miscellaneous - 0.7%

Bed Bath & Beyond, Inc. (a)

1,799,000

40,252,625

Home Depot, Inc.

500,840

22,882,128

63,134,753

TOTAL RETAIL & WHOLESALE

488,597,537

SERVICES - 0.6%

Advertising - 0.0%

Getty Images, Inc. (a)

14,200

454,400

Educational Services - 0.1%

Career Education Corp. (a)

9,800

383,425

Corinthian Colleges, Inc. (a)

94,200

3,573,713

Devry, Inc. (a)

123,400

4,658,350

University of Phoenix Online Class A (a)

45,600

2,242,950

10,858,438

Leasing & Rental - 0.1%

GATX Corp.

196,100

9,780,488

Services - 0.4%

Administaff, Inc. (a)

38,100

1,036,320

Carlisle Holdings Ltd. (non-vtg.) (a)

205,500

1,438,500

DigitalThink, Inc.

25,900

441,919

Dun & Bradstreet Corp. (a)

34,800

900,450

Ecolab, Inc.

242,200

10,460,013

Moody's Corp.

7,100

182,381

National Processing, Inc. (a)

47,500

807,500

Professional Detailing, Inc. (a)

9,500

1,004,773

Common Stocks - continued

Shares

Value (Note 1)

SERVICES - continued

Services - continued

Robert Half International, Inc. (a)

838,100

$ 22,209,650

Watson Wyatt & Co. Holdings

4,900

115,150

38,596,656

TOTAL SERVICES

59,689,982

TECHNOLOGY - 12.8%

Communications Equipment - 3.1%

American Tower Corp. Class A (a)

2,725,750

103,237,781

CIENA Corp. (a)

521,500

42,371,875

Cisco Systems, Inc. (a)

3,970,828

151,884,171

Comverse Technology, Inc. (a)

19,500

2,118,188

Nokia AB sponsored ADR

68,100

2,962,350

Plantronics, Inc. (a)

142,600

6,702,200

309,276,565

Computer Services & Software - 5.8%

Acxiom Corp. (a)

163,700

6,374,069

Adobe Systems, Inc.

1,991,300

115,868,769

Aether Systems, Inc. (a)

20,600

805,975

Affiliated Computer Services, Inc.
Class A (a)

196,800

11,943,300

Ariba, Inc. (a)

373,800

20,045,025

Automatic Data Processing, Inc.

1,730,500

109,562,281

BEA Systems, Inc. (a)

706,394

47,549,146

Check Point Software
Technologies Ltd. (a)

38,900

5,195,581

Documentum, Inc. (a)

107,500

5,341,406

First Data Corp.

493,800

26,017,088

i2 Technologies, Inc. (a)

46,100

2,506,688

IMS Health, Inc.

310,000

8,370,000

Informatica Corp. (a)

157,200

6,219,225

J.D. Edwards & Co. (a)

162,350

2,891,859

Keane, Inc. (a)

21,300

207,675

Manugistics Group, Inc. (a)

921,100

52,502,700

Mentor Graphics Corp. (a)

160,800

4,411,950

National Data Corp.

7,800

285,675

Netegrity, Inc. (a)

321,900

17,503,313

NetIQ Corp. (a)

233,200

20,375,850

Oracle Corp. (a)

139,810

4,063,228

Peregrine Systems, Inc. (a)

50,000

987,500

Polycom, Inc. (a)

186,900

6,015,844

Rational Software Corp. (a)

996,300

38,793,431

Siebel Systems, Inc. (a)

83,900

5,673,738

SmartForce PLC sponsored ADR (a)

29,400

1,104,338

Sonus Networks, Inc.

200,497

5,062,549

SunGard Data Systems, Inc. (a)

349,200

16,456,050

The BISYS Group, Inc. (a)

241,800

12,603,825

Shares

Value (Note 1)

VeriSign, Inc. (a)

80

$ 5,935

VERITAS Software Corp. (a)

145,262

12,710,425

567,454,438

Computers & Office Equipment - 2.8%

Brocade Communications
Systems, Inc. (a)

1,325,300

121,679,106

Computer Network Technology Corp. (a)

137,200

3,953,075

Diebold, Inc.

140,200

4,679,175

EMC Corp. (a)

48,300

3,211,950

Juniper Networks, Inc. (a)

366,000

46,138,875

Network Appliance, Inc. (a)

4,900

314,519

Sun Microsystems, Inc. (a)

2,470,400

68,862,400

Symbol Technologies, Inc.

824,760

29,691,360

278,530,460

Electronic Instruments - 0.9%

Agilent Technologies, Inc. (a)

75,020

4,107,345

Ixia (a)

12,700

290,513

Novellus Systems, Inc. (a)

136,800

4,916,250

Teradyne, Inc. (a)

103,100

3,840,475

Thermo Electron Corp. (a)

1,192,932

35,489,727

TriPath Imaging, Inc. (a)

9,700

84,875

Waters Corp. (a)

498,000

41,583,000

90,312,185

Electronics - 0.2%

Cirrus Logic, Inc. (a)

473,800

8,883,750

Elantec Semiconductor, Inc. (a)

56,400

1,565,100

Integrated Device Technology, Inc. (a)

14,200

470,375

Intersil Holding Corp. Class A

150,900

3,461,269

Solectron Corp. (a)

28,900

979,710

15,360,204

TOTAL TECHNOLOGY

1,260,933,852

TRANSPORTATION - 2.2%

Air Transportation - 1.0%

Continental Airlines, Inc. Class B (a)

331,700

17,124,013

Ryanair Holdings PLC sponsored ADR (a)

521,110

29,019,313

Southwest Airlines Co.

1,715,587

57,523,632

103,666,958

Railroads - 0.2%

Canadian National Railway Co.

93,500

2,765,959

Canadian Pacific Ltd.

256,500

7,314,151

CSX Corp.

16,200

420,188

Union Pacific Corp.

118,400

6,008,800

16,509,098

Trucking & Freight - 1.0%

C.H. Robinson Worldwide, Inc.

910,100

28,611,269

Exel PLC

1,855,280

26,310,839

Expeditors International of
Washington, Inc.

431,650

23,174,209

Common Stocks - continued

Shares

Value (Note 1)

TRANSPORTATION - continued

Trucking & Freight - continued

M.S. Carriers, Inc. (a)

3,800

$ 124,450

Swift Transportation Co., Inc. (a)

1,010,400

20,018,550

98,239,317

TOTAL TRANSPORTATION

218,415,373

UTILITIES - 2.8%

Cellular - 0.3%

AT&T Corp. - Wireless Group

746,700

12,927,244

Nextel Communications, Inc. Class A (a)

102,200

2,529,450

NTT DoCoMo, Inc.

933

16,070,736

Sonera Corp.

238,900

4,343,115

35,870,545

Electric Utility - 2.0%

AES Corp. (a)

430,560

23,842,260

Ameren Corp.

39,000

1,806,188

American Electric Power Co., Inc.

453,120

21,070,080

Cinergy Corp.

54,500

1,914,313

Dominion Resources, Inc.

500

33,500

Duke Energy Corp.

295,500

25,191,375

Entergy Corp.

140,270

5,935,174

Exelon Corp.

486,700

34,171,207

FPL Group, Inc.

303,200

21,754,600

GPU, Inc.

140,300

5,164,794

National Grid Group PLC

1,159,900

10,536,170

NiSource, Inc.

147,300

4,529,475

Progress Energy, Inc.

143,600

7,063,325

Public Service Enterprise Group, Inc.

34,200

1,662,975

Southern Co.

784,590

26,087,618

Utilicorp United, Inc.

171,200

5,307,200

Wisconsin Energy Corp.

13,200

297,825

196,368,079

Gas - 0.3%

Dynegy, Inc. Class A

294,442

16,507,155

Enron Corp.

89,200

7,414,750

Sempra Energy

60,500

1,406,625

Westcoast Energy, Inc.

32,300

779,923

26,108,453

Telephone Services - 0.2%

BellSouth Corp.

212,700

8,707,406

KPNQwest NV (a)

288,000

5,454,000

Qwest Communications
International, Inc. (a)

189,439

7,766,999

21,928,405

TOTAL UTILITIES

280,275,482

TOTAL COMMON STOCKS

(Cost $7,095,091,997)

8,581,230,804

Convertible Bonds - 0.0%

Moody's Ratings (unaudited)

Principal Amount (f)

Value
(Note 1)

FINANCE - 0.0%

Banks - 0.0%

Royal Bank of Scotland Group PLC euro 0% 12/1/03 (Reg. S) (d)
(Cost $798,761)

-

GBP

704,573

$ 872,983

U.S. Treasury Obligations - 2.6%

U.S. Treasury Bills, yield
at date of purchase
5.97% to 6.2% 1/11/01
to 3/1/01 (e)

-

5,200,000

5,174,202

U.S. Treasury Bonds:

5.5% 8/15/28

Aaa

22,500,000

22,310,100

6.125% 11/15/27

Aaa

63,000,000

67,735,080

6.375% 8/15/27

Aaa

66,000,000

73,095,000

6.5% 11/15/26

Aaa

20,000,000

22,462,400

6.75% 8/15/26

Aaa

9,900,000

11,456,181

6.875% 8/15/25

Aaa

36,500,000

42,699,160

7.625% 2/15/25

Aaa

9,500,000

12,042,770

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $239,068,582)

256,974,893

Cash Equivalents - 10.4%

Shares

Fidelity Cash Central Fund, 6.53% (b)

962,133,447

962,133,447

Fidelity Securities Lending Cash Central Fund, 6.61% (b)

60,116,350

60,116,350

TOTAL CASH EQUIVALENTS

(Cost $1,022,249,797)

1,022,249,797

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $8,357,209,137)

9,861,328,477

NET OTHER ASSETS - (0.2)%

(17,223,328)

NET ASSETS - 100%

$ 9,844,105,149

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

177 S&P 500 Stock Index Contracts

March 2001

$ 59,073,750

$ (458,688)

The face value of futures purchased as a percentage of net assets - 0.6%

Currency Abbreviations

GBP

-

British pound

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Forsoft Ltd.

$ -

$ 14,233,121

$ -

$ -

PJ America, Inc.

-

-

-

3,235,706

TOTALS

$ -

$ 14,233,121

$ -

$ 3,235,706

(d) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of
the securities pledged amounted to $2,977,123.

(f) Principal amounts are stated in United States dollars unless otherwise noted.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $16,356,927,770 and $16,251,368,358, respectively, of which long-term U.S. government and government obligations aggregated $0 and $5,867,969, respectively.

The market value of futures contracts opened and closed during the period amounted to $1,066,432,211 and $1,022,745,140, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $776,911 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $57,623,819. The fund received cash collateral of $60,116,350 which was invested in cash equivalents.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

89.1%

United Kingdom

3.2

Canada

3.0

Japan

1.3

Ireland

1.0

Others (individually less than 1%)

2.4

100.0%

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $8,451,680,345. Net unrealized appreciation aggregated $1,409,648,132, of which $1,737,634,466 related to appreciated investment securities and $327,986,334 related to depreciated investment securities.

The fund hereby designates approximately $893,502,000 as a capital gain dividend for the purpose of the dividend paid deduction.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Fidelity Variable Insurance Products: Contrafund Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $8,357,209,137) -
See accompanying schedule

$ 9,861,328,477

Cash

1,570,305

Foreign currency held at value
(cost $466,283)

481,634

Receivable for investments sold

70,818,949

Receivable for fund shares sold

4,091,178

Dividends receivable

4,554,019

Interest receivable

9,965,096

Other receivables

957,321

Total assets

9,953,766,979

Liabilities

Payable for investments purchased

$ 35,043,513

Payable for fund shares redeemed

9,148,016

Accrued management fee

4,655,164

Distribution fees payable

116,793

Payable for daily variation on
futures contracts

702,159

Other payables and
accrued expenses

349,514

Collateral on securities loaned,
at value

60,116,350

Total liabilities

110,131,509

Net Assets

$ 9,843,635,470

Net Assets consist of:

Paid in capital

$ 8,146,007,632

Undistributed net investment income

67,012,238

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

126,987,941

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

1,503,627,659

Net Assets

$ 9,843,635,470

Initial Class:
Net Asset Value, offering price
and redemption price per share ($8,516,463,560
÷ 358,659,377 shares)

$23.75

Service Class:
Net Asset Value, offering price
and redemption price per share ($1,245,221,785
÷
52,598,283 shares)

$23.67

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($81,950,125
÷
3,466,103 shares)

$23.64

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 57,763,028

Interest

73,495,950

Security lending

2,129,917

Total income

133,388,895

Expenses

Management fee

$ 57,891,721

Transfer agent fees

6,603,056

Distribution fees

1,153,036

Accounting and security lending fees

898,738

Non-interested trustees' compensation

33,997

Custodian fees and expenses

549,586

Registration fees

43,475

Audit

57,874

Legal

78,894

Miscellaneous

297,080

Total expenses before reductions

67,607,457

Expense reductions

(2,536,189)

65,071,268

Net investment income

68,317,627

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities
(including realized gain (loss)
of ($6,736,275) on sales of investments in affiliated issuers)

209,183,963

Foreign currency transactions

(152,560)

Futures contracts

(4,181,856)

204,849,547

Change in net unrealized appreciation (depreciation) on:

Investment securities

(961,770,464)

Assets and liabilities in
foreign currencies

(31,647)

Futures contracts

(468,165)

(962,270,276)

Net gain (loss)

(757,420,729)

Net increase (decrease) in net assets resulting from operations

$ (689,103,102)

Other Information

Expense reductions
Directed brokerage arrangements

$ 2,524,248

Custodian credits

11,941

$ 2,536,189

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Contrafund Portfolio

Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 68,317,627

$ 37,064,074

Net realized gain (loss)

204,849,547

1,238,554,251

Change in net unrealized appreciation (depreciation)

(962,270,276)

533,893,873

Net increase (decrease) in net assets resulting from operations

(689,103,102)

1,809,512,198

Distributions to shareholders
From net investment income

(35,814,293)

(32,779,255)

From net realized gain

(1,235,476,968)

(240,381,202)

Total distributions

(1,271,291,261)

(273,160,457)

Share transactions - net increase (decrease)

2,023,685,153

1,702,847,259

Total increase (decrease) in net assets

63,290,790

3,239,199,000

Net Assets

Beginning of period

9,780,344,680

6,541,145,680

End of period (including undistributed net investment income of $67,012,238 and $34,775,260, respectively)

$ 9,843,635,470

$ 9,780,344,680

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

53,448,851

$ 1,355,965,735

75,689,715

$ 1,921,467,155

Reinvested

45,653,334

1,161,877,344

11,119,147

266,192,366

Redeemed

(49,325,329)

(1,240,820,402)

(39,357,256)

(1,004,869,657)

Net increase (decrease)

49,776,856

$ 1,277,022,677

47,451,606

$ 1,182,789,864

Service Class
Sold

24,126,050

$ 612,579,539

20,768,738

$ 530,250,534

Reinvested

4,305,875

109,369,237

291,308

6,968,091

Redeemed

(2,471,479)

(61,156,455)

(669,866)

(17,161,230)

Net increase (decrease)

25,960,446

$ 660,792,321

20,390,180

$ 520,057,395

Service Class 2 A
Sold

3,591,561

$ 88,871,209

Reinvested

1,759

44,679

Redeemed

(127,217)

(3,045,733)

Net increase (decrease)

3,466,103

$ 85,870,155

Distributions
From net investment income
Initial Class

$ 32,731,929

$ 31,943,084

Service Class

3,081,105

836,171

Service Class 2 A

1,259

-

Total

$ 35,814,293

$ 32,779,255

From net realized gain
Initial Class

$ 1,129,145,416

$ 234,249,282

Service Class

106,288,132

6,131,920

Service Class 2 A

43,420

-

Total

$ 1,235,476,968

$ 240,381,202

$ 1,271,291,261

$ 273,160,457

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 29.15

$ 24.44

$ 19.94

$ 16.56

$ 13.79

Income from Investment Operations

Net investment income

.17 D

.12 D

.13 D

.16 D

.14

Net realized and unrealized gain (loss)

(1.84)

5.59

5.54

3.73

2.76

Total from investment operations

(1.67)

5.71

5.67

3.89

2.90

Less Distributions

From net investment income

(.11) G

(.12)

(.14)

(.14)

-

From net realized gain

(3.62) G

(.88)

(1.03)

(.37)

(.13)

Total distributions

(3.73)

(1.00)

(1.17)

(.51)

(.13)

Net asset value, end of period

$ 23.75

$ 29.15

$ 24.44

$ 19.94

$ 16.56

Total Return B, C

(6.58)%

24.25%

29.98%

24.14%

21.22%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 8,516,464

$ 9,005,129

$ 6,388,592

$ 4,107,868

$ 2,394,103

Ratio of expenses to average net assets

.66%

.67%

.70%

.71%

.74%

Ratio of expenses to average net assets after expense reductions

.63% F

.65% F

.66% F

.68% F

.71% F

Ratio of net investment income to average net assets

.69%

.48%

.62%

.90%

1.33%

Portfolio turnover rate

177%

172%

201%

142%

178%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 29.10

$ 24.42

$ 19.93

$ 19.99

Income from Investment Operations

Net investment income D

.15

.10

.11

.03

Net realized and unrealized gain (loss)

(1.85)

5.58

5.55

(.09)

Total from investment operations

(1.70)

5.68

5.66

(.06)

Less Distributions

From net investment income

(.11) G

(.12)

(.14)

-

From net realized gain

(3.62) G

(.88)

(1.03)

-

Total distributions

(3.73)

(1.00)

(1.17)

-

Net asset value, end of period

$ 23.67

$ 29.10

$ 24.42

$ 19.93

Total Return B, C

(6.71)%

24.15%

29.94%

(0.30)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,245,222

$ 775,216

$ 152,553

$ 3,722

Ratio of expenses to average net assets

.76%

.78%

.80%

.81% A

Ratio of expenses to average net assets after expense reductions

.74% F

.75% F

.75% F

.78% A, F

Ratio of net investment income to average net assets

.59%

.37%

.53%

1.14% A

Portfolio turnover rate

177%

172%

201%

142%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 28.20

Income from Investment Operations

Net investment income D

.10

Net realized and unrealized gain (loss)

(.93)

Total from investment operations

(.83)

Less Distributions

From net investment income

(.11) G

From net realized gain

(3.62) G

Total distributions

(3.73)

Net asset value, end of period

$ 23.64

Total Return B, C

(3.86)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 81,950

Ratio of expenses to average net assets

.92% A

Ratio of expenses to average net assets after expense reductions

.90% A, F

Ratio of net investment income to average net assets

.43% A

Portfolio turnover rate

177%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Contrafund Portfolio

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. Average annual total returns for Service Class 2 shares will appear once the fund is a year old. In addition, the growth of a hypothetical $10,000 investment in the fund will appear in the fund's next report six months from now.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

RJ Reynolds Tobacco Holdings, Inc.

8.4

Nokia AB sponsored ADR

6.4

Philip Morris Companies, Inc.

5.0

Juniper Networks, Inc.

5.0

Redback Networks, Inc.

3.6

28.4

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Technology

42.9

Health

17.9

Nondurables

17.0

Finance

8.6

Industrial Machinery & Equipment

4.2

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks

99.9%

Short-Term
Investments and
Net Other Assets

0.1%



* Foreign investments

8.7%

Annual Report

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Fergus Shiel, Portfolio Manager of Dynamic Capital Appreciation Portfolio

Q. How did the fund perform, Fergus?

A. From its inception on September 25, 2000, through December 31, 2000, the fund's return fell short of its benchmark, the Standard & Poor's 500 Index, which returned -7.98% during the same time frame.

Q. What factors caused the fund to underperform its index during the brief period?

A. Overweighting the technology sector, which suffered a sharp decline in prices during the fourth quarter of 2000, was the biggest factor affecting the fund's relative performance. Technology stocks were hurt by continued slowing in the domestic economy, a series of reports suggesting weaker corporate earnings growth, unforeseen oversupply in several industries such as semiconductors, and uncertainty surrounding the U.S. presidential election. However, my stock selection within the tech sector was relatively favorable. Not owning several underperforming first-tier technology names included in the index, such as Cisco Systems, Sun Microsystems and Microsoft, benefited the fund. But the gains made by those positive decisions were offset to some degree by my emphasis on emerging networking, data storage and wireless equipment manufacturers, such as Brocade Communications, Juniper Networks and BEA Systems, which held back performance as their stocks fell despite their fast growth rates. All told, stock selection in technology was roughly on par with the benchmark, but overweighting the sector dragged down the fund's return. Overall performance also was hurt by unfavorable stock selection relative to the index in the media and leisure, industrial equipment and health sectors.

Q. What strategies worked out well for the fund?

A. The fund's performance got a significant boost from my decision to overweight nondurables. Our large positions in Philip Morris and RJ Reynolds enhanced returns, as both rose briskly in the period after a long period of underperformance for both stocks. I couldn't ignore the positive fundamentals of tobacco stocks given their double-digit dividend yields, stock repurchase plans, free cash flow generation, and the possibility of potentially less onerous tobacco litigation going forward with a Republican presidency. An additional boost to performance came from my decision to remain underweighted in telephone utilities, a sector that generally was hurt by depleted pricing power.

Q. What stocks performed well?

A. Shares of Quintiles Transnational, a provider of information, technology and services to the pharmaceutical industry, performed well on positive sentiment surrounding its acquisition of Pharmacia's Stockholm clinical drug development unit. Smokeless tobacco and wine manufacturer UST performed well as a result of a new strategic business plan to accelerate earnings and the favorable outlook of a Republican presidency, which was seen as a positive influence on the tobacco industry. Similarly, the stock price of tobacco dealer DIMON hit a 52-week high in late December after it acquired the owner of its facilities in Greece.

Q. What stocks disappointed?

A. Shares of Internet security provider VeriSign, which benefits from the registration of existing domain names ending in .com, .org and .net, suffered from a decision by the Internet Corporation for Assigned Names and Numbers to add seven more domain names in 2001 - a move expected to increase competition for the company. I sold our entire position in the stock during the period. Elsewhere, global satellite television provider EchoStar, a significant competitor to cable TV, suffered from general weakness in the emerging telecommunications/media industry.

Q. Can you describe your investment strategy for this fund?

A. I look for companies with improving fundamentals, strong cash flow, increasing revenues and sustainable earnings growth rates, but with reasonable valuations. Most of the stocks owned by the fund will have market capitalizations - meaning the total value of all the outstanding shares of company stock - greater than $200 million. Most stocks also will be involved in a type of business that could act as a catalyst to propel stock performance during the course of the next six to 18 months. I utilize a bottom-up investment approach that stresses research and frequent company contact.

Q. What's your outlook?

A. I expect the market volatility to continue, as various equity sectors vie for market leadership. Within this investment climate, I think it will be difficult to outperform the S&P 500 index by simply owning a majority of technology stocks. Rather, I believe it will take a balanced mix of growth stocks of companies with strong fundamentals and consistent earnings growth across a variety of sectors to outperform the benchmark.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide capital appreciation

Start date: September 25, 2000

Size: as of December 31, 2000, more than
$2 million

Manager: J. Fergus Shiel, since inception; joined Fidelity in 1989

3

Annual Report

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 99.9%

Shares

Value (Note 1)

BASIC INDUSTRIES - 0.4%

Chemicals & Plastics - 0.4%

E.I. du Pont de Nemours and Co.

100

$ 4,831

PPG Industries, Inc.

100

4,631

9,462

DURABLES - 1.7%

Consumer Durables - 0.5%

Minnesota Mining & Manufacturing Co.

100

12,050

Consumer Electronics - 1.0%

Gemstar-TV Guide International, Inc. (a)

600

27,675

Textiles & Apparel - 0.2%

Coach, Inc.

200

5,750

TOTAL DURABLES

45,475

FINANCE - 8.6%

Federal Sponsored Credit - 1.5%

Fannie Mae

200

17,350

Freddie Mac

300

20,663

38,013

Insurance - 0.9%

XL Capital Ltd. Class A

260

22,718

Securities Industry - 6.2%

Charles Schwab Corp.

1,990

56,466

Merrill Lynch & Co., Inc.

820

55,914

Morgan Stanley Dean Witter & Co.

630

49,928

162,308

TOTAL FINANCE

223,039

HEALTH - 17.9%

Drugs & Pharmaceuticals - 16.5%

Bristol-Myers Squibb Co.

530

39,187

Eli Lilly & Co.

170

15,821

Human Genome Sciences, Inc. (a)

650

45,053

Immunex Corp. (a)

1,900

77,188

Medarex, Inc. (a)

730

29,748

Medimmune, Inc. (a)

925

44,111

Merck & Co., Inc.

520

48,685

Millennium Pharmaceuticals, Inc. (a)

550

34,031

Quintiles Transnational Corp. (a)

3,600

75,375

Schering-Plough Corp.

380

21,565

430,764

Medical Equipment & Supplies - 0.8%

Cardinal Health, Inc.

200

19,925

Medical Facilities Management - 0.6%

HEALTHSOUTH Corp. (a)

1,000

16,313

TOTAL HEALTH

467,002

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 4.2%

Electrical Equipment - 4.0%

General Electric Co.

1,040

$ 49,855

Scientific-Atlanta, Inc.

1,620

52,751

102,606

Pollution Control - 0.2%

Waste Management, Inc.

200

5,550

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

108,156

MEDIA & LEISURE - 3.2%

Broadcasting - 2.4%

EchoStar Communications Corp.
Class A (a)

1,990

45,273

Sirius Satellite Radio, Inc. (a)

600

17,963

63,236

Entertainment - 0.8%

Celtic PLC (a)

5,170

13,352

Mandalay Resort Group (a)

350

7,678

21,030

TOTAL MEDIA & LEISURE

84,266

NONDURABLES - 17.0%

Household Products - 0.2%

Colgate-Palmolive Co.

100

6,455

Tobacco - 16.8%

DIMON, Inc.

3,200

17,600

Philip Morris Companies, Inc.

2,970

130,680

RJ Reynolds Tobacco Holdings, Inc.

4,480

218,393

UST, Inc.

2,540

71,279

437,952

TOTAL NONDURABLES

444,407

RETAIL & WHOLESALE - 3.1%

Apparel Stores - 1.0%

AnnTaylor Stores Corp. (a)

1,000

24,938

Drug Stores - 0.4%

Walgreen Co.

250

10,453

Retail & Wholesale, Miscellaneous - 1.7%

Bed Bath & Beyond, Inc. (a)

1,500

33,563

Staples, Inc. (a)

900

10,631

44,194

TOTAL RETAIL & WHOLESALE

79,585

TECHNOLOGY - 42.9%

Communications Equipment - 10.5%

CIENA Corp. (a)

930

75,563

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Communications Equipment - continued

Corning, Inc.

600

$ 31,687

Nokia AB sponsored ADR

3,800

165,300

272,550

Computer Services & Software - 17.2%

At Home Corp. Series A (a)

4,000

22,125

BEA Systems, Inc. (a)

890

59,908

Check Point Software Technologies Ltd. (a)

350

46,747

Inktomi Corp. (a)

1,370

24,489

Keynote Systems, Inc. (a)

4,600

65,263

Openwave Systems, Inc. (a)

965

46,260

PeopleSoft, Inc. (a)

1,500

55,781

Redback Networks, Inc. (a)

2,300

94,300

VERITAS Software Corp. (a)

350

30,625

Vignette Corp. (a)

200

3,600

449,098

Computers & Office Equipment - 9.1%

Brocade Communications Systems, Inc. (a)

780

71,614

Juniper Networks, Inc. (a)

1,030

129,844

Network Appliance, Inc. (a)

570

36,587

238,045

Electronic Instruments - 3.1%

Applera Corp. - Applied Biosystems Group

100

9,406

KLA-Tencor Corp. (a)

600

20,213

Novellus Systems, Inc. (a)

600

21,563

PerkinElmer, Inc.

100

10,500

Teradyne, Inc. (a)

500

18,625

80,307

Electronics - 3.0%

RF Micro Devices, Inc. (a)

1,000

27,438

Texas Instruments, Inc.

1,080

51,165

78,603

TOTAL TECHNOLOGY

1,118,603

TRANSPORTATION - 0.1%

Air Transportation - 0.1%

Southwest Airlines Co.

100

3,353

UTILITIES - 0.8%

Telephone Services - 0.8%

Level 3 Communications, Inc. (a)

500

16,406

McLeodUSA, Inc. Class A (a)

300

4,238

20,644

TOTAL COMMON STOCKS

(Cost $2,709,622)

2,603,992

Cash Equivalents - 3.4%

Maturity Amount

Value
(Note 1)

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 6.06%, dated 12/29/00 due 1/2/01
(Cost $88,000)

$ 88,059

$ 88,000

TOTAL INVESTMENT PORTFOLIO - 103.3%

(Cost $2,797,622)

2,691,992

NET OTHER ASSETS - (3.3)%

(85,333)

NET ASSETS - 100%

$ 2,606,659

Legend

(a) Non-income producing

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $4,224,026 and $1,339,578, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $97 for the period.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $2,850,894. Net unrealized depreciation aggregated $158,902, of which $222,064 related to appreciated investment securities and $380,966 related to depreciated investment securities.

The fund intends to elect to defer to its fiscal year ending December 31, 2001 approximately $111,000 of losses recognized during the period November 1, 2000 to December 31, 2000.

At December 31, 2000, the fund had a capital loss carryforward of approximately $8,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Dynamic Capital Appreciation Portfolio

Fidelity Variable Insurance Products: Dynamic Capital Appreciation Portfolio
Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value (including repurchase agreements of $88,000) (cost $2,797,622) - See accompanying schedule

$ 2,691,992

Cash

559

Receivable for investments sold

55,282

Receivable for fund shares sold

2,634

Dividends receivable

4,016

Receivable from investment adviser for expense reductions

16,424

Total assets

2,770,907

Liabilities

Payable for investments purchased

$ 133,594

Payable for fund shares redeemed

15

Distribution fees payable

336

Other payables and
accrued expenses

30,303

Total liabilities

164,248

Net Assets

$ 2,606,659

Net Assets consist of:

Paid in capital

$ 2,885,851

Undistributed net investment income

1,264

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(174,826)

Net unrealized appreciation (depreciation) on investments

(105,630)

Net Assets

$ 2,606,659

Initial Class:
Net Asset Value, offering price
and redemption price per share
($255,754
÷ 30,001 shares)

$8.52

Service Class:
Net Asset Value, offering price and
redemption price per share
($802,288
÷ 94,131 shares)

$8.52

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($1,548,617
÷ 181,778 shares)

$8.52

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 5,398

Interest

3,431

Total income

8,829

Expenses

Management fee

$ 2,628

Transfer agent fees

1,131

Distribution fees

714

Accounting fees and expenses

16,000

Non-interested trustees' compensation

1

Custodian fees and expenses

2,517

Registration fees

721

Audit

23,000

Total expenses before reductions

46,712

Expense reductions

(39,273)

7,439

Net investment income

1,390

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(174,826)

Foreign currency transactions

(124)

(174,950)

Change in net unrealized appreciation (depreciation)
on investment securities

(105,630)

Net gain (loss)

(280,580)

Net increase (decrease) in net assets resulting from operations

$ (279,190)

Other Information

Expense reductions
FMR reimbursement:

Initial Class

$ 6,371

Service Class

13,870

Service Class 2

19,015

Directed brokerage arrangements

2

Custodian credits

15

$ 39,273

See accompanying notes which are an integral part of the financial statements.

Annual Report

Variable Insurance Products: Dynamic Capital Appreciation Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

September 25, 2000
(commencement
of operations) to
December 31,
2000

Operations
Net investment income

$ 1,390

Net realized gain (loss)

(174,950)

Change in net unrealized appreciation (depreciation)

(105,630)

Net increase (decrease) in net assets resulting from operations

(279,190)

Share transactions - net increase (decrease)

2,885,849

Total increase (decrease) in net assets

2,606,659

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $1,264)

$ 2,606,659

Other Information:

Year ended
December 31, 2000
A

Shares

Dollars

Share transactions
Initial Class
Sold

30,001

$ 300,008

Reinvested

-

-

Redeemed

-

-

Net increase (decrease)

30,001

$ 300,008

Service Class
Sold

157,395

$ 1,497,499

Reinvested

-

-

Redeemed

(63,264)

(583,157)

Net increase (decrease)

94,131

$ 914,342

Service Class 2
Sold

182,014

$ 1,673,653

Reinvested

-

-

Redeemed

(236)

(2,154)

Net increase (decrease)

181,778

$ 1,671,499

A Share transactions are for the period September 25, 2000 (commencement of operations) to December 31, 2000

See accompanying notes which are an integral part of the financial statements.

Dynamic Capital Appreciation Portfolio

Financial Highlights - Initial Class

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.01

Net realized and unrealized gain (loss)

(1.49)

Total from investment operations

(1.48)

Net asset value, end of period

$ 8.52

Total Return B, C

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 256

Ratio of expenses to average net assets

1.50% A, F

Ratio of net investment income to average net assets

.47% A

Portfolio turnover rate

295% A

Financial Highlights - Service Class

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.01

Net realized and unrealized gain (loss)

(1.49)

Total from investment operations

(1.48)

Net asset value, end of period

$ 8.52

Total Return B, C

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 802

Ratio of expenses to average net assets

1.60% A, F

Ratio of net investment income to average net assets

.36% A

Portfolio turnover rate

295% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total return would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period September 25, 2000 (commencement of operations) to December 31, 2000.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

Net investment income D

.00

Net realized and unrealized gain (loss)

(1.48)

Total from investment operations

(1.48)

Net asset value, end of period

$ 8.52

Total Return B, C

(14.80)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,549

Ratio of expenses to average net assets

1.75% A, F

Ratio of net investment income to average net assets

.21% A

Portfolio turnover rate

295% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total return would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period September 25, 2000 (commencement of operations) to December 31, 2000.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Dynamic Capital Appreciation Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2 shares' 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Equity-Income -
Service Class 2

8.13%

13.40%

17.30%

Russell 3000 Value

8.04%

16.48%

17.29%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Russell 3000 Value Index - a market capitalization-weighted index of value-oriented stocks of U.S. domiciled corporations. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Equity-Income Portfolio - Service Class 2 on December 31, 1990. As the chart shows, by December 31, 2000, the value of the investment would have grown to $49,301 - a 393.01% increase on the initial investment. For comparison, look at how the Russell 3000 Value Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $49,253 - a 392.53% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Citigroup, Inc.

4.2

Fannie Mae

3.9

Exxon Mobil Corp.

3.6

General Electric Co.

2.9

SBC Communications, Inc.

2.4

17.0

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

27.8

Energy

13.1

Utilities

9.7

Health

8.0

Industrial Machinery & Equipment

7.1

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks

97.6%

Bonds

1.4%

Short-Term
Investments and
Net Other Assets

1.0%



* Foreign investments

6.9%

Annual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with Steve Petersen, Portfolio Manager of Equity-Income Portfolio

Q. How did the fund perform, Steve?

A. The fund performed relatively well during a very challenging year for equities. For the 12-month period ending December 31, 2000, the fund outperformed the Russell 3000 Value Index, which returned 8.04%.

Q. What accounted for the fund's good performance relative to its benchmark?

A. The single most important factor was the performance of technology stocks. Throughout the year, the fund was underweighted in technology stocks relative to the Russell 3000 Value Index. In the early part of the year, technology stocks did well and the fund struggled. However, after the tech-heavy NASDAQ index peaked in March and began its long slide, the fund's lower concentration of technology stocks helped buffer it from the extreme volatility and negative performance of that sector. On the down side, the fund was underweighted in utility stocks, which, other than the telecommunications segment, had a great year as investors sought their relative safety.

Q. What strategy did you pursue during the year?

A. I generally followed my long-term strategy of searching for solid, attractively valued companies that deliver strong dividend yields. This strategy paid off. After several years of a market dominated by growth stocks, the economic tide turned and value stocks had their day. Many of our holdings benefited from this improving environment. The fund's sector weightings remained similar throughout the year, although I slightly increased our holdings in larger capitalization, dividend-paying technology companies later in the period. As technology stocks began to perform poorly, their valuations looked more attractive. I believed that there were some good long-term opportunities in this area, because technology has demonstrated faster earnings growth than other sectors. If I found stocks that looked cheap, I added them very selectively.

Q. Which stocks contributed to the fund's good performance?

A. The fund's financial holdings, representing the largest sector weighting in the portfolio, generally performed well. While they didn't really take off until late in the year - when the market reacted to a slowing economy and anticipated lower interest rates - these stocks still had a positive impact on the fund's return. After a tough year, Fannie Mae came back strong. A Congressional committee attempting to discontinue the U.S. government's implied guarantee of Fannie Mae's debt finally resolved the issue, leaving the government's line of credit intact. Growing expectations for lower interest rates late in the year gave Fannie Mae and many other financial stocks tremendous fourth quarter performance. Citigroup, the fund's largest holding, performed well, resulting from its subsidiary Salomon Smith Barney's strong revenues and lower anticipated interest rates. Bank of New York's stock also did well. The company's successful custody business helped its revenue growth and overall performance.

Q. What about disappointments?

A. BP Amoco projected lower-than-expected production growth over the next couple of years. Although the company's performance was good, it could not match the growth projections of its competitors, and its stock price dropped as investors sought better opportunities elsewhere. AT&T experienced lower earnings growth and, along with its competitors, was hurt by slowing business applications for telecommunications and data transmission resulting from overcapacity. I sold a portion of this stock from the portfolio. The fund's fourth-largest holding, General Electric, saw its stock price drop after years of strong performance, reflecting the market's skepticism about GE's ability to continue to grow at previous levels and its valuation, which was among the highest in industrial America.

Q. What's your outlook, Steve?

A. I'm a bit more optimistic than I've been in the recent past. Although it's becoming increasingly clear that the economy is slowing - which could hurt corporate earnings in 2001 - the good news is that as the economy weakens, the Federal Reserve Board will be more likely to cut interest rates aggressively. In addition, the new Bush Administration brings with it a push for major tax cuts as part of its overall policy package, which could help to stimulate the economy. From my perspective, these signs point to potential good news for value investing.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks reasonable income while maintaining a yield that exceeds the composite dividend yield of the S&P 500®; also considers the potential for capital appreciation

Start date: October 9, 1986

Size: as of December 31, 2000, more than $10.6 billion

Manager: Stephen Petersen, since 1997; joined Fidelity in 1980

3

Annual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 95.2%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 3.9%

Aerospace & Defense - 3.3%

Boeing Co.

895,200

$ 59,083,200

Honeywell International, Inc.

1,758,825

83,214,408

Lockheed Martin Corp.

177,300

6,019,335

Rockwell International Corp.

592,100

28,198,763

Textron, Inc.

1,527,400

71,024,100

United Technologies Corp.

1,318,600

103,674,925

351,214,731

Defense Electronics - 0.2%

Raytheon Co. Class B

780,200

24,234,963

Ship Building & Repair - 0.4%

General Dynamics Corp.

505,700

39,444,600

TOTAL AEROSPACE & DEFENSE

414,894,294

BASIC INDUSTRIES - 6.2%

Chemicals & Plastics - 3.1%

Arch Chemicals, Inc.

292,600

5,193,650

Celanese AG

151,110

2,754,242

Crompton Corp.

1,090,651

11,451,836

Dow Chemical Co.

820,200

30,039,825

E.I. du Pont de Nemours and Co.

970,249

46,875,155

Engelhard Corp.

196,800

4,009,800

Great Lakes Chemical Corp.

1,060,100

39,422,469

Hercules Trust II unit

15,700

8,556,500

Hercules, Inc.

649,700

12,384,906

IMC Global, Inc.

1,626,800

25,317,075

Millennium Chemicals, Inc.

749,200

13,579,250

Newell Rubbermaid, Inc.

473,667

10,775,924

Olin Corp.

712,700

15,768,488

PolyOne Corp.

979,200

5,752,800

Praxair, Inc.

1,203,612

53,410,283

Solutia, Inc.

1,690,200

20,282,400

Union Carbide Corp.

376,200

20,244,263

325,818,866

Iron & Steel - 0.4%

Allegheny Technologies, Inc.

419,150

6,654,006

Dofasco, Inc.

749,800

10,052,681

Nucor Corp.

628,100

24,927,719

41,634,406

Metals & Mining - 1.0%

Alcoa, Inc.

2,261,316

75,754,086

Phelps Dodge Corp.

556,500

31,059,656

Ryerson Tull, Inc.

639,923

5,279,365

112,093,107

Packaging & Containers - 0.2%

Ball Corp.

432,843

19,937,831

Paper & Forest Products - 1.5%

Bowater, Inc.

798,600

45,021,075

Georgia-Pacific Group

1,188,700

36,998,288

International Paper Co.

199,200

8,129,850

Shares

Value (Note 1)

Kimberly-Clark Corp.

539,400

$ 38,130,186

Smurfit-Stone Container Corp. (a)

755,400

11,283,788

Weyerhaeuser Co.

469,900

23,847,425

163,410,612

TOTAL BASIC INDUSTRIES

662,894,822

CONSTRUCTION & REAL ESTATE - 1.5%

Building Materials - 0.5%

Fortune Brands, Inc.

805,700

24,171,000

Masco Corp.

1,265,800

32,515,238

56,686,238

Real Estate Investment Trusts - 1.0%

Alexandria Real Estate Equities, Inc.

139,900

5,202,531

Crescent Real Estate Equities Co.

810,400

18,031,400

Duke-Weeks Realty Corp.

434,622

10,702,567

Equity Office Properties Trust

524,500

17,111,813

Equity Residential Properties Trust (SBI)

649,500

35,925,469

Public Storage, Inc.

609,700

14,823,331

101,797,111

TOTAL CONSTRUCTION & REAL ESTATE

158,483,349

DURABLES - 2.1%

Autos, Tires, & Accessories - 0.9%

AutoNation, Inc.

642,800

3,856,800

Eaton Corp.

428,300

32,202,806

Johnson Controls, Inc.

333,600

17,347,200

Navistar International Corp. (a)

387,600

10,150,275

Pep Boys-Manny, Moe & Jack

662,100

2,400,113

TRW, Inc.

801,700

31,065,875

97,023,069

Consumer Durables - 0.8%

Minnesota Mining & Manufacturing Co.

451,600

54,417,800

Snap-On, Inc.

1,102,000

30,718,250

85,136,050

Consumer Electronics - 0.3%

Black & Decker Corp.

288,800

11,335,400

Maytag Corp.

248,120

8,017,378

Whirlpool Corp.

137,100

6,537,956

25,890,734

Textiles & Apparel - 0.1%

Kellwood Co.

612,840

12,946,245

TOTAL DURABLES

220,996,098

ENERGY - 13.1%

Energy Services - 1.8%

Baker Hughes, Inc.

1,695,400

70,465,063

Halliburton Co.

2,882,900

104,505,125

Schlumberger Ltd. (NY Shares)

215,400

17,218,538

192,188,726

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - 11.3%

Anadarko Petroleum Corp.

361,302

$ 25,681,346

BP Amoco PLC sponsored ADR

3,400,742

162,810,523

Burlington Resources, Inc.

693,300

35,011,650

Chevron Corp.

1,280,171

108,094,439

Conoco, Inc.:

Class A

788,400

22,567,950

Class B

2,354,415

68,130,884

Devon Energy Corp.

293,965

17,923,025

Exxon Mobil Corp.

4,402,718

382,761,296

Petroleo Brasileiro SA Petrobras sponsored ADR (a)

134,700

3,401,175

Royal Dutch Petroleum Co. (NY Shares)

1,840,400

111,459,225

TotalFinaElf SA:

Class B

448,000

65,127,998

sponsored ADR

2,183,396

158,705,597

USX - Marathon Group

1,621,100

44,985,525

1,206,660,633

TOTAL ENERGY

1,398,849,359

FINANCE - 27.4%

Banks - 11.2%

Bank of America Corp.

2,658,090

121,939,879

Bank of New York Co., Inc.

3,166,200

174,734,663

Bank One Corp.

2,532,138

92,739,554

Chase Manhattan Corp.

3,758,050

170,756,397

Comerica, Inc.

1,601,800

95,106,875

Firstar Corp.

1,151,600

26,774,700

FleetBoston Financial Corp.

1,533,300

57,594,581

Mellon Financial Corp.

2,266,900

111,503,144

National Bank of Canada

1,025,336

18,192,328

PNC Financial Services Group, Inc.

457,500

33,426,094

U.S. Bancorp

2,928,094

85,463,744

Wells Fargo & Co.

3,612,000

201,143,250

1,189,375,209

Credit & Other Finance - 6.9%

American Express Co.

2,643,416

145,222,667

Citigroup, Inc.

8,878,420

453,354,281

Household International, Inc.

2,527,647

139,020,585

737,597,533

Federal Sponsored Credit - 4.4%

Fannie Mae

4,762,300

413,129,525

Freddie Mac

851,500

58,647,063

471,776,588

Insurance - 3.4%

ACE Ltd.

1,474,100

62,557,119

Shares

Value (Note 1)

Allstate Corp.

596,300

$ 25,976,319

American International Group, Inc.

473,850

46,703,841

Conseco, Inc.

340,400

4,489,025

Hartford Financial Services Group, Inc.

1,691,600

119,469,250

Highlands Insurance Group, Inc. (a)

371,100

3,339,900

The Chubb Corp.

382,500

33,086,250

The St. Paul Companies, Inc.

323,500

17,570,094

UnumProvident Corp.

1,089,800

29,288,375

XL Capital Ltd. Class A

222,600

19,449,675

361,929,848

Savings & Loans - 0.2%

TCF Financial Corp.

232,200

10,347,413

Washington Mutual, Inc.

222,600

11,811,713

22,159,126

Securities Industry - 1.3%

Brascan Corp. Class A (ltd. vtg.)

2,699,800

39,528,155

Morgan Stanley Dean Witter & Co.

883,700

70,033,225

Nomura Securities Co. Ltd.

1,392,000

25,011,455

134,572,835

TOTAL FINANCE

2,917,411,139

HEALTH - 8.0%

Drugs & Pharmaceuticals - 6.2%

Bristol-Myers Squibb Co.

2,674,200

197,723,663

Eli Lilly & Co.

2,053,000

191,057,313

Merck & Co., Inc.

1,595,700

149,397,413

Schering-Plough Corp.

2,129,530

120,850,828

659,029,217

Medical Equipment & Supplies - 1.3%

Abbott Laboratories

1,312,100

63,554,844

Becton, Dickinson & Co.

680,800

23,572,700

Cardinal Health, Inc.

481,100

47,929,588

135,057,132

Medical Facilities Management - 0.5%

HCA - The Healthcare Co.

1,261,950

55,538,420

TOTAL HEALTH

849,624,769

INDUSTRIAL MACHINERY & EQUIPMENT - 7.0%

Electrical Equipment - 2.9%

General Electric Co.

6,411,400

307,346,488

Industrial Machinery & Equipment - 4.0%

Caterpillar, Inc.

1,191,100

56,353,919

CNH Global NV

506,200

4,365,975

Deere & Co.

1,258,250

57,643,578

Illinois Tool Works, Inc.

514,400

30,638,950

Ingersoll-Rand Co.

799,500

33,479,063

Kennametal, Inc.

507,726

14,787,520

Parker-Hannifin Corp.

1,047,700

46,229,763

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Industrial Machinery & Equipment - continued

Pentair, Inc.

236,600

$ 5,722,763

Tyco International Ltd.

3,126,846

173,539,953

422,761,484

Pollution Control - 0.1%

Republic Services, Inc. (a)

665,500

11,438,281

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

741,546,253

MEDIA & LEISURE - 4.1%

Broadcasting - 0.3%

Clear Channel Communications, Inc. (a)

401,600

19,452,500

Time Warner, Inc.

257,854

13,470,293

32,922,793

Entertainment - 2.4%

Fox Entertainment Group, Inc. Class A (a)

1,227,000

21,932,625

Mandalay Resort Group (a)

793,600

17,409,600

MGM Mirage, Inc.

851,970

24,014,904

Park Place Entertainment Corp. (a)

536,500

6,404,469

Six Flags, Inc. (a)

592,000

10,175,000

Viacom, Inc. Class B (non-vtg.) (a)

3,127,118

146,192,767

Walt Disney Co.

1,064,300

30,798,181

256,927,546

Lodging & Gaming - 0.5%

Harrah's Entertainment, Inc. (a)

520,200

13,720,275

Starwood Hotels & Resorts Worldwide, Inc. unit

1,017,381

35,862,680

49,582,955

Publishing - 0.4%

Reader's Digest Association, Inc.
Class A (non-vtg.)

953,200

37,293,950

Tribune Co.

109,700

4,634,825

41,928,775

Restaurants - 0.5%

McDonald's Corp.

1,562,400

53,121,600

TOTAL MEDIA & LEISURE

434,483,669

NONDURABLES - 3.7%

Beverages - 0.0%

Brown-Forman Corp. Class B (non-vtg.)

57,200

3,803,800

Foods - 0.1%

H.J. Heinz Co.

182,800

8,671,575

Household Products - 2.0%

Avon Products, Inc.

915,600

43,834,350

Clorox Co.

515,400

18,296,700

Dial Corp.

712,800

7,840,800

Gillette Co.

1,280,100

46,243,613

Procter & Gamble Co.

796,100

62,444,094

Unilever PLC

4,312,914

37,266,272

215,925,829

Shares

Value (Note 1)

Tobacco - 1.6%

Philip Morris Companies, Inc.

3,741,200

$ 164,612,800

TOTAL NONDURABLES

393,014,004

PRECIOUS METALS - 0.0%

Newmont Mining Corp.

175,500

2,994,469

RETAIL & WHOLESALE - 3.0%

Apparel Stores - 1.1%

Charming Shoppes, Inc. (a)

612,800

3,676,800

Gap, Inc.

1,414,800

36,077,400

The Limited, Inc.

2,635,400

44,966,513

TJX Companies, Inc.

1,362,300

37,803,825

122,524,538

General Merchandise Stores - 1.5%

Consolidated Stores Corp. (a)

2,020,156

21,464,160

Costco Wholesale Corp. (a)

392,490

15,675,069

Federated Department Stores, Inc. (a)

1,102,700

38,594,500

Target Corp.

1,804,300

58,188,675

Wal-Mart Stores, Inc.

503,400

26,743,125

160,665,529

Retail & Wholesale, Miscellaneous - 0.4%

Staples, Inc. (a)

3,179,262

37,555,032

TOTAL RETAIL & WHOLESALE

320,745,099

SERVICES - 0.8%

Printing - 0.2%

New England Business Service, Inc.

207,200

3,781,400

R.R. Donnelley & Sons Co.

535,300

14,453,100

18,234,500

Services - 0.6%

H&R Block, Inc.

1,073,800

44,428,475

Per-Se Technologies, Inc. (a)

9,540

33,241

Per-Se Technologies, Inc. warrants 7/8/03 (a)

12,807

0

Viad Corp.

775,800

17,843,400

62,305,116

TOTAL SERVICES

80,539,616

TECHNOLOGY - 4.4%

Computer Services & Software - 1.7%

Ceridian Corp. (a)

369,700

7,370,894

Computer Associates International, Inc.

610,900

11,912,550

Computer Sciences Corp. (a)

302,000

18,157,750

Electronic Data Systems Corp.

188,700

10,897,425

IMS Health, Inc.

1,368,800

36,957,600

Microsoft Corp. (a)

786,400

34,110,100

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Computer Services & Software - continued

NCR Corp. (a)

551,100

$ 27,072,788

Unisys Corp. (a)

2,059,717

30,123,361

176,602,468

Computers & Office Equipment - 1.8%

Compaq Computer Corp.

2,156,200

32,450,810

Hewlett-Packard Co.

1,418,800

44,780,875

International Business Machines Corp.

767,500

65,237,500

Pitney Bowes, Inc.

1,582,000

52,403,750

194,872,935

Electronic Instruments - 0.4%

Teradyne, Inc. (a)

177,200

6,600,700

Thermo Electron Corp. (a)

1,295,400

38,538,150

45,138,850

Electronics - 0.5%

Intel Corp.

589,300

17,715,831

Motorola, Inc.

1,748,500

35,407,125

53,122,956

TOTAL TECHNOLOGY

469,737,209

TRANSPORTATION - 1.2%

Railroads - 1.2%

Burlington Northern Santa Fe Corp.

2,998,700

84,900,694

CSX Corp.

559,200

14,504,250

Norfolk Southern Corp.

312,200

4,156,163

Union Pacific Corp.

528,900

26,841,675

130,402,782

UTILITIES - 8.8%

Cellular - 0.1%

AT&T Corp. - Wireless Group

511,900

8,862,269

Electric Utility - 2.9%

Allegheny Energy, Inc.

783,300

37,745,269

American Electric Power Co., Inc.

997,100

46,365,150

Cinergy Corp.

415,000

14,576,875

DPL, Inc.

168,354

5,587,248

Entergy Corp.

2,533,600

107,202,950

IPALCO Enterprises, Inc.

444,200

10,744,088

Niagara Mohawk Holdings, Inc. (a)

1,682,100

28,070,044

PG&E Corp.

968,978

19,379,560

SCANA Corp.

271,500

8,026,219

Southern Co.

1,054,600

35,065,450

312,762,853

Telephone Services - 5.8%

AT&T Corp.

2,712,921

46,967,445

BellSouth Corp.

3,134,999

128,339,022

Qwest Communications International, Inc. (a)

1,029,860

42,224,260

SBC Communications, Inc.

5,353,193

255,614,966

Shares

Value (Note 1)

Verizon Communications

2,592,502

$ 129,949,163

WorldCom, Inc. (a)

785,416

11,044,905

614,139,761

TOTAL UTILITIES

935,764,883

TOTAL COMMON STOCKS

(Cost $7,357,055,539)

10,132,381,814

Preferred Stocks - 2.4%

Convertible Preferred Stocks - 2.3%

BASIC INDUSTRIES - 0.1%

Paper & Forest Products - 0.1%

Georgia-Pacific Group $3.75 PEPS

314,100

10,993,500

FINANCE - 0.3%

Insurance - 0.3%

ACE Ltd. $4.125 PRIDES

225,800

19,418,800

MetLife, Inc. $4.00

116,400

12,731,250

32,150,050

INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%

Ingersoll Rand Co./Ingersoll Rand Finance $1.68 Growth PRIDES

530,100

10,537,328

MEDIA & LEISURE - 0.8%

Broadcasting - 0.4%

Cox Communications, Inc.:

$2.27 PRIDES

92,800

5,231,600

$6.858 PRIZES

154,200

7,787,100

MediaOne Group, Inc. (Vodafone
Group PLC):

$3.04 PIES

317,100

11,415,600

$3.63 PIES

213,500

17,293,500

41,727,800

Entertainment - 0.3%

Seagram Co. Ltd. $3.76 ACES

401,700

20,863,495

Six Flags, Inc. $4.05 PIES

273,300

9,633,825

30,497,320

Publishing - 0.1%

Readers Digest Automatic Common Exchange Securities Trust
$1.93 TRACES

464,700

15,974,063

TOTAL MEDIA & LEISURE

88,199,183

TRANSPORTATION - 0.4%

Air Transportation - 0.1%

Continental Airlines Capital Trust $3.00 (d)

111,200

5,754,600

Preferred Stocks - continued

Shares

Value (Note 1)

Convertible Preferred Stocks - continued

TRANSPORTATION - continued

Railroads - 0.3%

Union Pacific Capital Trust:

$3.125

403,200

$ 18,547,200

$3.125 TIDES (d)

384,500

17,687,000

36,234,200

TOTAL TRANSPORTATION

41,988,800

UTILITIES - 0.6%

Electric Utility - 0.5%

Dominion Resources, Inc. $4.75 PIES

223,200

14,145,300

NiSource, Inc. $3.875 PIES

299,300

16,087,375

TXU Corp. $1.6575

398,400

17,181,000

47,413,675

Gas - 0.1%

Enron Corp. (EOG Resources, Inc.) $1.5575 ACES

297,100

14,242,380

TOTAL UTILITIES

61,656,055

TOTAL CONVERTIBLE PREFERRED STOCKS

245,524,916

Nonconvertible Preferred Stocks - 0.1%

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

CSC Holdings, Inc. Series M, $11.125 pay-in-kind

41,922

4,359,888

Publishing - 0.0%

PRIMEDIA, Inc.:

Series D, $10.00

12,200

1,000,400

Series H, $8.625

8,948

680,048

1,680,448

TOTAL MEDIA & LEISURE

6,040,336

TOTAL PREFERRED STOCKS

(Cost $233,337,186)

251,565,252

Corporate Bonds - 1.4%

Moody's Ratings (unaudited)

Principal Amount

Convertible Bonds - 1.1%

CONSTRUCTION & REAL ESTATE - 0.4%

Real Estate Investment Trusts - 0.4%

Liberty Property LP 8.3% 7/1/01

Ba2

$ 27,685,000

39,537,641

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

FINANCE - 0.1%

Credit & Other Finance - 0.0%

JMH Finance Ltd. 4.75% 9/6/07 (d)

-

$ 3,680,000

$ 3,691,500

Insurance - 0.1%

Loews Corp. 3.125% 9/15/07

A2

5,340,000

4,745,925

TOTAL FINANCE

8,437,425

MEDIA & LEISURE - 0.4%

Broadcasting - 0.1%

Cox Communications, Inc. 0.4259% 4/19/20

Baa3

26,600,000

10,020,220

Publishing - 0.3%

News America Holdings, Inc. liquid yield option notes 0% 3/11/13

Baa3

42,720,000

28,430,587

TOTAL MEDIA & LEISURE

38,450,807

TECHNOLOGY - 0.1%

Computers & Office Equipment - 0.1%

Quantum Corp. 7% 8/1/04

B2

7,730,000

5,797,500

Electronics - 0.0%

Vitesse Semiconductor Corp. 4% 3/15/05 (d)

B2

6,720,000

5,342,400

TOTAL TECHNOLOGY

11,139,900

UTILITIES - 0.1%

Cellular - 0.1%

Nextel Communications, Inc.:

5.25% 1/15/10 (d)

B1

13,390,000

9,691,013

5.25% 1/15/10

B1

6,710,000

4,856,363

14,547,376

TOTAL CONVERTIBLE BONDS

112,113,149

Nonconvertible Bonds - 0.3%

BASIC INDUSTRIES - 0.0%

Chemicals & Plastics - 0.0%

Lyondell Chemical Co. Series B, 9.875% 5/1/07

Ba3

840,000

810,600

CONSTRUCTION & REAL ESTATE - 0.0%

Building Materials - 0.0%

American Standard, Inc. 7.125% 2/15/03

Ba2

1,005,000

987,413

Corporate Bonds - continued

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - 0.0%

Energy Services - 0.0%

RBF Finance Co. 11.375% 3/15/09

Ba3

$ 1,520,000

$ 1,755,600

Oil & Gas - 0.0%

Chesapeake Energy Corp. Series B, 9.625% 5/1/05

B2

1,305,000

1,337,625

TOTAL ENERGY

3,093,225

HEALTH - 0.0%

Medical Facilities Management - 0.0%

Tenet Healthcare Corp. 8.125% 12/1/08

Ba3

2,555,000

2,567,775

MEDIA & LEISURE - 0.1%

Broadcasting - 0.1%

NTL Communications Corp. 11.5% 10/1/08

B3

3,835,000

3,374,800

Telewest PLC 11% 10/1/07

B1

2,765,000

2,412,463

UIH Australia/Pacific, Inc. Series D, 0% 5/15/06 (c)

B2

1,115,000

747,050

United Pan-Europe Communications NV:

10.875% 11/1/07

B2

2,380,000

1,511,300

10.875% 8/1/09

B2

315,000

201,600

8,247,213

Entertainment - 0.0%

Mandalay Resort Group 10.25% 8/1/07

Ba3

1,065,000

1,051,688

Restaurants - 0.0%

Domino's, Inc. 10.375% 1/15/09

B3

840,000

705,600

TOTAL MEDIA & LEISURE

10,004,501

TRANSPORTATION - 0.0%

Air Transportation - 0.0%

US Air, Inc. 9.625% 2/1/01

B3

1,670,000

1,657,475

UTILITIES - 0.2%

Cellular - 0.1%

Echostar Broadband Corp. 10.375% 10/1/07 (d)

B3

1,245,000

1,226,325

Nextel Communications, Inc. 0% 10/31/07 (c)

B1

3,765,000

2,767,275

Nextel International, Inc. 0% 4/15/08 (c)

Caa1

1,340,000

670,000

Triton PCS, Inc. 0% 5/1/08 (c)

B3

2,955,000

2,334,450

6,998,050

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

Electric Utility - 0.0%

AES Corp.:

8% 12/31/08

Ba1

$ 1,295,000

$ 1,223,775

9.375% 9/15/10

Ba1

1,430,000

1,462,175

2,685,950

Telephone Services - 0.1%

Global Crossing Holdings Ltd. 9.625% 5/15/08

Ba2

2,055,000

1,962,525

NEXTLINK Communications, Inc. 9.625% 10/1/07

B2

1,450,000

1,160,000

WinStar
Communications, Inc.:

0% 4/15/10 (c)

B3

1,324,000

397,200

12.75% 4/15/10

B3

2,456,000

1,719,200

5,238,925

TOTAL UTILITIES

14,922,925

TOTAL NONCONVERTIBLE BONDS

34,043,914

TOTAL CORPORATE BONDS

(Cost $144,087,723)

146,157,063

Floating Rate Loans - 0.0%

INDUSTRIAL MACHINERY & EQUIPMENT - 0.0%

Pollution Control - 0.0%

Allied Waste North America, Inc.:

Tranche B term loan 9.365% 7/21/06 (e)

Ba3

976,584

927,755

Tranche C term loan 9.6896% 7/21/07 (e)

Ba3

1,171,900

1,113,305

TOTAL FLOATING RATE LOANS

(Cost $2,046,831)

2,041,060

Cash Equivalents - 1.3%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 6.53% (b)

126,947,992

$ 126,947,992

Fidelity Securities Lending Cash Central Fund, 6.61% (b)

15,346,919

15,346,919

TOTAL CASH EQUIVALENTS

(Cost $142,294,911)

142,294,911

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $7,878,822,190)

10,674,440,100

NET OTHER ASSETS - (0.3)%

(30,546,223)

NET ASSETS - 100%

$ 10,643,893,877

Security Type Abbreviations

ACES

-

Automatic Common Exchange Securities

PEPS

-

Participating Equity Preferred Shares/Premium Exchangeable Participating Shares

PIES

-

Premium Income Equity Securities

PRIDES

-

Preferred Redeemable Increased Dividend
Equity Securities

PRIZES

-

Participating Redeemable Indexed Zero-Premium Exchangeable Securities

TIDES

-

Term Income Deferred Equity Securities

TRACES

-

Trust Automatic Common Exchange Securities

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(d) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $43,392,838 or 0.4% of net assets.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $2,268,343,961 and $3,641,703,457.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $246,510 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $15,397,569. The fund received cash collateral of $15,346,919 which was invested in cash equivalents.

The fund participated in the interfund lending program as a borrower.
The average daily loan balance during the period for which loans were outstanding amounted to $19,514,648. The weighted average interest rate
was 5.86%. Interest expense includes $171,586 paid under the interfund
lending program.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which loans were outstanding amounted to $14,160,227. The weighted average interest rate was 6.26%. Interest expense includes $54,174 paid under the bank borrowing program.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $7,883,159,048. Net unrealized appreciation aggregated $2,791,281,052, of which $3,380,095,602 related to appreciated investment securities and $588,814,550 related to depreciated investment securities.

The fund hereby designates approximately $633,113,000 as a capital gain dividend for the purpose of the dividend paid deduction.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Fidelity Variable Insurance Products: Equity-Income Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $7,878,822,190) -
See accompanying schedule

$ 10,674,440,100

Receivable for investments sold

9,047,697

Receivable for fund shares sold

3,676,427

Dividends receivable

13,986,589

Interest receivable

3,349,214

Other receivables

570,715

Total assets

10,705,070,742

Liabilities

Payable for investments purchased

$ 17,946,821

Payable for fund shares redeemed

22,958,212

Accrued management fee

4,127,613

Distribution fees payable

58,009

Other payables and
accrued expenses

739,291

Collateral on securities loaned,
at value

15,346,919

Total liabilities

61,176,865

Net Assets

$ 10,643,893,877

Net Assets consist of:

Paid in capital

$ 7,184,265,512

Undistributed net
investment income

170,138,206

Accumulated undistributed net realized gain (loss) on investments and foreign
currency transactions

493,894,838

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies

2,795,595,321

Net Assets

$ 10,643,893,877

Initial Class:
Net Asset Value, offering price
and redemption price per share
($9,969,085,690
÷
390,569,765 shares)

$25.52

Service Class:
Net Asset Value, offering price
and redemption price per share
($634,897,281
÷
24,945,018 shares)

$25.45

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($39,910,906
÷
1,570,425 shares)

$25.41

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 213,036,339

Interest

15,875,287

Security lending

215,484

Total income

229,127,110

Expenses

Management fee

$ 48,818,761

Transfer agent fees

6,703,076

Distribution fees

533,743

Accounting and security lending fees

885,772

Non-interested trustees' compensation

47,328

Custodian fees and expenses

220,162

Registration fees

1,500

Audit

78,770

Legal

72,909

Interest

225,760

Miscellaneous

353,697

Total expenses before reductions

57,941,478

Expense reductions

(894,058)

57,047,420

Net investment income

172,079,690

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

500,349,106

Foreign currency transactions

(181,069)

500,168,037

Change in net unrealized appreciation (depreciation) on:

Investment securities

94,959,667

Assets and liabilities in
foreign currencies

(33,079)

94,926,588

Net gain (loss)

595,094,625

Net increase (decrease) in net assets resulting from operations

$ 767,174,315

Other Information

Expense reductions
Directed brokerage arrangements

$ 885,385

Custodian credits

8,673

$ 894,058

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Equity-Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 172,079,690

$ 185,905,580

Net realized gain (loss)

500,168,037

697,598,663

Change in net unrealized appreciation (depreciation)

94,926,588

(178,860,281)

Net increase (decrease) in net assets resulting from operations

767,174,315

704,643,962

Distributions to shareholders
From net investment income

(187,986,087)

(170,985,891)

From net realized gain

(694,753,499)

(377,968,784)

Total distributions

(882,739,586)

(548,954,675)

Share transactions - net increase (decrease)

(692,163,922)

(339,122,770)

Total increase (decrease) in net assets

(807,729,193)

(183,433,483)

Net Assets

Beginning of period

11,451,623,070

11,635,056,553

End of period (including undistributed net investment income of $170,138,206 and
$185,982,649, respectively)

$ 10,643,893,877

$ 11,451,623,070

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

45,973,673

$ 1,098,402,964

41,506,315

$ 1,076,558,536

Reinvested

38,143,296

847,544,035

22,601,688

537,468,103

Redeemed

(121,903,326)

(2,861,778,639)

(84,630,671)

(2,163,179,248)

Net increase (decrease)

(37,786,357)

$ (915,831,640)

(20,522,668)

$ (549,152,609)

Service Class
Sold

9,905,652

$ 235,854,814

8,201,124

$ 211,555,674

Reinvested

1,585,963

35,176,653

483,645

11,486,572

Redeemed

(3,590,373)

(84,741,881)

(507,589)

(13,012,407)

Net increase (decrease)

7,901,242

$ 186,289,586

8,177,180

$ 210,029,839

Service Class 2 A
Sold

1,666,464

$ 39,694,526

Reinvested

852

18,898

Redeemed

(96,891)

(2,335,292)

Net increase (decrease)

1,570,425

$ 37,378,132

Distributions
From net investment income
Initial Class

$ 180,623,926

$ 167,408,106

Service Class

7,358,208

3,577,785

Service Class 2 A

3,953

-

Total

$ 187,986,087

$ 170,985,891

From net realized gain
Initial Class

$ 666,920,109

$ 370,059,997

Service Class

27,818,445

7,908,787

Service Class 2 A

14,945

-

Total

$ 694,753,499

$ 377,968,784

$ 882,739,586

$ 548,954,675

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 25.71

$ 25.42

$ 24.28

$ 21.03

$ 19.27

Income from Investment Operations

Net investment income

.40 D

.41 D

.38 D

.36 D

.35

Net realized and unrealized gain (loss)

1.46

1.10

2.31

5.06

2.30

Total from investment operations

1.86

1.51

2.69

5.42

2.65

Less Distributions

From net investment income

(.44) G

(.38)

(.34)

(.36)

(.03)

From net realized gain

(1.61) G

(.84)

(1.21)

(1.81)

(.86)

Total distributions

(2.05)

(1.22)

(1.55)

(2.17)

(.89)

Net asset value, end of period

$ 25.52

$ 25.71

$ 25.42

$ 24.28

$ 21.03

Total Return B, C

8.42%

6.33%

11.63%

28.11%

14.28%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 9,969,086

$ 11,014,291

$ 11,409,912

$ 10,106,742

$ 6,961,090

Ratio of expenses to average net assets

.56%

.57%

.58%

.58%

.58%

Ratio of expenses to average net assets after
expense reductions

.55% F

.56% F

.57% F

.57% F

.56% F

Ratio of net investment income to average net assets

1.68%

1.57%

1.58%

1.65%

1.97%

Portfolio turnover rate

22%

27%

28%

44%

186%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 25.66

$ 25.39

$ 24.27

$ 23.44

Income from Investment Operations

Net investment income D

.37

.38

.36

.05

Net realized and unrealized gain (loss)

1.46

1.11

2.31

.78

Total from investment operations

1.83

1.49

2.67

.83

Less Distributions

From net investment income

(.43) G

(.38)

(.34)

-

From net realized gain

(1.61) G

(.84)

(1.21)

-

Total distributions

(2.04)

(1.22)

(1.55)

-

Net asset value, end of period

$ 25.45

$ 25.66

$ 25.39

$ 24.27

Total Return B, C

8.30%

6.25%

11.54%

3.54%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 634,897

$ 437,332

$ 225,145

$ 5,328

Ratio of expenses to average net assets

.66%

.67%

.68%

.68% A

Ratio of expenses to average net assets after expense reductions

.65% F

.66% F

.67% F

.65% A, F

Ratio of net investment income to average net assets

1.58%

1.47%

1.51%

1.63% A

Portfolio turnover rate

22%

27%

28%

44%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 25.18

Income from Investment Operations

Net investment income D

.32

Net realized and unrealized gain (loss)

1.95

Total from investment operations

2.27

Less Distributions

From net investment income

(.43) G

From net realized gain

(1.61) G

Total distributions

(2.04)

Net asset value, end of period

$ 25.41

Total Return B, C

10.19%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 39,911

Ratio of expenses to average net assets

.83% A

Ratio of expenses to average net assets after expense reductions

.82% A, F

Ratio of net investment income to average net assets

1.41% A

Portfolio turnover rate

22%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Equity-Income Portfolio

Fidelity Variable Insurance Products: Growth Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 through January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Growth - Service Class 2

-11.21%

19.19%

19.98%

Russell 3000 Growth Index

-22.42%

17.08%

16.85%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Russell 3000 Growth Index - a market capitalization-weighted index of growth-oriented stocks of U.S. domiciled corporations. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Portfolio - Service Class 2 on December 31, 1990. As the chart shows, by December 31, 2000, the value of the investment would have grown to $61,827 - a 518.27% increase on the initial investment. For comparison, look at how the Russell 3000 Growth Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $47,452 - a 374.52% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Pfizer, Inc.

4.9

General Electric Co.

3.4

Cisco Systems, Inc.

3.1

EMC Corp.

2.9

Microsoft Corp.

2.3

16.6

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Technology

29.7

Health

20.2

Finance

9.6

Nondurables

7.9

Energy

6.1

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks 92.9%

Short-Term
Investments and
Net Other Assets 7.1%



* Foreign investments 7.2%

Annual Report

Fidelity Variable Insurance Products: Growth Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Jennifer Uhrig,
Portfolio Manager of Growth Portfolio

Q. How did the fund perform, Jennifer?

A. For the 12 months that ended December 31, 2000, the fund posted a higher return than that of its Russell 3000 Growth Index benchmark, which returned -22.42%.

Q. What factors helped the fund outperform the index?

A. The fund's underweighting in technology relative to the Russell 3000 index was a positive influence. Technology stocks could seemingly do no wrong throughout 1999, but finally succumbed to a severe pricing correction that began in March and deepened in November. As a result, technology stocks - as measured by the NASDAQ Composite Index - were down almost 40% for the year. Several of the fund's investments in both the health and finance sectors also contributed positively to performance.

Q. What was your strategy within the technology sector?

A. My approach changed a bit as the period evolved, mostly due to deteriorating fundamentals in the new economy sectors - including telecommunications, semiconductors and wireless - as well as weakened demand for personal computers. The fund's stake in leading chipmaker Intel - which is leveraged to both the semiconductor and PC markets - provided a good illustration of how quickly things changed. At the end of June 2000, Intel was the fund's second-best performer. At the close of this period, the stock was the fund's second-worst performer, mostly due to slowing PC demand, which hurt microchip orders. During the second half of the period, I became more selective and focused on companies that I felt would be new economy survivors. This led me to areas such as data storage, Internet software and optical networking companies. While the valuations for many of these stocks were still rich, I felt their long-term growth potential was encouraging.

Q. Health and finance stocks combined to account for just under 30% of the fund's investments at the end of the period. Where did you find opportunities?

A. Within the health sector, I was attracted to pharmaceutical, hospital and biotechnology stocks. The fund's investments in drug stocks such as Eli Lilly and Warner-Lambert - which was taken over by Pfizer - performed well as investors sought refuge from the technology correction. Hospital-related names that performed well included HCA Healthcare, Tenet Healthcare and Health Management Associates. I also ramped up the fund's exposure to biotechnology stocks, particularly those involved in genomics. Biotech stocks that fared well for the fund included Millennium Pharmaceuticals and Genentech. The big winners within the fund's finance portfolio during the period were property and casualty insurance stocks, which benefited from signs of better pricing within their industry. American International Group and XL Capital were among the fund's top-10 performers during the period.

Q. Which stocks proved disappointing during the period?

A. Not surprisingly, the fund's three worst performers were tied to the PC industry. Microsoft, Intel and Dell each suffered as PC demand softened. People seem pretty content with the systems and applications they're currently using and not many are choosing to upgrade. Other poor performers included large retailers Wal-Mart and Home Depot.

Q. What's your outlook?

A. It's pretty clear that the economy is slowing, and that should benefit growth stocks. Growth stocks typically grow faster in a sluggish economy than cyclical stocks. A lot of attention will be paid to Federal Reserve Board policy over the next few months. Rate cuts could expand price-to-earnings ratios for the fastest-growing technology stocks, as well as help the outlook for more economically sensitive companies within the tech sector. I'll also be keeping a close eye on valuations in the technology sector. I'm starting to see some better values, but I'd still like to see stock prices come down a little more before I overweight the technology sector.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to increase the value of the fund's shares over the long term by investing in stocks with above-average growth potential

Start date: October 9, 1986

Size: as of December 31, 2000, more than
$17.4 billion

Manager: Jennifer Uhrig, since 1997; joined Fidelity in 1987

3

Annual Report

Fidelity Variable Insurance Products: Growth Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 92.9%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.2%

BFGoodrich Co.

1,542,600

$ 56,112,075

Boeing Co.

1,280,900

84,539,400

Textron, Inc.

154,600

7,188,900

United Technologies Corp.

767,380

60,335,253

TOTAL AEROSPACE & DEFENSE

208,175,628

BASIC INDUSTRIES - 1.7%

Chemicals & Plastics - 0.9%

Cytec Industries, Inc. (a)

273,800

10,934,888

Dow Chemical Co.

805,600

29,505,100

Georgia Gulf Corp.

253,800

4,330,463

Lyondell Chemical Co.

1,323,600

20,267,625

Pharmacia Corp.

1,448,100

88,334,100

153,372,176

Metals & Mining - 0.1%

CommScope, Inc. (a)

1,266,100

20,969,781

Martin Marietta Materials, Inc.

143,900

6,086,970

27,056,751

Paper & Forest Products - 0.7%

Kimberly-Clark Corp.

1,625,400

114,899,526

TOTAL BASIC INDUSTRIES

295,328,453

CONSTRUCTION & REAL ESTATE - 0.3%

Building Materials - 0.1%

Vulcan Materials Co.

350,200

16,765,825

Construction - 0.1%

Massey Energy Corp.

583,770

7,443,068

Engineering - 0.1%

Stolt Offshore SA (a)

1,796,600

19,762,600

Stolt Offshore SA sponsored ADR (a)

206,050

2,215,038

21,977,638

TOTAL CONSTRUCTION & REAL ESTATE

46,186,531

DURABLES - 1.2%

Autos, Tires, & Accessories - 0.4%

AutoZone, Inc. (a)

1,671,300

47,632,050

O'Reilly Automotive, Inc. (a)

1,209,600

32,356,800

79,988,850

Consumer Electronics - 0.8%

Gemstar-TV Guide International, Inc. (a)

695,000

32,056,875

General Motors Corp. Class H

1,363,900

31,369,700

Maytag Corp.

817,300

26,409,006

Pioneer Corp.

190,000

5,066,888

Shares

Value (Note 1)

Sanyo Electric Co. Ltd.

822,000

$ 6,827,840

Sony Corp.

512,300

35,604,852

137,335,161

TOTAL DURABLES

217,324,011

ENERGY - 6.1%

Energy Services - 3.7%

Baker Hughes, Inc.

2,600,970

108,102,816

BJ Services Co. (a)

1,123,030

77,348,691

Coflexip SA sponsored ADR

928,500

58,379,438

Diamond Offshore Drilling, Inc.

113,800

4,552,000

ENSCO International, Inc.

720,500

24,542,031

Global Industries Ltd. (a)

1,904,900

26,073,319

Global Marine, Inc. (a)

22,900

649,788

R&B Falcon Corp. (a)

1,483,800

34,034,663

Santa Fe International Corp.

805,600

25,829,550

Schlumberger Ltd. (NY Shares)

1,170,400

93,558,850

Smith International, Inc. (a)

868,950

64,791,084

Transocean Sedco Forex, Inc.

921,300

42,379,800

Varco International, Inc. (a)

1,421,000

30,906,750

Weatherford International, Inc.

1,328,840

62,787,690

653,936,470

Oil & Gas - 2.4%

Burlington Resources, Inc.

702,100

35,456,050

Exxon Mobil Corp.

2,276,900

197,947,994

Grant Prideco, Inc. (a)

1,711,440

37,544,715

National-Oilwell, Inc. (a)

1,691,900

65,455,381

Newfield Exploration Co. (a)

887,600

42,105,525

Noble Affiliates, Inc.

814,900

37,485,400

415,995,065

TOTAL ENERGY

1,069,931,535

FINANCE - 9.6%

Banks - 1.2%

Bank One Corp.

5,429,990

198,873,384

Sumitomo Trust & Banking Ltd.

2,482,000

16,862,062

215,735,446

Credit & Other Finance - 0.9%

American Express Co.

763,200

41,928,300

Citigroup, Inc.

2,186,710

111,658,879

153,587,179

Federal Sponsored Credit - 1.9%

Fannie Mae

2,158,800

187,275,900

Freddie Mac

1,969,500

135,649,313

322,925,213

Insurance - 3.9%

ACE Ltd.

1,502,900

63,779,319

AFLAC, Inc.

881,600

63,640,500

Allstate Corp.

711,500

30,994,719

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Insurance - continued

AMBAC Financial Group, Inc.

549,450

$ 32,039,803

American International Group, Inc.

1,551,446

152,914,396

Everest Re Group Ltd.

967,200

69,275,700

Hartford Financial Services Group, Inc.

816,550

57,668,844

The Chubb Corp.

668,000

57,782,000

The St. Paul Companies, Inc.

847,000

46,002,688

XL Capital Ltd. Class A

1,259,010

110,005,999

684,103,968

Securities Industry - 1.7%

Charles Schwab Corp.

3,193,650

90,619,819

Daiwa Securities Group, Inc.

6,151,000

64,161,435

Nikko Securities Co. Ltd.

9,377,000

72,559,634

Nomura Securities Co. Ltd.

4,259,000

76,525,709

303,866,597

TOTAL FINANCE

1,680,218,403

HEALTH - 20.2%

Drugs & Pharmaceuticals - 16.4%

Abgenix, Inc. (a)

821,542

48,522,324

Alkermes, Inc. (a)

1,152,700

36,165,963

Allergan, Inc.

842,300

81,545,169

American Home Products Corp.

2,111,700

134,198,535

Andrx Corp. - Andrx Group (a)

93,400

5,405,525

Bristol-Myers Squibb Co.

3,836,000

283,624,250

Cambridge Antibody Technology
Group PLC (a)

658,096

37,331,417

Elan Corp. PLC sponsored ADR (a)

1,727,500

80,868,594

Eli Lilly & Co.

3,265,300

303,876,981

Exelixis, Inc.

306,800

4,486,950

Genentech, Inc. (a)

824,000

67,156,000

Geneva Proteomics (a)(c)

826,000

4,543,000

Human Genome Sciences, Inc. (a)

875,000

60,648,438

Medarex, Inc. (a)

978,400

39,869,800

Merck & Co., Inc.

3,938,760

368,766,405

Millennium Pharmaceuticals, Inc. (a)

1,449,480

89,686,575

Pfizer, Inc.

18,602,425

855,711,534

Protein Design Labs, Inc. (a)

463,700

40,283,938

Schering-Plough Corp.

4,817,370

273,385,748

Serono SA sponsored ADR (a)

717,100

17,165,581

Watson Pharmaceuticals, Inc. (a)

356,400

18,243,225

2,851,485,952

Medical Equipment & Supplies - 2.4%

Cardinal Health, Inc.

1,307,500

130,259,687

Guidant Corp. (a)

898,900

48,484,419

Johnson & Johnson

971,800

102,099,738

Shares

Value (Note 1)

McKesson HBOC, Inc.

1,581,600

$ 56,763,624

Medtronic, Inc.

1,438,900

86,873,588

424,481,056

Medical Facilities Management - 1.4%

HCA - The Healthcare Co.

1,795,100

79,002,351

Health Management Associates, Inc. Class A (a)

2,865,300

59,454,975

HEALTHSOUTH Corp. (a)

2,273,300

37,083,206

Tenet Healthcare Corp.

1,611,600

71,615,475

247,156,007

TOTAL HEALTH

3,523,123,015

INDUSTRIAL MACHINERY & EQUIPMENT - 3.4%

Electrical Equipment - 3.4%

General Electric Co.

12,187,600

584,243,075

MEDIA & LEISURE - 4.5%

Broadcasting - 1.9%

AT&T Corp. - Liberty Media Group Class A (a)

2,907,780

39,436,766

Comcast Corp. Class A (special) (a)

2,405,300

100,421,275

Cox Communications, Inc. Class A (a)

1,266,800

58,985,375

Mediacom Communications Corp.
Class A

765,500

13,157,031

NTL, Inc. (a)

647,594

15,501,781

Time Warner, Inc.

1,353,568

70,710,392

United Pan-Europe Communications NV sponsored ADR Class A (a)

1,703,400

17,885,700

UnitedGlobalCom, Inc. Class A (a)

928,200

12,646,725

328,745,045

Entertainment - 0.8%

Fox Entertainment Group, Inc.
Class A (a)

842,300

15,056,113

Viacom, Inc. Class B (non-vtg.) (a)

2,451,025

114,585,419

129,641,532

Leisure Durables & Toys - 0.0%

Harley-Davidson, Inc.

72,900

2,897,775

Lodging & Gaming - 0.2%

Harrah's Entertainment, Inc. (a)

1,464,600

38,628,825

Restaurants - 1.6%

Brinker International, Inc. (a)

1,844,100

77,913,225

Darden Restaurants, Inc.

2,838,500

64,930,688

McDonald's Corp.

3,098,000

105,332,000

Tricon Global Restaurants, Inc. (a)

999,300

32,976,900

281,152,813

TOTAL MEDIA & LEISURE

781,065,990

NONDURABLES - 7.9%

Beverages - 2.5%

Coca-Cola Enterprises, Inc.

2,404,400

45,683,600

Pepsi Bottling Group, Inc.

2,176,500

86,923,969

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Beverages - continued

The Coca-Cola Co.

4,773,100

$ 290,860,781

Whitman Corp.

492,600

8,066,325

431,534,675

Foods - 1.1%

American Italian Pasta Co. Class A (a)

557,000

14,934,563

PepsiCo, Inc.

2,626,900

130,195,731

Quaker Oats Co.

392,600

38,229,425

183,359,719

Household Products - 2.3%

Avon Products, Inc.

1,202,700

57,579,263

Colgate-Palmolive Co.

1,157,100

74,690,805

Gillette Co.

2,964,600

107,096,175

Procter & Gamble Co.

2,160,460

169,461,081

408,827,324

Tobacco - 2.0%

Philip Morris Companies, Inc.

7,870,100

346,284,400

TOTAL NONDURABLES

1,370,006,118

RETAIL & WHOLESALE - 3.0%

Drug Stores - 1.1%

CVS Corp.

1,578,700

94,623,331

Walgreen Co.

2,330,660

97,450,721

192,074,052

General Merchandise Stores - 1.2%

Wal-Mart Stores, Inc.

3,797,600

201,747,500

Retail & Wholesale, Miscellaneous - 0.7%

Home Depot, Inc.

2,861,100

130,716,506

TOTAL RETAIL & WHOLESALE

524,538,058

SERVICES - 0.1%

Fluor Corp. (a)

583,770

19,300,896

Jupiter Media Metrix, Inc. (a)

769,800

7,168,763

TOTAL SERVICES

26,469,659

TECHNOLOGY - 29.7%

Communications Equipment - 5.1%

CIENA Corp. (a)

686,100

55,745,625

Cisco Systems, Inc. (a)

14,011,020

535,921,515

Comverse Technology, Inc. (a)

342,800

37,236,650

Corning, Inc.

1,449,100

76,530,594

Corvis Corp.

733,500

17,466,469

Nokia AB sponsored ADR

1,874,300

81,532,050

Nortel Networks Corp.

2,023,490

64,878,148

Telefonaktiebolaget LM Ericsson sponsored ADR

2,167,400

24,247,788

893,558,839

Shares

Value (Note 1)

Computer Services & Software - 9.1%

Adobe Systems, Inc.

1,360,800

$ 79,181,550

Affymetrix, Inc. (a)

159,010

11,836,307

America Online, Inc. (a)

1,912,800

66,565,440

Art Technology Group, Inc. (a)

1,022,700

31,256,269

Automatic Data Processing, Inc.

740,800

46,901,900

BEA Systems, Inc. (a)

1,916,950

129,034,697

Cadence Design Systems, Inc. (a)

1,316,130

36,193,575

Check Point Software
Technologies Ltd. (a)

560,700

74,888,494

Critical Path, Inc. (a)

735,200

22,607,400

Exodus Communications, Inc. (a)

535,600

10,712,000

Internap Network Services Corp. (a)

833,440

6,042,440

Intuit, Inc. (a)

432,700

17,064,606

Microsoft Corp. (a)

9,182,323

398,283,260

Openwave Systems, Inc. (a)

1,248,200

59,835,588

Oracle Corp. (a)

10,259,300

298,160,906

PeopleSoft, Inc. (a)

1,784,000

66,342,500

Redback Networks, Inc. (a)

512,700

21,020,700

Synopsys, Inc. (a)

1,356,580

64,352,764

Travelocity.com, Inc. (a)

466,200

5,652,675

VeriSign, Inc. (a)

511,007

37,910,332

VERITAS Software Corp. (a)

1,072,575

93,850,313

1,577,693,716

Computers & Office Equipment - 8.4%

CDW Computer Centers, Inc. (a)

795,980

22,187,943

Dell Computer Corp. (a)

6,242,500

108,853,594

EMC Corp. (a)

7,744,140

514,985,310

Hewlett-Packard Co.

2,201,000

69,469,063

International Business Machines Corp.

1,904,300

161,865,500

Juniper Networks, Inc. (a)

422,000

53,198,375

Lexmark International, Inc. Class A (a)

2,199,100

97,447,619

Quantum Corp. -
Hard Disk Drive Group (a)

1,526,400

12,211,200

SCI Systems, Inc. (a)

3,078,300

81,190,163

Sun Microsystems, Inc. (a)

12,425,200

346,352,450

Western Digital Corp. (a)

1,424,200

3,471,488

1,471,232,705

Electronic Instruments - 1.0%

Agilent Technologies, Inc. (a)

1,287,060

70,466,535

KLA-Tencor Corp. (a)

952,000

32,070,500

LAM Research Corp. (a)

1,503,100

21,794,950

Teradyne, Inc. (a)

784,900

29,237,525

Varian, Inc. (a)

347,700

11,778,338

165,347,848

Electronics - 6.1%

Broadcom Corp. Class A (a)

248,800

20,899,200

Celestica, Inc. (sub. vtg.) (a)

766,700

41,423,893

Intel Corp.

12,464,400

374,711,025

Intersil Holding Corp. Class A

54,100

1,240,919

JDS Uniphase Corp. (a)

758,800

31,632,475

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Electronics - continued

LSI Logic Corp. (a)

356,600

$ 6,094,294

Mitsubishi Electric Corp.

9,393,000

57,736,113

PMC-Sierra, Inc. (a)

192,100

15,103,863

Sanmina Corp. (a)

1,219,900

93,474,838

Solectron Corp. (a)

1,647,800

55,860,420

Texas Instruments, Inc.

6,946,100

329,071,488

Xilinx, Inc. (a)

824,900

38,048,513

1,065,297,041

TOTAL TECHNOLOGY

5,173,130,149

TRANSPORTATION - 0.9%

Air Transportation - 0.1%

Southwest Airlines Co.

459,900

15,420,447

Railroads - 0.8%

Burlington Northern Santa Fe Corp.

1,315,700

37,250,756

Canadian National Railway Co.

1,148,780

33,983,720

Union Pacific Corp.

1,227,250

62,282,938

133,517,414

TOTAL TRANSPORTATION

148,937,861

UTILITIES - 3.1%

Cellular - 2.0%

China Mobile (Hong Kong) Ltd. sponsored ADR (a)

2,115,000

57,369,375

China Unicom Ltd. sponsored ADR (a)

3,031,700

44,717,575

Nextel Communications, Inc. Class A (a)

2,679,270

66,311,933

QUALCOMM, Inc. (a)

730,400

60,029,750

Sprint Corp. - PCS Group Series 1 (a)

2,956,580

60,425,104

Vodafone Group PLC

14,481,911

51,863,446

340,717,183

Electric Utility - 0.3%

AES Corp. (a)

940,600

52,085,725

Telephone Services - 0.8%

McLeodUSA, Inc. Class A (a)

3,188,400

45,036,150

Metromedia Fiber Network, Inc.
Class A (a)

3,723,600

37,701,450

Sprint Corp. - FON Group

336,600

6,837,188

TeraBeam Networks (c)

60,800

228,000

Time Warner Telecom, Inc. Class A (a)

582,100

36,926,969

WorldCom, Inc. (a)

1,092,500

15,363,281

142,093,038

TOTAL UTILITIES

534,895,946

TOTAL COMMON STOCKS

(Cost $13,365,952,961)

16,183,574,432

Convertible Preferred Stocks - 0.0%

Shares

Value (Note 1)

TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies Series E (c)
(Cost $1,528,257)

88,646

$ 1,528,257

Cash Equivalents - 7.1%

Fidelity Cash Central Fund, 6.53% (b)

1,179,797,478

1,179,797,478

Fidelity Securities Lending Cash
Central Fund, 6.61% (b)

49,343,025

49,343,025

TOTAL CASH EQUIVALENTS

(Cost $1,229,140,503)

1,229,140,503

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $14,596,621,721)

17,414,243,192

NET OTHER ASSETS - 0.0%

7,172,807

NET ASSETS - 100%

$ 17,421,415,999

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Chorum Technologies Series E

9/19/00

$ 1,528,257

Geneva Proteomics

7/7/00

$ 4,543,000

TeraBeam Networks

4/7/00

$ 228,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $19,867,696,644 and $19,293,131,390, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $1,006,920 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $6,299,257 or 0% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $47,139,842. The fund received cash collateral of $49,343,025 which was invested in cash equivalents.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which loans were outstanding amounted to $21,215,000. The weighted average interest rate was 5.92%.

Transactions during the period with companies which were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Coflexip SA sponsored ADR

$ -

$ -

$ -

$ -

Digex, Inc.
Class A

313,744

1,258,366

-

-

TOTALS

$ 313,744

$ 1,258,366

$ -

$ -

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $14,732,855,235. Net unrealized appreciation aggregated $2,681,387,957, of which $4,315,716,538 related to appreciated investment securities and $1,634,328,581 related to depreciated investment securities.

The fund hereby designates approximately $1,064,142,000 as a capital gain dividend for the purpose of the dividend paid deduction.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Fidelity Variable Insurance Products: Growth Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $14,596,621,721) -
See accompanying schedule

$ 17,414,243,192

Cash

579,981

Receivable for investments sold

60,781,190

Receivable for fund shares sold

16,059,818

Dividends receivable

13,065,643

Interest receivable

6,205,603

Other receivables

1,789,537

Total assets

17,512,724,964

Liabilities

Payable for investments purchased

$ 7,202,495

Payable for fund shares redeemed

25,366,360

Accrued management fee

8,491,870

Distribution fees payable

163,936

Other payables and
accrued expenses

741,279

Collateral on securities loaned,
at value

49,343,025

Total liabilities

91,308,965

Net Assets

$ 17,421,415,999

Net Assets consist of:

Paid in capital

$ 13,632,569,041

Undistributed net investment income

10,649,233

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

960,548,930

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

2,817,648,795

Net Assets

$ 17,421,415,999

Initial Class:
Net Asset Value, offering price
and redemption price per share ($15,517,270,951
÷ 355,435,316 shares)

$43.66

Service Class:
Net Asset Value, offering price
and redemption price per share ($1,847,050,533
÷
42,452,436 shares)

$43.51

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($57,094,515
÷
1,314,551 shares)

$43.43

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 111,252,420

Interest

23,424,624

Security lending

1,785,263

Total income

136,462,307

Expenses

Management fee

$ 111,035,651

Transfer agent fees

12,601,523

Distribution fees

1,621,018

Accounting and security
lending fees

1,291,020

Non-interested
trustees' compensation

95,118

Custodian fees and expenses

634,529

Registration fees

89,572

Audit

86,356

Legal

121,669

Interest

6,948

Miscellaneous

610,902

Total expenses before reductions

128,194,306

Expense reductions

(2,877,933)

125,316,373

Net investment income

11,145,934

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including
realized loss of $353,579
on sales of investments in
affiliated issuers)

1,012,363,081

Foreign currency transactions

235,229

1,012,598,310

Change in net unrealized appreciation (depreciation) on:

Investment securities

(3,219,397,720)

Assets and liabilities in
foreign currencies

7,627

(3,219,390,093)

Net gain (loss)

(2,206,791,783)

Net increase (decrease)
in net assets resulting
from operations

$ (2,195,645,849)

Other Information

Expense reductions
Directed brokerage
arrangements

$ 2,866,891

Custodian credits

11,042

$ 2,877,933

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Growth Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 11,145,934

$ 19,639,750

Net realized gain (loss)

1,012,598,310

2,028,922,212

Change in net unrealized appreciation (depreciation)

(3,219,390,093)

2,640,487,583

Net increase (decrease) in net assets resulting from operations

(2,195,645,849)

4,689,049,545

Distributions to shareholders
From net investment income

(20,008,543)

(20,716,861)

From net realized gain

(2,010,393,014)

(1,302,572,634)

Total distributions

(2,030,401,557)

(1,323,289,495)

Share transactions - net increase (decrease)

3,588,722,111

3,313,015,561

Total increase (decrease) in net assets

(637,325,295)

6,678,775,611

Net Assets

Beginning of period

18,058,741,294

11,379,965,683

End of period (including undistributed net investment income of $10,649,233 and $18,773,383, respectively)

$ 17,421,415,999

$ 18,058,741,294

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

60,790,422

$ 3,083,045,212

82,051,942

$ 3,738,420,624

Reinvested

38,128,847

1,912,161,690

31,299,165

1,303,923,236

Redeemed

(55,558,216)

(2,766,549,803)

(51,848,071)

(2,361,030,389)

Net increase (decrease)

43,361,053

$ 2,228,657,099

61,503,036

$ 2,681,313,471

Service Class
Sold

25,312,442

$ 1,274,031,890

14,009,513

$ 648,480,975

Reinvested

2,363,626

118,228,594

465,535

19,366,259

Redeemed

(1,943,579)

(95,706,253)

(792,556)

(36,145,144)

Net increase (decrease)

25,732,489

$ 1,296,554,231

13,682,492

$ 631,702,090

Service Class 2 A
Sold

1,360,003

$ 65,671,999

Reinvested

225

11,273

Redeemed

(45,677)

(2,172,491)

Net increase (decrease)

1,314,551

$ 63,510,781

Distributions
From net investment income
Initial Class

$ 19,026,484

$ 20,413,671

Service Class

981,965

303,190

Service Class 2 A

94

-

Total

$ 20,008,543

$ 20,716,861

From net realized gain
Initial Class

$ 1,893,135,205

$ 1,283,509,565

Service Class

117,246,629

19,063,069

Service Class 2 A

11,180

-

Total

$ 2,010,393,014

$ 1,302,572,634

$ 2,030,401,557

$ 1,323,289,495

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 54.93

$ 44.87

$ 37.10

$ 31.14

$ 29.20

Income from Investment Operations

Net investment income

.03 E

.07 E

.08 E

.20 E

.22

Net realized and unrealized gain (loss)

(5.27)

15.10

12.85

6.91

3.82

Total from investment operations

(5.24)

15.17

12.93

7.11

4.04

Less Distributions

From net investment income

(.06)

(.08)

(.19)

(.21)

(.08)

From net realized gain

(5.97)

(5.03)

(4.97)

(.94)

(2.02)

Total distributions

(6.03)

(5.11)

(5.16)

(1.15)

(2.10)

Net asset value, end of period

$ 43.66

$ 54.93

$ 44.87

$ 37.10

$ 31.14

Total Return B, C

(10.96)%

37.44%

39.49%

23.48%

14.71%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 15,517,271

$ 17,142,411

$ 11,243,824

$ 7,727,132

$ 6,086,424

Ratio of expenses to average net assets

.65%

.66%

.68%

.69%

.69%

Ratio of expenses to average net assets after
expense reductions

.64% F

.65% F

.66% F

.67% F

.67% F

Ratio of net investment income to average net assets

.07%

.14%

.21%

.58%

.81%

Portfolio turnover rate

103%

84%

123%

113%

81%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 D

Selected Per-Share Data

Net asset value, beginning of period

$ 54.80

$ 44.82

$ 37.09

$ 36.92

Income from Investment Operations

Net investment income (loss) E

(.02)

.02

.06

.03

Net realized and unrealized gain (loss)

(5.25)

15.07

12.83

.14

Total from investment operations

(5.27)

15.09

12.89

.17

Less Distributions

From net investment income

(.05)

(.08)

(.19)

-

From net realized gain

(5.97)

(5.03)

(4.97)

-

Total distributions

(6.02)

(5.11)

(5.16)

-

Net asset value, end of period

$ 43.51

$ 54.80

$ 44.82

$ 37.09

Total Return B, C

(11.05)%

37.29%

39.38%

.46%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,847,051

$ 916,330

$ 136,142

$ 2,015

Ratio of expenses to average net assets

.76%

.77%

.80%

.79% A

Ratio of expenses to average net assets after expense reductions

.74% F

.75% F

.75% F

.77% A, F

Ratio of net investment income (loss) to average net assets

(.04)%

.04%

.15%

.70% A

Portfolio turnover rate

103%

84%

123%

113%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

E Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 53.40

Income from Investment Operations

Net investment income (loss) E

(.09)

Net realized and unrealized gain (loss)

(3.86)

Total from investment operations

(3.95)

Less Distributions

From net investment income

(.05)

From net realized gain

(5.97)

Total distributions

(6.02)

Net asset value, end of period

$ 43.43

Total Return B, C

(8.88)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 57,095

Ratio of expenses to average net assets

.91% A

Ratio of expenses to average net assets after expense reductions

.90% A, F

Ratio of net investment income (loss) to average net assets

(.19)% A

Portfolio turnover rate

103%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

E Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Growth Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Life of
fund

Fidelity VIP: Growth & Income - Service Class 2

-3.81%

14.94%

S&P 500

-9.10%

16.66%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 31, 1996.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth & Income Portfolio - Service Class 2 on December 31, 1996, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $17,466 - a 74.66% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $18,539 - an 85.39% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Fannie Mae

6.7

Freddie Mac

5.9

Exxon Mobil Corp.

4.8

General Electric Co.

3.7

Philip Morris Companies, Inc.

3.5

24.6

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

19.0

Technology

11.4

Health

9.1

Utilities

7.8

Media & Leisure

7.3

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks and
Equity Futures 90.0%

Short-Term
Investments and
Net Other Assets 10.0%



* Foreign investments 2.6%

Annual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Louis Salemy, Portfolio
Manager of Growth
& Income Portfolio

Q. How did the fund perform, Louis?

A. For the 12 months that ended December 31, 2000, the fund had a negative return but finished well ahead of the Standard & Poor's 500 Index, which returned -9.10%.

Q. Why did the fund beat the index?

A. Two factors were instrumental in enabling the fund to outperform the index. A sizable overweighting in the finance sector - primarily consisting of two positions that I'll mention shortly - contributed substantially to relative performance. The finance sector was a good place to be, as investors fled growth stocks and looked for shares offering more reliable earnings growth in a slowing economy. Another positive influence on the fund was a substantial underweighting in the technology sector, which plummeted during the final four months of the period due to sharply lower earnings forecasts. The fund had been underweighted in technology as the period began, but when the economy looked like it was about to fall off a cliff in the late summer, I aggressively reduced the allocation even further.

Q. Where did you invest the money you withdrew from the technology sector?

A. Some of it went into new positions in newspaper stocks. I used the rest to beef up a variety of existing positions.

Q. What stocks did well for the fund?

A. Government-sponsored mortgage companies Fannie Mae and Freddie Mac were two of the fund's best performers. Finance stocks typically do well when interest rates are stable or gently falling - the kind of environment that was widely anticipated since the Federal Reserve Board's last interest-rate hike in May. In addition, investors became more enthusiastic about Fannie and Freddie when Congress lost interest in an initiative that would have stripped the companies of the competitive advantages resulting from their status as government-sponsored enterprises. Cigarette maker Philip Morris also made the list of best-performing stocks. Although its stock had been depressed by smoking-related litigation, the company continued to hit its earnings estimates, and investors apparently decided that the remaining lawsuits would not cause significant damage. Another positive influence was the election of George W. Bush, which prompted speculation that the federal government might drop its lawsuit against the tobacco industry. In addition, investors had a positive reaction to Philip Morris' plans to spin off its food businesses. The reasoning was that such a move would make the value of the remaining business lines more apparent.

Q. What stocks failed to meet your expectations?

A. Microsoft was by far the biggest detractor from performance, even though I underweighted it throughout the period. The government's antitrust lawsuit took its toll on the stock during the first half of the period. In the second half, flagging demand for personal computers undermined sales of the company's Windows 2000 and Windows ME operating systems. I reduced the position but still owned Microsoft at the end of the period. Another lackluster performer was Cisco Systems, which remained one of the fund's 10 largest holdings throughout the period because of the favorable long-term growth prospects for the company's Internet infrastructure business. Consumer products giant Procter & Gamble also made the list of worst detractors, largely because of a plunging stock price in March, when the company lowered its earnings forecast amid a comprehensive restructuring effort.

Q. What's your outlook, Louis?

A. In the short term, I believe that the market will be subject to two conflicting influences. On the one hand, the Federal Reserve Board's return to a bias toward lowering interest rates, announced on December 19, sets the stage for the Fed to do what is necessary to keep the economy from going into a freefall. On the other hand, recent evidence indicates that the economy and corporate earnings are slowing much more rapidly than most investors anticipated several months ago. Now that it's in motion, that trend will not be easy to reverse. Therefore, my near-term outlook is cautious.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks a high total return through a combination of current income and capital appreciation

Start date: December 31, 1996

Size: as of December 31, 2000, more than $1.2 billion

Manager: Louis Salemy, since 1998; joined Fidelity in 1992

3

Annual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 85.0%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.0%

Boeing Co.

96,000

$ 6,336,000

Honeywell International, Inc.

65,900

3,117,894

United Technologies Corp.

44,400

3,490,950

TOTAL AEROSPACE & DEFENSE

12,944,844

BASIC INDUSTRIES - 2.0%

Chemicals & Plastics - 1.1%

Avery Dennison Corp.

127,500

6,996,563

E.I. du Pont de Nemours and Co.

131,900

6,372,419

13,368,982

Packaging & Containers - 0.0%

Ball Corp.

771

35,514

Paper & Forest Products - 0.9%

Kimberly-Clark Corp.

88,500

6,256,065

Mead Corp.

177,900

5,581,613

11,837,678

TOTAL BASIC INDUSTRIES

25,242,174

CONSTRUCTION & REAL ESTATE - 1.5%

Real Estate Investment Trusts - 1.5%

Equity Office Properties Trust

274,500

8,955,563

Equity Residential Properties Trust (SBI)

165,500

9,154,219

18,109,782

DURABLES - 2.5%

Autos, Tires, & Accessories - 0.7%

Eaton Corp.

66,000

4,962,375

Ford Motor Co.

131,800

3,089,063

8,051,438

Consumer Durables - 0.6%

Minnesota Mining & Manufacturing Co.

62,000

7,471,000

Consumer Electronics - 1.2%

Gemstar-TV Guide International, Inc. (a)

111,600

5,147,550

General Motors Corp. Class H

436,700

10,044,100

15,191,650

TOTAL DURABLES

30,714,088

ENERGY - 6.2%

Oil & Gas - 6.2%

BP Amoco PLC sponsored ADR

106,962

5,120,806

Burlington Resources, Inc.

88,900

4,489,450

Chevron Corp.

88,000

7,430,500

Exxon Mobil Corp.

688,728

59,876,291

76,917,047

Shares

Value (Note 1)

FINANCE - 19.0%

Banks - 1.8%

Bank of New York Co., Inc.

192,000

$ 10,596,000

Mellon Financial Corp.

241,400

11,873,863

22,469,863

Credit & Other Finance - 0.9%

American Express Co.

204,600

11,240,213

Federal Sponsored Credit - 12.6%

Fannie Mae

955,900

82,924,317

Freddie Mac

1,063,032

73,216,329

156,140,646

Insurance - 2.0%

American International Group, Inc.

253,306

24,966,423

Securities Industry - 1.7%

Charles Schwab Corp.

203,150

5,764,381

Merrill Lynch & Co., Inc.

97,600

6,655,100

Morgan Stanley Dean Witter & Co.

105,200

8,337,100

20,756,581

TOTAL FINANCE

235,573,726

HEALTH - 9.1%

Drugs & Pharmaceuticals - 8.1%

Allergan, Inc.

94,400

9,139,100

American Home Products Corp.

44,400

2,821,620

Bristol-Myers Squibb Co.

549,300

40,613,869

Eli Lilly & Co.

197,800

18,407,763

Immunex Corp. (a)

88,500

3,595,313

Merck & Co., Inc.

161,600

15,129,800

Pfizer, Inc.

178,600

8,215,600

Schering-Plough Corp.

43,900

2,491,325

100,414,390

Medical Equipment & Supplies - 1.0%

Abbott Laboratories

253,400

12,274,063

TOTAL HEALTH

112,688,453

INDUSTRIAL MACHINERY & EQUIPMENT - 4.3%

Electrical Equipment - 3.7%

General Electric Co.

954,500

45,756,343

Industrial Machinery & Equipment - 0.6%

Caterpillar, Inc.

150,700

7,129,994

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

52,886,337

MEDIA & LEISURE - 7.3%

Broadcasting - 4.0%

Comcast Corp. Class A (special) (a)

127,900

5,339,825

EchoStar Communications Corp.
Class A (a)

725,600

16,507,400

Infinity Broadcasting Corp. Class A (a)

208,625

5,828,461

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Broadcasting - continued

Pegasus Communications Corp. (a)

617,800

$ 15,908,350

Univision Communications, Inc.
Class A (a)

133,000

5,444,688

49,028,724

Entertainment - 0.2%

Walt Disney Co.

91,400

2,644,888

Publishing - 2.8%

Gannett Co., Inc.

129,100

8,141,369

Knight-Ridder, Inc.

133,000

7,564,375

McGraw-Hill Companies, Inc.

198,200

11,619,475

The New York Times Co. Class A

177,700

7,119,106

34,444,325

Restaurants - 0.3%

McDonald's Corp.

111,200

3,780,800

TOTAL MEDIA & LEISURE

89,898,737

NONDURABLES - 6.5%

Beverages - 0.7%

The Coca-Cola Co.

137,000

8,348,438

Foods - 0.1%

PepsiCo, Inc.

31,100

1,541,394

Household Products - 2.2%

Colgate-Palmolive Co.

181,600

11,722,280

Gillette Co.

133,400

4,819,075

Procter & Gamble Co.

42,000

3,294,375

Unilever NV (NY Shares)

109,900

6,916,831

26,752,561

Tobacco - 3.5%

Philip Morris Companies, Inc.

980,360

43,135,840

TOTAL NONDURABLES

79,778,233

RETAIL & WHOLESALE - 4.3%

Drug Stores - 1.1%

Walgreen Co.

335,800

14,040,638

General Merchandise Stores - 2.3%

Wal-Mart Stores, Inc.

524,800

27,880,000

Retail & Wholesale, Miscellaneous - 0.9%

Home Depot, Inc.

256,700

11,727,981

TOTAL RETAIL & WHOLESALE

53,648,619

SERVICES - 1.4%

Advertising - 1.4%

Omnicom Group, Inc.

206,200

17,088,825

Shares

Value (Note 1)

TECHNOLOGY - 11.4%

Communications Equipment - 3.1%

CIENA Corp. (a)

16,600

$ 1,348,750

Cisco Systems, Inc. (a)

980,400

37,500,300

38,849,050

Computer Services & Software - 4.7%

Adobe Systems, Inc.

111,400

6,482,088

IMS Health, Inc.

619,300

16,721,100

Microsoft Corp. (a)

545,100

23,643,713

Oracle Corp. (a)

134,800

3,917,625

VeriSign, Inc. (a)

52,900

3,924,519

VERITAS Software Corp. (a)

40,200

3,517,500

58,206,545

Computers & Office Equipment - 3.2%

Dell Computer Corp. (a)

409,200

7,135,425

EMC Corp. (a)

99,100

6,590,150

Network Appliance, Inc. (a)

26,400

1,694,550

Pitney Bowes, Inc.

242,200

8,022,875

Sun Microsystems, Inc. (a)

572,000

15,944,500

39,387,500

Electronics - 0.4%

LSI Logic Corp. (a)

94,400

1,613,296

Texas Instruments, Inc.

71,400

3,382,575

4,995,871

TOTAL TECHNOLOGY

141,438,966

TRANSPORTATION - 0.7%

Railroads - 0.7%

Burlington Northern Santa Fe Corp.

290,500

8,224,781

UTILITIES - 7.8%

Cellular - 2.7%

Nextel Communications, Inc. Class A (a)

549,900

13,610,025

Vodafone Group PLC sponsored ADR

546,400

19,567,950

33,177,975

Electric Utility - 1.1%

IPALCO Enterprises, Inc.

309,100

7,476,356

Southern Energy, Inc.

228,400

6,466,575

13,942,931

Telephone Services - 4.0%

BellSouth Corp.

170,800

6,992,125

Qwest Communications
International, Inc. (a)

263,300

10,795,300

SBC Communications, Inc.

536,630

25,624,083

Sprint Corp. - FON Group

88,900

1,805,781

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Telephone Services - continued

WorldCom, Inc. (a)

1

$ 7

XO Communications, Inc. Class A (a)

212,100

3,778,031

48,995,327

TOTAL UTILITIES

96,116,233

TOTAL COMMON STOCKS

(Cost $968,425,385)

1,051,270,845

U.S. Treasury Obligations - 0.3%

Moody's Ratings (unaudited)

Principal Amount

U.S. Treasury Bills, yield at date of purchase 6.07% to 6.2% 1/11/01 (c)
(Cost $3,693,113)

-

$ 3,700,000

3,695,086

Cash Equivalents - 15.1%

Shares

Fidelity Cash Central Fund,
6.53% (b)
(Cost $187,497,116)

187,497,116

187,497,116

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $1,159,615,614)

1,242,463,047

NET OTHER ASSETS - (0.4)%

(5,051,226)

NET ASSETS - 100%

$ 1,237,411,821

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

185 S&P 500 Stock Index Contracts

March 2001

$ 61,745,750

$ (2,215,280)

The face value of futures purchased as a percentage of net assets - 5.0%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Security 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 $3,695,086.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $796,822,805 and $934,046,412, respectively.

The market value of futures contracts opened and closed during the period amounted to $242,231,205 and $173,998,108, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $67,137 for the period.

The fund participated in the security lending program. At period end there were no loans outstanding.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $1,161,757,962. Net unrealized appreciation aggregated $80,705,085, of which $183,571,497 related to appreciated investment securities and $102,866,412 related to depreciated investment securities.

The fund hereby designates approximately $60,889,000 as a capital gain dividend for the purpose of the dividend paid deduction.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth & Income Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $1,159,615,614) -
See accompanying schedule

$ 1,242,463,047

Receivable for fund shares sold

1,085,909

Dividends receivable

978,567

Interest receivable

1,115,238

Other receivables

11,911

Total assets

1,245,654,672

Liabilities

Payable for investments purchased

6,638,578

Payable for fund shares redeemed

153,336

Accrued management fee

490,258

Payable for daily variation on
futures contracts

841,750

Other payables and
accrued expenses

118,929

Total liabilities

8,242,851

Net Assets

$ 1,237,411,821

Net Assets consist of:

Paid in capital

$ 1,091,392,712

Undistributed net investment income

15,511,227

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

49,875,651

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

80,632,231

Net Assets

$ 1,237,411,821

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,011,393,038
÷
66,260,589 shares)

$15.26

Service Class:
Net Asset Value, offering price
and redemption price per share
($212,994,017
÷
14,023,621 shares)

$15.19

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($13,024,766
÷
858,782 shares)

$15.17

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 13,124,204

Interest

9,449,455

Security lending

88,053

Total income

22,661,712

Expenses

Management fee

$ 5,872,064

Transfer agent fees

806,310

Distribution fees

170,767

Accounting and security lending fees

299,770

Non-interested trustees' compensation

4,187

Custodian fees and expenses

22,326

Registration fees

10,070

Audit

27,471

Legal

16,193

Reports to shareholders

161,290

Miscellaneous

3,291

Total expenses before reductions

7,393,739

Expense reductions

(145,015)

7,248,724

Net investment income

15,412,988

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

55,785,089

Foreign currency transactions

9,035

Futures contracts

(4,272,067)

51,522,057

Change in net unrealized appreciation (depreciation) on:

Investment securities

(115,377,277)

Assets and liabilities in
foreign currencies

78

Futures contracts

(2,215,280)

(117,592,479)

Net gain (loss)

(66,070,422)

Net increase (decrease) in net assets resulting from operations

$ (50,657,434)

Other Information

Expense reductions
Directed brokerage arrangements

$ 144,800

Custodian credits

215

$ 145,015

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Growth & Income Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 15,412,988

$ 14,349,137

Net realized gain (loss)

51,522,057

94,527,839

Change in net unrealized appreciation (depreciation)

(117,592,479)

5,576,047

Net increase (decrease) in net assets resulting from operations

(50,657,434)

114,453,023

Distributions to shareholders
From net investment income

(14,244,192)

(7,463,706)

From net realized gain

(92,962,107)

(14,927,412)

Total distributions

(107,206,299)

(22,391,118)

Share transactions - net increase (decrease)

40,278,821

102,753,346

Total increase (decrease) in net assets

(117,584,912)

194,815,251

Net Assets

Beginning of period

1,354,996,733

1,160,181,482

End of period (including undistributed net investment income of $15,511,227 and $14,353,340, respectively)

$ 1,237,411,821

$ 1,354,996,733

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

8,109,723

$ 126,150,301

16,149,212

$ 265,569,682

Reinvested

6,348,551

97,958,146

1,401,034

21,996,237

Redeemed

(20,994,145)

(328,655,829)

(15,445,916)

(257,900,936)

Net increase (decrease)

(6,535,871)

$ (104,547,382)

2,104,330

$ 29,664,983

Service Class
Sold

8,415,703

$ 130,655,851

4,435,269

$ 73,604,463

Reinvested

601,152

9,239,713

25,216

394,881

Redeemed

(538,927)

(8,390,790)

(55,277)

(910,981)

Net increase (decrease)

8,477,928

$ 131,504,774

4,405,208

$ 73,088,363

Service Class 2 A
Sold

904,808

$ 14,041,948

Reinvested

550

8,442

Redeemed

(46,576)

(728,961)

Net increase (decrease)

858,782

$ 13,321,429

Distributions
From net investment income

Initial Class

$ 13,015,416

$ 7,332,079

Service Class

1,227,654

131,627

Service Class 2 A

1,122

-

Total

$ 14,244,192

$ 7,463,706

From net realized gain

Initial Class

$ 84,942,728

$ 14,664,158

Service Class

8,012,059

263,254

Service Class 2 A

7,320

-

Total

$ 92,962,107

$ 14,927,412

$ 107,206,299

$ 22,391,118

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996 H

Selected Per-Share Data

Net asset value, beginning of period

$ 17.30

$ 16.15

$ 12.53

$ 9.90

$ 10.00

Income from Investment Operations

Net investment income

.20 D

.18 D

.15 D

.13 D

.00

Net realized and unrealized gain (loss)

(.81)

1.27

3.54

2.84

(.10)

Total from investment operations

(.61)

1.45

3.69

2.97

(.10)

Less Distributions

From net investment income

(.19)

(.10)

-

(.08)

-

From net realized gain

(1.24)

(.20)

(.07)

(.26)

-

Total distributions

(1.43)

(.30)

(.07)

(.34)

-

Net asset value, end of period

$ 15.26

$ 17.30

$ 16.15

$ 12.53

$ 9.90

Total Return B, C

(3.62)%

9.17%

29.59%

30.09%

(1.00)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,011,393

$ 1,259,396

$ 1,141,806

$ 345,287

$ 990

Ratio of expenses to average net assets

.58%

.60%

.61%

.70%

1.00% A, F

Ratio of expenses to average net assets after expense reductions

.57% G

.59% G

.60% G

.70%

1.00% A

Ratio of net investment income to average net assets

1.26%

1.08%

1.08%

1.14%

3.89% A

Portfolio turnover rate

72%

58%

66%

81%

0% A

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 17.24

$ 16.11

$ 12.53

$ 12.35

Income from Investment Operations

Net investment income D

.18

.16

.15

.03

Net realized and unrealized gain (loss)

(.80)

1.27

3.50

.49

Total from investment operations

(.62)

1.43

3.65

.52

Less Distributions

From net investment income

(.19)

(.10)

-

(.08)

From net realized gain

(1.24)

(.20)

(.07)

(.26)

Total distributions

(1.43)

(.30)

(.07)

(.34)

Net asset value, end of period

$ 15.19

$ 17.24

$ 16.11

$ 12.53

Total Return B, C

(3.69)%

9.06%

29.27%

4.29%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 212,994

$ 95,600

$ 18,375

$ 10

Ratio of expenses to average net assets

.69%

.70%

.71%

.80% A

Ratio of expenses to average net assets after expense reductions

.68% G

.69% G

.70% G

.80% A

Ratio of net investment income to average net assets

1.16%

.98%

1.05%

1.24% A

Portfolio turnover rate

72%

58%

66%

81%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

G FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the expenses.

H For the period December 31, 1996 (commencement of operations of Initial Class shares).

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 F

Selected Per-Share Data

Net asset value, beginning of period

$ 16.94

Income from Investment Operations

Net investment income D

.15

Net realized and unrealized gain (loss)

(.49)

Total from investment operations

(.34)

Less Distributions

From net investment income

(.19)

From net realized gain

(1.24)

Total distributions

(1.43)

Net asset value, end of period

$ 15.17

Total Return B, C

(2.11)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 13,025

Ratio of expenses to average net assets

.85% A

Ratio of expenses to average net assets after expense reductions

.84% A, E

Ratio of net investment income to average net assets

1.00% A

Portfolio turnover rate

72%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

F For the period January 12, 2000 (commencement of sales of Service Class 2 shares) to December 31, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth & Income Portfolio

Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Growth Opportunities -
Service Class 2

-17.27%

10.52%

13.93%

S&P 500

-9.10%

18.33%

21.35%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's return to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of the fund figures are from commencement of operations, January 3, 1995.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Growth Opportunities Portfolio - Service Class 2 on January 3, 1995, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $21,856 - a 118.56% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $31,921 - a 219.21% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

General Electric Co.

5.5

Fannie Mae

4.7

Freddie Mac

3.8

Bristol-Myers Squibb Co.

3.0

Schering-Plough Corp.

2.8

19.8

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Technology

19.3

Finance

18.7

Health

15.1

Industrial Machinery & Equipment

7.0

Energy

6.4

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks and
Equity Futures

93.4%

Short-Term
Investments and
Net Other Assets

6.6%



* Foreign investments

4.4%

Annual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Bettina Doulton, Portfolio Manager of Growth Opportunities Portfolio

Q. How did the fund perform during the past 12 months, Bettina?

A. During the 12-month period ending December 31, 2000, the fund underperformed the Standard & Poor's 500 Index, which returned -9.10% during that time frame.

Q. It was a difficult year for growth funds in general, and for this fund in particular. What was the primary reason for the fund's underperformance?

A. The fund's technology positioning had the most influence on both absolute and relative performance. Early in the period, before my tenure began, the fund's tech weighting was only half as large as the benchmark's. Given that technology stocks were driving the market to record highs, underweighting the sector was especially damaging to performance. After taking over the fund in February, I overweighted the portfolio's technology exposure to be more in line with the peer group. Unfortunately, just weeks after this repositioning, the tech sector began a severe correction that has since seen the NASDAQ Composite Index fall more than 50% from its high in March.

Q. What sparked the sell-off in the technology sector?

A. The Federal Reserve Board's interest-rate increases slowed the economy, reduced capital availability and caused a reduction in earnings growth - all especially negative for tech stocks, which were pricing in continued prosperity. Additionally, the severity and speed of the economic slowdown created excess inventory problems across many industries, including the semiconductor and optical equipment industries where the fund had heavy exposure.

Q. As the downturn in technology took hold, how did you attempt to limit the fund's losses?

A. Increasing the fund's holdings in non-technology industries - health care and nondurables, for instance - offered some diversification, and within technology I focused on companies with relatively good fundamentals and/or valuations. Business software maker Siebel Systems and optical networking equipment maker Ciena Corp. are two names that come to mind. Overweighting both positions relative to the index helped performance. Additionally, underweighting some of the larger-cap tech names that significantly underperformed, including Lucent, Yahoo! and Microsoft, was somewhat helpful on a relative basis, although these stocks hurt the fund's absolute returns. I sold the fund's position in Lucent by the end of the period.

Q. What strategies did you undertake in sectors outside of technology?

A. Typical of prior economic slowdowns, the relatively predictable growth rates of the health care and nondurables sectors provided a safe haven for investors. Therefore, I raised the fund's stake in the health sector from around 10% a year ago to more than 15% at the end of the period, which proved beneficial. Of sectors representing more than 2% of the fund, health care was the best contributor to performance, while Eli Lilly, Schering-Plough and Bristol-Myers Squibb were notable contributors on a stock selection basis. In addition, I moved some assets into the nondurables sector, increasing the fund's holdings in Coca-Cola, Gillette and Procter & Gamble. These moves generally helped performance.

Q. What stocks were particularly hurt by the poor market environment of the past year?

A. Given the horrendous performance of tech stocks, it's not surprising that several of the fund's worst absolute performers were from that sector, namely Microsoft, Cisco, Dell Computer, Texas Instruments and Intel. Retail stalwarts Wal-Mart and Home Depot also were detractors. While I think both are great companies, the implications of an economic slowdown were very damaging to their stocks.

Q. What's your outlook for the next few months, Bettina?

A. The market is in a difficult place right now, caught between the push/pull of expectations for lower interest rates going forward, versus the grim reality that earnings estimates may generally still need to come down for 2001. I think that's going to make for a very tough medium-term period. However, I do believe that the fund is well-positioned for this eventuality. If you look at my industry weightings exiting the period versus what they were for the year, I'm currently much more diversified and much more in line with the S&P. This less-aggressive posture should serve to limit relative underperformance if the negative momentum continues. In the meantime, I'll look to become more aggressive opportunistically through individual stock selection.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide capital growth by investing primarily in common stocks

Start date: January 3, 1995

Size: as of December 31, 2000, more than $1.3 billion

Manager: Bettina Doulton, since February 2000; joined Fidelity in 1986

3

Annual Report

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 88.3%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.2%

Boeing Co.

135,300

$ 8,929,800

Rockwell International Corp.

38,000

1,809,750

Textron, Inc.

112,700

5,240,550

TOTAL AEROSPACE & DEFENSE

15,980,100

BASIC INDUSTRIES - 2.6%

Chemicals & Plastics - 1.8%

Avery Dennison Corp.

14,600

801,175

Dow Chemical Co.

185,000

6,775,625

E.I. du Pont de Nemours and Co.

36,000

1,739,250

Pharmacia Corp.

58,200

3,550,200

Praxair, Inc.

187,300

8,311,438

Rohm & Haas Co.

74,120

2,691,483

23,869,171

Metals & Mining - 0.2%

Alcoa, Inc.

47,100

1,577,850

Phelps Dodge Corp.

18,200

1,015,788

2,593,638

Paper & Forest Products - 0.6%

Georgia-Pacific Group

18,200

566,475

International Paper Co.

40,200

1,640,663

Kimberly-Clark Corp.

36,400

2,573,116

Mead Corp.

14,400

451,800

Weyerhaeuser Co.

54,800

2,781,100

8,013,154

TOTAL BASIC INDUSTRIES

34,475,963

CONSTRUCTION & REAL ESTATE - 0.2%

Building Materials - 0.2%

Masco Corp.

117,700

3,023,419

DURABLES - 0.6%

Consumer Electronics - 0.2%

Black & Decker Corp.

62,800

2,464,900

Textiles & Apparel - 0.4%

NIKE, Inc. Class B

104,700

5,843,569

TOTAL DURABLES

8,308,469

ENERGY - 6.4%

Energy Services - 1.4%

Baker Hughes, Inc.

36,700

1,525,344

Halliburton Co.

264,800

9,599,000

Schlumberger Ltd. (NY Shares)

90,500

7,234,344

18,358,688

Oil & Gas - 5.0%

BP Amoco PLC sponsored ADR

210,490

10,077,209

Burlington Resources, Inc.

78,700

3,974,350

Conoco, Inc. Class B

58,300

1,687,056

Shares

Value (Note 1)

Cooper Cameron Corp. (a)

64,500

$ 4,261,031

Exxon Mobil Corp.

359,500

31,254,031

Royal Dutch Petroleum Co. (NY Shares)

121,900

7,382,569

TotalFinaElf SA:

Class B

6,153

894,492

sponsored ADR

94,405

6,862,063

66,392,801

TOTAL ENERGY

84,751,489

FINANCE - 18.7%

Banks - 2.7%

Bank of America Corp.

169,300

7,766,638

Bank One Corp.

142,000

5,200,750

Chase Manhattan Corp.

329,100

14,953,481

Mellon Financial Corp.

14,600

718,138

PNC Financial Services Group, Inc.

50,300

3,675,044

SunTrust Banks, Inc.

7,300

459,900

Wachovia Corp.

19,600

1,139,250

Wells Fargo & Co.

36,400

2,027,025

35,940,226

Credit & Other Finance - 2.4%

American Express Co.

184,600

10,141,463

Citigroup, Inc.

429,000

21,905,813

32,047,276

Federal Sponsored Credit - 8.5%

Fannie Mae

716,500

62,156,375

Freddie Mac

733,500

50,519,813

112,676,188

Insurance - 2.5%

American International Group, Inc.

239,862

23,641,398

Hartford Financial Services Group, Inc.

46,600

3,291,125

The Chubb Corp.

59,800

5,172,700

32,105,223

Securities Industry - 2.6%

Charles Schwab Corp.

143,800

4,080,325

Daiwa Securities Group, Inc.

72,000

751,036

Goldman Sachs Group, Inc.

28,800

3,079,800

Merrill Lynch & Co., Inc.

214,800

14,646,675

Morgan Stanley Dean Witter & Co.

150,100

11,895,425

34,453,261

TOTAL FINANCE

247,222,174

HEALTH - 15.1%

Drugs & Pharmaceuticals - 12.9%

Allergan, Inc.

1,800

174,263

American Home Products Corp.

46,000

2,923,300

Bristol-Myers Squibb Co.

542,800

40,133,275

Eli Lilly & Co.

275,600

25,648,025

Immunex Corp. (a)

257,690

10,468,656

Merck & Co., Inc.

255,200

23,893,100

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Drugs & Pharmaceuticals - continued

Pfizer, Inc.

549,893

$ 25,295,078

Schering-Plough Corp.

650,600

36,921,550

Sepracor, Inc. (a)

32,400

2,596,050

Serono SA sponsored ADR (a)

112,900

2,702,544

170,755,841

Medical Equipment & Supplies - 2.2%

Abbott Laboratories

115,200

5,580,000

AmeriSource Health Corp. Class A (a)

16,497

833,099

Baxter International, Inc.

15,900

1,404,169

Cardinal Health, Inc.

102,270

10,188,649

Guidant Corp. (a)

112,800

6,084,150

Johnson & Johnson

21,300

2,237,831

McKesson HBOC, Inc.

70,300

2,523,067

28,850,965

TOTAL HEALTH

199,606,806

INDUSTRIAL MACHINERY & EQUIPMENT - 7.0%

Electrical Equipment - 5.6%

Emerson Electric Co.

14,600

1,150,663

General Electric Co.

1,510,800

72,423,960

Scientific-Atlanta, Inc.

14,200

462,388

74,037,011

Industrial Machinery & Equipment - 1.4%

Deere & Co.

55,000

2,519,688

Ingersoll-Rand Co.

24,200

1,013,375

Tyco International Ltd.

281,400

15,617,700

19,150,763

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

93,187,774

MEDIA & LEISURE - 5.3%

Broadcasting - 2.7%

AT&T Corp. - Liberty Media Group
Class A (a)

384,244

5,211,309

Charter Communications, Inc. Class A (a)

167,700

3,804,694

Clear Channel Communications, Inc. (a)

167,600

8,118,125

Comcast Corp. Class A (special) (a)

73,200

3,056,100

Cox Communications, Inc. Class A (a)

78,213

3,641,793

Infinity Broadcasting Corp. Class A (a)

23,400

653,738

Time Warner, Inc.

73,000

3,813,520

Univision Communications, Inc.
Class A (a)

186,500

7,634,844

35,934,123

Entertainment - 1.8%

Fox Entertainment Group, Inc. Class A (a)

325,500

5,818,313

Viacom, Inc. Class B (non-vtg.) (a)

331,868

15,514,829

Walt Disney Co.

99,200

2,870,600

24,203,742

Shares

Value (Note 1)

Publishing - 0.3%

McGraw-Hill Companies, Inc.

72,100

$ 4,226,863

Restaurants - 0.5%

McDonald's Corp.

184,100

6,259,400

TOTAL MEDIA & LEISURE

70,624,128

NONDURABLES - 3.8%

Beverages - 1.4%

The Coca-Cola Co.

306,300

18,665,156

Household Products - 1.9%

Clorox Co.

14,300

507,650

Colgate-Palmolive Co.

75,700

4,886,435

Gillette Co.

238,400

8,612,200

Procter & Gamble Co.

134,920

10,582,788

24,589,073

Tobacco - 0.5%

Philip Morris Companies, Inc.

163,720

7,203,680

TOTAL NONDURABLES

50,457,909

RETAIL & WHOLESALE - 2.9%

Apparel Stores - 0.1%

Gap, Inc.

47,500

1,211,250

Drug Stores - 0.3%

CVS Corp.

18,200

1,090,863

Walgreen Co.

70,400

2,943,600

4,034,463

General Merchandise Stores - 1.6%

Wal-Mart Stores, Inc.

394,000

20,931,250

Grocery Stores - 0.1%

Safeway, Inc. (a)

18,200

1,137,500

Retail & Wholesale, Miscellaneous - 0.8%

Best Buy Co., Inc. (a)

21,600

638,550

Home Depot, Inc.

230,100

10,512,694

11,151,244

TOTAL RETAIL & WHOLESALE

38,465,707

SERVICES - 0.1%

Dun & Bradstreet Corp. (a)

21,450

555,019

TECHNOLOGY - 19.3%

Communications Equipment - 4.2%

CIENA Corp. (a)

100,300

8,149,375

Cisco Systems, Inc. (a)

810,060

30,984,795

Corvis Corp.

40,100

954,881

Nokia AB sponsored ADR

282,010

12,267,435

Nortel Networks Corp.

104,200

3,340,913

55,697,399

Computer Services & Software - 7.3%

Adobe Systems, Inc.

77,000

4,480,438

America Online, Inc. (a)

131,700

4,583,160

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - continued

Computer Services & Software - continued

Ariba, Inc. (a)

79,200

$ 4,247,100

Automatic Data Processing, Inc.

100,100

6,337,581

BEA Systems, Inc. (a)

102,300

6,886,069

BMC Software, Inc. (a)

21,900

306,600

Cadence Design Systems, Inc. (a)

116,200

3,195,500

Computer Associates International, Inc.

40,800

795,600

Electronic Data Systems Corp.

51,000

2,945,250

Interwoven, Inc. (a)

29,900

1,971,531

Microsoft Corp. (a)

552,600

23,969,025

Openwave Systems, Inc. (a)

6,800

325,975

Oracle Corp. (a)

669,400

19,454,438

PeopleSoft, Inc. (a)

128,400

4,774,875

Redback Networks, Inc. (a)

18,100

742,100

Siebel Systems, Inc. (a)

44,300

2,995,788

Sonus Networks, Inc.

37,300

941,825

VeriSign, Inc. (a)

17,037

1,263,932

VERITAS Software Corp. (a)

52,500

4,593,750

Yahoo!, Inc. (a)

62,000

1,863,875

96,674,412

Computers & Office Equipment - 4.2%

Compaq Computer Corp.

193,000

2,904,650

Dell Computer Corp. (a)

355,900

6,206,006

EMC Corp. (a)

183,256

12,186,524

Extreme Networks, Inc. (a)

18,000

704,250

Juniper Networks, Inc. (a)

29,400

3,706,238

Network Appliance, Inc. (a)

146,700

9,416,306

Sun Microsystems, Inc. (a)

715,600

19,947,350

55,071,324

Electronic Instruments - 0.6%

Agilent Technologies, Inc. (a)

15

821

Applied Materials, Inc. (a)

60,200

2,298,888

KLA-Tencor Corp. (a)

78,300

2,637,731

LAM Research Corp. (a)

223,700

3,243,650

8,181,090

Electronics - 3.0%

Analog Devices, Inc. (a)

138,200

7,074,113

Broadcom Corp. Class A (a)

7,300

613,200

Intel Corp.

344,300

10,350,519

JDS Uniphase Corp. (a)

37,300

1,554,944

National Semiconductor Corp. (a)

170,500

3,431,313

Shares

Value (Note 1)

Texas Instruments, Inc.

304,200

$ 14,411,475

Xilinx, Inc. (a)

58,100

2,679,863

40,115,427

TOTAL TECHNOLOGY

255,739,652

TRANSPORTATION - 0.4%

Air Transportation - 0.1%

Southwest Airlines Co.

31,500

1,056,195

Railroads - 0.3%

Burlington Northern Santa Fe Corp.

6,200

175,538

Union Pacific Corp.

72,740

3,691,555

3,867,093

TOTAL TRANSPORTATION

4,923,288

UTILITIES - 4.7%

Cellular - 0.7%

China Mobile (Hong Kong) Ltd. sponsored ADR (a)

108,100

2,932,213

Nextel Communications, Inc. Class A (a)

172,300

4,264,425

Sprint Corp. - PCS Group Series 1 (a)

48,810

997,554

Vodafone Group PLC

122,991

440,462

8,634,654

Electric Utility - 0.6%

AES Corp. (a)

131,400

7,276,275

Telephone Services - 3.4%

BellSouth Corp.

232,400

9,513,875

Global Crossing Ltd. (a)

146,200

2,092,489

Qwest Communications
International, Inc. (a)

224,787

9,216,267

SBC Communications, Inc.

364,060

17,383,865

Sprint Corp. - FON Group

119,600

2,429,375

Verizon Communications

98,500

4,937,313

45,573,184

TOTAL UTILITIES

61,484,113

TOTAL COMMON STOCKS

(Cost $1,048,583,367)

1,168,806,010

Convertible Bonds - 0.0%

Moody's Ratings (unaudited)

Principal Amount

TECHNOLOGY - 0.0%

Computer Services & Software - 0.0%

Cyras Systems, Inc. 4.5% 8/15/05 (c)
(Cost $380,000)

-

$ 380,000

444,600

U.S. Treasury Obligations - 0.3%

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

U.S. Treasury Bills, yield at date of purchase 6% to 6.08% 3/1/01 (d)
(Cost $4,059,274)

-

$ 4,100,000

$ 4,062,280

Cash Equivalents - 11.1%

Shares

Fidelity Cash Central Fund,
6.53% (b)
(Cost $146,072,696)

146,072,696

146,072,696

TOTAL INVESTMENT PORTFOLIO - 99.7%

(Cost $1,199,095,337)

1,319,385,586

NET OTHER ASSETS - 0.3%

4,276,216

NET ASSETS - 100%

$ 1,323,661,802

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

204 S&P 500 Stock Index Contracts

March 2001

$ 68,085,000

$ (2,539,863)

The face value of futures purchased as a percentage of net assets - 5.1%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $444,600 or 0.0% of net assets.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $4,062,280.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,740,994,911 and $2,125,572,550, respectively, of which long-term U.S. government and government agency obligations aggregated $0 and $110,516,388, respectively.

The market value of futures contracts opened and closed during the period amounted to $142,071,609 and $72,325,477, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $83,202 for the period.

The fund participated in the security lending program. At period end there were no loans outstanding.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $1,205,621,153. Net unrealized appreciation aggregated $113,764,433, of which $244,999,700 related to appreciated investment securities and $131,235,267 related to depreciated investment securities.

The fund hereby designates approximately $110,900,000 as a capital gain dividend for the purpose of the dividend paid deduction.

At December 31, 2000, the fund had a capital loss carryforward of approximately $30,538,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: Growth Opportunities Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $1,199,095,337) -
See accompanying schedule

$ 1,319,385,586

Cash

133,713

Receivable for investments sold

109,717

Receivable for fund shares sold

5,276,600

Dividends receivable

740,883

Interest receivable

755,505

Other receivables

1,693

Total assets

1,326,403,697

Liabilities

Payable for fund shares redeemed

$ 1,054,551

Accrued management fee

643,314

Distribution fees payable

34,043

Payable for daily variation on
futures contracts

928,200

Other payables and
accrued expenses

81,787

Total liabilities

2,741,895

Net Assets

$ 1,323,661,802

Net Assets consist of:

Paid in capital

$ 1,239,453,363

Undistributed net investment income

3,904,996

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(37,466,142)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

117,769,585

Net Assets

$ 1,323,661,802

Initial Class:
Net Asset Value, offering price
and redemption price per share
($951,874,726
÷ 53,661,940
shares)

$17.74

Service Class:
Net Asset Value, offering price
and redemption price per share
($345,960,075
÷ 19,538,882
shares)

$17.71

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($25,827,001
÷ 1,460,885
shares)

$17.68

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 9,638,533

Interest

5,533,290

Security lending

48,205

Total income

15,220,028

Expenses

Management fee

$ 8,986,436

Transfer agent fees

1,011,129

Distribution fees

375,299

Accounting and security lending fees

351,642

Non-interested trustees' compensation

5,366

Custodian fees and expenses

71,563

Registration fees

956

Audit

34,920

Legal

20,975

Reports to shareholders

200,470

Miscellaneous

4,343

Total expenses before reductions

11,063,099

Expense reductions

(368,954)

10,694,145

Net investment income

4,525,883

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(33,324,763)

Foreign currency transactions

(29,652)

Futures contracts

878,731

(32,475,684)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(256,626,898)

Assets and liabilities in
foreign currencies

22,133

Futures contracts

(2,539,863)

(259,144,628)

Net gain (loss)

(291,620,312)

Net increase (decrease) in net assets resulting from operations

$ (287,094,429)

Other Information

Expense reductions
Directed brokerage arrangements

$ 359,793

Custodian credits

9,161

$ 368,954

See accompanying notes which are an integral part of the financial statements.

Annual Report

Variable Insurance Products: Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 4,525,883

$ 21,853,752

Net realized gain (loss)

(32,475,684)

109,839,194

Change in net unrealized appreciation (depreciation)

(259,144,628)

(54,923,099)

Net increase (decrease) in net assets resulting from operations

(287,094,429)

76,769,847

Distributions to shareholders
From net investment income

(22,196,821)

(17,518,652)

From net realized gain

(110,899,964)

(32,887,198)

Total distributions

(133,096,785)

(50,405,850)

Share transactions - net increase (decrease)

(142,511,511)

140,493,459

Total increase (decrease) in net assets

(562,702,725)

166,857,456

Net Assets

Beginning of period

1,886,364,527

1,719,507,071

End of period (including undistributed net investment income of $3,904,996 and $21,419,780, respectively)

$ 1,323,661,802

$ 1,886,364,527

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

13,001,624

$ 264,392,501

14,140,894

$ 318,792,928

Reinvested

5,190,172

107,280,841

2,116,413

45,714,518

Redeemed

(31,115,720)

(637,099,314)

(18,293,067)

(412,962,598)

Net increase (decrease)

(12,923,924)

$ (265,425,972)

(2,035,760)

$ (48,455,152)

Service Class
Sold

6,103,794

$ 124,023,915

9,385,140

$ 211,858,592

Reinvested

1,249,806

25,808,497

217,292

4,691,331

Redeemed

(2,725,190)

(55,547,216)

(1,230,823)

(27,601,312)

Net increase (decrease)

4,628,410

$ 94,285,196

8,371,609

$ 188,948,611

Service Class 2 A
Sold

1,534,357

$ 30,073,097

Reinvested

361

7,444

Redeemed

(73,833)

(1,451,276)

Net increase (decrease)

1,460,885

$ 28,629,265

Distributions
From net investment income
Initial Class

$ 17,993,920

$ 15,930,817

Service Class

4,201,689

1,587,835

Service Class 2 A

1,212

-

Total

$ 22,196,821

$ 17,518,652

From net realized gain
Initial Class

$ 89,286,924

$ 29,783,702

Service Class

21,606,808

3,103,496

Service Class 2 A

6,232

-

Total

$ 110,899,964

$ 32,887,198

$ 133,096,785

$ 50,405,850

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 23.15

$ 22.88

$ 19.27

$ 15.40

$ 13.07

Income from Investment Operations

Net investment income

.06 D

.27 D

.26 D

.29 D

.26

Net realized and unrealized gain (loss)

(3.77)

.66

4.29

4.18

2.12

Total from investment operations

(3.71)

.93

4.55

4.47

2.38

Less Distributions

From net investment income

(.29) G

(.23)

(.21)

(.25)

-

From net realized gain

(1.41) G

(.43)

(.73)

(.35)

(.05)

Total distributions

(1.70)

(.66)

(.94)

(.60)

(.05)

Net asset value, end of period

$ 17.74

$ 23.15

$ 22.88

$ 19.27

$ 15.40

Total Return B, C

(17.07)%

4.27%

24.61%

29.95%

18.27%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 951,875

$ 1,541,587

$ 1,570,011

$ 1,025,766

$ 383,085

Ratio of expenses to average net assets

.68%

.69%

.71%

.74%

.77%

Ratio of expenses to average net assets after expense reductions

.66% F

.68% F

.70% F

.73% F

.76% F

Ratio of net investment income to average net assets

.31%

1.20%

1.27%

1.68%

2.29%

Portfolio turnover rate

117%

42%

29%

26%

28%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 23.12

$ 22.86

$ 19.27

$ 18.50

Income from Investment Operations

Net investment income D

.04

.25

.23

.04

Net realized and unrealized gain (loss)

(3.76)

.66

4.30

.73

Total from investment operations

(3.72)

.91

4.53

.77

Less Distributions

From net investment income

(.28) G

(.22)

(.21)

-

From net realized gain

(1.41) G

(.43)

(.73)

-

Total distributions

(1.69)

(.65)

(.94)

-

Net asset value, end of period

$ 17.71

$ 23.12

$ 22.86

$ 19.27

Total Return B, C

(17.13)%

4.18%

24.51%

4.16%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 345,960

$ 344,778

$ 149,496

$ 2,589

Ratio of expenses to average net assets

.79%

.79%

.80%

.84% A

Ratio of expenses to average net assets after expense reductions

.76% F

.78% F

.79% F

.83% A, F

Ratio of net investment income to average net assets

.21%

1.09%

1.16%

1.72% A

Portfolio turnover rate

117%

42%

29%

26%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 22.70

Income from Investment Operations

Net investment income E

.01

Net realized and unrealized gain (loss)

(3.34)

Total from investment operations

(3.33)

Less Distributions

From net investment income

(.28) G

From net realized gain

(1.41) G

Total distributions

(1.69)

Net asset value, end of period

$ 17.68

Total Return B, C

(15.74)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 25,827

Ratio of expenses to average net assets

.95% A

Ratio of expenses to average net assets after expense reductions

.93% A, F

Ratio of net investment income to average net assets

.04% A

Portfolio turnover rate

117%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

E Net investment income per share has been calculated based on average shares outstanding during the period.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Growth Opportunities Portfolio

Fidelity Variable Insurance Products: High Income Portfolio - Service Class 2
Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the past 10 years total return would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: High Income -
Service Class 2

-22.87%

1.35%

9.78%

ML High Yield Master II

-5.12%

4.76%

11.12%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Merrill Lynch High Yield Master II Index - a market value-weighted index of all domestic and yankee high-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3, but are not in default. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

This fund includes high yielding, lower rated securities which are subject to greater price volatility and may involve greater risk of default. The market for these securities may be less liquid.


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: High Income Portfolio - Service Class 2 on December 31, 1990. As the chart shows, by December 31, 2000, the value of the investment would have grown to $25,430 - a 154.30% increase on the initial investment. For comparison, look at how the Merrill Lynch High Yield Master II Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $28,697 - a 186.97% increase.

Investment Summary

Top Five Holdings as of December 31, 2000

(by issuer, excluding cash equivalents)

% of fund's
net assets

Nextel Communications, Inc.

5.3

XO Communications, Inc.

4.2

Allied Waste North America, Inc.

2.5

CSC Holdings, Inc.

2.5

EchoStar Communications Corp.

2.2

16.7

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Utilities

31.9

Media & Leisure

25.6

Basic Industries

7.5

Energy

4.9

Technology

4.9

Quality Diversification as of December 31, 2000

(Moody's Ratings)

% of fund's
investments

Aaa, Aa, A

0.0

Baa

0.0

Ba

8.3

B

46.6

Caa, Ca, C

13.8

Not Rated

3.3

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Unrated debt securities that are equivalent to Ba and below at December 31, 2000 account for 3.3% of the fund's investments.

Annual Report

Fidelity Variable Insurance Products: High Income Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Barry Coffman,
Portfolio Manager of
High Income Portfolio

Q. How did the fund perform, Barry?

A. It was a tough period for both the high-yield market and the fund. For the 12-month period that ended December 31, 2000, the fund significantly lagged the -5.12% return of the Merrill Lynch High Yield Master II Index.

Q. What caused the high-yield market to decline in 2000?

A. The dismal performance stemmed from a combination of factors, including rising bankruptcies among high-yield companies and increasing recession fears as the economy slowed. Demand for high-yield bonds was weak as evidenced by the net outflow of more than $10 billion from high-yield mutual funds. The significant growth of issuance from companies in the emerging telecommunications, technology and cable sectors made the market more sensitive to the downtrend in the stock market, particularly the NASDAQ, which also contributed to the market's poor performance.

Q. Why did the fund lag the index by such a wide margin?

A. Weak market environments generally result in a flight to quality, and that phenomenon was particularly pronounced during the period. The fund's overweighted position in lower-rated securities - particularly telecommunications and technology holdings - hurt performance. Many need incremental capital to fund out their business plans and the depressed prices of their securities put these companies at significant risk of running out of funds. I wasn't willing to throw in the towel and sell holdings at distressed levels, especially those that I believed remained fundamentally sound and would have access to capital in the future. Although I regret not paring back some of our telecommunications holdings when the market began to weaken in the summer, many of these securities began to rebound in December.

Q. Which of the fund's telecommunications holdings were hardest hit?

A. Competitive local exchange carriers (CLECs), which provide voice and data service to business customers, were among the poorest performers. For example, ICG was an early disappointment. It suffered initially from weaker-than-expected results, which led to an inability to raise additional capital, a wholesale turnover in management and, ultimately, its bankruptcy filing. That cast a pall over the entire CLEC sector, causing holdings such as WinStar and XO Communications (formerly Nextlink) to stumble. The overall weakness in the market hurt all companies that had significant capital needs, including international cable companies such as UnitedGlobalCom and NTL. In addition, companies that provide digital subscriber lines (DSL) - such as Covad Communications, Rhythms NetConnections and NorthPoint - also suffered substantial losses. While the demand for their services remained strong, they encountered trouble when some of the Internet service providers that distribute their services experienced difficulties.

Q. Where were the bright spots during the year?

A. Health care and energy were the best-performing sectors during the year. The bonds of HMO Oxford Health performed quite well when it posted strong gains thanks to control of its administrative and medical costs. In addition, the fund's holdings in kidney dialysis service provider Total Renal Care performed well when new management successfully turned the company around. Our stock holdings in Allied Waste, a large solid waste company, also did well thanks to its improving financial results.

Q. What's ahead for the high-yield market?

A. Considering how difficult last year was, it may be surprising that I'm very optimistic about 2001. The average high-yield bond is selling in the high 70s as a percentage of par - or face - value, with yields nearing 9% more than U.S. Treasury securities. These factors and others indicate that the market anticipates a tough time ahead, both from an economic and individual company standpoint. But many high-yield bonds are poised to do well if market conditions improve, as I believe they will. The market currently forecasts a default rate that exceeds the rate experienced in 1991 when we were in the midst of a recession and suffering through the bankruptcy of the largest high-yield dealer in the marketplace. In my view, bonds are priced with the worst-case scenario in mind. Actions by the Federal Reserve Board to cut interest rates should be very positive for the high-yield market, improving confidence and making credit more readily available.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks a high level of current income by investing primarily in all types of income-producing debt securities with an emphasis on lower-quality securities

Start date: September 19, 1985

Size: as of December 31, 2000, more than $1.6 billion

Manager: Barry Coffman, since 1990; joined Fidelity in 1986

3

Annual Report

Fidelity Variable Insurance Products: High Income Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Corporate Bonds - 68.6%

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Convertible Bonds - 2.5%

HEALTH - 0.9%

Medical Facilities Management - 0.9%

Total Renal Care
Holdings, Inc.:

7% 5/15/09 (f)

B3

$ 13,370,000

$ 11,097,100

7% 5/15/09

B3

5,000,000

4,150,000

15,247,100

MEDIA & LEISURE - 1.6%

Broadcasting - 1.6%

EchoStar Communications Corp. 4.875% 1/1/07 (f)

Caa2

35,665,000

26,659,588

TOTAL CONVERTIBLE BONDS

41,906,688

Nonconvertible Bonds - 66.1%

BASIC INDUSTRIES - 7.0%

Chemicals & Plastics - 4.9%

Acetex Corp. yankee 9.75% 10/1/03

B3

4,000,000

3,640,000

Avecia Group PLC 11% 7/1/09

B2

8,470,000

8,385,300

Foamex LP 13.5% 8/15/05

Caa2

5,000,000

3,000,000

Georgia Gulf Corp. 10.375% 11/1/07

B1

3,470,000

3,227,100

Huntsman Corp.:

9.5% 7/1/07 (f)

B2

10,240,000

6,041,600

9.5% 7/1/07 (f)

B2

33,195,000

19,585,050

Huntsman ICI Chemicals LLC 10.125% 7/1/09

B2

12,390,000

11,894,400

Huntsman ICI Holdings LLC 0% 12/31/09

B3

21,602,000

5,940,550

Lyondell Chemical Co.:

Series A, 9.625% 5/1/07

Ba3

3,740,000

3,627,800

Series B, 9.875% 5/1/07

Ba3

9,420,000

9,090,300

10.875% 5/1/09

B2

6,005,000

5,644,700

Sterling Chemicals, Inc. 11.75% 8/15/06

Caa3

6,328,000

3,164,000

83,240,800

Metals & Mining - 0.2%

Kaiser Aluminum & Chemical Corp. 9.875% 2/15/02

B2

3,660,000

3,220,800

Packaging & Containers - 1.5%

Gaylord Container Corp.:

9.375% 6/15/07

Caa1

14,080,000

8,729,600

9.75% 6/15/07

Caa1

7,285,000

4,589,550

Packaging Corp. of America 9.625% 4/1/09

B1

12,050,000

12,441,625

25,760,775

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Paper & Forest Products - 0.4%

Millar Western Forest Products Ltd. 9.875% 5/15/08

B2

$ 4,915,000

$ 3,882,850

Riverwood International Corp. 10.25% 4/1/06

B3

1,920,000

1,910,400

Stone Container Corp. 12.58% 8/1/16 (g)

B2

1,150,000

1,161,500

6,954,750

TOTAL BASIC INDUSTRIES

119,177,125

CONSTRUCTION & REAL ESTATE - 1.9%

Building Materials - 0.8%

American Standard, Inc. 7.375% 4/15/05

Ba2

8,425,000

8,151,188

International Utility Structures, Inc. 10.75% 2/1/08

Caa1

9,200,000

5,060,000

13,211,188

Real Estate - 1.1%

LNR Property Corp.:

9.375% 3/15/08

B1

13,465,000

12,185,825

10.5% 1/15/09

B1

7,040,000

6,652,800

18,838,625

TOTAL CONSTRUCTION & REAL ESTATE

32,049,813

DURABLES - 0.2%

Textiles & Apparel - 0.2%

Polymer Group, Inc.:

8.75% 3/1/08

B3

940,000

601,600

9% 7/1/07

B3

5,125,000

3,382,500

3,984,100

ENERGY - 4.1%

Coal - 0.5%

P&L Coal Holdings Corp. 9.625% 5/15/08

B2

7,680,000

7,641,600

Energy Services - 0.6%

Cliffs Drilling Co.:

Series B, 10.25% 5/15/03

Ba3

3,160,000

3,239,000

Series D, 10.25% 5/15/03

Ba3

2,500,000

2,562,500

DI Industries, Inc. 8.875% 7/1/07

B1

960,000

931,200

Ocean Rig Norway AS 10.25% 6/1/08

B3

4,550,000

3,958,500

10,691,200

Oil & Gas - 3.0%

Canadian Forest Oil Ltd. 8.75% 9/15/07

B2

3,670,000

3,596,600

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Chesapeake Energy Corp.:

Series B:

7.875% 3/15/04

B2

$ 4,086,000

$ 3,963,420

9.625% 5/1/05

B2

9,460,000

9,696,500

8.5% 3/15/12

B2

2,635,000

2,397,850

9.125% 4/15/06

B2

4,555,000

4,600,550

Cross Timbers Oil Co. Series B:

8.75% 11/1/09

B2

9,820,000

9,844,550

9.25% 4/1/07

B2

1,480,000

1,498,500

Nuevo Energy Co. 9.375% 10/1/10 (f)

B1

2,000,000

2,000,000

Plains Resources, Inc.:

Series B, 10.25% 3/15/06

B2

5,860,000

5,830,700

Series D, 10.25% 3/15/06

B2

4,585,000

4,562,075

10.25% 3/15/06 (f)

B2

3,020,000

3,050,200

51,040,945

TOTAL ENERGY

69,373,745

FINANCE - 0.2%

Credit & Other Finance - 0.2%

Delta Financial Corp. 9.5% 8/1/04

Caa2

1,350,000

607,500

Metris Companies, Inc. 10.125% 7/15/06

Ba3

2,805,000

2,356,200

PX Escrow Corp. 0% 2/1/06 (d)

Caa1

3,190,000

797,500

3,761,200

Insurance - 0.0%

Conseco, Inc. 8.75% 2/9/04

B1

960,000

672,000

TOTAL FINANCE

4,433,200

HEALTH - 0.6%

Medical Facilities Management - 0.6%

Mariner Post-Acute Network, Inc. 9.5% 11/1/07 (c)

C

11,630,000

1,163

Tenet Healthcare Corp.:

Series B, 9.25% 9/1/10

Ba1

4,020,000

4,356,675

8.125% 12/1/08

Ba3

1,080,000

1,085,400

Triad Hospitals Holdings, Inc. 11% 5/15/09

B3

3,640,000

3,849,300

9,292,538

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - 2.4%

Industrial Machinery & Equipment - 0.3%

Tenneco Automotive, Inc. 11.625% 10/15/09

B2

$ 2,800,000

$ 1,344,000

Thermadyne Holdings Corp. 0% 6/1/08 (d)

Caa3

11,470,000

458,800

Thermadyne Manufacturing LLC 9.875% 6/1/08

Caa2

4,130,000

2,684,500

Tokheim Corp. 11.375% 8/1/08 (c)

-

9,030,000

1,219,050

5,706,350

Pollution Control - 2.1%

Allied Waste North America, Inc.:

7.375% 1/1/04

Ba3

1,870,000

1,795,200

10% 8/1/09

B2

29,250,000

27,495,000

Envirosource, Inc.:

Series B, 9.75% 6/15/03

Caa3

4,900,000

1,470,000

9.75% 6/15/03

Caa3

16,511,000

4,953,300

35,713,500

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

41,419,850

MEDIA & LEISURE - 20.2%

Broadcasting - 15.4%

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

8.625% 4/1/09

B2

11,160,000

10,099,800

10.25% 1/15/10

B2

6,385,000

6,241,338

Citadel Broadcasting Co. 9.25% 11/15/08

B3

3,110,000

2,993,375

Diamond Cable Communications PLC yankee:

0% 2/15/07 (d)

B2

12,341,000

7,836,535

11.75% 12/15/05

B2

9,875,000

8,640,625

Earthwatch, Inc. 0% 7/15/07 (d)

-

16,560,000

9,936,000

EchoStar DBS Corp. 9.375% 2/1/09

B1

18,285,000

17,827,875

Fox Family Worldwide, Inc. 0% 11/1/07 (d)

B1

9,125,000

7,071,875

FrontierVision Holdings LP/FrontierVision Holdings Capital Corp. 0% 9/15/07 (d)

B2

210,000

180,600

Golden Sky DBS, Inc. 0% 3/1/07 (d)

Caa1

20,640,000

11,455,200

Impsat Fiber Networks, Inc. 13.75% 2/15/05

B3

1,945,000

1,264,250

International Cabletel, Inc. Series B, 0% 2/1/06 (d)

B2

24,504,000

21,318,480

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

MEDIA & LEISURE - continued

Broadcasting - continued

LIN Holdings Corp. 0% 3/1/08 (d)

B3

$ 8,678,000

$ 6,204,770

NorthPoint Communication Holdings, Inc. 12.875% 2/15/10

Caa2

9,320,000

699,000

NTL Communications Corp. 11.5% 10/1/08

B3

10,080,000

8,870,400

NTL, Inc. 0% 4/1/08 (d)

B3

10,900,000

5,995,000

Olympus Communications LP/Olympus Capital Corp. 10.625% 11/15/06

B2

5,245,000

4,851,625

Pegasus
Communications Corp.:

9.625% 10/15/05

B3

3,655,000

3,408,288

9.75% 12/1/06

B3

1,190,000

1,109,675

Satelites Mexicanos SA
de CV:

10.125% 11/1/04

B3

20,460,000

12,889,800

11.28% 6/30/04 (f)(g)

B1

10,954,000

9,584,750

Spectrasite Holdings, Inc.:

0% 4/15/09 (d)

B3

19,720,000

10,747,400

10.75% 3/15/10

B3

3,270,000

2,910,300

12.5% 11/15/10 (f)

B3

4,000,000

3,960,000

Telewest PLC 11% 10/1/07

B1

19,442,000

16,963,145

UIH Australia/Pacific, Inc.:

Series B, 0% 5/15/06 (d)

B2

40,240,000

26,960,800

Series D, 0% 5/15/06 (d)

B2

5,620,000

3,765,400

United International Holdings, Inc. 0% 2/15/08 (d)

B3

41,521,000

17,854,030

United Pan-Europe Communications NV:

0% 2/1/10 (d)

B2

23,795,000

6,900,550

10.875% 8/1/09

B2

13,240,000

8,473,600

11.25% 2/1/10

B2

6,005,000

3,903,250

11.5% 2/1/10

B2

1,210,000

810,700

261,728,436

Entertainment - 2.3%

Hollywood Entertainment Corp. 10.625% 8/15/04

Caa2

11,875,000

4,750,000

Mandalay Resort Group:

9.5% 8/1/08

Ba2

4,000,000

4,000,000

10.25% 8/1/07

Ba3

7,600,000

7,505,000

MGM Mirage, Inc. 9.75% 6/1/07

Ba2

5,940,000

6,207,300

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Park Place Entertainment Corp. 8.875% 9/15/08

Ba2

$ 8,080,000

$ 8,140,600

Premier Parks, Inc. 9.25% 4/1/06

B3

8,495,000

8,112,725

38,715,625

Lodging & Gaming - 1.8%

Circus Circus Enterprises, Inc. 9.25% 12/1/05

Ba3

1,180,000

1,156,400

Florida Panthers Holdings, Inc. 9.875% 4/15/09

B2

6,250,000

5,687,500

HMH Properties, Inc. Series A, 7.875% 8/1/05

Ba2

2,965,000

2,846,400

Horseshoe Gaming LLC 8.625% 5/15/09

B2

8,070,000

7,827,900

KSL Recreation Group, Inc. 10.25% 5/1/07

B2

6,060,000

5,938,800

Station Casinos, Inc. 8.875% 12/1/08

B1

595,000

583,100

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 12.25% 11/15/04

Caa1

6,195,000

6,164,025

30,204,125

Restaurants - 0.7%

AFC Enterprises, Inc. 10.25% 5/15/07

B2

11,925,000

10,911,375

NE Restaurant, Inc. 10.75% 7/15/08

B3

1,520,000

912,000

11,823,375

TOTAL MEDIA & LEISURE

342,471,561

NONDURABLES - 0.5%

Household Products - 0.5%

AKI Holding Corp. 0% 7/1/09 (d)

Caa1

9,120,000

3,420,000

AKI, Inc. 10.5% 7/1/08

B2

6,960,000

5,359,200

8,779,200

RETAIL & WHOLESALE - 0.8%

Apparel Stores - 0.6%

Mothers Work, Inc. 12.625% 8/1/05

B3

12,545,000

10,914,150

Specialty Retailers, Inc. 8.5% 7/15/05 (c)

Ca

18,870,000

188,700

11,102,850

Drug Stores - 0.2%

Rite Aid Corp. 10.5% 9/15/02 (f)

Caa1

4,285,000

2,785,250

Grocery Stores - 0.0%

Jitney-Jungle Stores of America, Inc. 12% 3/1/06 (c)

-

2,590,000

19,425

TOTAL RETAIL & WHOLESALE

13,907,525

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

SERVICES - 1.5%

Leasing & Rental - 0.0%

United Rentals, Inc. 9% 4/1/09

B2

$ 590,000

$ 438,075

Printing - 1.2%

American Color Graphics, Inc. 12.75% 8/1/05

Caa1

21,340,000

19,846,200

Services - 0.3%

AP Holdings, Inc. 0% 3/15/08 (d)

Caa2

2,470,000

172,900

Apcoa, Inc. 9.25% 3/15/08

Caa1

17,070,000

5,462,400

5,635,300

TOTAL SERVICES

25,919,575

TECHNOLOGY - 4.2%

Computer Services & Software - 2.2%

Colo.com 13.875% 3/15/10 unit (f)

-

12,770,000

8,045,100

Concentric Network Corp. 12.75% 12/15/07

B

12,760,000

10,973,600

Covad Communications Group, Inc.:

12% 2/15/10

Caa1

4,805,000

1,129,175

12.5% 2/15/09

Caa1

7,684,000

1,921,000

Exodus Communications, Inc.:

10.75% 12/15/09

B3

9,685,000

8,232,250

11.625% 7/15/10 (f)

B3

8,430,000

7,502,700

37,803,825

Computers & Office Equipment - 0.3%

Globix Corp. 12.5% 2/1/10

B-

14,995,000

5,248,250

Electronic Instruments - 0.8%

Telecommunications Techniques Co. LLC 9.75% 5/15/08

B3

15,085,000

12,973,100

Electronics - 0.9%

ChipPAC International Ltd. 12.75% 8/1/09

B3

3,040,000

2,508,000

Knowles Electronics Holdings, Inc. 13.125% 10/15/09

B3

3,500,000

3,255,000

Micron Technology, Inc. 6.5% 9/30/05 (h)

B3

10,000,000

8,200,000

Viasystems, Inc. 9.75% 6/1/07

B3

2,000,000

1,580,000

15,543,000

TOTAL TECHNOLOGY

71,568,175

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

TRANSPORTATION - 0.2%

Railroads - 0.2%

Kansas City Southern Railway Co. 9.5% 10/1/08 (f)

Ba2

$ 3,070,000

$ 3,146,750

UTILITIES - 22.3%

Cellular - 10.9%

AirGate PCS, Inc. 0% 10/1/09 (d)

Caa1

8,870,000

5,011,550

Crown Castle International Corp.:

0% 11/15/07 (d)

B3

8,025,000

6,319,688

10.75% 8/1/11

B3

6,195,000

6,442,800

Dobson Communications Corp. 10.875% 7/1/10

B3

9,805,000

9,608,900

Echostar Broadband Corp. 10.375% 10/1/07 (f)

B3

20,325,000

20,020,125

McCaw International Ltd. 0% 4/15/07 (d)

Caa1

30,735,000

18,441,000

Metrocall, Inc.:

9.75% 11/1/07

B3

4,200,000

798,000

10.375% 10/1/07

B3

11,330,000

2,152,700

11% 9/15/08

B3

2,280,000

433,200

Millicom International Cellular SA 0% 6/1/06 (d)

Caa1

34,520,000

27,098,200

Nextel Communications, Inc.:

9.375% 11/15/09

B1

14,610,000

13,514,250

12% 11/1/08

B1

2,495,000

2,619,750

Nextel International, Inc.:

0% 4/15/08 (d)

Caa1

21,475,000

10,737,500

12.75% 8/1/10 (f)

Caa1

17,525,000

14,107,625

Orbital Imaging Corp.:

11.625% 3/1/05

CCC

7,110,000

1,208,700

11.625% 3/1/05

CCC

3,680,000

625,600

Orion Network Systems, Inc.:

0% 1/15/07 (d)

B2

9,030,000

2,257,500

11.25% 1/15/07

B2

5,800,000

1,856,000

PageMart Nationwide, Inc. 15% 2/1/05

B3

23,040,000

13,824,000

ProNet, Inc. 11.875% 6/15/05

B3

1,180,000

295,000

TeleCorp PCS, Inc. 0% 4/15/09 (d)

B3

11,905,000

8,125,163

Telesystem International Wireless, Inc. yankee:

Series B, 0% 6/30/07 (d)

Caa1

20,940,000

8,585,400

0% 11/1/07 (d)

Caa1

21,630,000

6,705,300

Corporate Bonds - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Nonconvertible Bonds - continued

UTILITIES - continued

Cellular - continued

Tritel PCS, Inc. 0% 5/15/09 (d)

B3

$ 4,175,000

$ 2,839,000

Triton PCS, Inc. 0% 5/1/08 (d)

B3

920,000

726,800

184,353,751

Electric Utility - 1.8%

AES Corp.:

8.5% 11/1/07

Ba3

4,740,000

4,574,100

8.75% 12/15/02

Ba1

7,000,000

7,035,000

9.375% 9/15/10

Ba1

10,770,000

11,012,325

CMS Energy Corp. 9.875% 10/15/07

Ba3

7,945,000

8,262,800

30,884,225

Telephone Services - 9.6%

Allegiance Telecom, Inc. 0% 2/15/08 (d)

B3

11,359,000

7,014,183

Asia Global Crossing Ltd. 13.375% 10/15/10 (f)

B2

8,880,000

7,659,000

AXXENT, Inc. 15% 12/30/04 (h)

-

17,227,552

11,197,909

Bestel SA de CV 0% 5/15/05 (d)

-

5,075,000

2,943,500

FirstWorld Communications, Inc. 0% 4/15/08 (d)

-

41,865,000

3,767,850

Flag Telecom Holdings Ltd. 11.625% 3/30/10

B2

4,000,000

3,120,000

Global Crossing Holdings Ltd. 9.5% 11/15/09

Ba2

9,620,000

9,090,900

Hyperion Telecommunications, Inc.:

0% 4/15/03 (d)

B3

14,940,000

11,055,600

12% 11/1/07

Caa1

3,600,000

1,728,000

12.25% 9/1/04

B3

4,680,000

3,650,400

ICG Holdings, Inc.:

0% 5/1/06 (c)(d)

Ca

7,545,000

754,500

13.5% 9/15/05 (c)

Ca

21,190,000

2,330,900

ICG Services, Inc.:

0% 2/15/08 (c)(d)

Ca

22,030,000

1,762,400

0% 5/1/08 (c)(d)

Ca

2,890,000

231,200

Insight Midwest LP/Insight Capital, Inc. 10.5% 11/1/10 (f)

B1

6,395,000

6,602,838

Intermedia Communications, Inc.:

0% 7/15/07 (d)

B2

7,235,000

4,341,000

8.6% 6/1/08

B2

450,000

315,000

8.875% 11/1/07

B2

1,130,000

791,000

KMC Telecom Holdings, Inc.:

0% 2/15/08 (d)

Caa2

25,355,000

2,852,438

13.5% 5/15/09

Caa2

7,875,000

2,283,750

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

Metromedia Fiber Network, Inc. 10% 11/15/08

B2

$ 16,175,000

$ 13,587,000

NEXTLINK Communications, Inc.:

0% 12/1/09 (d)

B2

10,025,000

4,060,125

10.75% 11/15/08

B3

4,450,000

3,671,250

10.75% 6/1/09

B2

6,580,000

5,428,500

Pathnet, Inc. 12.25% 4/15/08

-

20,255,000

2,025,500

Rhythms
NetConnections, Inc.:

Series B:

0% 5/15/08 (d)

Caa1

20,810,000

2,705,300

14% 2/15/10

Caa1

7,810,000

2,108,700

12.75% 4/15/09

Caa1

8,475,000

2,457,750

RSL Communications Ltd./RSL Communications PLC 12.25% 11/15/06

Caa3

6,406,000

320,300

RSL Communications PLC 9.875% 11/15/09

Caa3

6,815,000

340,750

Teligent, Inc. 11.5% 12/1/07

Caa1

12,310,000

1,600,300

WinStar
Communications, Inc.:

0% 4/15/10 (d)

B3

20,039,000

6,011,700

12.5% 4/15/08

B3

21,685,000

15,396,350

12.75% 4/15/10

B3

22,308,000

15,615,600

Worldwide Fiber, Inc. 12% 8/1/09

B3

5,780,000

4,277,200

163,098,693

TOTAL UTILITIES

378,336,669

TOTAL NONCONVERTIBLE BONDS

1,123,859,826

TOTAL CORPORATE BONDS

(Cost $1,611,694,907)

1,165,766,514

Asset-Backed Securities - 0.1%

Airplanes pass through trust 10.875% 3/15/19
(Cost $3,223,982)

Ba2

2,920,000

2,087,800

Commercial Mortgage Securities - 1.7%

Commercial Mortgage Asset Trust Series 1999-C1 Class F, 6.25% 11/17/13 (f)

Ba1

4,750,000

3,418,516

Danmall Finance, Inc.
Series 1 Class D, 13.12% 10/21/24

-

4,853,632

4,874,867

Commercial Mortgage Securities - continued

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

LB Multifamily Mortgage Trust Series 1991-4 Class A1, 8.375% 4/25/21 (g)

Caa1

$ 2,245,825

$ 1,796,660

Meritor Mortgage Security Corp. Series 1987-1 Class B, 9.4% 2/1/10 (f)

-

1,350,000

113,805

Mortgage Capital Funding, Inc. Series 1998-MC3 Class F, 7.3172% 11/18/31 (f)(g)

Ba1

4,500,000

3,607,031

Nationslink Funding Corp. Series 1998-2 Class F, 7.105% 8/20/30

BB

4,500,000

3,637,969

Nomura Asset Securities Corp. Series 1998-D6 Class B1, 6% 3/15/30

BB+

2,553,000

1,824,597

Nomura Depositor Trust:

floater Series 1998-ST1A Class B2, 10.8698% 1/15/03 (f)(g)

-

2,200,000

2,053,563

Series 1998-ST1A Class B1A, 9.3698% 1/15/03 (f)(g)

-

4,000,000

4,268,125

Structured Asset Securities Corp.:

Series 1994-C1 Class F, 6.87% 8/25/26

B

2,600,000

2,137,586

Series 1995-C1 Class F, 7.375% 9/25/24 (f)

-

2,000,000

1,684,141

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $27,511,704)

29,416,860

Common Stocks - 5.3%

Shares

BASIC INDUSTRIES - 0.5%

Chemicals & Plastics - 0.0%

Sterling Chemicals Holdings, Inc. warrants 8/15/08 (a)

340

680

Iron & Steel - 0.0%

AK Steel Holding Corp.

6,500

56,875

Packaging & Containers - 0.5%

Packaging Corp. of America

464,200

7,485,225

TOTAL BASIC INDUSTRIES

7,542,780

CONSTRUCTION & REAL ESTATE - 0.4%

Building Materials - 0.1%

International Utility Structures, Inc. unit (a)

2,500

1,125,000

Real Estate - 0.3%

LNR Property Corp.

248,600

5,469,200

Shares

Value (Note 1)

Real Estate Investment Trusts - 0.0%

Swerdlow Real Estate Group, Inc.:

Class A (h)

79,800

$ 1

Class B (h)

19,817

0

1

TOTAL CONSTRUCTION & REAL ESTATE

6,594,201

DURABLES - 0.3%

Textiles & Apparel - 0.3%

Arena Brands Holdings Corp. Class B (a)

48,889

1,222,225

Polymer Group, Inc.

628,300

3,377,113

4,599,338

ENERGY - 0.8%

Oil & Gas - 0.8%

Plains Resources, Inc. (a)

674,400

14,246,700

FINANCE - 0.0%

Credit & Other Finance - 0.0%

Arcadia Financial Ltd. warrants 3/15/07 (a)

498

1

Delta Financial Corp. warrants 12/31/10 (a)

14,310

143

144

Securities Industry - 0.0%

ECM Corp. LP (f)

3,000

252,000

TOTAL FINANCE

252,144

HEALTH - 0.0%

Medical Equipment & Supplies - 0.0%

Wright Medical Technology, Inc. warrants 6/30/03 (a)

3,212

0

INDUSTRIAL MACHINERY & EQUIPMENT - 0.8%

Industrial Machinery & Equipment - 0.1%

Terex Corp. (a)

90,000

1,456,875

Pollution Control - 0.7%

Allied Waste Industries, Inc. (a)

873,000

12,713,063

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

14,169,938

MEDIA & LEISURE - 1.1%

Broadcasting - 0.8%

Benedek Communications Corp. warrants 7/1/07 (a)

57,600

2,880

Citadel Communications Corp. (a)

152,400

1,828,800

CS Wireless Systems, Inc. (a)(f)

1,024

10

EchoStar Communications Corp.
Class A (a)

456,700

10,389,925

Pegasus Communications Corp. (a)

50,000

1,287,500

UIH Australia/Pacific, Inc. warrants 5/15/06 (a)

26,805

26,805

13,535,920

Common Stocks - continued

Shares

Value (Note 1)

MEDIA & LEISURE - continued

Entertainment - 0.3%

Six Flags, Inc. (a)

300,000

$ 5,156,250

Lodging & Gaming - 0.0%

Harrah's Entertainment, Inc. (a)

8,600

226,825

Motels of America, Inc. (a)

3,000

36,000

262,825

TOTAL MEDIA & LEISURE

18,954,995

RETAIL & WHOLESALE - 0.6%

Apparel Stores - 0.2%

Mothers Work, Inc. (a)(e)

294,100

2,922,619

Mothers Work, Inc. (a)(h)

2,952

29,336

2,951,955

Grocery Stores - 0.4%

Pathmark Stores, Inc. (a)

440,657

7,270,841

TOTAL RETAIL & WHOLESALE

10,222,796

TECHNOLOGY - 0.6%

Computer Services & Software - 0.0%

DecisionOne Corp. (a)

16,846

168

DecisionOne Corp.:

Class A warrants 4/18/07 (a)

9,890

1

Class B warrants 4/18/07 (a)

17,041

2

Class C warrants 4/18/07 (a)

10,108

1

Vast Solutions, Inc.:

Class B1 (a)

12,160

122

Class B2 (a)

12,160

122

Class B3 (a)

12,160

122

538

Computers & Office Equipment - 0.0%

Ampex Corp. Class A (a)

9,600

3,600

Electronics - 0.6%

Fairchild Semiconductor International, Inc. Class A (a)

750,000

10,828,125

Insilco Corp. warrants 8/15/07 (a)

7,380

7

10,828,132

TOTAL TECHNOLOGY

10,832,270

UTILITIES - 0.2%

Cellular - 0.1%

Arch Wireless, Inc. (a)

256,040

160,025

Loral Orion Network Systems, Inc.:

warrants 1/15/07 (CV ratio .47) (a)

45,930

68,895

warrants 1/15/07 (CV ratio .6) (a)

5,585

11,170

McCaw International Ltd. warrants 4/16/07 (a)(f)

42,305

423,050

WebLink Wireless, Inc. Class A (a)

273,934

941,648

1,604,788

Shares

Value (Note 1)

Telephone Services - 0.1%

AXXENT, Inc. Class B (a)

448,319

$ 352,866

Bestel SA de CV warrants 5/13/05 (a)(f)

8,075

888,250

KMC Telecom Holdings, Inc. warrants 4/15/08 (a)(f)

12,650

25,300

Pathnet, Inc. warrants 4/15/08 (a)(f)

20,255

202,550

1,468,966

TOTAL UTILITIES

3,073,754

TOTAL COMMON STOCKS

(Cost $118,180,589)

90,488,916

Preferred Stocks - 12.5%

Convertible Preferred Stocks - 0.8%

MEDIA & LEISURE - 0.0%

Broadcasting - 0.0%

Earthwatch, Inc. Series C, $0.2975 (f)

813,014

203,254

UTILITIES - 0.8%

Telephone Services - 0.8%

Global Crossing Ltd. $6.375

250,000

12,797,000

TOTAL CONVERTIBLE PREFERRED STOCKS

13,000,254

Nonconvertible Preferred Stocks - 11.7%

CONSTRUCTION & REAL ESTATE - 0.7%

Building Materials - 0.1%

International Utility Structures, Inc. $130.00 pay-in-kind (f)

921

414,450

Real Estate Investment Trusts - 0.6%

Swerdlow Real Estate Group, Inc.:

junior (h)

19,817

63,170

mezzanine (h)

79,800

1,039,804

senior (h)

79,800

9,499,254

10,602,228

TOTAL CONSTRUCTION & REAL ESTATE

11,016,678

FINANCE - 0.5%

Insurance - 0.5%

American Annuity Group Capital Trust II $88.75

8,910

8,903,924

MEDIA & LEISURE - 2.5%

Broadcasting - 2.5%

CSC Holdings, Inc.:

Series H, $11.75 pay-in-kind

200,061

21,006,405

Series M, $11.125 pay-in-kind

209,121

21,748,584

Granite Broadcasting Corp. $127.50 pay-in-kind

4,812

529,320

43,284,309

Preferred Stocks - continued

Shares

Value (Note 1)

Nonconvertible Preferred Stocks - continued

TECHNOLOGY - 0.0%

Computers & Office Equipment - 0.0%

Ampex Corp. 8% non-cumulative

410

$ 639,600

UTILITIES - 8.0%

Cellular - 4.3%

Nextel Communications, Inc.:

Series D, $130.00 pay-in-kind

39,538

36,770,340

Series E, $111.25 pay-in-kind

43,620

36,204,600

72,974,940

Telephone Services - 3.7%

Adelphia Business Solution, Inc. Series B, $128.75 pay-in-kind

3,183

700,260

e.spire Communications, Inc. $127.50 pay-in-kind

18,283

2,376,790

Intermedia Communications, Inc. Series B, $135.00 pay-in-kind

22,378

11,189,000

XO Communications, Inc.:

$135.00 pay-in-kind

25,905

10,362,000

$7.00 pay-in-kind

1,198,675

38,357,592

62,985,642

TOTAL UTILITIES

135,960,582

TOTAL NONCONVERTIBLE PREFERRED STOCKS

199,805,093

TOTAL PREFERRED STOCKS

(Cost $292,561,841)

212,805,347

Floating Rate Loans - 2.0%

Moody's Ratings (unaudited) (b)

Principal Amount

DURABLES - 0.2%

Textiles & Apparel - 0.2%

Synthetic Industries, Inc. term loan 17% 6/14/08 (g)

-

$ 3,600,000

2,880,000

HEALTH - 0.1%

Medical Facilities Management - 0.1%

DaVita, Inc. term loan 10.5032% 3/31/06 (g)

Ba2

2,302,790

2,282,640

INDUSTRIAL MACHINERY & EQUIPMENT - 0.8%

Pollution Control - 0.8%

Allied Waste North America, Inc.:

Tranche B term loan 9.365% 7/21/06 (g)

Ba3

6,603,304

6,273,139

Tranche C term loan 9.6896% 7/21/07 (g)

Ba3

7,923,968

7,527,770

13,800,909

Moody's Ratings (unaudited) (b)

Principal Amount

Value
(Note 1)

MEDIA & LEISURE - 0.2%

Broadcasting - 0.2%

Charter Communication Operating LLC Tranche B term loan 9.26% 3/18/08 (g)

Ba3

$ 2,500,000

$ 2,487,500

TECHNOLOGY - 0.1%

Electronic Instruments - 0.1%

Acterna LLC Tranche B term loan 9.6881% 9/30/07 (g)

-

1,984,314

1,984,314

UTILITIES - 0.6%

Cellular - 0.6%

Cook Inlet/Voicestream Operating Co. LLC Tranche B term loan 10.5% 12/31/08 (g)

B2

5,000,000

5,050,000

VoiceStream PCS Holding LLC Tranche B term loan 9.64% 2/25/09 (g)

B+

5,000,000

4,937,500

9,987,500

TOTAL FLOATING RATE LOANS

(Cost $33,976,660)

33,422,863

Cash Equivalents - 10.2%

Maturity Amount

Investments in repurchase agreements:

(U.S. Government Obligations), in a joint trading account at 3.5%, dated 12/29/00 due 1/2/01

$ 3,000,166

2,999,000

(U.S. Treasury Obligations), in a joint trading account at 6.06%, dated 12/29/00 due 1/2/01

169,993,428

169,879,000

TOTAL CASH EQUIVALENTS

(Cost $172,878,000)

172,878,000

TOTAL INVESTMENT
PORTFOLIO - 100.4%

(Cost $2,260,027,683)

1,706,866,300

NET OTHER ASSETS - (0.4)%

(7,324,640)

NET ASSETS - 100%

$ 1,699,541,660

Legend

(a) Non-income producing

(b) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(c) Non-income producing - issuer filed for protection under the Federal Bankruptcy Code or is in default of interest payment.

(d) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(e) Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Mothers Work, Inc.

$ -

$ 112,038

$ -

$ 2,922,619

(f) Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $169,401,721 or 10.0%
of net assets.

(g) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

AXXENT, Inc. 15% 12/30/04

12/31/97 - 12/31/00

$ 16,695,295

Micron Technology, Inc. 6.5%
9/30/05

3/3/99 - 10/7/99

$ 7,794,500

Mothers Work, Inc.

6/18/98

$ 26,172

Swerdlow Real Estate Group, Inc.
Class A

1/15/99

$ 11,132

Swerdlow Real Estate Group, Inc.
Class B

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc.
junior

1/15/99

$ 2,760

Swerdlow Real Estate Group, Inc.
mezzanine

1/15/99

$ 78,520

Swerdlow Real Estate Group, Inc.
senior

1/15/99

$ 7,618,828

Other Information

Purchases and sales of securities, other than short-term securities,
aggregated $1,367,610,429 and $1,583,710,355.

The fund placed a portion of its portfolio transactions with brokerage
firms which are affiliates of Fidelity Management & Research Company.
The commissions paid to these affiliated firms were $18,227 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule144A issues) amounted to $30,029,474 or 1.8% of net assets.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $6,134,667. The weighted average interest rate was 6.62%. Interest earned from the interfund lending program amounted to $3,385 and is included in interest income on the Statement of Operations.

The fund participated in the bank borrowing program. The average daily loan balance during the period for which loans were outstanding amounted to $10,243,000. The weighted average interest rate was 6.73%.

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

88.2%

Canada

2.7

United Kingdom

2.5

Bermuda

2.0

Mexico

1.7

Luxembourg

1.6

Netherlands

1.1

Others (individually less than 1%)

0.2

100.0%

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

0.0%

AAA, AA, A

0.0%

Baa

0.0%

BBB

0.0%

Ba

8.0%

BB

8.9%

B

45.2%

B

49.2%

Caa

13.4%

CCC

4.8%

Ca, C

0.3%

CC, C

0.0%

D

0.4%

The percentage not rated by Moody's or S&P amounted to 3.4%. FMR has determined that unrated debt securities that are lower quality account for 3.3% of the total value of investment in securities.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $2,262,350,673. Net unrealized depreciation aggregated $555,484,373, of which $32,501,399 related to appreciated investment securities and $587,985,772 related to depreciated
investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $456,970,000 of which $78,331,000 and $378,639,000 will expire on December 31, 2007 and 2008, respectively.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Fidelity Variable Insurance Products: High Income Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at
value (including repurchase
agreements of $172,878,000)
(cost $2,260,027,683) -
See accompanying schedule

$ 1,706,866,300

Cash

81,618

Receivable for investments sold

909,291

Receivable for fund shares sold

9,259,795

Dividends receivable

1,669,497

Interest receivable

33,004,370

Other receivables

257,620

Total assets

1,752,048,491

Liabilities

Payable for investments purchased

$ 23,028,672

Payable for fund shares redeemed

28,463,937

Accrued management fee

796,357

Distribution fees payable

19,345

Other payables and
accrued expenses

198,520

Total liabilities

52,506,831

Net Assets

$ 1,699,541,660

Net Assets consist of:

Paid in capital

$ 2,419,459,983

Undistributed net investment income

308,860,512

Accumulated undistributed net realized gain (loss) on investments and foreign
currency transactions

(475,617,452)

Net unrealized appreciation (depreciation) on investments

(553,161,383)

Net Assets

$ 1,699,541,660

Initial Class:
Net Asset Value, offering price
and redemption price per share
($1,467,250,179 ÷
179,380,928 shares)

$8.18

Service Class:
Net Asset Value, offering price
and redemption price per share
($227,549,270 ÷
27,906,721 shares)

$8.15

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($4,742,211 ÷ 583,022
shares)

$8.13

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 33,803,470

Interest

221,810,581

Total income

255,614,051

Expenses

Management fee

$ 12,209,629

Transfer agent fees

1,360,229

Distribution fees

254,922

Accounting fees and expenses

579,071

Non-interested trustees' compensation

9,908

Custodian fees and expenses

64,035

Registration fees

4,288

Audit

49,611

Legal

18,749

Interest

5,745

Miscellaneous

74,925

Total expenses before reductions

14,631,112

Expense reductions

(46,930)

14,584,182

Net investment income

241,029,869

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including
realized loss of $45,477
on sales of investments in
affiliated issuers)

(394,807,789)

Foreign currency transactions

(1,885)

(394,809,674)

Change in net unrealized appreciation (depreciation)
on investment securities

(345,968,584)

Net gain (loss)

(740,778,258)

Net increase (decrease) in net assets resulting from operations

$ (499,748,389)

Other Information

Expense reductions
Directed brokerage arrangements

$ 31,769

Custodian credits

15,161

$ 46,930

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: High Income Portfolio

Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 241,029,869

$ 247,259,596

Net realized gain (loss)

(394,809,674)

(96,179,624)

Change in net unrealized appreciation (depreciation)

(345,968,584)

55,361,896

Net increase (decrease) in net assets resulting from operations

(499,748,389)

206,441,868

Distributions to shareholders
From net investment income

(160,774,241)

(232,085,602)

From net realized gain

-

(6,657,693)

In excess of net realized gain

-

(877,958)

Total distributions

(160,774,241)

(239,621,253)

Share transactions - net increase (decrease)

(151,517,210)

66,219,533

Total increase (decrease) in net assets

(812,039,840)

33,040,148

Net Assets

Beginning of period

2,511,581,500

2,478,541,352

End of period (including undistributed net investment income of $308,860,512 and $245,962,442, respectively)

$ 1,699,541,660

$ 2,511,581,500

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

68,262,740

$ 656,033,666

101,971,137

$ 1,140,554,728

Reinvested

13,813,362

144,073,366

20,936,841

226,536,621

Redeemed

(102,114,895)

(1,010,388,142)

(127,141,526)

(1,424,987,101)

Net increase (decrease)

(20,038,793)

$ (210,281,110)

(4,233,548)

$ (57,895,752)

Service Class
Sold

14,344,038

$ 139,520,383

15,936,772

$ 177,176,136

Reinvested

1,603,673

16,694,232

1,211,540

13,084,632

Redeemed

(10,538,595)

(102,893,478)

(5,904,384)

(66,145,483)

Net increase (decrease)

5,409,116

$ 53,321,137

11,243,928

$ 124,115,285

Service Class 2 A
Sold

583,490

$ 5,445,535

Reinvested

639

6,643

Redeemed

(1,107)

(9,415)

Net increase (decrease)

583,022

$ 5,442,763

Distributions

From net investment income
Initial Class

$ 144,073,366

$ 219,412,458

Service Class

16,694,232

12,673,144

Service Class 2 A

6,643

-

Total

$ 160,774,241

$ 232,085,602

From net realized gain
Initial Class

$ -

$ 6,294,147

Service Class

-

363,546

Service Class 2 A

-

-

Total

$ -

$ 6,657,693

In excess of net realized gain
Initial Class

$ -

$ 830,017

Service Class

-

47,941

Service Class 2 A

-

-

Total

$ -

$ 877,958

$ 160,774,241

$ 239,621,253

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 11.320

$ 11.530

$ 13.580

$ 12.520

$ 12.050

Income from Investment Operations

Net investment income

1.123 D

1.095 D

1.111 D

1.124 D

.927

Net realized and unrealized gain (loss)

(3.513)

(.195)

(1.591)

.936

.643

Total from investment operations

(2.390)

.900

(.480)

2.060

1.570

Less Distributions

From net investment income

(.750)

(1.075) G

(.970)

(.890)

(.920)

From net realized gain

-

(.030) G

(.600)

(.110)

(.180)

In excess of net realized gain

-

(.005) G

-

-

-

Total distributions

(.750)

(1.110)

(1.570)

(1.000)

(1.100)

Net asset value, end of period

$ 8.180

$ 11.320

$ 11.530

$ 13.580

$ 12.520

Total Return B, C

(22.54)%

8.25%

(4.33)%

17.67%

14.03%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 1,467,250

$ 2,257,610

$ 2,348,954

$ 2,329,516

$ 1,588,822

Ratio of expenses to average net assets

.68%

.69%

.70%

.71%

.71%

Ratio of net investment income to average net assets

11.38%

9.80%

9.14%

8.88%

9.09%

Portfolio turnover rate

68%

82%

92%

118%

123%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 11.290

$ 11.520

$ 13.570

$ 13.380

Income from Investment Operations

Net investment income D

1.102

1.074

1.082

.203

Net realized and unrealized gain (loss)

(3.502)

(.194)

(1.562)

(.013)

Total from investment operations

(2.400)

.880

(.480)

.190

Less Distributions

From net investment income

(.740)

(1.075) G

(.970)

-

From net realized gain

-

(.030) G

(.600)

-

In excess of net realized gain

-

(.005) G

-

-

Total distributions

(.740)

(1.110)

(1.570)

-

Net asset value, end of period

$ 8.150

$ 11.290

$ 11.520

$ 13.570

Total Return B, C

(22.68)%

8.08%

(4.34)%

1.42%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 227,549

$ 253,972

$ 129,587

$ 2,919

Ratio of expenses to average net assets

.78%

.79%

.82%

.81% A

Ratio of expenses to average net assets after expense reductions

.78%

.79%

.82%

.80% A, F

Ratio of net investment income to average net assets

11.28%

9.69%

9.51%

10.75% A

Portfolio turnover rate

68%

82%

92%

118%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G The amounts shown reflect certain reclassifications related to book to tax differences.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 11.140

Income from Investment Operations

Net investment income D

.936

Net realized and unrealized gain (loss)

(3.206)

Total from investment operations

(2.270)

Less Distributions

From net investment income

(.740)

Net asset value, end of period

$ 8.130

Total Return B, C

(21.83)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,742

Ratio of expenses to average net assets

1.01% A

Ratio of net investment income to average net assets

11.04% A

Portfolio turnover rate

68%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total return would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

See accompanying notes which are an integral part of the financial statements.

High Income Portfolio

Fidelity Variable Insurance Products: Index 500 Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee), and returns prior to January 12, 2000 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Life of
fund

Fidelity VIP: Index 500 -
Service Class 2

-9.52%

17.93%

16.92%

S&P 500

-9.10%

18.33%

17.30%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's 500 Index - a market capitalization-weighted index of common stocks. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, August 27, 1992.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Index 500 Portfolio - Service Class 2 on August 27, 1992, when the fund started. As the chart shows, by December 31, 2000 the value of the investment would have grown to $36,880 - a 268.80% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $37,896 - a 278.96% increase.

Investment Summary

Top Ten Stocks as of December 31, 2000

% of fund's
net assets

General Electric Co.

4.0

Exxon Mobil Corp.

2.6

Pfizer, Inc.

2.5

Cisco Systems, Inc.

2.3

Citigroup, Inc.

2.2

Wal-Mart Stores, Inc.

2.0

Microsoft Corp.

2.0

American International Group, Inc.

1.9

Merck & Co., Inc.

1.8

Intel Corp.

1.7

23.0

Top Ten Market Sectors as of December 31, 2000

% of fund's
net assets

Technology

21.9

Finance

17.4

Health

13.2

Utilities

9.7

Nondurables

6.5

Energy

6.5

Industrial Machinery & Equipment

6.0

Retail & Wholesale

5.8

Media & Leisure

3.9

Basic Industries

3.2

Annual Report

Fidelity Variable Insurance Products: Index 500 Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
James Creighton, who oversees the Index 500
Portfolio's investment
management personnel
as Managing Director for Bankers Trust, sub-adviser of the fund

Q. How did the fund perform, Jim?

A. For the 12-month period that ended December 31, 2000, the fund closely tracked the -9.10% return of the Standard & Poor's 500 Index.

Q. How would you describe the market environment during the past year?

A. It was a challenging environment, one marked by historically high levels of volatility, rapid sector rotations and dramatic style shifts. Technology stocks took center stage early in the period, leading the market's narrow advances. Investors went on a speculative binge in the pursuit of growth, snapping up shares of those companies expected to fuel the new economy. However, the tech bubble burst entering the spring, as the threat of higher interest rates and a sudden loss of confidence in valuation levels sent investors fleeing for stability elsewhere in the market. Given its one-third weighting in technology at the time, the S&P 500 lost more than 11% of its value just weeks after reaching its all-time high on March 27. Bargain hunting buoyed tech stocks in late May and June, as investors - sensing a slowing economy and possibly an end to the Federal Reserve Board's yearlong tightening cycle - began to ease their way back into the market. Earnings worries related to a decelerating economy, however, tempered optimism surrounding rates and spawned confusion and persistent volatility during the summer months. With the Fed choosing not to raise rates in August, stocks staged a "relief rally," lifting the S&P 500 to within points of its record high. However, it was all downhill from there.

Q. What changed the tone in the market?

A. Historically high energy prices and a deeply depressed European currency combined to further dampen the economy and cast a pall over growth stocks. One by one, companies from every industry in the tech sector were belted for failing to meet the Street's earnings forecasts, proving that even tech stocks were not immune to slowdowns and interest-rate cycles. If economic uncertainty wasn't enough reason to keep investors on the sidelines, political uncertainty surrounding an unresolved presidential election further intensified the pessimism that pervaded the market during the fall. Value stocks gained market leadership, as investors poured into economically sensitive cyclical and defensive stocks. The top-performing sectors during the period reflect this style rotation, with health care, finance and energy all posting double-digit returns. However, that wasn't enough to overcome the downturn in the technology sector and prevent the index from posting its first down year in a decade.

Q. Along with technology, which areas of the market suffered the most?

A. First, let me illustrate just how bad it was for big-cap tech stocks during the period. In sharp contrast to 1999, when seven out of the top-10 contributors in the S&P were tech names, there were zero in 2000. In fact, there were only three in the index's top 50 - EMC, Nortel and Oracle. Conversely, there were plenty on the bottom of the list, namely Microsoft, Lucent, Cisco and America Online. Also bringing up the rear were traditional telephone utilities, such as AT&T and WorldCom, which suffered from pricing pressures and increased competition in the consumer long-distance market. A slowdown in advertising spending, among other things, weighed on media stocks, while moderating consumer spending plagued retailing issues.

Q. What drove the market's top sectors during the period?

A. The health sector shined, thanks to the strength of big drug stocks such as Merck, Pfizer and Eli Lilly, which benefited from industry consolidation, strong product pipelines and favorable legislation. In finance, it was the companies involved in higher-growth businesses that performed the best. Insurance stocks, including American International Group, and diversified financials, such as Citigroup, led the way during the period. Finally, energy stocks, particularly the services companies, benefited from a favorable global supply/demand picture.

Q. What's your outlook?

A. Recent economic data suggests that the economy may be slowing more than the Fed originally intended, which leads me to believe that interest-rate cuts could be on the horizon. Although generally positive for stocks, rate cuts usually take six to nine months to take effect in the economy. The prospect of lower rates, declining energy costs and higher stock prices should ultimately cause a gradual re-acceleration in both consumer and capital spending. However, until then, corporations may continue to disappoint on the earnings front, which could keep the markets off balance.

The views expressed in this report reflect those of Bankers Trust only through the end of the period of the report as stated on the cover. Any such views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: to provide returns that correspond to those of the S&P 500 index

Start date: August 27, 1992

Size: as of December 31, 2000, more than $4.1 billion

Manager: Bankers Trust, since 1997

3

Annual Report

Fidelity Variable Insurance Products: Index 500 Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 99.4%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 1.8%

Aerospace & Defense - 1.6%

BFGoodrich Co.

38,200

$ 1,389,525

Boeing Co.

320,068

21,124,488

Honeywell International, Inc.

320,625

15,169,570

ITT Industries, Inc.

32,900

1,274,875

Lockheed Martin Corp.

145,486

4,939,250

Northrop Grumman Corp.

24,100

2,000,300

Rockwell International Corp.

65,700

3,128,963

Textron, Inc.

51,600

2,399,400

United Technologies Corp.

164,700

12,949,538

64,375,909

Defense Electronics - 0.1%

Raytheon Co. Class B

117,200

3,640,525

Ship Building & Repair - 0.1%

General Dynamics Corp.

69,600

5,428,800

TOTAL AEROSPACE & DEFENSE

73,445,234

BASIC INDUSTRIES - 3.2%

Chemicals & Plastics - 1.9%

Air Products & Chemicals, Inc.

80,200

3,288,200

Ashland, Inc.

24,800

890,072

Avery Dennison Corp.

39,100

2,145,613

Dow Chemical Co.

237,400

8,694,775

E.I. du Pont de Nemours and Co.

365,879

17,676,529

Eastman Chemical Co.

27,275

1,329,656

Engelhard Corp.

44,800

912,800

FMC Corp. (a)

10,700

767,056

Great Lakes Chemical Corp.

20,000

743,750

Hercules, Inc.

37,700

718,656

Newell Rubbermaid, Inc.

97,793

2,224,791

Pharmacia Corp.

452,523

27,603,903

PPG Industries, Inc.

60,800

2,815,800

Praxair, Inc.

55,300

2,453,938

Rohm & Haas Co.

76,136

2,764,689

Sealed Air Corp. (a)

29,360

895,480

Union Carbide Corp.

47,200

2,539,950

78,465,658

Iron & Steel - 0.1%

Allegheny Technologies, Inc.

31,992

507,873

Crane Co.

22,500

639,844

Nucor Corp.

32,400

1,285,875

USX - U.S. Steel Group

33,000

594,000

Worthington Industries, Inc.

30,150

243,084

3,270,676

Metals & Mining - 0.4%

Alcan Aluminium Ltd.

119,243

4,084,264

Alcoa, Inc.

299,004

10,016,634

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

55,200

472,650

Shares

Value (Note 1)

Inco Ltd. (a)

64,436

$ 1,078,804

Phelps Dodge Corp.

28,857

1,610,581

17,262,933

Packaging & Containers - 0.0%

Ball Corp.

9,930

457,401

Bemis Co., Inc.

15,300

513,506

Tupperware Corp.

19,400

396,488

1,367,395

Paper & Forest Products - 0.8%

Boise Cascade Corp.

19,200

645,600

Georgia-Pacific Group

80,138

2,494,295

International Paper Co.

169,036

6,898,782

Kimberly-Clark Corp.

183,932

13,002,153

Louisiana-Pacific Corp.

40,600

411,075

Mead Corp.

35,100

1,101,263

Pactiv Corp. (a)

65,100

805,613

Potlatch Corp.

11,200

375,900

Temple-Inland, Inc.

19,400

1,040,325

Westvaco Corp.

31,050

906,272

Weyerhaeuser Co.

80,600

4,090,450

Willamette Industries, Inc.

36,000

1,689,750

33,461,478

TOTAL BASIC INDUSTRIES

133,828,140

CONSTRUCTION & REAL ESTATE - 0.3%

Building Materials - 0.2%

Fortune Brands, Inc.

56,800

1,704,000

Masco Corp.

154,900

3,978,994

Sherwin-Williams Co.

57,800

1,520,863

Vulcan Materials Co.

35,300

1,689,988

8,893,845

Construction - 0.1%

Centex Corp.

20,600

773,788

Kaufman & Broad Home Corp.

16,400

552,475

Massey Energy Corp.

3,930

50,108

Pulte Corp.

14,900

628,594

2,004,965

TOTAL CONSTRUCTION & REAL ESTATE

10,898,810

DURABLES - 1.8%

Autos, Tires, & Accessories - 1.1%

AutoZone, Inc. (a)

48,250

1,375,125

Cooper Tire & Rubber Co.

28,100

298,563

Cummins Engine Co., Inc.

15,800

599,413

Dana Corp.

57,966

887,604

Danaher Corp.

49,300

3,370,888

Delphi Automotive Systems Corp.

197,835

2,225,644

Eaton Corp.

25,300

1,902,244

Ford Motor Co.

649,234

15,216,422

General Motors Corp.

195,078

9,936,786

Common Stocks - continued

Shares

Value (Note 1)

DURABLES - continued

Autos, Tires, & Accessories - continued

Genuine Parts Co.

61,750

$ 1,617,078

Goodyear Tire & Rubber Co.

54,800

1,259,852

Johnson Controls, Inc.

29,400

1,528,800

Navistar International Corp. (a)

22,770

596,289

PACCAR, Inc.

27,890

1,373,583

TRW, Inc.

42,100

1,631,375

Visteon Corp.

54,894

631,281

44,450,947

Consumer Durables - 0.4%

Minnesota Mining & Manufacturing Co.

138,400

16,677,200

Snap-On, Inc.

20,300

565,863

17,243,063

Consumer Electronics - 0.1%

Black & Decker Corp.

30,300

1,189,275

Maytag Corp.

30,700

991,994

Whirlpool Corp.

23,600

1,125,425

3,306,694

Home Furnishings - 0.0%

Leggett & Platt, Inc.

68,500

1,297,219

Textiles & Apparel - 0.2%

Liz Claiborne, Inc.

21,900

911,588

NIKE, Inc. Class B

98,200

5,480,788

Reebok International Ltd. (a)

19,800

541,332

VF Corp.

41,300

1,496,712

8,430,420

TOTAL DURABLES

74,728,343

ENERGY - 6.5%

Energy Services - 0.8%

Baker Hughes, Inc.

114,630

4,764,309

Halliburton Co.

156,500

5,673,125

McDermott International, Inc.

19,200

206,400

Nabors Industries, Inc. (a)

50,517

2,988,081

Rowan Companies, Inc. (a)

31,800

858,600

Schlumberger Ltd. (NY Shares)

200,100

15,995,494

Transocean Sedco Forex, Inc.

73,006

3,358,276

33,844,285

Oil & Gas - 5.7%

Amerada Hess Corp.

32,100

2,345,306

Anadarko Petroleum Corp.

86,219

6,128,447

Apache Corp.

42,200

2,956,638

Burlington Resources, Inc.

75,657

3,820,679

Chevron Corp.

224,700

18,973,106

Conoco, Inc. Class B

217,031

6,280,335

Devon Energy Corp.

43,800

2,670,486

EOG Resources, Inc.

43,100

2,357,031

Exxon Mobil Corp.

1,221,433

106,188,332

Kerr-McGee Corp.

32,394

2,168,373

Shares

Value (Note 1)

Occidental Petroleum Corp.

127,900

$ 3,101,575

Phillips Petroleum Co.

88,600

5,039,125

Royal Dutch Petroleum Co. (NY Shares)

752,375

45,565,711

Sunoco, Inc.

31,200

1,051,050

Texaco, Inc.

191,900

11,921,788

The Coastal Corp.

74,400

6,570,450

Tosco Corp.

51,300

1,740,994

Unocal Corp.

84,250

3,259,422

USX - Marathon Group

107,700

2,988,675

235,127,523

TOTAL ENERGY

268,971,808

FINANCE - 17.4%

Banks - 5.9%

AmSouth Bancorp.

133,400

2,034,350

Bank of America Corp.

577,640

26,499,235

Bank of New York Co., Inc.

270,100

14,906,144

Bank One Corp.

401,499

14,704,901

BB&T Corp.

137,200

5,119,275

Capital One Financial Corp.

69,400

4,567,388

Chase Manhattan Corp.

455,269

20,686,285

Comerica, Inc.

54,700

3,247,813

Fifth Third Bancorp

160,987

9,618,973

First Union Corp.

342,745

9,532,595

Firstar Corp.

340,442

7,915,277

FleetBoston Financial Corp.

313,083

11,760,180

Huntington Bancshares, Inc.

85,814

1,389,114

J.P. Morgan & Co., Inc.

58,600

9,698,300

KeyCorp

156,014

4,368,392

Mellon Financial Corp.

170,200

8,371,713

National City Corp.

214,642

6,170,958

Northern Trust Corp.

77,400

6,312,938

PNC Financial Services Group, Inc.

102,400

7,481,600

Regions Financial Corp.

74,000

2,021,125

SouthTrust Corp.

59,000

2,400,563

State Street Corp.

55,700

6,918,497

Summit Bancorp

61,300

2,340,894

SunTrust Banks, Inc.

104,800

6,602,400

Synovus Finanical Corp.

95,600

2,575,225

U.S. Bancorp

281,851

8,226,526

Union Planters Corp.

47,400

1,694,550

Wachovia Corp.

70,700

4,109,438

Wells Fargo & Co.

594,300

33,095,081

244,369,730

Credit & Other Finance - 3.6%

American Express Co.

478,037

26,262,158

CIT Group, Inc. Class A

88,800

1,787,100

Citigroup, Inc.

1,766,881

90,221,361

Countrywide Credit Industries, Inc.

39,200

1,969,800

Household International, Inc.

164,182

9,030,010

MBNA Corp.

295,311

10,908,050

Common Stocks - continued

Shares

Value (Note 1)

FINANCE - continued

Credit & Other Finance - continued

Old Kent Financial Corp.

44,975

$ 1,967,656

Providian Financial Corp.

99,600

5,727,000

147,873,135

Federal Sponsored Credit - 1.2%

Fannie Mae

352,900

30,614,075

Freddie Mac

241,900

16,660,863

USA Education, Inc.

55,700

3,787,600

51,062,538

Insurance - 4.4%

Aetna, Inc. (a)

49,500

2,032,594

AFLAC, Inc.

92,200

6,655,688

Allstate Corp.

258,042

11,240,955

AMBAC Financial Group, Inc.

37,050

2,160,478

American General Corp.

85,652

6,980,638

American International Group, Inc.

812,768

80,108,446

Aon Corp.

102,325

3,504,631

CIGNA Corp.

55,200

7,302,960

Cincinnati Financial Corp.

55,900

2,211,544

Conseco, Inc.

113,216

1,493,036

Hartford Financial Services Group, Inc.

78,300

5,529,938

Jefferson-Pilot Corp.

36,800

2,750,800

Lincoln National Corp.

67,800

3,207,788

Loews Corp.

36,300

3,759,319

Marsh & McLennan Companies, Inc.

94,150

11,015,550

MBIA, Inc.

33,700

2,498,013

MetLife, Inc.

270,600

9,471,000

MGIC Investment Corp.

36,800

2,481,700

Progressive Corp.

24,700

2,559,538

SAFECO Corp.

45,800

1,505,675

The Chubb Corp.

63,400

5,484,100

The St. Paul Companies, Inc.

73,392

3,986,103

Torchmark Corp.

45,500

1,748,906

UnumProvident Corp.

83,138

2,234,334

181,923,734

Savings & Loans - 0.4%

Charter One Financial, Inc.

76,335

2,204,173

Golden West Financial Corp.

56,400

3,807,000

Washington Mutual, Inc.

189,762

10,069,246

16,080,419

Securities Industry - 1.9%

Bear Stearns Companies, Inc.

39,297

1,991,867

Charles Schwab Corp.

480,500

13,634,188

Franklin Resources, Inc.

86,100

3,280,410

Lehman Brothers Holdings, Inc.

83,900

5,673,738

Merrill Lynch & Co., Inc.

279,700

19,072,044

Morgan Stanley Dean Witter & Co.

396,612

31,431,501

Shares

Value (Note 1)

Stilwell Financial, Inc.

77,200

$ 3,044,575

T. Rowe Price Group, Inc. (a)

41,400

1,749,797

79,878,120

TOTAL FINANCE

721,187,676

HEALTH - 13.2%

Drugs & Pharmaceuticals - 9.1%

Allergan, Inc.

45,900

4,443,694

ALZA Corp. (a)

82,200

3,493,500

American Home Products Corp.

458,400

29,131,320

Amgen, Inc. (a)

361,800

23,132,588

Bausch & Lomb, Inc.

18,600

752,138

Biogen, Inc. (a)

52,500

3,153,281

Bristol-Myers Squibb Co.

685,300

50,669,369

Chiron Corp. (a)

64,200

2,856,900

Eli Lilly & Co.

394,692

36,731,024

Forest Laboratories, Inc. (a)

30,500

4,052,688

King Pharmaceuticals, Inc. (a)

57,024

2,947,428

Medimmune, Inc. (a)

72,600

3,462,112

Merck & Co., Inc.

815,300

76,332,463

Pfizer, Inc.

2,225,725

102,383,350

Quintiles Transnational Corp. (a)

41,400

866,813

Schering-Plough Corp.

511,600

29,033,300

Sigma-Aldrich Corp.

28,300

1,112,544

Watson Pharmaceuticals, Inc. (a)

35,100

1,796,681

376,351,193

Medical Equipment & Supplies - 3.5%

Abbott Laboratories

541,400

26,224,063

Baxter International, Inc.

102,100

9,016,706

Becton, Dickinson & Co.

87,500

3,029,688

Biomet, Inc.

60,400

2,397,125

Boston Scientific Corp. (a)

145,000

1,984,688

C.R. Bard, Inc.

18,100

842,781

Cardinal Health, Inc.

97,950

9,758,269

Guidant Corp. (a)

107,000

5,771,313

Johnson & Johnson

492,300

51,722,269

McKesson HBOC, Inc.

98,048

3,518,943

Medtronic, Inc.

426,400

25,743,900

Millipore Corp.

15,500

976,500

St. Jude Medical, Inc. (a)

28,229

1,734,319

Stryker Corp.

69,000

3,490,710

146,211,274

Medical Facilities Management - 0.6%

HCA - The Healthcare Co.

195,112

8,586,879

HEALTHSOUTH Corp. (a)

133,800

2,182,613

Humana, Inc. (a)

56,100

855,525

Manor Care, Inc. (a)

35,800

738,375

Tenet Healthcare Corp.

108,400

4,817,025

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Medical Facilities Management - continued

UnitedHealth Group, Inc.

112,600

$ 6,910,825

Wellpoint Health Networks, Inc. (a)

22,100

2,547,025

26,638,267

TOTAL HEALTH

549,200,734

INDUSTRIAL MACHINERY & EQUIPMENT - 6.0%

Electrical Equipment - 4.4%

American Power Conversion Corp. (a)

70,000

866,250

Avaya, Inc. (a)

96,808

998,332

Emerson Electric Co.

149,800

11,806,113

General Electric Co.

3,441,379

164,971,055

Scientific-Atlanta, Inc.

55,500

1,807,219

Thomas & Betts Corp.

23,100

373,931

W.W. Grainger, Inc.

32,100

1,171,650

181,994,550

Industrial Machinery & Equipment - 1.4%

Briggs & Stratton Corp.

8,000

355,000

Caterpillar, Inc.

123,100

5,824,169

Cooper Industries, Inc.

33,746

1,550,207

Deere & Co.

82,100

3,761,206

Dover Corp.

72,100

2,924,556

Illinois Tool Works, Inc.

104,100

6,200,456

Ingersoll-Rand Co.

56,700

2,374,313

Pall Corp.

43,100

918,569

Parker-Hannifin Corp.

38,925

1,717,566

The Stanley Works

31,100

969,931

Timken Co.

20,984

317,383

Tyco International Ltd.

613,363

34,041,647

60,955,003

Pollution Control - 0.2%

Allied Waste Industries, Inc. (a)

59,800

870,838

Waste Management, Inc.

224,609

6,232,900

7,103,738

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

250,053,291

MEDIA & LEISURE - 3.9%

Broadcasting - 1.2%

Clear Channel Communications, Inc. (a)

204,442

9,902,659

Comcast Corp. Class A (special) (a)

322,200

13,451,850

Time Warner, Inc.

468,140

24,455,634

47,810,143

Entertainment - 1.3%

Carnival Corp.

214,000

6,593,875

Viacom, Inc. Class B (non-vtg.) (a)

529,793

24,767,823

Walt Disney Co.

719,200

20,811,850

52,173,548

Leisure Durables & Toys - 0.2%

Brunswick Corp.

31,600

519,425

Shares

Value (Note 1)

Harley-Davidson, Inc.

105,000

$ 4,173,750

Hasbro, Inc.

61,904

657,730

Mattel, Inc.

145,776

2,105,005

7,455,910

Lodging & Gaming - 0.2%

Harrah's Entertainment, Inc. (a)

36,700

967,963

Hilton Hotels Corp.

127,800

1,341,900

Marriott International, Inc. Class A

86,100

3,637,725

Starwood Hotels & Resorts
Worldwide, Inc. unit

64,668

2,279,547

8,227,135

Publishing - 0.5%

American Greetings Corp. Class A

24,300

229,331

Dow Jones & Co., Inc.

27,500

1,557,188

Gannett Co., Inc.

92,400

5,826,975

Harcourt General, Inc.

20,800

1,189,760

Knight-Ridder, Inc.

30,000

1,706,250

McGraw-Hill Companies, Inc.

68,700

4,027,538

Meredith Corp.

17,800

572,938

The New York Times Co. Class A

60,600

2,427,788

Tribune Co.

108,250

4,573,563

22,111,331

Restaurants - 0.5%

Darden Restaurants, Inc.

46,900

1,072,838

McDonald's Corp.

463,000

15,742,000

Starbucks Corp. (a)

63,500

2,809,875

Tricon Global Restaurants, Inc. (a)

54,610

1,802,130

Wendy's International, Inc.

42,700

1,120,875

22,547,718

TOTAL MEDIA & LEISURE

160,325,785

NONDURABLES - 6.5%

Beverages - 1.7%

Adolph Coors Co. Class B

12,200

979,813

Anheuser-Busch Companies, Inc.

315,100

14,337,050

Brown-Forman Corp. Class B (non-vtg.)

22,800

1,516,200

Coca-Cola Enterprises, Inc.

147,700

2,806,300

The Coca-Cola Co.

875,100

53,326,406

72,965,769

Foods - 1.9%

Archer-Daniels-Midland Co.

218,954

3,284,310

Campbell Soup Co.

148,300

5,134,888

ConAgra Foods, Inc.

178,500

4,641,000

General Mills, Inc.

105,500

4,701,344

H.J. Heinz Co.

124,150

5,889,366

Hershey Foods Corp.

47,000

3,025,625

Kellogg Co.

139,500

3,661,875

PepsiCo, Inc.

501,300

24,845,681

Quaker Oats Co.

47,100

4,586,363

Ralston Purina Co.

105,200

2,748,350

Sara Lee Corp.

293,500

7,209,094

Common Stocks - continued

Shares

Value (Note 1)

NONDURABLES - continued

Foods - continued

Sysco Corp.

230,800

$ 6,924,000

Wm. Wrigley Jr. Co.

40,700

3,899,569

80,551,465

Household Products - 2.0%

Avon Products, Inc.

83,900

4,016,713

Clorox Co.

81,300

2,886,150

Colgate-Palmolive Co.

201,900

13,032,645

Gillette Co.

366,100

13,225,363

International Flavors & Fragrances, Inc.

36,300

737,344

Procter & Gamble Co.

460,500

36,120,469

Unilever NV (NY Shares)

198,852

12,515,248

82,533,932

Tobacco - 0.9%

Philip Morris Companies, Inc.

779,500

34,298,000

UST, Inc.

59,300

1,664,106

35,962,106

TOTAL NONDURABLES

272,013,272

PRECIOUS METALS - 0.1%

Barrick Gold Corp.

137,000

2,248,913

Homestake Mining Co.

85,500

358,031

Newmont Mining Corp.

58,465

997,559

Placer Dome, Inc.

113,600

1,094,931

TOTAL PRECIOUS METALS

4,699,434

RETAIL & WHOLESALE - 5.8%

Apparel Stores - 0.3%

Gap, Inc.

295,275

7,529,513

The Limited, Inc.

149,780

2,555,621

TJX Companies, Inc.

108,100

2,999,775

13,084,909

Drug Stores - 0.5%

CVS Corp.

136,200

8,163,488

Longs Drug Stores Corp.

13,100

316,038

Walgreen Co.

353,900

14,797,444

23,276,970

General Merchandise Stores - 3.0%

Consolidated Stores Corp. (a)

36,800

391,000

Costco Wholesale Corp. (a)

154,878

6,185,440

Dillards, Inc. Class A

34,900

412,256

Dollar General Corp.

110,816

2,091,652

Federated Department Stores, Inc. (a)

70,800

2,478,000

JCPenney Co., Inc.

88,600

963,525

Kmart Corp. (a)

165,800

880,813

Kohls Corp. (a)

113,800

6,941,800

Nordstrom, Inc.

47,500

863,906

Sears, Roebuck & Co.

122,100

4,242,975

Target Corp.

312,000

10,062,000

Shares

Value (Note 1)

The May Department Stores Co.

116,700

$ 3,821,925

Wal-Mart Stores, Inc.

1,578,700

83,868,438

123,203,730

Grocery Stores - 0.6%

Albertson's, Inc.

148,981

3,947,997

Kroger Co. (a)

292,000

7,902,250

Safeway, Inc. (a)

172,000

10,750,000

SUPERVALU, Inc.

44,100

611,888

Winn-Dixie Stores, Inc.

49,700

962,938

24,175,073

Retail & Wholesale, Miscellaneous - 1.4%

Alberto-Culver Co. Class B

18,500

792,031

Bed Bath & Beyond, Inc. (a)

95,800

2,143,525

Best Buy Co., Inc. (a)

70,800

2,093,025

Circuit City Stores, Inc. -
Circuit City Group

70,800

814,200

Home Depot, Inc.

814,050

37,191,909

Lowe's Companies, Inc.

132,700

5,905,150

Office Depot, Inc. (a)

115,000

819,375

RadioShack Corp.

66,500

2,847,031

Staples, Inc. (a)

163,350

1,929,572

Tiffany & Co., Inc.

48,600

1,536,975

Toys 'R' Us, Inc. (a)

83,900

1,400,081

57,472,874

TOTAL RETAIL & WHOLESALE

241,213,556

SERVICES - 0.6%

Advertising - 0.2%

Interpublic Group of Companies, Inc.

107,800

4,588,238

Omnicom Group, Inc.

62,200

5,154,825

9,743,063

Leasing & Rental - 0.0%

Ryder System, Inc.

26,600

442,225

Printing - 0.1%

Deluxe Corp.

26,800

677,236

R.R. Donnelley & Sons Co.

45,500

1,228,500

1,905,736

Services - 0.3%

Cendant Corp. (a)

241,541

2,324,832

Convergys Corp. (a)

54,100

2,451,406

Ecolab, Inc.

45,100

1,947,756

Fluor Corp. (a)

26,200

866,238

H&R Block, Inc.

35,200

1,456,400

Moody's Corp.

57,100

1,466,756

National Service Industries, Inc.

14,100

362,194

Robert Half International, Inc. (a)

63,400

1,680,100

12,555,682

TOTAL SERVICES

24,646,706

Common Stocks - continued

Shares

Value (Note 1)

TECHNOLOGY - 21.9%

Communications Equipment - 4.5%

ADC Telecommunications, Inc. (a)

268,100

$ 4,859,313

Andrew Corp. (a)

30,812

670,161

Cabletron Systems, Inc. (a)

63,000

948,938

Cisco Systems, Inc. (a)

2,527,800

96,688,350

Comverse Technology, Inc. (a)

57,200

6,213,350

Corning, Inc.

326,500

17,243,281

Lucent Technologies, Inc.

1,178,806

15,913,881

Nortel Networks Corp.

1,090,880

34,976,340

Tellabs, Inc. (a)

143,200

8,090,800

185,604,414

Computer Services & Software - 6.5%

Adobe Systems, Inc.

86,800

5,050,675

America Online, Inc. (a)

824,200

28,682,160

Autodesk, Inc.

21,000

565,688

Automatic Data Processing, Inc.

220,900

13,985,731

BMC Software, Inc. (a)

84,600

1,184,400

BroadVision, Inc. (a)

98,500

1,163,531

Ceridian Corp. (a)

51,200

1,020,800

Citrix Systems, Inc. (a)

62,700

1,410,750

Computer Associates International, Inc.

202,512

3,948,984

Computer Sciences Corp. (a)

58,900

3,541,363

Compuware Corp. (a)

124,900

780,625

Electronic Data Systems Corp.

163,300

9,430,575

Equifax, Inc.

48,400

1,388,475

First Data Corp.

145,200

7,650,225

IMS Health, Inc.

106,700

2,880,900

Intuit, Inc. (a)

72,000

2,839,500

Mercury Interactive Corp. (a)

27,800

2,508,950

Microsoft Corp. (a)

1,873,100

81,245,713

NCR Corp. (a)

33,700

1,655,513

Novell, Inc. (a)

115,300

601,722

Oracle Corp. (a)

1,968,600

57,212,438

Parametric Technology Corp. (a)

93,900

1,261,781

Paychex, Inc.

130,225

6,332,191

PeopleSoft, Inc. (a)

98,800

3,674,125

Sabre Holdings Corp. Class A

48,864

2,107,260

Sapient Corp. (a)

39,600

472,725

Siebel Systems, Inc. (a)

151,400

10,238,425

Unisys Corp. (a)

108,100

1,580,963

VERITAS Software Corp. (a)

137,000

11,987,500

Yahoo!, Inc. (a)

192,400

5,784,025

272,187,713

Computers & Office Equipment - 5.0%

Adaptec, Inc. (a)

35,700

365,925

Apple Computer, Inc. (a)

118,700

1,765,663

Compaq Computer Corp.

600,662

9,039,963

Dell Computer Corp. (a)

904,600

15,773,963

EMC Corp. (a)

768,350

51,095,275

Gateway, Inc. (a)

111,800

2,011,282

Shares

Value (Note 1)

Hewlett-Packard Co.

695,800

$ 21,961,188

International Business Machines Corp.

616,000

52,360,000

Lexmark International, Inc. Class A (a)

44,600

1,976,338

Network Appliance, Inc. (a)

109,700

7,041,369

Palm, Inc.

202,475

5,732,573

Pitney Bowes, Inc.

92,500

3,064,063

Sun Microsystems, Inc. (a)

1,128,700

31,462,513

Symbol Technologies, Inc.

51,700

1,861,200

Xerox Corp.

231,800

1,072,075

206,583,390

Electronic Instruments - 0.9%

Agilent Technologies, Inc. (a)

158,020

8,651,595

Applera Corp. -
Applied Biosystems Group

72,500

6,819,531

Applied Materials, Inc. (a)

284,200

10,852,888

KLA-Tencor Corp. (a)

64,200

2,162,738

Novellus Systems, Inc. (a)

45,601

1,638,786

PerkinElmer, Inc.

17,100

1,795,500

Tektronix, Inc.

32,700

1,101,581

Teradyne, Inc. (a)

60,200

2,242,450

Thermo Electron Corp. (a)

61,000

1,814,750

37,079,819

Electronics - 4.9%

Advanced Micro Devices, Inc. (a)

111,600

1,541,475

Altera Corp. (a)

141,400

3,720,588

Analog Devices, Inc. (a)

125,000

6,398,438

Applied Micro Circuits Corp. (a)

104,300

7,827,389

Broadcom Corp. Class A (a)

82,400

6,921,600

Conexant Systems, Inc. (a)

79,400

1,220,775

Intel Corp.

2,364,400

71,079,775

JDS Uniphase Corp. (a)

337,391

14,064,987

Linear Technology Corp.

114,900

5,314,125

LSI Logic Corp. (a)

110,500

1,888,445

Maxim Integrated Products, Inc. (a)

99,200

4,743,000

Micron Technology, Inc. (a)

198,400

7,043,200

Molex, Inc.

69,300

2,460,150

Motorola, Inc.

764,315

15,477,379

National Semiconductor Corp. (a)

61,800

1,243,725

Power-One, Inc. (a)

26,600

1,045,713

QLogic Corp. (a)

31,800

2,448,600

Sanmina Corp. (a)

52,600

4,030,475

Solectron Corp. (a)

221,361

7,504,138

Texas Instruments, Inc.

607,298

28,770,743

Vitesse Semiconductor Corp. (a)

63,400

3,506,813

Xilinx, Inc. (a)

115,000

5,304,375

203,555,908

Photographic Equipment - 0.1%

Eastman Kodak Co.

109,400

4,307,625

TOTAL TECHNOLOGY

909,318,869

Common Stocks - continued

Shares

Value (Note 1)

TRANSPORTATION - 0.7%

Air Transportation - 0.3%

AMR Corp.

51,300

$ 2,010,319

Delta Air Lines, Inc.

44,700

2,243,381

Southwest Airlines Co.

183,475

6,151,917

US Airways Group, Inc. (a)

24,800

1,005,950

11,411,567

Railroads - 0.3%

Burlington Northern Santa Fe Corp.

148,454

4,203,104

CSX Corp.

75,738

1,964,454

Norfolk Southern Corp.

128,400

1,709,325

Union Pacific Corp.

86,100

4,369,575

12,246,458

Trucking & Freight - 0.1%

FedEx Corp. (a)

101,240

4,045,550

TOTAL TRANSPORTATION

27,703,575

UTILITIES - 9.7%

Cellular - 1.0%

ALLTEL Corp.

111,200

6,943,050

Nextel Communications, Inc. Class A (a)

267,500

6,620,625

QUALCOMM, Inc. (a)

262,000

21,533,125

Sprint Corp. - PCS Group Series 1 (a)

325,700

6,656,494

41,753,294

Electric Utility - 2.6%

AES Corp. (a)

165,900

9,186,713

Allegheny Energy, Inc.

38,900

1,874,494

Ameren Corp.

45,800

2,121,113

American Electric Power Co., Inc.

112,937

5,251,571

Calpine Corp. (a)

92,418

4,164,586

Cinergy Corp.

52,813

1,855,057

CMS Energy Corp.

43,622

1,382,272

Consolidated Edison, Inc.

78,700

3,029,950

Constellation Energy Corp.

50,300

2,266,644

Dominion Resources, Inc.

83,057

5,564,819

DTE Energy Co.

52,900

2,059,794

Duke Energy Corp.

130,507

11,125,722

Edison International

115,200

1,800,000

Entergy Corp.

79,700

3,372,306

Exelon Corp.

112,700

7,912,667

FirstEnergy Corp.

76,700

2,420,844

FPL Group, Inc.

62,800

4,505,900

GPU, Inc.

39,900

1,468,819

Niagara Mohawk Holdings, Inc. (a)

62,600

1,044,638

NiSource, Inc.

78,247

2,406,095

PG&E Corp.

133,500

2,670,000

Shares

Value (Note 1)

Pinnacle West Capital Corp.

30,000

$ 1,428,750

PPL Corp.

48,540

2,193,401

Progress Energy, Inc.

97,574

4,799,421

Progress Energy, Inc. warrants 12/31/07 (a)

34,400

15,480

Public Service Enterprise Group, Inc.

75,400

3,666,325

Reliant Energy, Inc.

100,722

4,362,522

Southern Co.

224,800

7,474,600

TXU Corp.

91,300

4,045,731

XCEL Energy, Inc.

115,305

3,351,052

108,821,286

Gas - 1.2%

Dynegy, Inc. Class A

111,419

6,246,428

El Paso Energy Corp.

80,500

5,765,813

Enron Corp.

265,700

22,086,313

KeySpan Corp.

45,100

1,911,113

Kinder Morgan, Inc.

40,400

2,108,375

NICOR, Inc.

16,300

703,956

ONEOK, Inc.

10,706

515,226

Peoples Energy Corp.

12,300

550,425

Sempra Energy

69,641

1,619,153

Williams Companies, Inc.

153,600

6,134,400

47,641,202

Telephone Services - 4.9%

AT&T Corp.

1,310,148

22,681,937

BellSouth Corp.

653,600

26,756,750

CenturyTel, Inc.

48,500

1,733,875

Global Crossing Ltd. (a)

318,025

4,551,733

Qwest Communications International, Inc. (a)

588,160

24,114,560

SBC Communications, Inc.

1,200,070

57,303,343

Sprint Corp. - FON Group

307,400

6,244,063

Verizon Communications

944,234

47,329,729

WorldCom, Inc. (a)

1,001,755

14,087,180

204,803,170

TOTAL UTILITIES

403,018,952

TOTAL COMMON STOCKS

(Cost $2,774,784,431)

4,125,254,185

Convertible Preferred Stocks - 0.0%

UTILITIES - 0.0%

Electric Utility - 0.0%

NiSource, Inc. $2.60 SAILS (a)
(Cost $34,434)

17,218

47,350

U.S. Treasury Obligations - 0.6%

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

U.S. Treasury Bills,
yield at date of purchase 5.36%
to 6.3% 1/4/01
to 3/29/01 (b)
(Cost $24,373,149)

-

$ 24,618,000

$ 24,378,411

Cash Equivalents - 8.0%

Shares

Bankers Trust Institutional
Daily Assets Fund, 6.57% (c)
(Cost $331,324,105)

331,324,105

331,324,105

TOTAL INVESTMENT PORTFOLIO - 108.0%

(Cost $3,130,516,119)

4,481,004,051

NET OTHER ASSETS - (8.0)%

(331,863,254)

NET ASSETS - 100%

$ 4,149,140,797

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

57 S&P 500 Stock Index Contracts

March 2001

$ 19,023,750

$ (139,392)

The face value of futures purchased as a percentage of net assets - 0.5%

Security Type Abbreviations

SAILS

-

Stock Appreciation Income Linked Securities

Legend

(a) Non-income producing

(b) 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 $24,378,411.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

Other Information

Purchases of securities, other than short-term securities, aggregated $480,429,467. Sales of securities, other than short-term securities, aggregated $1,337,651,473, of which $1,105,950,791 represents the value of securities delivered in redemption of fund shares. The realized gain (loss) of $53,833,587 on securities delivered in redemption of fund shares is not taxable to the fund.

The market value of futures contracts opened and closed during the period amounted to $1,028,589,587 and $1,063,898,442, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company or Bankers Trust Company. The commissions paid to these affiliated firms were $0 and $34,914, respectively for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $322,823,479. The fund received cash collateral of $331,324,105 which was invested in cash equivalents.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $3,134,379,723. Net unrealized appreciation aggregated $1,346,624,328, of which $1,648,657,104 related to appreciated investment securities and $302,032,776 related to depreciated investment securities.

The fund hereby designates approximately $21,559,000 as a capital gain dividend for the purpose of the dividend paid deduction.

At December 31, 2000, the fund had a capital loss carryforward of approximately $12,929,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Index 500 Portfolio

Fidelity Variable Insurance Products: Index 500 Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $3,130,516,119) -
See accompanying schedule

$ 4,481,004,051

Cash

36,461

Receivable for fund shares sold

6,666,090

Dividends receivable

3,469,570

Other receivables

45,557

Total assets

4,491,221,729

Liabilities

Payable for investments purchased

$ 7,829,380

Payable for fund shares redeemed

1,503,596

Accrued management fee

637,641

Payable for daily variation on
futures contracts

410,603

Other payables and
accrued expenses

375,607

Collateral on securities loaned,
at value

331,324,105

Total liabilities

342,080,932

Net Assets

$ 4,149,140,797

Net Assets consist of:

Paid in capital

$ 2,766,129,586

Undistributed net investment income

44,119,720

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(11,457,049)

Net unrealized appreciation (depreciation) on investments

1,350,348,540

Net Assets

$ 4,149,140,797

Initial Class:
Net Asset Value, offering price
and redemption price per share
($4,148,727,817 ÷
27,744,808 shares)

$149.53

Service Class:
Net Asset Value, offering price
and redemption price per share
($89,661 ÷ 599.9 shares)

$149.46

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($323,319 ÷ 2,167.3 shares)

$149.18

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 52,788,646

Interest

4,201,935

Security lending

385,890

Total income

57,376,471

Expenses

Management fee

$ 11,346,273

Transfer agent fees

3,079,823

Distribution fees

343

Accounting fees

650,078

Non-interested trustees' compensation

16,114

Registration fees

59,131

Audit

62,896

Legal

33,617

Miscellaneous

218,152

Total expenses before reductions

15,466,427

Expense reductions

(2,271,492)

13,194,935

Net investment income

44,181,536

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

62,586,274

Foreign currency transactions

(569)

Futures contracts

(14,113,863)

48,471,842

Change in net unrealized appreciation (depreciation) on:

Investment securities

(537,752,200)

Futures contracts

(1,310,932)

(539,063,132)

Net gain (loss)

(490,591,290)

Net increase (decrease) in net assets resulting from operations

$ (446,409,754)

Other Information

Expense reductions
FMR reimbursement

Initial class

$ 2,243,429

Service class

24

Service class 2

271

Custodian credits

27,768

$ 2,271,492

See accompanying notes which are an integral part of the financial statements.

Annual Report

Variable Insurance Products: Index 500 Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 44,181,536

$ 51,674,088

Net realized gain (loss)

48,471,842

9,155,111

Change in net unrealized appreciation (depreciation)

(539,063,132)

832,662,055

Net increase (decrease) in net assets resulting from operations

(446,409,754)

893,491,254

Distributions to shareholders
From net investment income

(51,736,686)

(39,106,912)

From net realized gain

(22,615,438)

(26,536,833)

Total distributions

(74,352,124)

(65,643,745)

Share transactions - net increase (decrease)

(868,832,015)

938,819,660

Total increase (decrease) in net assets

(1,389,593,893)

1,766,667,169

Net Assets

Beginning of period

5,538,734,690

3,772,067,521

End of period (including undistributed net investment income of $44,119,720 and $51,598,237, respectively)

$ 4,149,140,797

$ 5,538,734,690

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

8,463,215

$ 1,364,549,374

12,455,112

$ 1,868,929,324

Reinvested

477,249

74,350,653

468,884

65,643,745

Redeemed

(14,280,085)

(2,308,173,895)

(6,545,615)

(995,753,409)

Net increase (decrease)

(5,339,621)

$ (869,273,868)

6,378,381

$ 938,819,660

Service Class B
Sold

600

$ 100,000

Reinvested

-

-

Redeemed

-

-

Net increase (decrease)

600

$ 100,000

Service Class 2 A
Sold

2,387

$ 375,234

Reinvested

9

1,470

Redeemed

(229)

(34,851)

Net increase (decrease)

2,167

$ 341,853

Distributions
From net investment income
Initial Class

$ 51,735,663

$ 39,106,912

Service Class B

-

-

Service Class 2 A

1,023

-

Total

$ 51,736,686

$ 39,106,912

From net realized gain
Initial Class

$ 22,614,991

$ 26,536,833

Service Class B

-

-

Service Class 2 A

447

-

Total

$ 22,615,438

$ 26,536,833

$ 74,352,124

$ 65,643,745

A Service Class 2 commenced sale of shares January 12, 2000.

B Service Class commenced sale of shares July 7, 2000.

See accompanying notes which are an integral part of the financial statements.

Index 500 Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 167.41

$ 141.24

$ 114.40

$ 89.05

$ 75.71

Income from Investment Operations

Net investment income

1.51 D

1.64 D

1.65 D

1.80 D

1.04

Net realized and unrealized gain (loss)

(16.99)

26.88

29.70

26.67

15.55

Total from investment operations

(15.48)

28.52

31.35

28.47

16.59

Less Distributions

From net investment income

(1.67)

(1.40)

(1.36)

(1.03)

(.91)

From net realized gain

(.73)

(.95)

(3.15)

(2.09)

(2.34)

Total distributions

(2.40)

(2.35)

(4.51)

(3.12)

(3.25)

Net asset value, end of period

$ 149.53

$ 167.41

$ 141.24

$ 114.40

$ 89.05

Total Return B, C

(9.30)%

20.52%

28.31%

32.83%

22.71%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,148,728

$ 5,538,735

$ 3,772,068

$ 2,098,042

$ 823,243

Ratio of expenses to average net assets

.28% F

.28% F

.28% F

.28% F

.28% F

Ratio of net investment income to average net assets

.94%

1.09%

1.33%

1.74%

2.26%

Portfolio turnover rate

10%

8%

4%

9%

14%

Financial Highlights - Service Class

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 166.69

Income from Investment Operations

Net investment income D

.65

Net realized and unrealized gain (loss)

(17.88)

Total from investment operations

(17.23)

Net asset value, end of period

$ 149.46

Total ReturnB, C

(10.34)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 90

Ratio of expenses to average net assets

.38% A, F

Ratio of net investment income to average net assets

.84% A

Portfolio turnover rate

10%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 163.25

Income from Investment Operations

Net investment income D

1.04

Net realized and unrealized gain (loss)

(12.71)

Total from investment operations

(11.67)

Less Distributions

From net investment income

(1.67)

From net realized gain

(.73)

Total distributions

(2.40)

Net asset value, end of period

$ 149.18

Total Return B, C

(7.21)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 323

Ratio of expenses to average net assets

.53% A, F

Ratio of net investment income to average net assets

.69% A

Portfolio turnover rate

10%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Index 500 Portfolio

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee), and returns prior to January 12, 2000 are those of Initial Class and do not include the effects of Service Class 2's 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Investment Grade Bond -
Service Class 2

10.77%

6.07%

7.64%

LB Aggregate Bond

11.63%

6.46%

7.96%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare these figures to the Lehman Brothers Aggregate Bond Index - a market value-weighted index of investment-grade fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.


Understanding Performance

How a fund did yesterday is no guarantee of
how it will do tomorrow. Bond prices, for example, generally move in the opposite direction of interest rates. In turn, the share price, return and yield of a fund that invests in bonds will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Investment Grade Bond Portfolio - Service Class 2 on December 31, 1990. By December 31, 2000, the value of the investment would have grown to $20,880 - a 108.80% increase on the initial investment. For comparison, look at how the Lehman Brothers Aggregate Bond Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $21,504 - a 115.04% increase.

Investment Summary

Quality Diversification as of December 31, 2000

(Moody's Ratings)

% of fund's
investments

Aaa

59.9

Aa

3.9

A

12.6

Baa

16.3

Ba and Below

0.1

Table excludes short-term investments. Where Moody's ratings are not available, we have used S&P ratings. Securities rated as Ba or below were rated investment grade by other nationally recognized rating agencies or assigned an investment grade rating at the time of acquisition by Fidelity.

Average Years to Maturity as of December 31, 2000

Years

9.2

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

12.8

Utilities

5.8

Construction & Real Estate

3.1

Media & Leisure

2.4

Energy

1.4

Annual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Kevin Grant, Portfolio Manager of Investment Grade Bond Portfolio

Q. How did the fund perform, Kevin?

A. For the 12 months that ended December 31, 2000, the fund performed in line with the Lehman Brothers Aggregate Bond Index, which returned 11.63%.

Q. How would you recap the investment-grade bond market in 2000?

A. In short, the more risk a security had, the worse it performed. So, it's no surprise that Treasuries, one of the few securities without credit risk, outperformed nearly all spread sectors - namely corporate, mortgage and agency securities - and most equities, for that matter, during the period. Early in the year, the U.S. government announced its intent to use federal government surplus funds to pay down the national debt by repurchasing outstanding long-term Treasury securities. The scarcity premium created by a dwindling supply of long-dated Treasuries sent prices soaring and yields plummeting. A series of interest-rate hikes levied by a highly restrictive Federal Reserve Board during the first half of the period aimed at taming inflationary pressures, coupled with persistent flights to safety from nervous equity investors, further bolstered the long bond. By mid-year, Treasuries continued to outperform, as it became increasingly clear that the economy was slowing. However, later in the period, most spread sectors attempted a comeback, which, along with the prospect of smaller government surpluses under a new presidential administration, helped narrow the performance gap relative to Treasuries. All told, investment-grade bonds had their best year since 1995.

Q. What drove fund performance during this time frame?

A. The fund's positioning in Treasuries had a positive impact on performance. Even though we were underweighted relative to the index at this time, we managed to gain ground by way of security selection. We benefited from adding long-term Treasuries and callable Treasuries in advance of the buybacks. We also executed some fairly successful trading strategies that capitalized on dramatic changes in the shape of the Treasury yield curve. Also, owning the right agencies helped, as these long-dated issues rebounded nicely during the period after struggling in the spring under a political cloud in Washington that threatened to strip Fannie Mae and Freddie Mac of their implicit government backing. Finally, the fund's seasoned discount mortgages - those created in 1996 and 1997 - benefited from strong housing turnover fueled by a robust economy. A red-hot housing market meant higher-than-normal prepayment activity, which resulted in a steady windfall for us as we got prepaid at par, or face value, while market prices were at discounts. However, late in the period when mortgage prices were above par, I scaled back modestly on the position due to higher prepayment risk as a result of falling mortgage rates.

Q. How about the fund's corporate bond holdings?

A. Although they posted positive returns, corporate bonds were plagued during the year by deteriorating credit conditions, a slumping stock market and growing supply pressures. While we held corporate bonds, we managed to curb the effects by maintaining a shorter duration early in the period when yield spreads widened the most. Anticipating a slowdown in the U.S. economy earlier in the year, I became much more defensive in terms of our corporate holdings, reducing our risk exposure through increased diversification. Although we weren't immune to a handful of bonds that performed poorly during the period, our positions were quite small, and this helped limit our downside. Despite the fact that most corporates lagged the rest of the market, tactical allocations to high-quality issuers within various subsectors, such as energy and media, aided relative performance. Moreover, by investing in corporate substitutes, including commercial mortgage-backed securities and Yankee bonds - dollar-denominated securities issued by foreign entities - we were able to further diversify the portfolio while increasing its return potential.

Q. What's your outlook?

A. I feel that investment-grade bonds should continue to produce reasonably attractive absolute returns in the coming months. I think there's a lot of value in the non-Treasury markets, especially in the corporate segment where prices haven't been this low in over a decade. By historical standards, investors are currently paid handsomely for taking on additional risk. Since it seems like it will be tougher to make money on Treasuries going forward and given the current credit environment, I plan to maintain a modest overweighting in corporate bonds - focusing on the more defensive sectors and adding to the fund's positions while valuations appear attractive.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks to provide a high rate of income consistent with reasonable risk by investing in a broad range of investment-grade fixed-income securities; in addition, the fund seeks to protect capital

Start date: December 5, 1988

Size: as of December 31, 2000, more than $740 million

Manager: Kevin Grant, since 1997; joined Fidelity in 1993

3

Annual Report

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Nonconvertible Bonds - 28.8%

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

AEROSPACE & DEFENSE - 0.1%

Defense Electronics - 0.1%

Raytheon Co. 7.9% 3/1/03

Baa2

$ 705,000

$ 722,928

BASIC INDUSTRIES - 0.3%

Paper & Forest Products - 0.3%

Fort James Corp.:

6.5% 9/15/02

Baa3

2,000,000

1,934,220

6.625% 9/15/04

Baa3

350,000

325,997

2,260,217

CONSTRUCTION & REAL ESTATE - 3.1%

Real Estate - 0.4%

Cabot Industrial Property LP 7.125% 5/1/04

Baa2

1,325,000

1,314,930

Duke Realty LP 7.3% 6/30/03

Baa1

1,500,000

1,519,650

2,834,580

Real Estate Investment Trusts - 2.7%

CenterPoint Properties Trust 6.75% 4/1/05

Baa2

510,000

498,857

Equity Office Properties Trust:

6.5% 1/15/04

Baa1

2,885,000

2,847,351

6.625% 2/15/05

Baa1

4,500,000

4,431,645

6.75% 2/15/08

Baa1

4,020,000

3,895,983

ProLogis Trust 6.7% 4/15/04

Baa1

565,000

562,746

Spieker Properties LP:

6.75% 1/15/08

Baa2

7,000,000

6,779,010

6.8% 5/1/04

Baa2

705,000

704,161

19,719,753

TOTAL CONSTRUCTION & REAL ESTATE

22,554,333

ENERGY - 1.4%

Oil & Gas - 1.4%

Anadarko Petroleum Corp.:

7% 11/15/27

Baa1

1,400,000

1,326,458

7.2% 3/15/29

Baa1

2,490,000

2,450,683

Apache Corp. 7.7% 3/15/26

A3

550,000

566,451

Apache Finance Property Ltd. 6.5% 12/15/07

A3

940,000

931,596

Duke Energy Field Services LLC 7.875% 8/16/10

Baa2

2,000,000

2,135,400

Ras Laffan Liquid Natural Gas Co. Ltd. yankee 8.294% 3/15/14 (c)

Baa3

1,900,000

1,866,902

Texas Eastern Transmission Corp. 7.3% 12/1/10

A2

1,270,000

1,321,702

10,599,192

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

FINANCE - 12.8%

Banks - 4.5%

ABN-Amro Bank NV, Chicago 6.625% 10/31/01

A1

$ 1,000,000

$ 1,003,780

Banc One Corp. 7.25% 8/1/02

A1

1,000,000

1,014,310

Bank of America Corp. 7.8% 2/15/10

Aa3

4,500,000

4,688,775

Bank of Montreal 6.1% 9/15/05

A1

3,000,000

2,927,520

Bank One Capital III 8.75% 9/1/30

Aa3

1,200,000

1,173,228

Bank One Corp. 7.875% 8/1/10

A1

2,550,000

2,656,667

Barclays Bank PLC yankee:

5.95% 7/15/01

A1

2,150,000

2,146,517

8.55% 9/29/49 (b)(c)

Aa2

2,360,000

2,464,194

Capital One Bank 6.375% 2/15/03

Baa2

930,000

908,182

Capital One Financial Corp. 7.125% 8/1/08

Baa3

1,290,000

1,177,951

FleetBoston Financial Corp. 7.25% 9/15/05

A2

1,695,000

1,753,393

HSBC Finance Nederland BV 7.4% 4/15/03 (c)

A1

250,000

254,958

Kansallis-Osake-Pankki yankee 10% 5/1/02

A1

260,000

271,393

Korea Development Bank:

6.625% 11/21/03

Baa2

1,635,000

1,605,243

7.125% 4/22/04

Baa2

250,000

249,268

7.375% 9/17/04

Baa2

1,320,000

1,320,304

MBNA Corp.:

6.34% 6/2/03

Baa2

350,000

342,506

6.875% 11/15/02

Baa2

1,750,000

1,751,068

Providian National Bank 6.75% 3/15/02

Baa3

3,000,000

2,966,490

Royal Bank of Scotland Group PLC 9.118% 3/31/49

A1

1,100,000

1,196,712

Union Planters Corp. 6.75% 11/1/05

Baa2

400,000

397,616

Union Planters National Bank 6.81% 8/20/01

A3

500,000

500,110

32,770,185

Credit & Other Finance - 7.7%

Abbey National Capital Trust I 8.963% 12/29/49 (b)

Aa3

2,205,000

2,274,766

Ahmanson Capital Trust I 8.36% 12/1/26 (c)

A3

1,125,000

1,051,515

Associates Corp. of North America:

6% 4/15/03

Aa3

1,150,000

1,146,447

6% 7/15/05

Aa3

2,500,000

2,464,150

Nonconvertible Bonds - continued

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

FINANCE - continued

Credit & Other Finance - continued

Bell Atlantic Financial Service, Inc. 7.6% 3/15/07

A1

$ 1,100,000

$ 1,133,781

CIT Group, Inc. 5.5% 2/15/04

A1

500,000

476,140

Citigroup, Inc. 7.25% 10/1/10

Aa3

2,900,000

2,996,077

Daimler-Chrysler NA Holding Corp. Series B, 6.59% 6/18/02

A2

250,000

248,583

ERP Operating LP:

6.55% 11/15/01

A3

1,150,000

1,148,620

7.1% 6/23/04

A3

1,000,000

1,004,950

First Security Capital I 8.41% 12/15/26

A3

235,000

218,668

Ford Motor Credit Co.:

7.5% 3/15/05

A2

7,000,000

7,174,090

7.875% 6/15/10

A2

370,000

380,608

General Motors Acceptance Corp.:

7.5% 7/15/05

A2

500,000

513,440

7.625% 6/15/04

A2

2,000,000

2,055,740

7.75% 1/19/10

A2

1,300,000

1,341,626

GS Escrow Corp. 7.125% 8/1/05

Ba1

1,145,000

1,074,479

HSBC Capital Funding LP:

9.547% 12/31/49 (b)(c)

A1

2,600,000

2,852,330

10.176% 12/31/49 (b)(c)

A1

485,000

556,892

ING Capital Funding Trust III 8.439% 12/31/49 (e)

Aa3

2,550,000

2,588,531

Newcourt Credit Group, Inc. 6.875% 2/16/05

A1

970,000

955,935

Qwest Capital Funding, Inc.:

7.75% 8/15/06 (c)

Baa1

1,300,000

1,349,504

7.9% 8/15/10 (c)

Baa1

1,100,000

1,152,008

Sprint Capital Corp.:

5.7% 11/15/03

Baa1

1,480,000

1,418,240

5.875% 5/1/04

Baa1

1,080,000

1,037,113

6.875% 11/15/28

Baa1

5,100,000

4,123,809

Trizec Finance Ltd. yankee 10.875% 10/15/05

Baa3

810,000

805,950

TXU Eastern Funding:

6.15% 5/15/02

Baa1

2,900,000

2,852,875

6.75% 5/15/09

Baa1

785,000

736,683

U.S. West Capital Funding, Inc.:

6.5% 11/15/18

Baa1

660,000

582,839

6.875% 7/15/28

Baa1

205,000

181,052

UBS Preferred Funding Trust 1 8.622% 12/29/49

Aa2

1,600,000

1,684,160

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Unicredito Italiano Capital Trust II yankee 9.2% 10/29/49 (b)(c)

A1

$ 900,000

$ 919,269

Unilever Capital Corp. 6.875% 11/1/05

A1

1,500,000

1,548,900

Verizon Global Funding Corp.:

6.75% 12/1/05 (c)

A1

3,055,000

3,064,165

7.75% 12/1/30 (c)

A1

2,020,000

2,072,480

57,186,415

Insurance - 0.1%

Executive Risk Capital Trust 8.675% 2/1/27

Baa3

750,000

724,523

Savings & Loans - 0.1%

Long Island Savings Bank FSB 6.2% 4/2/01

Baa3

750,000

746,918

Securities Industry - 0.4%

Amvescap PLC yankee 6.6% 5/15/05

A2

2,900,000

2,842,261

TOTAL FINANCE

94,270,302

INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%

Tyco International Group SA yankee 6.875% 1/15/29

Baa1

1,500,000

1,388,505

MEDIA & LEISURE - 2.4%

Broadcasting - 1.9%

British Sky Broadcasting Group PLC 8.2% 7/15/09

Baa3

2,100,000

1,975,995

Continental Cablevision, Inc. 8.3% 5/15/06

A3

810,000

841,266

Hearst-Argyle Television, Inc. 7% 1/15/18

Baa3

3,400,000

2,874,836

TCI Communications, Inc. 9.8% 2/1/12

A3

1,915,000

2,178,236

TCI Communications Financing III 9.65% 3/31/27

A3

1,500,000

1,619,985

Time Warner, Inc. 8.18% 8/15/07

Baa1

1,240,000

1,337,538

USA Networks, Inc./USANi LLC 6.75% 11/15/05

Baa3

3,000,000

2,993,550

13,821,406

Entertainment - 0.3%

Viacom, Inc. 7.875% 7/30/30

A3

2,100,000

2,152,786

Publishing - 0.2%

News America, Inc. 7.3% 4/30/28

Baa3

2,310,000

1,861,467

TOTAL MEDIA & LEISURE

17,835,659

Nonconvertible Bonds - continued

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

NONDURABLES - 0.4%

Foods - 0.2%

ConAgra Foods, Inc. 7.125% 10/1/26

Baa1

$ 1,270,000

$ 1,275,067

Tobacco - 0.2%

RJ Reynolds Tobacco Holdings, Inc. 7.375% 5/15/03

Baa2

1,800,000

1,752,426

TOTAL NONDURABLES

3,027,493

RETAIL & WHOLESALE - 0.2%

General Merchandise Stores - 0.2%

Federated Department Stores, Inc. 8.5% 6/15/03

Baa1

1,700,000

1,735,802

TECHNOLOGY - 1.2%

Computers & Office Equipment - 1.2%

Comdisco, Inc.:

5.95% 4/30/02

Baa2

3,000,000

2,310,000

6.375% 11/30/01

Baa2

3,200,000

2,944,000

7.23% 8/16/01

Baa2

3,000,000

2,746,650

7.25% 9/1/02

Baa2

1,000,000

770,000

8,770,650

TRANSPORTATION - 0.9%

Air Transportation - 0.3%

Continental Airlines, Inc. pass thru trust certificates Series 1999 2:

Class C1, 7.73% 9/15/12

Baa1

200,754

198,687

Class C2, 7.434% 3/15/06

Baa1

550,000

549,211

Delta Air Lines, Inc.:

equipment trust certificate 8.54% 1/2/07

Baa1

352,386

350,818

7.57% 11/18/10

Aa2

465,000

494,165

7.92% 11/18/10

Aa3

500,000

531,960

2,124,841

Railroads - 0.6%

Burlington Northern Santa Fe Corp. 6.53% 7/15/37

Baa2

3,000,000

2,992,890

Norfolk Southern Corp. 7.05% 5/1/37

Baa1

1,700,000

1,727,030

4,719,920

TOTAL TRANSPORTATION

6,844,761

UTILITIES - 5.8%

Electric Utility - 2.1%

Avon Energy Partners Holdings:

6.46% 3/4/08 (c)

Baa2

1,500,000

1,405,560

7.05% 12/11/07 (c)

Baa2

3,000,000

2,909,940

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Dominion Resources, Inc.:

7.6% 7/15/03

Baa1

$ 1,010,000

$ 1,035,250

8.125% 6/15/10

Baa1

445,000

481,005

DR Investments UK PLC yankee 7.1% 5/15/02 (c)

A3

1,500,000

1,504,965

Florida Power & Light Co. 6.875% 12/1/05

Aa3

2,160,000

2,212,877

Israel Electric Corp. Ltd. 7.75% 12/15/27 (c)

A3

1,900,000

1,675,382

Nisource Finance Corp.:

7.625% 11/15/05 (c)

Baa2

1,800,000

1,870,303

7.875% 11/15/10 (c)

Baa2

2,120,000

2,231,669

Texas Utilities Co. 6.375% 1/1/08

Baa3

205,000

194,094

15,521,045

Gas - 0.7%

KeySpan Corp.:

7.25% 11/15/05

A3

1,255,000

1,306,204

7.625% 11/15/10

A3

925,000

984,570

Reliant Energy Resources Corp. 8.125% 7/15/05 (c)

Baa1

1,000,000

1,040,110

Sempra Energy 7.95% 3/1/10

A2

610,000

603,595

Southwest Gas Corp. 9.75% 6/15/02

Baa2

1,000,000

1,038,790

4,973,269

Telephone Services - 3.0%

AT&T Corp. 6.5% 3/15/29

A2

2,845,000

2,273,923

British Telecommunications PLC:

7.625% 12/15/05

A2

3,000,000

3,029,760

8.625% 12/15/30

A2

3,600,000

3,627,036

Cable & Wireless Optus Ltd.:

8% 6/22/10 (c)

Baa1

1,000,000

1,096,360

8.125% 6/15/09 (c)

Baa1

3,000,000

3,289,680

Telecomunicaciones de Puerto Rico, Inc. 6.65% 5/15/06

Baa1

1,730,000

1,685,262

Telefonica Europe BV 8.25% 9/15/30

A2

1,060,000

1,066,858

Teleglobe Canada, Inc.:

7.2% 7/20/09

Baa1

3,273,000

3,242,757

7.7% 7/20/29

Baa1

2,091,000

2,081,653

WorldCom, Inc. 6.95% 8/15/28

A3

1,175,000

986,189

22,379,478

TOTAL UTILITIES

42,873,792

TOTAL NONCONVERTIBLE BONDS

(Cost $212,838,859)

212,883,634

U.S. Government and Government Agency Obligations - 26.2%

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

U.S. Government Agency Obligations - 6.8%

Fannie Mae:

6% 12/15/05

Aaa

$ 2,405,000

$ 2,433,379

6.5% 4/29/09

Aaa

3,075,000

3,054,797

7% 7/15/05

Aaa

2,760,000

2,896,703

7.125% 6/15/10

Aaa

2,600,000

2,810,444

7.25% 1/15/10

Aaa

7,765,000

8,432,324

Federal Agricultural Mortgage Corp. 7.01% 2/10/05

Aaa

10,000

10,458

Federal Home Loan Bank 6.75% 2/1/02

Aaa

3,490,000

3,526,540

Freddie Mac:

5.75% 3/15/09

Aaa

4,300,000

4,240,187

6.45% 4/29/09

Aaa

3,000,000

2,968,590

6.75% 3/15/31

Aaa

8,000,000

8,573,760

6.77% 9/15/02

Aaa

150,000

152,649

6.875% 1/15/05

Aaa

2,045,000

2,128,068

7% 7/15/05

Aaa

5,575,000

5,850,238

Government Loan Trusts (assets of Trust guaranteed by U.S. Government through Agency for International Development) 8.5% 4/1/06

Aaa

1,419,994

1,515,191

Government Trust Certificates (assets of Trust guaranteed by U.S. Government through Defense Security Assistance Agency):

Class 1-C, 9.25% 11/15/01

Aaa

295,017

300,395

Class 2-E, 9.4% 5/15/02

Aaa

105,439

107,347

Class 3-T, 9.625% 5/15/02

Aaa

7,267

7,414

Guaranteed Export Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank):

Series 1993-C, 5.2% 10/15/04

Aaa

3,556

3,511

Series 1993-D, 5.23% 5/15/05

Aaa

7,660

7,553

Series 1994-A, 7.12% 4/15/06

Aaa

5,631

5,825

Guaranteed Trade Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) Series 1994-B, 7.5% 1/26/06

Aaa

5,628

5,849

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Israel Export Trust Certificates (assets of Trust guaranteed by U.S. Government through Export-Import Bank) Series 1994-1, 6.88% 1/26/03

Aaa

$ 5,882

$ 5,895

Overseas Private Investment Corp. U.S. Government guaranteed participation certificates Series 1994-195, 6.08% 8/15/04

Aaa

89,425

90,327

Private Export Funding Corp. secured:

5.65% 3/15/03

Aaa

101,250

100,337

6.86% 4/30/04

Aaa

802,142

814,659

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

50,042,440

U.S. Treasury Obligations - 19.4%

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

14,170,000

15,412,142

6.625% 2/15/27

Aaa

2,500,000

2,855,475

8% 11/15/21

Aaa

9,150,000

11,840,649

8.875% 8/15/17

Aaa

1,305,000

1,773,782

12% 8/15/13

Aaa

20,280,000

28,651,787

14% 11/15/11

Aaa

1,465,000

2,097,235

U.S. Treasury Notes:

4.75% 11/15/08

Aaa

510,000

495,893

5.5% 2/15/08

Aaa

1,400,000

1,425,368

5.625% 9/30/01

Aaa

3,750,000

3,748,238

5.75% 8/15/10

Aaa

900,000

943,173

6.5% 5/31/02

Aaa

31,140,000

31,607,100

7% 7/15/06

Aaa

35,250,000

38,367,510

U.S. Treasury Notes - Principal Strips 0% 5/15/02

Aaa

5,020,000

4,669,755

TOTAL U.S. TREASURY OBLIGATIONS

143,888,107

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $188,604,250)

193,930,547

U.S. Government Agency -
Mortgage Securities - 31.9%

Fannie Mae - 26.5%

6% 2/1/13 to 2/1/29

Aaa

12,455,600

12,129,972

6.5% 2/1/10 to 10/1/30

Aaa

83,277,257

82,216,220

6.5% 1/1/31 (d)

Aaa

76,000

74,931

7% 12/1/24 to 3/1/29

Aaa

27,930,225

28,010,573

7.5% 7/1/07 to 11/1/29

Aaa

34,692,822

35,238,691

7.5% 1/1/31 (d)

Aaa

18,846,000

19,128,690

8% 3/1/23 to 6/1/30

Aaa

1,507,372

1,553,499

U.S. Government Agency -
Mortgage Securities - continued

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Fannie Mae - continued

8% 1/1/31 (d)

Aaa

$ 17,820,000

$ 18,265,500

8.5% 3/1/25 to 6/1/25

Aaa

17,416

17,982

TOTAL FANNIE MAE

196,636,058

Freddie Mac - 1.1%

7.5% 10/1/30

Aaa

5,965,031

6,056,356

8.5% 3/1/20 to 1/1/28

Aaa

1,909,325

1,975,473

TOTAL FREDDIE MAC

8,031,829

Government National Mortgage Association - 4.3%

6% 8/15/08 to 5/15/09

Aaa

2,504,685

2,505,068

6.5% 10/15/27 to 12/15/28

Aaa

20,736,863

20,513,705

7.5% 3/15/06 to 10/15/28

Aaa

8,304,855

8,461,164

8% 2/15/17

Aaa

118,481

122,998

TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

31,602,935

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $235,519,998)

236,270,822

Asset-Backed Securities - 3.4%

American Express Credit Account Master Trust 6.1% 12/15/06

A1

1,500,000

1,496,715

Capita Equipment Receivables Trust 6.48% 10/15/06

Baa2

880,000

872,988

Discover Card Master Trust I 5.85% 11/16/04

A2

4,000,000

3,990,625

Ford Credit Auto
Owner Trust:

6.2% 12/15/02

Aa2

830,000

832,464

6.4% 12/15/02

Aa2

480,000

481,950

7.03% 11/15/03

Aaa

209,000

211,874

JCPenney Master Credit Card Trust 5.5% 6/15/07

Aaa

7,000,000

6,912,500

Key Auto Finance Trust:

6.3% 10/15/03

A2

75,844

75,607

6.65% 10/15/03

Baa3

49,531

49,515

Premier Auto Trust
5.59% 2/9/04

Aaa

6,000,000

5,966,220

Railcar Trust 7.75% 6/1/04

Aaa

452,610

466,188

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

Sears Credit Account Master Trust II:

6.75% 9/16/09

Aaa

$ 2,255,000

$ 2,314,898

7.5% 11/15/07

A2

1,300,000

1,332,500

TOTAL ASSET-BACKED SECURITIES

(Cost $24,961,370)

25,004,044

Commercial Mortgage Securities - 2.3%

CS First Boston Mortgage Securities Corp.:

floater Series 1998-FL1:

Class D, 7.12% 1/10/13 (c)

Aa1

2,100,000

2,099,836

Class E, 7.47% 1/10/13 (c)(e)

Baa1

2,650,000

2,649,793

Series 1997-C2 Class D, 7.27% 1/17/35

Baa2

1,080,000

1,062,229

Series 2000-C1 Class A2, 7.545% 4/15/62

AAA

1,100,000

1,170,902

DLJ Commercial Mortgage Corp. Series 2000-CF1 Class A1B, 7.62% 5/10/10

Aaa

3,000,000

3,206,361

Equitable Life Assurance Society of the United States:

Series 174 Class C1, 7.52% 5/15/06 (c)

A2

500,000

518,594

Series 961 Class B1, 7.33% 5/15/06 (c)

Aa2

500,000

521,016

Fannie Mae sequential pay Series 1996-M5 Class A1, 7.141% 7/25/10 ACES

Aaa

58,822

59,824

General Motors Acceptance Corp. Commercial Mortgage Securities, Inc. Series 2000-C3 Class A2, 6.957% 12/1/15

Aaa

2,000,000

2,057,500

GS Mortgage Securities Corp. II Series 1998-GLII Class E, 6.9699% 4/13/31 (c)(e)

Baa3

1,000,000

945,313

Thirteen Affiliates of General Growth Properties, Inc. sequential pay Series 1 Class A2, 6.602% 12/15/10 (c)

Aaa

2,500,000

2,510,547

TOTAL COMMERCIAL MORTGAGE SECURITIES

(Cost $16,444,111)

16,801,915

Foreign Government and Government Agency Obligations (f) - 3.0%

Moody's Ratings (unaudited) (a)

Principal Amount

Value
(Note 1)

British Columbia Province yankee 7% 1/15/03

Aa2

$ 500,000

$ 510,025

Korean Republic yankee 8.75% 4/15/03

Baa2

775,000

805,605

Manitoba Province yankee 6.75% 3/1/03

Aa3

500,000

510,615

Quebec Province:

yankee:

7.125% 2/9/24

A2

250,000

255,145

7.5% 7/15/23

A2

8,550,000

9,104,981

7% 1/30/07

A2

1,000,000

1,038,310

7.5% 9/15/29

A2

6,480,000

6,915,456

United Mexican States:

8.5% 2/1/06

Baa3

1,200,000

1,212,000

9.875% 2/1/10

Baa3

2,290,000

2,464,040

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $22,486,078)

22,816,177

Supranational Obligations - 0.6%

Inter-American Development Bank yankee 6.29% 7/16/27
(Cost $3,974,840)

Aaa

4,000,000

4,073,840

Cash Equivalents - 7.4%

Maturity Amount

Investments in repurchase agreements (U.S. Government Obligations), in a joint trading account at 6.49%, dated 12/29/00 due 1/2/01
(Cost $54,751,000)

$ 54,790,464

54,751,000

TOTAL INVESTMENT
PORTFOLIO - 103.6%

(Cost $759,580,506)

766,531,979

NET OTHER ASSETS - (3.6)%

(26,285,730)

NET ASSETS - 100%

$ 740,246,249

Legend

(a) S&P credit ratings are used in the absence of a rating by Moody's Investors Service, Inc.

(b) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $43,873,285 or 5.9% of net assets.

(d) Security purchased on a delayed delivery or when-issued basis.

(e) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(f) For foreign government obligations not individually rated by S&P or Moody's, the ratings listed have been assigned by FMR, the fund's investment adviser, based principally on S&P and Moody's ratings of the sovereign credit of the issuing government.

Other Information

The composition of long-term debt holdings as a percentage of total value of investments in securities, is as follows (ratings are unaudited):

Moody's Ratings

S&P Ratings

Aaa, Aa, A

76.2%

AAA, AA, A

68.5%

Baa

16.3%

BBB

15.8%

Ba

0.1%

BB

1.1%

B

0.0%

B

0.0%

Caa

0.0%

CCC

0.0%

Ca, C

0.0%

CC, C

0.0%

D

0.0%

Purchases and sales of securities, other than short-term securities, aggregated $984,514,096 and $957,050,571, respectively, of which long-term U.S. government and government agency obligations aggregated $777,713,796 and $740,822,478, respectively.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $17,520,200. The weighted average interest rate was 6.05%. Interest earned from the interfund lending program amounted to $29,446 and is included in interest income on the Statement of Operations.

The fund participated in the security lending program. At period end, there were no loans outstanding.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $759,893,269. Net unrealized appreciation aggregated $6,638,710, of which $13,123,675 related to appreciated investment securities and $6,484,965 related to depreciated investment securities.

At December 31, 2000, the fund had a capital loss carryforward of approximately $22,612,000 of which $11,269,000 and $11,343,000 will expire on December 31, 2007 and 2008, respectively.

A total of 12.26% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax. The fund will notify shareholders in January 2001 of amounts for use in preparing 2000 income tax returns (unaudited).

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Fidelity Variable Insurance Products: Investment Grade Bond Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value (including repurchase agreements of $54,751,000)
(cost $759,580,506) -
See accompanying schedule

$ 766,531,979

Cash

135

Receivable for investments sold

2,230,353

Receivable for fund shares sold

3,005,762

Interest receivable

10,154,295

Total assets

781,922,524

Liabilities

Payable for investments purchased
Regular delivery

$ 1,865,134

Delayed delivery

37,396,411

Payable for fund shares redeemed

2,075,043

Accrued management fee

254,043

Distribution fees payable

55

Other payables and accrued expenses

85,589

Total liabilities

41,676,275

Net Assets

$ 740,246,249

Net Assets consist of:

Paid in capital

$ 714,497,239

Undistributed net investment income

41,328,235

Accumulated undistributed
net realized gain (loss)
on investments

(22,530,698)

Net unrealized appreciation (depreciation) on investments

6,951,473

Net Assets

$ 740,246,249

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($739,910,712 ÷
58,766,801 shares)

$12.59

Service Class:
Net Asset Value, offering price
and redemption price
per share ($106,585 ÷
8,474 shares)

$12.58

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($228,952 ÷
18,264 shares)

$12.54

Statement of Operations

Year ended December 31, 2000

Investment Income

Interest

$ 45,027,059

Security lending

65,411

Total income

45,092,470

Expenses

Management fee

$ 2,726,435

Transfer agent fees

430,368

Distribution fees

372

Accounting and security lending fees

176,638

Non-interested trustees' compensation

2,189

Custodian fees and expenses

43,392

Audit

31,222

Legal

4,619

Miscellaneous

27,847

Total expenses before reductions

3,443,082

Expense reductions

(5,296)

3,437,786

Net investment income

41,654,684

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on investment securities

(10,492,303)

Change in net unrealized appreciation (depreciation)
on investment securities

37,499,798

Net gain (loss)

27,007,495

Net increase (decrease) in net assets resulting from operations

$ 68,662,179

Other Information

Expense reductions
FMR Reimbursement,
Service Class 2

$ 910

Custodian credits

4,386

$ 5,296

See accompanying notes which are an integral part of the financial statements.

Annual Report

Variable Insurance Products: Investment Grade Bond Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 41,654,684

$ 43,183,071

Net realized gain (loss)

(10,492,303)

(11,737,244)

Change in net unrealized appreciation (depreciation)

37,499,798

(38,771,648)

Net increase (decrease) in net assets resulting from operations

68,662,179

(7,325,821)

Distributions to shareholders
From net investment income

(43,339,425)

(28,513,399)

From net realized gain

-

(8,945,380)

Total distributions

(43,339,425)

(37,458,779)

Share transactions - net increase (decrease)

56,071,728

28,823,589

Total increase (decrease) in net assets

81,394,482

(15,961,011)

Net Assets

Beginning of period

658,851,767

674,812,778

End of period (including undistributed net investment income of $41,328,235 and $42,809,963, respectively)

$ 740,246,249

$ 658,851,767

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

20,063,685

$ 241,746,618

20,833,388

$ 258,967,451

Reinvested

3,827,956

43,332,459

3,052,875

37,458,779

Redeemed

(19,290,975)

(229,327,088)

(21,798,580)

(267,602,641)

Net increase (decrease)

4,600,666

$ 55,751,989

2,087,683

$ 28,823,589

Service Class A
Sold

8,474

$ 100,000

-

$ -

Reinvested

-

-

-

-

Redeemed

-

-

-

-

Net increase (decrease)

8,474

$ 100,000

-

$ -

Service Class 2 B
Sold

17,796

$ 214,552

-

$ -

Reinvested

615

6,965

-

-

Redeemed

(147)

(1,778)

-

-

Net increase (decrease)

18,264

$ 219,739

-

$ -

Distributions
From net investment income
Initial Class

$ 43,332,459

$ 28,513,399

Service Class A

-

-

Service Class 2 B

6,966

-

Total

$ 43,339,425

$ 28,513,399

From net realized gain
Initial Class

$ -

$ 8,945,380

Service Class A

-

-

Service Class 2 B

-

-

Total

$ -

$ 8,945,380

$ 43,339,425

$ 37,458,779

A Service Class commenced sale of shares July 7, 2000.

B Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 12.160

$ 12.960

$ 12.560

$ 12.240

$ 12.480

Income from Investment Operations

Net investment income

.771 C

.743 C

.725 C

.759 C

.670

Net realized and unrealized gain (loss)

.499

(.873)

.335

.291

(.290)

Total from investment operations

1.270

(.130)

1.060

1.050

.380

Less Distributions

From net investment income

(.840)

(.510)

(.590)

(.730)

(.620)

From net realized gain

-

(.160)

(.070)

-

-

Total distributions

(.840)

(.670)

(.660)

(.730)

(.620)

Net asset value, end of period

$ 12.590

$ 12.160

$ 12.960

$ 12.560

$ 12.240

Total Return B

11.22%

(1.05)%

8.85%

9.06%

3.19%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 739,911

$ 658,852

$ 674,813

$ 324,525

$ 228,594

Ratio of expenses to average net assets

.54%

.54%

.57%

.58%

.58%

Ratio of net investment income to average net assets

6.50%

6.07%

5.85%

6.34%

6.49%

Portfolio turnover rate

154%

87%

239%

191%

81%

Financial Highlights - Service Class

Year ended December 31,

2000 D

Selected Per-Share Data

Net asset value, beginning of period

$ 11.800

Income from Investment Operations

Net investment income C

.377

Net realized and unrealized gain (loss)

.403

Total from investment operations

.780

Net asset value, end of period

$ 12.580

Total Return B

6.61%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 107

Ratio of expenses to average net assets

.64% A

Ratio of net investment income to average net assets

6.40% A

Portfolio turnover rate

154%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C Net investment income per share has been calculated based on average shares outstanding during the period.

D For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000

See accompanying notes which are an integral part of the financial statements.

Annual Report

Variable Insurance Products: Investment Grade Bond Portfolio
Financial Statements - continued

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 12.060

Income from Investment Operations

Net investment income D

.686

Net realized and unrealized gain (loss)

.634

Total from investment operations

1.320

Less Distributions

From net investment income

(.840)

Net asset value, end of period

$ 12.540

Total Return B, C

11.69%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 229

Ratio of expenses to average net assets

1.05% A, F

Ratio of net investment income to average net assets

5.99% A

Portfolio turnover rate

154%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total return would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000

F FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Investment Grade Bond Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from December 28, 1998 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the life of fund total return would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Life of
fund

Fidelity VIP: Mid Cap - Service Class 2

33.34%

42.81%

S&P MidCap 400

17.51%

19.12%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Standard & Poor's MidCap 400 Index - a market capitalization-weighted index of 400 medium-capitalization stocks. This benchmark includes reinvested dividends and capital gains if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown. The life of fund figures are from commencement of operations, December 28, 1998.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would be lower.


Understanding Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

$10,000 Over Life of Fund



$10,000 Over Life of Fund: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Mid Cap Portfolio - Service Class 2 - on December 28, 1998, when the fund started. As the chart shows, by December 31, 2000, the value of the investment would have grown to $20,476 - a 104.76% increase on the initial investment. For comparison, look at how the Standard & Poor's MidCap 400 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $14,217 - a 42.17% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Freddie Mac

2.9

Genzyme Corp. - General Division

1.3

Fannie Mae

1.2

Concord EFS, Inc.

1.1

CIGNA Corp.

1.0

7.5

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

23.3

Health

19.0

Utilities

8.1

Technology

6.9

Basic Industries

6.2

Asset Allocation as of December 31, 2000

% of fund's net assets *

Stocks 88.1%

Bonds 0.9%

Short-Term
Investments and
Net Other Assets 11.0%



* Foreign investments 5.0%

Annual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
David Felman,
Portfolio Manager
of Mid Cap Portfolio

Q. How did the fund perform, David?

A. The fund performed very well, substantially outperforming its benchmark, the Standard & Poor's MidCap 400 Index, which returned 17.51% for the 12-month period ending December 31, 2000.

Q. What factors affected performance?

A. As the period began in early 2000, the telecommunications and technology themes drove market and fund performance. Wireless communications systems increased market penetration throughout the world, and the use of the Internet was expanding. But by the middle of the period, cracks appeared in both trends. The dot-coms started experiencing problems, which hurt technology stocks in general. At the same time, supply in wireless communications began to outpace demand and telecommunications stocks also began to fall. At mid-year, as I saw the slowing growth in both telecommunications and the Internet, I became more cautious and reduced my exposure to technology. While I consistently kept the fund's technology weighting at more than 30% of net assets early in 2000, I cut the exposure to the sector to just under 7% of net assets by December 31. Similarly, my emphasis on energy benefited performance in the first part of the period, while my decision to reduce exposure to the sector helped in the second six months. Energy investments fell from almost 11% of net assets on June 30 to just 4.0% on December 31. I cut the emphasis on energy as stocks hit my target prices and OPEC began showing less discipline in controlling supply.

Q. Why did you increase finance and health care, which were the fund's two largest weightings, at 23.3% and 19.0% of net assets, respectively, at the end of the period?

A. I raised my finance weighting substantially in the final weeks of the year. As weakness appeared in the economy, I believed the Federal Reserve Board would have to cut short-term rates sooner and more significantly than most observers expected. Because of slowing economic growth, I wanted to avoid the technology sector. I also wanted to avoid exposure to credit risk, which meant de-emphasizing banks that might be lenders to technology companies. I favored companies that would benefit from a lower interest-rate environment, but which were not credit sensitive. These included Freddie Mac and Fannie Mae, two quasi-government, mortgage-oriented institutions, as well as title insurance companies such as Fidelity National Financial and First American Corp. I increased the fund's emphasis in health care, both HMOs and biotechnology, because I saw growth opportunities there, regardless of the overall economic picture. HMOs started to improve their performance as they gained greater control over both their pricing and their costs. In the case of biotechnology, many of the most promising companies were developing products based on genomics, or the science of gene mapping.

Q. What stocks helped performance?

A. Many Internet-related stocks contributed early in the year. A good example is Veritas Software, which was a beneficiary of the need for more data storage capability in electronic commerce. I sold my position in Veritas later in the year because it grew to be too large for the S&P 400 index and because I was concerned about the slowing of Internet growth. Health care stocks also were big contributors. Oxford Health Plans and Trigon Healthcare were two HMOs with very good performance. Myriad Genetics, which is developing diagnostic processes for heart disease and cancer, was a very strong performer, as was Protein Design Labs, a biotech research company. Among finance holdings, Freddie Mac performed very well.

Q. Were there any disappointments?

A. While I cut the technology holdings dramatically, I probably should have moved even earlier. DoubleClick, the leader in Internet advertising, fell sharply as the Internet market slowed. Kopin, which produces wafers for wireless handsets, was a big contributor overall, but I held on to the stock too long and it detracted from performance in the second half of the period. Other technology investments that held back performance later in the period included Qlogic and Pegasus Communications. I have sold my positions in Kopin and QLogic.

Q. What's your outlook, David?

A. The critical issue I face is whether to continue to de-emphasize technology or whether the sector's outlook will improve and begin to rally. While it's true that consumer-oriented Internet stocks have been weak, corporate spending on data processing and Internet operations continues to expand. A key question will be whether major corporations, both domestic and multinational, continue to spend heavily on information technology or whether their technology spending will slow. This is one of the key questions with which I will be wrestling.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: long-term growth of capital by investing primarily in common stocks of companies with medium-sized capitalizations

Start date: December 28, 1998

Size: as of December 31, 2000, more than $945 million

Manager: David Felman, since 1999; joined Fidelity in 1993

3

Annual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 88.1%

Shares

Value (Note 1)

AEROSPACE & DEFENSE - 0.6%

Aerospace & Defense - 0.5%

Alliant Techsystems, Inc. (a)

2,300

$ 153,525

Honeywell International, Inc.

70,500

3,335,531

Rockwell International Corp.

19,700

938,213

4,427,269

Ship Building & Repair - 0.1%

General Dynamics Corp.

17,700

1,380,600

TOTAL AEROSPACE & DEFENSE

5,807,869

BASIC INDUSTRIES - 6.2%

Chemicals & Plastics - 3.3%

Agrium, Inc.

343,700

4,963,384

Cytec Industries, Inc. (a)

59,600

2,380,275

Georgia Gulf Corp.

65,100

1,110,769

IMC Global, Inc.

201,800

3,140,513

Ivex Packaging Corp. (a)

33,700

368,594

Lyondell Chemical Co.

84,680

1,296,663

Olin Corp.

44,700

988,988

PolyOne Corp.

23,300

136,888

Potash Corp. of Saskatchewan

75,320

5,893,167

Praxair, Inc.

130,600

5,795,375

Solutia, Inc.

35,440

425,280

Union Carbide Corp.

76,800

4,132,800

30,632,696

Packaging & Containers - 0.2%

Packaging Corp. of America

109,500

1,765,688

Paper & Forest Products - 2.7%

Bowater, Inc.

33,500

1,888,563

Georgia-Pacific Group

140,100

4,360,613

International Paper Co.

130,500

5,326,031

Kimberly-Clark Corp.

49,900

3,527,431

Mead Corp.

66,000

2,070,750

Pactiv Corp. (a)

223,000

2,759,625

Smurfit-Stone Container Corp. (a)

62,900

939,569

Weyerhaeuser Co.

18,400

933,800

Willamette Industries, Inc.

82,800

3,886,425

25,692,807

TOTAL BASIC INDUSTRIES

58,091,191

CONSTRUCTION & REAL ESTATE - 1.1%

Building Materials - 0.6%

American Standard Companies, Inc. (a)

56,830

2,802,429

Flowserve Corp.

29,600

632,700

York International Corp.

62,100

1,905,694

5,340,823

Construction - 0.4%

Centex Corp.

50,500

1,896,906

Shares

Value (Note 1)

Kaufman & Broad Home Corp.

36,900

$ 1,243,069

Pulte Corp.

10,200

430,313

3,570,288

Engineering - 0.1%

Lexent, Inc.

3,900

66,788

Tetra Tech, Inc. (a)

24,900

793,688

860,476

Real Estate Investment Trusts - 0.0%

Spieker Properties, Inc.

11,900

596,488

TOTAL CONSTRUCTION & REAL ESTATE

10,368,075

DURABLES - 2.5%

Autos, Tires, & Accessories - 0.4%

Danaher Corp.

22,900

1,565,788

O'Reilly Automotive, Inc. (a)

69,500

1,859,125

Superior Industries International, Inc.

11,900

375,594

3,800,507

Consumer Durables - 0.8%

Minnesota Mining & Manufacturing Co.

61,700

7,434,850

Home Furnishings - 0.5%

Herman Miller, Inc.

23,700

681,375

Hillenbrand Industries, Inc.

67,200

3,460,800

HON Industries, Inc.

15,200

387,600

4,529,775

Textiles & Apparel - 0.8%

Liz Claiborne, Inc.

37,770

1,572,176

Mohawk Industries, Inc. (a)

16,800

459,900

Reebok International Ltd. (a)

114,750

3,137,265

Shaw Industries, Inc.

19,300

365,494

Timberland Co. Class A (a)

37,400

2,501,125

8,035,960

TOTAL DURABLES

23,801,092

ENERGY - 4.0%

Energy Services - 2.0%

BJ Services Co. (a)

33,480

2,305,935

Diamond Offshore Drilling, Inc.

5,700

228,000

ENSCO International, Inc.

68,210

2,323,403

Global Marine, Inc. (a)

97,800

2,775,075

Halliburton Co.

24,400

884,500

Helmerich & Payne, Inc.

15,200

666,900

Noble Drilling Corp. (a)

34,790

1,511,191

Pride International, Inc. (a)

19,500

480,188

Rowan Companies, Inc. (a)

9,200

248,400

Smith International, Inc. (a)

16,900

1,260,106

Tidewater, Inc.

39,450

1,750,594

Transocean Sedco Forex, Inc.

18,600

855,600

Varco International, Inc. (a)

66,148

1,438,708

Weatherford International, Inc.

50,530

2,387,543

19,116,143

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - 2.0%

Apache Corp.

17,550

$ 1,229,597

Burlington Resources, Inc.

7,500

378,750

Conoco, Inc. Class B

111,500

3,226,531

Cooper Cameron Corp. (a)

26,760

1,767,832

Devon Energy Corp.

11,961

729,287

EOG Resources, Inc.

52,300

2,860,156

Grant Prideco, Inc. (a)

36,430

799,183

Kerr-McGee Corp.

6,170

413,004

Noble Affiliates, Inc.

16,070

739,220

Ocean Energy, Inc.

47,890

832,089

Tosco Corp.

92,130

3,126,662

USX - Marathon Group

15,890

440,948

Valero Energy Corp.

62,700

2,331,656

18,874,915

TOTAL ENERGY

37,991,058

FINANCE - 23.3%

Banks - 1.7%

Commerce Bancorp, Inc.

31,110

2,127,146

Cullen/Frost Bankers, Inc.

47,500

1,986,094

Fifth Third Bancorp

22,500

1,344,375

Mercantile Bankshares Corp.

56,600

2,444,413

North Fork Bancorp, Inc.

115,900

2,846,794

PNC Financial Services Group, Inc.

20,500

1,497,781

U.S. Bancorp

122,500

3,575,469

15,822,072

Credit & Other Finance - 2.1%

Concord EFS, Inc. (a)

239,460

10,521,274

Countrywide Credit Industries, Inc.

71,300

3,582,825

Greenpoint Financial Corp.

87,800

3,594,313

Investors Financial Services Corp.

18,100

1,556,600

MBNA Corp.

12,600

465,413

19,720,425

Federal Sponsored Credit - 4.7%

Fannie Mae

129,100

11,199,425

Freddie Mac

401,410

27,647,074

USA Education, Inc.

89,400

6,079,200

44,925,699

Insurance - 12.8%

ACE Ltd.

124,700

5,291,956

Aetna, Inc. (a)

36,700

1,506,994

AFLAC, Inc.

37,150

2,681,766

Allmerica Financial Corp.

25,920

1,879,200

Allstate Corp.

132,600

5,776,388

AMBAC Financial Group, Inc.

92,310

5,382,827

American Financial Group, Inc.

43,900

1,166,094

American General Corp.

9,090

740,835

American International Group, Inc.

44,000

4,336,750

Arthur J. Gallagher & Co.

42,300

2,691,338

Shares

Value (Note 1)

Berkshire Hathaway, Inc.:

Class A (a)

101

$ 7,171,000

Class B (a)

2,443

5,750,822

ChoicePoint, Inc. (a)

59,600

3,907,525

CIGNA Corp.

71,150

9,413,145

Everest Re Group Ltd.

48,680

3,486,705

Fidelity National Financial, Inc.

203,100

7,502,006

First American Corp.

148,100

4,868,788

First Health Group Corp. (a)

59,600

2,775,125

Hartford Financial Services Group, Inc.

38,670

2,731,069

Hilb, Rogal & Hamilton Co.

17,900

713,763

Jefferson-Pilot Corp.

31,250

2,335,938

John Hancock Financial Services, Inc.

139,200

5,237,400

Loews Corp.

28,100

2,910,106

Markel Corp. (a)

5,700

1,031,700

MBIA, Inc.

30,510

2,261,554

Mercury General Corp.

31,300

1,373,288

MetLife, Inc.

60,000

2,100,000

MGIC Investment Corp.

14,100

950,869

Nationwide Financial Services, Inc.
Class A

39,400

1,871,500

Progressive Corp.

16,400

1,699,450

Protective Life Corp.

71,680

2,311,680

SAFECO Corp.

28,800

946,800

The Chubb Corp.

66,560

5,757,440

The St. Paul Companies, Inc.

50,400

2,737,350

Torchmark Corp.

52,600

2,021,813

Unitrin, Inc.

4,700

190,938

UnumProvident Corp.

17,800

478,375

XL Capital Ltd. Class A

60,700

5,303,663

121,293,960

Savings & Loans - 1.6%

Astoria Financial Corp.

37,900

2,058,444

Dime Bancorp, Inc.

129,190

3,819,179

Golden State Bancorp, Inc.

84,100

2,643,894

Roslyn Bancorp, Inc.

46,300

1,264,569

TCF Financial Corp.

60,500

2,696,031

Washington Mutual, Inc.

52,100

2,764,556

15,246,673

Securities Industry - 0.4%

Goldman Sachs Group, Inc.

24,300

2,598,581

Lehman Brothers Holdings, Inc.

12,000

811,500

3,410,081

TOTAL FINANCE

220,418,910

HEALTH - 19.0%

Drugs & Pharmaceuticals - 10.2%

Abgenix, Inc. (a)

700

41,344

Alkermes, Inc. (a)

66,500

2,086,438

Alliance Pharmaceutical Corp. (a)

11,900

102,638

Alpharma, Inc. Class A

19,400

851,175

Andrx Corp. - Andrx Group (a)

7,100

410,913

Common Stocks - continued

Shares

Value (Note 1)

HEALTH - continued

Drugs & Pharmaceuticals - continued

Aviron (a)

100,780

$ 6,733,364

Biovail Corp. (a)

62,200

2,422,946

Bristol-Myers Squibb Co.

69,060

5,106,124

Carter-Wallace, Inc.

58,800

1,962,450

Celgene Corp. (a)

125,840

4,089,800

Cell Therapeutics, Inc. (a)

32,800

1,478,050

Cerus Corp. (a)

8,600

647,150

CIMA Labs, Inc. (a)

20,200

1,314,263

Collateral Therapeutics, Inc. (a)

12,000

212,250

COR Therapeutics, Inc. (a)

24,240

852,945

Corixa Corp. (a)

39,300

1,095,488

CV Therapeutics, Inc. (a)

13,205

934,254

Enzon, Inc. (a)

30,000

1,861,875

Forest Laboratories, Inc. (a)

20,370

2,706,664

Genzyme Corp. - General Division (a)

131,404

11,818,147

Gilead Sciences, Inc. (a)

30,010

2,488,954

IDEC Pharmaceuticals Corp. (a)

22,900

4,340,981

ImClone Systems, Inc. (a)

127,900

5,627,600

Incyte Genomics, Inc. (a)

9,100

226,363

Inspire Pharmaceuticals, Inc.

13,800

359,663

Intermune Pharmaceuticals, Inc.

47,300

2,110,763

Inverness Medical Technology, Inc. (a)

13,200

513,975

IVAX Corp. (a)

23,200

888,560

King Pharmaceuticals, Inc. (a)

45,500

2,351,781

KV Pharmaceutical Co. Class A (a)

42,700

1,067,500

Medarex, Inc. (a)

16,200

660,150

Millennium Pharmaceuticals, Inc. (a)

106,124

6,566,423

Mylan Laboratories, Inc.

47,900

1,206,481

Myriad Genetics, Inc. (a)

5,500

455,125

Noven Pharmaceuticals, Inc. (a)

500

18,688

PRAECIS Pharmaceuticals, Inc.

35,900

1,050,075

Protein Design Labs, Inc. (a)

12,220

1,061,613

QLT, Inc. (a)

45,300

1,270,588

Schering-Plough Corp.

17,200

976,100

Sepracor, Inc. (a)

57,060

4,571,933

Shire Pharmaceuticals Group
PLC ADR (a)

17,100

787,669

Sigma-Aldrich Corp.

81,800

3,215,763

Teva Pharmaceutical Industries Ltd. sponsored ADR

69,600

5,098,200

Titan Pharmaceuticals, Inc. (a)

10,800

381,996

United Therapeutics Corp. (a)(c)

8,600

126,850

Vertex Pharmaceuticals, Inc. (a)

36,800

2,631,200

96,783,272

Medical Equipment & Supplies - 3.1%

Abbott Laboratories

15,800

765,313

AmeriSource Health Corp. Class A (a)

60,000

3,030,000

Apogent Technologies, Inc.

7,130

146,165

Biomet, Inc.

74,100

2,940,844

Cardinal Health, Inc.

64,900

6,465,663

Shares

Value (Note 1)

Cygnus, Inc. (a)

19,800

$ 96,525

McKesson HBOC, Inc.

81,500

2,925,035

Medtronic, Inc.

22,800

1,376,550

Novoste Corp. (a)

60,200

1,655,500

Priority Healthcare Corp. Class B (a)

52,200

2,130,413

St. Jude Medical, Inc. (a)

70,700

4,343,631

Steris Corp. (a)

25,700

414,413

Stryker Corp.

46,600

2,357,494

Sybron Dental Specialties, Inc. (a)

16,943

285,919

28,933,465

Medical Facilities Management - 5.7%

AmeriPath, Inc. (a)

97,300

2,432,500

Express Scripts, Inc. Class A (a)

69,580

7,114,555

HCA - The Healthcare Co.

86,800

3,820,068

Health Management Associates, Inc. Class A (a)

168,400

3,494,300

HEALTHSOUTH Corp. (a)

187,400

3,056,963

Laboratory Corp. of America Holdings (a)

4,800

844,800

Lifepoint Hospitals, Inc. (a)

47,200

2,365,900

Lincare Holdings, Inc. (a)

19,900

1,135,544

Oxford Health Plans, Inc. (a)

160,900

6,355,550

Quest Diagnostics, Inc. (a)

14,800

2,101,600

Tenet Healthcare Corp.

69,000

3,066,188

Trigon Healthcare, Inc. (a)

97,470

7,584,384

UnitedHealth Group, Inc.

112,800

6,923,100

Wellpoint Health Networks, Inc. (a)

27,200

3,134,800

53,430,252

TOTAL HEALTH

179,146,989

HOLDING COMPANIES - 0.0%

Leucadia National Corp.

12,500

442,969

INDUSTRIAL MACHINERY & EQUIPMENT - 2.2%

Electrical Equipment - 0.2%

L-3 Communications Holdings, Inc. (a)

11,600

893,200

Powerwave Technologies, Inc. (a)

4,900

286,650

Research in Motion Ltd. (a)

7,000

562,633

Vyyo, Inc.

13,800

84,525

1,827,008

Industrial Machinery & Equipment - 1.0%

CUNO, Inc. (a)

2,300

61,669

Deere & Co.

42,100

1,928,706

Mettler-Toledo International, Inc. (a)

89,400

4,861,125

Parker-Hannifin Corp.

44,200

1,950,325

Tennant Co.

18,800

902,400

9,704,225

Pollution Control - 1.0%

Allied Waste Industries, Inc. (a)

142,100

2,069,331

Republic Services, Inc. (a)

117,600

2,021,250

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIAL MACHINERY & EQUIPMENT - continued

Pollution Control - continued

Waste Connections, Inc. (a)

77,500

$ 2,562,344

Waste Management, Inc.

83,100

2,306,025

8,958,950

TOTAL INDUSTRIAL MACHINERY & EQUIPMENT

20,490,183

MEDIA & LEISURE - 1.6%

Broadcasting - 0.3%

Pegasus Communications Corp. (a)

25,590

658,943

Radio One, Inc. Class A (a)

13,970

149,304

Univision Communications, Inc.
Class A (a)

37,660

1,541,706

2,349,953

Entertainment - 0.1%

Park Place Entertainment Corp. (a)

48,400

577,775

Six Flags, Inc. (a)

35,200

605,000

1,182,775

Leisure Durables & Toys - 0.1%

Mattel, Inc.

92,400

1,334,256

Lodging & Gaming - 0.3%

International Game Technology (a)

52,700

2,529,600

Publishing - 0.0%

Reader's Digest Association, Inc.
Class A (non-vtg.)

3,360

131,460

Restaurants - 0.8%

Brinker International, Inc. (a)

76,200

3,219,450

Jack in the Box, Inc. (a)

104,280

3,069,742

Tricon Global Restaurants, Inc. (a)

48,000

1,584,000

7,873,192

TOTAL MEDIA & LEISURE

15,401,236

NONDURABLES - 4.8%

Agriculture - 0.2%

Delta & Pine Land Co.

4,900

102,594

Nutreco Holding NV

40,424

2,155,180

2,257,774

Beverages - 0.6%

Adolph Coors Co. Class B

23,100

1,855,219

Anheuser-Busch Companies, Inc.

27,700

1,260,350

Pepsi Bottling Group, Inc.

55,700

2,224,519

5,340,088

Foods - 2.7%

Archer-Daniels-Midland Co.

256,000

3,840,000

ConAgra Foods, Inc.

33,100

860,600

Flowers Industries, Inc.

216,500

3,409,875

H.J. Heinz Co.

37,200

1,764,675

Keebler Foods Co.

35,940

1,489,264

McCormick & Co., Inc. (non-vtg.)

41,300

1,489,381

PepsiCo, Inc.

63,100

3,127,394

Shares

Value (Note 1)

Sysco Corp.

222,200

$ 6,666,000

Wm. Wrigley Jr. Co.

35,300

3,382,181

26,029,370

Household Products - 0.1%

Colgate-Palmolive Co.

13,100

845,605

Tobacco - 1.2%

Philip Morris Companies, Inc.

125,300

5,513,200

RJ Reynolds Tobacco Holdings, Inc.

118,600

5,781,750

11,294,950

TOTAL NONDURABLES

45,767,787

PRECIOUS METALS - 1.9%

Agnico-Eagle Mines Ltd.

30,630

183,878

Barrick Gold Corp.

281,940

4,628,164

Meridian Gold, Inc. (a)

146,300

995,371

Newmont Mining Corp.

233,080

3,976,928

Placer Dome, Inc.

288,000

2,775,880

Stillwater Mining Co. (a)

138,420

5,446,827

TOTAL PRECIOUS METALS

18,007,048

RETAIL & WHOLESALE - 1.2%

Apparel Stores - 0.1%

Venator Group, Inc. (a)

81,200

1,258,600

Drug Stores - 0.1%

Walgreen Co.

20,700

865,519

Grocery Stores - 0.9%

Kroger Co. (a)

59,500

1,610,219

Safeway, Inc. (a)

28,700

1,793,750

Whole Foods Market, Inc. (a)

73,430

4,488,409

7,892,378

Retail & Wholesale, Miscellaneous - 0.1%

Alberto-Culver Co. Class B

21,100

903,344

TOTAL RETAIL & WHOLESALE

10,919,841

SERVICES - 1.9%

Advertising - 0.5%

ADVO, Inc. (a)

68,750

3,050,781

DoubleClick, Inc. (a)

74,100

815,100

Omnicom Group, Inc.

15,300

1,267,988

5,133,869

Leasing & Rental - 0.1%

GATX Corp.

11,300

563,588

Services - 1.3%

ACNielsen Corp. (a)

26,400

957,000

Cintas Corp.

175,290

9,323,237

Convergys Corp. (a)

7,400

335,313

Ecolab, Inc.

14,800

639,175

Common Stocks - continued

Shares

Value (Note 1)

SERVICES - continued

Services - continued

National Processing, Inc. (a)

33,900

$ 576,300

Robert Half International, Inc. (a)

15,140

401,210

12,232,235

TOTAL SERVICES

17,929,692

TECHNOLOGY - 6.9%

Communications Equipment - 0.6%

CIENA Corp. (a)

5,220

424,125

Comverse Technology, Inc. (a)

8,750

950,469

Natural MicroSystems Corp. (a)

10,300

101,713

Nokia AB sponsored ADR

77,400

3,366,900

Plantronics, Inc. (a)

18,300

860,100

5,703,307

Computer Services & Software - 4.9%

Affiliated Computer Services, Inc.
Class A (a)

25,320

1,536,607

Avant! Corp. (a)

2,900

53,106

Cadence Design Systems, Inc. (a)

126,620

3,482,050

Cerner Corp. (a)

15,700

726,125

DST Systems, Inc. (a)

31,400

2,103,800

Eclipsys Corp. (a)

59,800

1,465,100

Electronic Arts, Inc. (a)

23,100

984,638

Fiserv, Inc. (a)

43,000

2,039,813

Informix Corp. (a)

37,700

111,922

J.D. Edwards & Co. (a)

61,000

1,086,563

Jack Henry & Associates, Inc.

21,800

1,354,325

Kana Communications, Inc. (a)

104,000

1,196,000

Mentor Graphics Corp. (a)

95,800

2,628,513

PeopleSoft, Inc. (a)

100,100

3,722,469

Polycom, Inc. (a)

32,100

1,033,219

Rational Software Corp. (a)

137,000

5,334,438

SunGard Data Systems, Inc. (a)

103,500

4,877,438

Sybase, Inc. (a)

69,400

1,374,988

Synopsys, Inc. (a)

17,400

825,413

The BISYS Group, Inc. (a)

133,100

6,937,838

webMethods, Inc.

40,700

3,619,756

46,494,121

Computers & Office Equipment - 0.2%

FileNET Corp. (a)

47,400

1,291,650

Juniper Networks, Inc. (a)

3,060

385,751

Network Appliance, Inc. (a)

80

5,135

Quantum Corp. - Hard Disk Drive Group (a)

700

5,600

1,688,136

Electronic Instruments - 1.1%

Applera Corp. -
Applied Biosystems Group

8,610

809,878

Thermo Electron Corp. (a)

76,200

2,266,950

Shares

Value (Note 1)

Varian, Inc. (a)

14,450

$ 489,494

Waters Corp. (a)

79,820

6,664,970

10,231,292

Electronics - 0.1%

MIPS Technologies, Inc.:

Class A (a)

7,600

202,825

Class B (a)

100

2,548

NVIDIA Corp. (a)

6,900

226,083

TriQuint Semiconductor, Inc.

21,400

934,913

1,366,369

TOTAL TECHNOLOGY

65,483,225

TRANSPORTATION - 2.8%

Air Transportation - 0.9%

Atlantic Coast Airlines Holdings, Inc. (a)

37,000

1,512,375

Continental Airlines, Inc. Class B (a)

10,100

521,413

Northwest Airlines Corp. (a)

18,000

542,250

SkyWest, Inc.

14,200

408,250

Southwest Airlines Co.

175,550

5,886,192

8,870,480

Railroads - 0.8%

Burlington Northern Santa Fe Corp.

31,640

895,808

Canadian National Railway Co.

52,000

1,538,287

CSX Corp.

65,600

1,701,500

Norfolk Southern Corp.

59,800

796,088

Union Pacific Corp.

53,350

2,707,513

7,639,196

Shipping - 0.2%

OMI Corp. (a)

14,300

92,056

Teekay Shipping Corp.

33,900

1,288,200

1,380,256

Trucking & Freight - 0.9%

C.H. Robinson Worldwide, Inc.

53,950

1,696,053

Expeditors International of
Washington, Inc.

65,300

3,505,794

Forward Air Corp. (a)

35,385

1,320,303

Landstar System, Inc. (a)

18,800

1,042,225

United Parcel Service, Inc. Class B

13,500

793,969

8,358,344

TOTAL TRANSPORTATION

26,248,276

UTILITIES - 8.1%

Cellular - 0.4%

ALLTEL Corp.

37,200

2,322,675

QUALCOMM, Inc. (a)

13,500

1,109,531

Telephone & Data Systems, Inc.

3,302

297,180

3,729,386

Electric Utility - 6.6%

AES Corp. (a)

57,260

3,170,773

Allegheny Energy, Inc.

72,600

3,498,413

Common Stocks - continued

Shares

Value (Note 1)

UTILITIES - continued

Electric Utility - continued

Ameren Corp.

66,100

$ 3,061,256

American Electric Power Co., Inc.

97,000

4,510,500

Calpine Corp. (a)

61,680

2,779,455

Cinergy Corp.

21,600

758,700

Citizens Communications Co. (a)

46,000

603,750

Constellation Energy Corp.

15,800

711,988

DPL, Inc.

172,600

5,728,163

Duke Energy Corp.

40,700

3,469,675

Exelon Corp.

78,800

5,532,548

IPALCO Enterprises, Inc.

64,180

1,552,354

NiSource, Inc.

81,670

2,511,353

NRG Energy, Inc.

36,500

1,015,156

NSTAR Companies

37,800

1,620,675

Public Service Enterprise Group, Inc.

58,200

2,829,975

Reliant Energy, Inc.

46,000

1,992,375

SCANA Corp.

97,900

2,894,169

Southern Co.

163,300

5,429,725

Southern Energy, Inc.

46,500

1,316,531

TECO Energy, Inc.

12,900

417,638

TNPC, Inc.

39,600

388,575

TXU Corp.

43,400

1,923,163

Utilicorp United, Inc.

46,100

1,429,100

XCEL Energy, Inc.

121,900

3,542,719

62,688,729

Gas - 1.0%

Dynegy, Inc. Class A

36,194

2,029,126

Equitable Resources, Inc.

40,300

2,690,025

Kinder Morgan, Inc.

58,680

3,062,362

Questar Corp.

51,600

1,551,225

9,332,738

Telephone Services - 0.1%

CenturyTel, Inc.

21,900

782,925

TOTAL UTILITIES

76,533,778

TOTAL COMMON STOCKS

(Cost $725,990,466)

832,849,219

Convertible Preferred Stocks - 0.0%

FINANCE - 0.0%

Credit & Other Finance - 0.0%

Southern Energy, Inc. Series A, $3.125

2,600

161,200

UTILITIES - 0.0%

Electric Utility - 0.0%

NiSource, Inc. $2.60 SAILS

1,037

2,852

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $132,074)

164,052

U.S. Treasury Obligations - 1.0%

Moody's Ratings (unaudited)

Principal Amount

Value
(Note 1)

U.S. Treasury Bills, yield at date of purchase 6% to 6.26% 1/11/01 to 3/1/01

-

$ 1,300,000

$ 1,295,044

U.S. Treasury Bonds:

6.125% 8/15/29

Aaa

5,700,000

6,199,662

6.25% 5/15/30

Aaa

1,600,000

1,784,992

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $9,289,564)

9,279,698

Cash Equivalents - 12.6%

Shares

Fidelity Cash Central Fund,
6.53% (b)

116,410,166

116,410,166

Fidelity Securities Lending
Cash Central Fund, 6.61% (b)

2,696,400

2,696,400

TOTAL CASH EQUIVALENTS

(Cost $119,106,566)

119,106,566

TOTAL INVESTMENT PORTFOLIO - 101.7%

(Cost $854,518,670)

961,399,535

NET OTHER ASSETS - (1.7)%

(16,393,062)

NET ASSETS - 100%

$ 945,006,473

Security Type Abbreviations

SAILS

-

Stock Appreciation Income Linked Securities

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

United Therapeutics Corp.

7/13/00

$ 946,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,544,918,419 and $801,530,552.

The market value of futures contracts opened and closed during the period amounted to $81,165,819 and $80,735,402, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $65,222 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $126,850 or 0.0% of net assets.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $2,571,956. The fund received cash collateral of $2,696,400 which was invested in cash equivalents.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $860,273,593. Net unrealized appreciation aggregated $101,125,942, of which $119,743,433 related to appreciated investment securities and $18,617,491 related to depreciated investment securities.

The fund hereby designates approximately $9,000 as a capital gain dividend for the purpose of the dividend paid deduction.

The fund intends to elect to defer to its fiscal year ending December 31, 2001 approximately $17,195,000 of losses recognized during the period November 1, 2000 to December 31, 2000.

At December 31, 2000, the fund had a capital loss carryforward of approximately $15,428,000 all of which will expire on December 31, 2008.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Fidelity Variable Insurance Products: Mid Cap Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $854,518,670) -
See accompanying schedule

$ 961,399,535

Cash

182,113

Receivable for investments sold

4,653,564

Receivable for fund shares sold

5,536,222

Dividends receivable

562,277

Interest receivable

859,941

Other receivables

4,060

Total assets

973,197,712

Liabilities

Payable for investments purchased

$ 24,546,560

Payable for fund shares redeemed

469,612

Accrued management fee

416,487

Distribution fees payable

35,459

Other payables and
accrued expenses

26,721

Collateral on securities loaned,
at value

2,696,400

Total liabilities

28,191,239

Net Assets

$ 945,006,473

Net Assets consist of:

Paid in capital

$ 877,368,530

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(39,241,905)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

106,879,848

Net Assets

$ 945,006,473

Initial Class:
Net Asset Value, offering price
and redemption price per share ($589,026,129
÷ 29,077,661 shares)

$20.26

Service Class:
Net Asset Value, offering price
and redemption price per share ($282,941,175
÷ 13,990,275 shares)

$20.22

Service Class 2:
Net Asset Value, offering price
and redemption price per share ($73,039,169
÷ 3,615,337 shares)

$20.20

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 2,432,926

Interest

3,643,910

Security lending

75,614

Total income

6,152,450

Expenses

Management fee

$ 2,074,517

Transfer agent fees

264,159

Distribution fees

201,060

Accounting and security lending fees

129,548

Non-interested trustees' compensation

1,054

Custodian fees and expenses

115,950

Audit

21,126

Legal

2,847

Reports to shareholders

49,812

Miscellaneous

640

Total expenses before reductions

2,860,713

Expense reductions

(171,361)

2,689,352

Net investment income

3,463,098

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(38,442,549)

Foreign currency transactions

(9,867)

Futures contracts

(642,798)

(39,095,214)

Change in net unrealized appreciation (depreciation) on:

Investment securities

102,517,280

Assets and liabilities in
foreign currencies

(937)

Futures contracts

(12,194)

102,504,149

Net gain (loss)

63,408,935

Net increase (decrease) in net assets resulting from operations

$ 66,872,033

Other Information

Expense reductions
Directed brokerage arrangements

$ 169,031

Custodian credits

2,330

$ 171,361

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Mid Cap Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income (loss)

$ 3,463,098

$ (3,279)

Net realized gain (loss)

(39,095,214)

139,917

Change in net unrealized appreciation (depreciation)

102,504,149

4,343,490

Net increase (decrease) in net assets resulting from operations

66,872,033

4,480,128

Distributions to shareholders
From net investment income

(3,490,324)

-

From net realized gain

-

(139,917)

In excess of net realized gain

(131,105)

(32,523)

Total distributions

(3,621,429)

(172,440)

Share transactions - net increase (decrease)

854,104,079

22,312,614

Total increase (decrease) in net assets

917,354,683

26,620,302

Net Assets

Beginning of period

27,651,790

1,031,488

End of period

$ 945,006,473

$ 27,651,790

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

30,056,800

$ 574,378,689

67,742

$ 873,931

Reinvested

114,222

2,311,193

755

10,914

Redeemed

(1,207,719)

(23,158,134)

(4,140)

(54,766)

Net increase (decrease)

28,963,303

$ 553,531,748

64,357

$ 830,079

Service Class
Sold

13,897,441

$ 261,436,662

1,749,215

$ 22,631,585

Reinvested

55,437

1,095,062

11,186

161,526

Redeemed

(1,662,521)

(31,588,706)

(110,484)

(1,310,576)

Net increase (decrease)

12,290,357

$ 230,943,018

1,649,917

$ 21,482,535

Service Class 2 A
Sold

3,839,632

$ 73,663,061

Reinvested

10,659

215,174

Redeemed

(234,954)

(4,248,922)

Net increase (decrease)

3,615,337

$ 69,629,313

Distributions

From net investment income
Initial Class

$ 2,302,727

$ -

Service Class

973,094

-

Service Class 2 A

214,503

-

Total

$ 3,490,324

$ -

From net realized gain
Initial Class

$ -

$ 8,856

Service Class

-

131,061

Service Class 2 A

-

-

Total

$ -

$ 139,917

In excess of net realized gain
Initial Class

$ 8,466

$ 2,058

Service Class

121,968

30,465

Service Class 2 A

671

-

Total

$ 131,105

$ 32,523

$ 3,621,429

$ 172,440

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998 E

Selected Per-Share Data

Net asset value, beginning of period

$ 15.25

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.19

.00

.00

Net realized and unrealized gain (loss)

4.95

5.05

.31

Total from investment operations

5.14

5.05

.31

Less Distributions

From net investment income

(.08)

-

-

From net realized gain

-

(.09)

-

In excess of net realized gain

(.05)

(.02)

-

Total distributions

(.13)

(.11)

-

Net asset value, end of period

$ 20.26

$ 15.25

$ 10.31

Total Return B, C

33.78%

49.04%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 589,026

$ 1,744

$ 516

Ratio of expenses to average net assets

.74%

1.00% G

1.00% A, G

Ratio of expenses to average net assets after expense reductions

.69% H

.97% H

1.00% A

Ratio of net investment income (loss) to average net assets

1.01%

.01%

(.27)% A

Portfolio turnover rate

245%

163%

125% A

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998 F

Selected Per-Share Data

Net asset value, beginning of period

$ 15.24

$ 10.31

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.17

(.01)

.00

Net realized and unrealized gain (loss)

4.93

5.05

.31

Total from investment operations

5.10

5.04

.31

Less Distributions

From net investment income

(.07)

-

-

From net realized gain

-

(.09)

-

In excess of net realized gain

(.05)

(.02)

-

Total distributions

(.12)

(.11)

-

Net asset value, end of period

$ 20.22

$ 15.24

$ 10.31

Total Return B, C

33.54%

48.94%

3.10%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 282,941

$ 25,908

$ 516

Ratio of expenses to average net assets

.84%

1.10% G

1.10% A, G

Ratio of expenses to average net assets after expense reductions

.79% H

1.07% H

1.10% A

Ratio of net investment income (loss) to average net assets

.92%

(.09)%

(.35)% A

Portfolio turnover rate

245%

163%

125% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period December 28, 1998 (commencement of sale of Initial Class shares) to December 31,1998.

F For the period December 28, 1998 (commencement of sale of Service Class shares) to December 31, 1998.

G FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

H FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 14.82

Income from Investment Operations

Net investment income D

.14

Net realized and unrealized gain (loss)

5.35

Total from investment operations

5.49

Less Distributions

From net investment income

(.06)

In excess of net realized gain

(.05)

Total distributions

(.11)

Net asset value, end of period

$ 20.20

Total Return B, C

37.12%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 73,039

Ratio of expenses to average net assets

.99% A

Ratio of expenses to average net assets after expense reductions

.94% A, F

Ratio of net investment income to average net assets

.76% A

Portfolio turnover rate

245%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

See accompanying notes which are an integral part of the financial statements.

Mid Cap Portfolio

Fidelity Variable Insurance Products: Money Market Portfolio - Service Class 2

Performance

To measure a money market fund's performance, you can look at either total return or yield. Total return reflects the change in value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). Yield measures the income paid by a fund. Since a money market fund tries to maintain a $1 share price, yield is an important measure of performance. The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee), and returns prior to January 12, 2000 are those of Initial Class and do not include the effects of a 12b-1 fee. Had Service Class 2's 12b-1 fee been reflected, returns and yields prior to January 12, 2000 would have been lower. If Fidelity had not reimbursed certain fund expenses, the total returns would have been lower.

Average Annual Total Returns

Periods ended December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Money Market -
Service Class 2

5.91%

5.49%

5.08%

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had achieved that return by performing at a constant rate each year.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

A money market fund's total returns and yields will vary, and reflect past results rather than predict future performance.

Yield

1/3/01 9/27/00 6/28/00 3/29/00 12/29/99


Fidelity VIP:
Money Market -
Service Class 2
6.10% 6.16% 6.16% 5.51% 5.72%


MMDA 2.11% 2.11% 2.11% 2.04% 2.07%

Yield refers to the income paid by the fund over a given period. Yields for money market funds are usually for seven-day periods, expressed as annual percentage rates. A yield that assumes income earned is reinvested or compounded is called an effective yield. The chart above shows the fund's current seven-day yield at quarterly intervals over the past year. You can compare these yields to the bank money market deposit account (MMDA) average. The MMDA average is supplied by BANK RATE MONITOR.(TM)


Comparing Performance

There are some important differences between a bank money market deposit account (MMDA) and a money market fund. First, the U.S. government neither insures nor guarantees a money market fund. In fact, there is no assurance that a money market fund will maintain a $1 share price. Second, a money market fund returns to its shareholders income earned by the fund's investments after expenses. This is in contrast to banks, which set their MMDA rates periodically based on current interest rates, competitors' rates, and internal criteria.

3

Annual Report

Fidelity Variable Insurance Products: Money Market Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Robert Duby,
Portfolio Manager
of Money Market Portfolio

Q. Bob, what was the investment environment like during the 12 months that ended December 31, 2000?

A. During the first six months of 2000, interest rates rose due to robust economic growth exhibited in part by the lowest unemployment rate in about 30 years. The Federal Reserve Board raised short-term interest rates three times in an attempt to slow economic growth and subdue inflationary pressures. That backdrop changed in the second half of 2000, with the market anticipating that interest rates would be lower in the coming year.

Q. What caused market sentiment to change?

A. Labor markets remained tight, but pressure there began to ease. The unemployment rate ticked up to 4% in November from a 30-year low of 3.9% in April. Further, initial jobless claims trended consistently higher during the period and layoff announcements became more prevalent, suggesting that some slack in the labor market might be building. Most major stock markets tumbled in 2000, with the technology-laden NASDAQ Composite Index experiencing the sharpest pullback. Consumer demand softened in turn, dampening the wealth effect seen in the late '90s. In that scenario, ever-rising asset prices boosted personal demand - a significant component of gross domestic product (GDP) - during the economic boom of the late '90s. Businesses also invested less; tighter credit made it harder for some companies to borrow enough to sustain their capital spending.

Q. How did this backdrop influence economic growth?

A. Overall, annualized GDP slowed to 2.2% in the third quarter of 2000. Most preliminary fourth quarter estimates also call for less than 3% growth, well below the pace set at the beginning of 2000. Higher energy prices were the main culprit as consumer price inflation increased during the period. With economic growth slowing and a modest inflation outlook, the Federal Reserve Board made no changes to short-term interest rates during the last six months of 2000. However, the Fed did maintain a bias toward raising rates to cool growth until their final meeting of the year on December 19, 2000. At that time, the Fed switched to a bias toward lowering rates. It cited tightening financial conditions, deteriorating consumer sentiment and weaker demand as key reasons for the bias change.

Q. What was your strategy with the fund?

A. I sought to capitalize on market uncertainty regarding future Fed interest-rate policy while maintaining adequate portfolio liquidity. The incremental yield from investing in longer-term instruments was not sufficient to justify the increased risk they carried in an uncertain credit environment. Our strategy was to err on the side of caution, because economic weakness or a possible sudden, screeching halt of the economy concerned us. Therefore, even though the Fed was primed to ease rates in the latter part of the period, we kept most investments in the six-month and under range, looking to protect the fund's net asset value instead of reaching for yield.

Q. What's your outlook?

A. The market is currently pricing in significant Fed rate cuts early in 2001. Speculation is rampant that there may be a credit problem lurking in the wings similar to those the market experienced in fall 1998. The economy has clearly slowed, with consumer confidence continuing to deteriorate due to plunging stock prices, layoff announcements, and higher heating and fuel costs. This last item has caused inflation to tick up a bit recently. Going forward, our focus on credit quality will be very important within this type of environment.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: income and share-price stability by investing in high-quality, short-term investments

Start date: April 1, 1982

Size: as of December 31, 2000, more than $2.2 billion

Manager: Robert Duby, since 1997; joined Fidelity in 1982

3

Annual Report

Fidelity Variable Insurance Products: Money Market Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Certificates of Deposit - 31.8%

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

Domestic Certificates Of Deposit - 0.4%

U.S. Bank NA, Minnesota

1/2/01

6.72% (b)

$ 10,000,000

$ 10,000,000

London Branch, Eurodollar, Foreign Banks - 19.5%

Abbey National Treasury Services PLC

3/1/01

6.64

10,000,000

10,000,000

5/17/01

7.36

25,000,000

25,000,000

Barclays Bank PLC

2/8/01

6.65

20,000,000

20,000,000

2/28/01

6.64

5,000,000

5,000,000

Bayerische Hypo-und Vereinsbank AG

2/7/01

6.63

50,000,000

50,000,000

3/1/01

6.64

10,000,000

10,000,000

Den Danske Corp., Inc.

3/20/01

6.42

25,000,000

25,001,066

Dresdner Bank AG

6/20/01

6.25

25,000,000

25,000,000

Halifax PLC

6/29/01

6.07

25,000,000

25,000,000

ING Bank NV

3/1/01

6.62

40,000,000

40,000,000

3/5/01

6.63

15,000,000

15,000,000

3/20/01

6.61

10,000,000

10,000,000

Nationwide Building Society

2/13/01

6.65

15,000,000

15,000,000

2/14/01

6.70

5,000,000

5,000,000

Norddeutsche Landesbank Girozentrale

2/9/01

6.65

15,000,000

14,999,980

Northern Rock PLC

2/28/01

6.65

25,000,000

25,000,000

Svenska Handelsbanken AB

2/2/01

6.66

15,000,000

15,000,131

Toronto Dominion Bank

2/15/01

6.63

30,000,000

30,000,184

Westdeutsche Landesbank Girozentrale

2/20/01

6.67

25,000,000

25,000,000

2/28/01

6.75

25,000,000

25,000,000

5/2/01

6.64

20,000,000

20,000,000

435,001,361

New York Branch, Yankee Dollar, Foreign Banks - 11.9%

Canadian Imperial Bank of Commerce

1/2/01

6.62 (b)

25,000,000

24,993,031

3/19/01

6.42

10,000,000

10,000,000

Commerzbank AG

3/19/01

6.62

15,000,000

15,000,000

Credit Agricole Indosuez

2/20/01

6.63

10,000,000

10,000,000

2/20/01

6.64

25,000,000

25,000,000

Merita Bank PLC

2/20/01

6.63

5,000,000

5,000,000

3/12/01

6.70

15,000,000

15,000,000

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

National Bank of Canada

2/27/01

6.65%

$ 5,000,000

$ 5,000,000

Norddeutsche Landesbank Girozentrale

2/8/01

6.75

10,000,000

9,999,506

5/8/01

7.15

25,000,000

24,998,356

Royal Bank of Canada

1/2/01

6.62 (b)

25,000,000

24,994,516

5/3/01

7.10

25,000,000

24,997,629

Societe Generale

1/22/01

6.59 (b)

10,000,000

9,996,397

1/29/01

6.58 (b)

10,000,000

9,998,279

Svenska Handelsbanken AB

5/2/01

7.00

35,000,000

34,997,803

Toronto Dominion Bank

3/1/01

6.62

15,000,000

15,000,000

264,975,517

TOTAL CERTIFICATES OF DEPOSIT

709,976,878

Commercial Paper - 53.8%

Amsterdam Funding Corp.

1/24/01

6.67

10,000,000

9,957,769

Aspen Funding Corp.

2/15/01

6.53

10,135,000

10,053,160

Asset Securitization Coop. Corp.

1/29/01

6.58 (b)

20,000,000

19,999,691

Associates Corp. of North America

2/8/01

6.66

5,000,000

4,965,378

2/16/01

6.70

10,000,000

9,916,561

Associates First Capital BV

3/1/01

6.66

5,000,000

4,946,572

AT&T Corp.

1/19/01

6.73 (b)

10,000,000

10,000,000

2/22/01

6.70

20,000,000

19,812,222

3/5/01

7.23

5,000,000

4,937,875

3/8/01

7.25

5,000,000

4,934,733

CBA Finance, Inc.

2/21/01

6.57

16,000,000

15,851,987

Centric Capital Corp.

1/16/01

6.68

27,500,000

27,423,802

1/30/01

6.65

10,000,000

9,946,994

1/31/01

6.68

5,000,000

4,972,583

2/20/01

6.50

14,400,000

14,271,400

Citibank Credit Card Master Trust I (Dakota Certificate Program)

1/24/01

6.68

5,000,000

4,978,981

Citicorp

2/6/01

6.65

100,000,000

99,344,003

ConAgra Foods, Inc.

1/29/01

7.14

5,000,000

4,972,583

1/29/01

7.48

5,000,000

4,971,222

Commercial Paper - continued

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

ConAgra Foods, Inc. - continued

1/30/01

7.52%

$ 5,000,000

$ 4,969,993

Corporate Receivables Corp.

2/23/01

6.65

25,000,000

24,759,292

CXC, Inc.

2/6/01

6.64

25,000,000

24,836,750

2/13/01

6.65

10,000,000

9,921,883

2/20/01

6.65

10,000,000

9,909,306

2/21/01

6.57

10,000,000

9,907,350

Daimler-Chrysler North America Holding Corp.

3/2/01

6.71

5,000,000

4,945,917

3/5/01

6.71

35,000,000

34,602,181

Deutsche Bank Financial, Inc.

2/15/01

6.63

50,000,000

49,592,500

Dominion Resources, Inc.

1/29/01

7.52

5,000,000

4,971,028

Enterprise Funding Corp.

1/29/01

6.64

25,717,000

25,585,386

2/15/01

6.71

11,000,000

10,909,250

2/22/01

6.66

15,000,000

14,858,083

2/27/01

6.64

23,989,000

23,740,974

Falcon Asset Securitization Corp.

1/22/01

6.71

17,846,000

17,776,981

Fleet Funding Corp.

1/31/01

6.68

11,148,000

11,086,593

GE Capital International Funding, Inc.

2/7/01

6.65

10,000,000

9,932,681

2/8/01

6.67

5,000,000

4,965,747

2/9/01

6.63

25,000,000

24,823,417

General Electric Capital Corp.

2/26/01

6.71

25,000,000

24,747,222

3/12/01

6.64

25,000,000

24,685,972

General Electric Capital Services, Inc.

3/19/01

6.40

5,000,000

4,932,625

General Motors Acceptance Corp.

2/14/01

6.60

50,000,000

49,605,222

2/20/01

6.64

5,000,000

4,954,653

3/1/01

6.64

10,000,000

9,893,144

Heller Financial, Inc.

1/30/01

7.50

2,000,000

1,988,046

1/31/01

7.50

5,000,000

4,969,083

Household Finance Corp.

3/14/01

6.42

5,000,000

4,936,800

ING America Insurance Holdings, Inc.

2/7/01

6.65

25,000,000

24,831,958

Jupiter Securitization Corp.

1/17/01

6.52

8,873,000

8,846,578

1/18/01

6.71

5,000,000

4,984,251

1/25/01

6.74

5,000,000

4,977,767

2/7/01

6.66

5,172,000

5,137,182

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

Kitty Hawk Funding Corp.

1/16/01

6.64%

$ 50,592,000

$ 50,452,872

1/22/01

6.65

31,528,000

31,406,433

Lehman Brothers Holdings, Inc.

1/2/01

6.90 (b)

14,000,000

14,000,000

Lower Colorado River Auth. Rev.

2/7/01

6.48

10,000,000

10,000,000

New Center Asset Trust

2/16/01

6.65

5,000,000

4,958,281

2/20/01

6.65

5,000,000

4,954,583

2/26/01

6.65

10,000,000

9,898,422

Newport Funding Corp.

1/2/01

7.14

12,596,000

12,593,505

PHH Corp.

1/31/01

7.78

5,000,000

4,967,917

Phillips Petroleum Co.

2/21/01

6.98

5,000,000

4,950,913

Preferred Receivables Funding Corp.

1/22/01

6.70

25,000,000

24,903,458

3/19/01

6.72

21,160,000

20,866,270

Qwest Capital Funding, Inc.

1/26/01

7.14

2,000,000

1,990,208

Sears Roebuck Acceptance Corp.

2/14/01

7.16

5,000,000

4,956,917

2/15/01

7.12

2,000,000

1,982,500

Societe Generale NA

2/20/01

6.64

4,500,000

4,459,219

Tyco International Group SA

1/29/01

7.02

5,000,000

4,973,167

1/31/01

7.35

5,000,000

4,969,750

2/13/01

7.45

5,000,000

4,956,104

UBS Finance, Inc.

3/26/01

6.62

25,000,000

24,622,583

3/30/01

6.62

25,000,000

24,604,611

5/25/01

6.61

25,000,000

24,361,000

Variable Funding Capital Corp.

1/12/01

6.69 (b)

5,000,000

5,000,000

2/7/01

6.63

20,000,000

19,865,361

2/13/01

6.65

5,000,000

4,960,942

2/20/01

6.65

10,000,000

9,909,028

Windmill Funding Corp.

1/22/01

6.64

50,000,000

49,807,500

3/20/01

6.37

25,000,000

24,660,375

WorldCom, Inc.

2/1/01

7.05

5,000,000

4,970,141

TOTAL COMMERCIAL PAPER

1,202,845,391

Bank Notes - 2.7%

Due Date

Annualized Yield at Time of Purchase

Principal Amount

Value
(Note 1)

American Express Centurion Bank

1/12/01

6.68% (b)

$ 25,000,000

$ 24,996,500

Bank One NA, Chicago

1/2/01

6.63 (b)

20,000,000

19,997,207

5/2/01

6.64

15,000,000

15,000,000

TOTAL BANK NOTES

59,993,707

Master Notes - 0.4%

Goldman Sachs Group, Inc.

2/15/01

6.72 (c)

10,000,000

10,000,000

Medium-Term Notes - 3.1%

Associates Corp. of North America

3/29/01

6.44 (b)

25,000,000

25,000,000

CIESCO LP

1/15/01

6.68 (b)

5,000,000

5,000,000

CIT Group, Inc.

1/2/01

6.61 (b)

10,000,000

9,997,886

General Motors Acceptance Corp.

1/28/01

6.59 (b)

10,000,000

9,998,075

General Motors Acceptance Corp. Mortgage Credit

1/2/01

6.87

10,000,000

9,998,103

Merrill Lynch & Co., Inc.

1/3/01

6.77 (b)

10,000,000

9,999,748

TOTAL MEDIUM-TERM NOTES

69,993,812

Short-Term Notes - 4.9%

GE Life & Annuity Assurance Co.

1/2/01

6.88 (b)(c)

15,000,000

15,000,000

Jackson National Life Insurance Co.

1/1/01

6.97 (b)(c)

7,000,000

7,000,000

Monumental Life Insurance Co.

1/1/01

6.96 (b)(c)

5,000,000

5,000,000

1/1/01

6.99 (b)(c)

5,000,000

5,000,000

New York Life Insurance Co.

3/1/01

6.82 (b)(c)

5,000,000

5,000,000

4/1/01

6.62 (b)(c)

15,000,000

15,000,000

RACERS Series 00 10MM,

1/22/01

6.67 (a)(b)

10,000,000

10,000,000

Strategic Money Market Trust Series 2000 A,

1/13/01

6.73 (b)(c)

17,000,000

17,000,000

Strategic Money Market Trust Series 2000 E,

1/16/01

6.73 (a)(b)

5,000,000

5,000,000

Strategic Money Market Trust Series 2000 M,

3/13/01

6.58 (b)(c)

15,000,000

15,000,000

Transamerica Occidental Life Insurance Co.

2/1/01

6.93 (b)(c)

10,000,000

10,000,000

TOTAL SHORT-TERM NOTES

109,000,000

Repurchase Agreements - 1.7%

Maturity Amount

Value
(Note 1)

In a joint trading account
(U.S. Government Obligations) dated 12/29/00 due 1/2/01 At 6.49%

$ 63,045

$ 63,000

With Lehman Commercial Paper, Inc.
At 6.85%, dated 12/29/00 due 1/2/01 (Commercial Paper Obligations) (principal amount $37,740,000) 0%, 4/10/01 - 5/8/01

37,028,161

37,000,000

TOTAL REPURCHASE AGREEMENTS

37,063,000

TOTAL INVESTMENT
PORTFOLIO - 98.4%

2,198,872,788

NET OTHER ASSETS - 1.6%

34,680,000

NET ASSETS - 100%

$ 2,233,552,788

Total Cost for Income Tax Purposes $ 2,198,872,788

Legend

(a) 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 $15,000,000 or 0.7% of net assets.

(b) The coupon rate shown on floating or adjustable rate securities represents the rate at period end. The due dates on these types of securities reflects the next interest rate reset date or, when applicable, the final maturity date.

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Cost

GE Life & Annuity Assurance Co. 6.88%, 1/2/01

4/6/00

$ 15,000,000

Goldman Sachs Group, Inc. 6.72%, 2/15/01

10/19/00

$ 10,000,000

Jackson National Life Insurance Co. 6.97%, 1/1/01

7/6/99

$ 7,000,000

Monumental Life Insurance Co.:
6.96%, 1/1/01

9/17/98

$ 5,000,000

6.99%, 1/1/01

3/12/99

$ 5,000,000

New York Life Insurance Co.:
6.62%, 4/1/01

12/20/00

$ 15,000,000

6.82%, 3/1/01

8/28/00

$ 5,000,000

Strategic Money Market Trust:
Series 2000 A, 6.73%, 1/13/01

9/7/00

$ 17,000,000

Series 2000 M, 6.58%, 3/13/01

12/11/00

$ 15,000,000

Transamerica Occidental Life Insurance Co. 6.93%, 2/1/01

4/28/00

$ 10,000,000

Other Information

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, restricted securities (excluding Rule 144A issues) amounted to $104,000,000 or 4.7% of net assets.

The fund participated in the interfund lending program as a lender. The average daily loan balance during the period for which loans were outstanding amounted to $8,648,097. The weighted average interest rate was 5.77%. Interest earned from the interfund lending program amounted to $45,488 and is included in interest income on the Statement of Operations.

Income Tax Information

At December 31, 2000, the fund had a capital loss carryforward of approximately $70,000 all of which will expire on December 31, 2007.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Fidelity Variable Insurance Products: Money Market Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value (including repurchase
agreements of $37,063,000) -
See accompanying schedule

$ 2,198,872,788

Receivable for fund shares sold

76,011,777

Interest receivable

13,004,290

Prepaid expenses

75,979

Total assets

2,287,964,834

Liabilities

Payable to custodian bank

$ 165,687

Payable for investments purchased

25,103,155

Payable for fund shares redeemed

27,698,930

Accrued management fee

489,715

Distribution fees payable

43

Other payables and
accrued expenses

954,516

Total liabilities

54,412,046

Net Assets

$ 2,233,552,788

Net Assets consist of:

Paid in capital

$ 2,233,623,091

Accumulated net realized gain (loss) on investments

(70,303)

Net Assets

$ 2,233,552,788

Initial Class:
Net Asset Value, offering price
and redemption price
per share ($2,233,341,839 ÷
2,233,397,081 shares)

$1.00

Service Class:
Net Asset Value, offering price
and redemption price
per share ($103,059 ÷
103,061 shares)

$1.00

Service Class 2:
Net Asset Value, offering price
and redemption price
per share ($107,890 ÷
107,893 shares)

$1.00

Statement of Operations

Year ended December 31, 2000

Investment Income

Interest

$ 136,056,007

Expenses

Management fee

$ 5,141,685

Transfer agent fees

1,389,132

Distribution fees

299

Accounting fees and expenses

199,091

Non-interested trustees' compensation

7,142

Custodian fees and expenses

41,144

Registration fees

923

Audit

32,384

Legal

20,154

Miscellaneous

159,265

Total expenses before reductions

6,991,219

Expense reductions

(894)

6,990,325

Net investment income

129,065,682

Net Realized Gain (Loss)
on Investments

31,844

Net increase in net assets
resulting from operations

$ 129,097,526

Other Information

Expense reductions
FMR reimbursement,
Service Class

$ 13

FMR reimbursement,
Service Class 2

357

Custodian credits

524

$ 894

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Money Market Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 129,065,682

$ 89,685,301

Net realized gain (loss)

31,844

(73,427)

Net increase (decrease) in net assets resulting from operations

129,097,526

89,611,874

Distributions to shareholders from net investment income

(129,065,682)

(89,685,301)

Share transactions - net increase (decrease)

294,030,275

432,074,680

Total increase (decrease) in net assets

294,062,119

432,001,253

Net Assets

Beginning of period

1,939,490,669

1,507,489,416

End of period

$ 2,233,552,788

$ 1,939,490,669

Other Information:

Year ended
December 31,
2000

Year ended
December 31,
1999

Share transactions at net asset value of $1.00 per share
Initial Class
Proceeds from sales of shares

$ 5,928,688,982

$ 3,933,097,969

Reinvestment of distributions from net investment income

128,280,587

88,893,196

Cost of shares redeemed

(5,763,150,248)

(3,589,916,485)

Net increase (decrease) in net assets and shares resulting from share transactions

$ 293,819,321

$ 432,074,680

Service Class A
Proceeds from sales of share

$ 100,000

$ -

Reinvestment of distributions from net investment income

3,061

-

Cost of shares redeemed

-

-

Net increase (decrease) in net assets and shares resulting from share transactions

$ 103,061

$ -

Service Class 2 B
Proceeds from sales of share

$ 102,001

$ -

Reinvestment of distributions from net investment income

5,900

-

Cost of shares redeemed

(8)

-

Net increase (decrease) in net assets and shares resulting from share transactions

$ 107,893

$ -

Distributions
From net investment income
Initial Class

$ 129,056,642

$ 89,685,301

Service Class A

3,095

-

Service Class 2 B

5,945

-

Total

$ 129,065,682

$ 89,685,301

A Service Class commenced sale of shares July 7, 2000.

B Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Financial Highlights - Initial class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Income from Investment Operations

Net investment income

.062

.050

.053

.053

.052

Less Distributions

From net investment income

(.062)

(.050)

(.053)

(.053)

(.052)

Net asset value, end of period

$ 1.000

$ 1.000

$ 1.000

$ 1.000

$ 1.000

Total Return B

6.30%

5.17%

5.46%

5.51%

5.41%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,233,342

$ 1,939,491

$ 1,507,489

$ 1,020,794

$ 1,126,155

Ratio of expenses to average net assets

.33%

.27%

.30%

.31%

.30%

Ratio of net investment income to average net assets

6.18%

5.06%

5.33%

5.32%

5.28%

Financial Highlights - Service Class

Years ended December 31,

2000 C

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

Income from Investment Operations

Net investment income

.031

Less Distributions

From net investment income

(.031)

Net asset value, end of period

$ 1.000

Total Return B

3.06%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 103

Ratio of expenses to average net assets

.45% A, D

Ratio of net investment income to average net assets

6.28% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C For the period July 7, 2000 (commencement of sale of Service Class shares) to December 31, 2000.

D FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Years ended December 31,

2000 C

Selected Per-Share Data

Net asset value, beginning of period

$ 1.000

Income from Investment Operations

Net investment income

.058

Less Distributions

From net investment income

(.058)

Net asset value, end of period

$ 1.000

Total Return B

5.89%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 108

Ratio of expenses to average net assets

.60% A, D

Ratio of net investment income to average net assets

5.94% A

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

D FMR agreed to reimburse a portion of the class' expenses during the period. Without this reimbursement, the class' expense ratio would have been higher.

See accompanying notes which are an integral part of the financial statements.

Money Market Portfolio

Fidelity Variable Insurance Products: Overseas Portfolio - Service Class 2

Performance and Investment Summary

Performance

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value). The initial offering of Service Class 2 shares took place on January 12, 2000. Performance for Service Class 2 shares reflects an asset based distribution fee (12b-1 fee). Returns from November 3, 1997 to January 12, 2000 are those of Service Class which reflect a different 12b-1 fee. Service Class 2 returns prior to November 3, 1997 are those of Initial Class, and do not include the effects of a 12b-1 fee. Had Service Class 2 shares' 12b-1 fee been reflected, returns prior to January 12, 2000 would have been lower.

Average Annual Total Returns

Periods ended
December 31, 2000

Past 1
year

Past 5
years

Past 10
years

Fidelity VIP: Overseas -
Service Class 2

-19.30%

10.34%

9.23%

MSCI EAFE

-14.01%

7.31%

8.34%

Average annual returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year.

You can compare the fund's returns to the performance of the Morgan Stanley Capital International Europe, Australasia, Far East (EAFE) Index - a market capitalization-weighted index that is designed to represent the performance of developed stock markets outside the United States and Canada. As of December 31, 2000, the index included 1,404 equity securities of companies domiciled in 20 countries. This benchmark includes reinvested dividends and capital gains, if any.

Figures for more than one year assume a steady compounded rate of return and are not the fund's year-by-year results, which fluctuated over the periods shown.

Performance numbers are net of all fund operating expenses, but do not include any insurance charges imposed by your insurance company's separate account. If performance information included the effect of these additional charges, the total returns would have been lower.

Foreign investments involve greater risks and potential rewards than U.S. investments. These risks include political and economic uncertainties of foreign countries, as well as the risk of currency fluctuations.

Past performance is no guarantee of future results. Principal and investment return will vary and you may have a gain or loss when you withdraw your money.


Understanding Performance

Many markets around the globe offer the potential for significant growth over time; however, investing in foreign markets means assuming greater risks than investing in the United States. Factors like changes in a country's financial markets, its local political and economic climate, and the fluctuating value of its currency create these risks. For these reasons an international fund's performance may be more volatile than a fund that invests exclusively in the United States.

3

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity Variable Insurance Products: Overseas Portfolio - Service Class 2 on December 31, 1990. As the chart shows, by December 31, 2000, the value of the investment would have grown to $24,175 - a 141.75% increase on the initial investment. For comparison, look at how the Morgan Stanley Capital International EAFE Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $22,269 - a 122.69% increase.

Investment Summary

Top Five Stocks as of December 31, 2000

% of fund's
net assets

Nokia AB (Finland)

5.4

TotalFinaElf SA Class B (France)

3.6

Vodafone Group PLC (United Kingdom)

3.3

Sony Corp. (Japan)

2.5

Nikko Securities Co. Ltd. (Japan)

2.3

17.1

Top Five Market Sectors as of December 31, 2000

% of fund's
net assets

Finance

21.0

Technology

17.2

Utilities

12.6

Health

6.2

Energy

5.8

Top Five Countries as of December 31, 2000

(excluding cash equivalents)

% of fund's
net assets

Japan

24.5

United Kingdom

11.3

France

9.4

Finland

7.6

Netherlands

6.4

Percentages are adjusted for the effect of open futures contracts, if applicable.

Annual Report

Fidelity Variable Insurance Products: Overseas Portfolio

Fund Talk: The Manager's Overview

(Portfolio Manager photograph)

An interview with
Richard Mace,
Portfolio Manager of Overseas Portfolio

Q. How did the fund perform, Rick?

A. For the 12 months that ended December 31, 2000, the fund lagged the -14.01% return of the Morgan Stanley Capital International EAFE Index, which tracks the performance of stocks in Europe, Australasia and the Far East.

Q. Why did the fund underperform its index during the period?

A. Overweighting technology and telecommunications stocks was the biggest factor in our performance relative to the index. After a period of strong performance in late 1999 and early 2000, technology stocks experienced a global correction due to a number of negative trends. Specifically, growing concerns about the potential effect that weakening global economies might have on demand for technology products hurt our holdings in this sector, particularly our positions in South Korea and Japan. An unforeseen oversupply of semiconductors in the marketplace put pressure on stocks of electronic component manufacturers, such as Hyundai Electronics, Samsung Electronics and Kyocera. Turning to telecommunications, rising costs, increasing competitive pricing pressures and higher-than-expected licensing costs for 3G - or third generation - wireless communications bands sent shares of many European and Japanese telephone companies sharply lower. Elsewhere, the fund's overweighting of Japanese financials such as Nikko Securities and Nomura Securities detracted from performance.

Q. What strategies did you employ?

A. I began significantly reducing our overweighted energy holdings near the end of the period as it became clear to me that many of these stocks had reached unsustainable price levels. I took profits, for example, in some integrated oil producers and shipping stocks, such as TotalFinaElf, Teekay Shipping and Overseas Shipholding Group. For most of the period, overweighting energy and energy services stocks benefited performance as energy prices advanced sharply in response to tight supply and higher demand for oil. However, in the fourth quarter of 2000, I positioned the fund to benefit from a decline in oil prices due to my expectations of excess capacity and a slowdown in capital spending. During the past year, I also began increasing the concentration of the fund, eliminating some of the smaller and less attractive holdings to increase our positions in stocks with the greatest potential for growth. Adopting this strategy boosted the weighting of the fund's top-10 positions to roughly 25% of the fund's net assets, from roughly 19% of net assets a year ago.

Q. What factors contributed positively to the fund's relative performance?

A. Having out-of-benchmark positions in several Canadian stocks, many of which were energy companies, enhanced our performance. Our holdings in Talisman Energy, Rio Alto Exploration and Crestar Energy, the last of which I sold off during the period, all made positive contributions to the fund's return. Our out-of-benchmark positions in several strong-performing American pharmaceutical stocks, such as Bristol-Myers Squibb and Schering-Plough, helped as these stocks rose sharply on investors' flight to safety from weakening technology stocks in the latter half of the period. Additionally, several European banks made positive contributions to the fund, such as Royal Bank of Scotland and Lloyds TSB Group.

Q. What were some of the fund's other top performers? Which stocks disappointed?

A. Furukawa, a Japanese company that provides materials and components used in the manufacturing of electronics equipment such as cell phones, was hurt by the sell-off in the technology sector but still managed to stand out as the fund's top performer. TotalFinaElf, the French oil producer, was the fund's second-biggest contributor as investors reacted positively to its acquisition of Elf Aquitane and the rising demand for oil. Investors also rewarded Swiss foods company Nestle as a defensive play when it became clear that several economies were slowing down. On the down side, Kyocera, the fund's largest detractor, suffered from slowing demand for its electronic components products due to excess inventory at its end markets, and Softbank was hurt by the global correction among stocks of Internet and telephone-related companies. Meanwhile, Vodafone and Nippon Telegraph suffered from overall weakness in the telecommunications sector.

Q. What's your outlook, Rick?

A. I'll continue to look for undervalued companies relative to their estimated growth rates by using a combination of fundamental and historical analysis in partnership with our extensive team of international research analysts. While I will continue to monitor country and industry weightings, my focus will be on bottom-up stock selection. Shareholders in the fund should also be aware that the fund is likely to become more concentrated in its largest holdings in the months ahead.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 2.


Fund Facts

Goal: seeks long-term growth of capital primarily by investments in foreign securities

Start date: January 28, 1987

Size: as of December 31, 2000, more than $2.5 billion

Manager: Richard Mace, since 1996; joined Fidelity in 1987

3

Annual Report

Fidelity Variable Insurance Products: Overseas Portfolio

Investments December 31, 2000

Showing Percentage of Net Assets

Common Stocks - 90.2%

Shares

Value (Note 1)

Australia - 1.5%

BHP Ltd.

676,793

$ 7,167,082

Cable & Wireless Optus Ltd. (a)

4,076,100

8,470,861

News Corp. Ltd.

795,751

6,415,741

News Corp. Ltd. sponsored ADR

467,600

13,589,625

WMC Ltd.

682,300

2,918,595

TOTAL AUSTRALIA

38,561,904

Brazil - 0.2%

Telesp Celular Participacoes SA ADR

197,300

5,327,100

Canada - 3.1%

Alcan Aluminium Ltd.

257,600

8,823,212

Canadian Natural Resources Ltd. (a)

548,300

15,177,728

Nortel Networks Corp.

688,352

22,070,286

Rio Alto Exploration Ltd. (a)

571,300

12,422,879

Talisman Energy, Inc. (a)

508,900

18,890,265

TOTAL CANADA

77,384,370

Denmark - 0.2%

Tele Danmark AS Series B

148,300

6,069,079

Finland - 7.6%

Nokia AB

3,183,101

138,464,866

Sampo-Leonia Insurance Co. Ltd.
(A Shares)

131,100

7,100,655

Sonera Corp.

221,200

4,021,335

UPM-Kymmene Corp.

1,257,700

43,300,438

TOTAL FINLAND

192,887,294

France - 9.4%

Aventis SA

102,760

8,657,530

AXA SA de CV

162,926

23,634,094

BNP Paribas SA

159,240

14,024,637

Castorama Dubois Investissements SA

96,450

25,074,897

Sanofi-Synthelabo SA

254,400

17,013,878

Suez Lyonnaise des Eaux

49,300

9,032,217

Television Francaise 1 SA

113,340

6,138,735

TotalFinaElf SA Class B

626,944

91,141,982

Vivendi Environment (a)

496,000

21,725,135

Vivendi Universal SA

331,300

21,875,969

TOTAL FRANCE

238,319,074

Germany - 3.6%

Allianz AG (Reg.)

53,900

20,237,362

BASF AG

517,700

23,489,981

Bayerische Hypo-und Vereinsbank AG

111,500

6,333,154

Deutsche Lufthansa AG (Reg.)

383,700

9,921,150

K&S AG

271,150

4,597,375

Muenchener Ruekversicherungs-Gesellschaft AG (Reg.)

27,000

9,691,366

Siemens AG

129,900

17,032,415

TOTAL GERMANY

91,302,803

Shares

Value (Note 1)

Hong Kong - 2.5%

China Mobile (Hong Kong) Ltd. (a)

7,410,500

$ 40,201,960

Hutchison Whampoa Ltd.

1,370,600

17,089,228

Johnson Electric Holdings Ltd.

3,368,000

5,181,738

TOTAL HONG KONG

62,472,926

Ireland - 0.5%

Bank of Ireland, Inc.

1,360,338

13,518,458

Italy - 1.8%

Banca Intesa Spa

1,999,446

9,588,278

Olivetti Spa

1,883,500

4,515,244

San Paolo IMI Spa

486,500

7,913,669

Telecom Italia Spa

2,058,124

22,703,684

TOTAL ITALY

44,720,875

Japan - 23.0%

Advantest Corp.

36,400

3,405,439

Asahi Chemical Industry Co. Ltd. (a)

527,000

3,031,967

Canon, Inc.

587,000

20,529,860

Credit Saison Co. Ltd.

397,300

8,493,473

Daiwa Securities Group, Inc.

3,116,000

32,503,175

DDI Corp.

1,067

5,140,483

Fujitsu Ltd.

790,000

11,632,072

Furukawa Electric Co. Ltd.

1,176,000

20,513,422

Hitachi Chemical Co. Ltd.

132,000

3,093,119

Hitachi Zosen Corp. (a)

523,000

397,840

Ito-Yokado Co. Ltd.

367,000

18,290,636

JAFCO Co. Ltd.

58,800

5,398,269

Kyocera Corp.

146,900

15,598,944

Matsushita Electric Industrial Co. Ltd.

504,000

11,781,001

Mitsubishi Electric Corp.

1,064,000

6,540,107

Mitsubishi Estate Co. Ltd. (a)

646,000

6,890,968

Mitsui Fudosan Co. Ltd.

288,000

2,858,092

NEC Corp.

1,308,000

23,902,423

Net One Systems Co. Ltd.

135

3,364,082

NGK Insulators Ltd.

359,000

4,749,209

Nikko Securities Co. Ltd.

7,364,000

56,982,952

Nikon Corp.

326,000

3,483,186

Nintendo Co. Ltd.

54,000

8,494,011

Nippon Telegraph & Telephone Corp.

6,400

46,054,037

Nomura Securities Co. Ltd.

2,960,000

53,185,278

NTT DoCoMo, Inc.

1,096

18,878,378

Oki Electric Industry Co. Ltd. (a)

719,000

3,206,173

Omron Corp.

376,000

7,807,992

ORIX Corp.

105,600

10,581,237

Rohm Co. Ltd.

24,300

4,610,562

Softbank Corp.

211,300

7,334,625

Sony Corp.

891,100

61,931,453

Sumitomo Electric Industries Ltd.

172,000

2,818,292

Takeda Chemical Industries Ltd.

477,000

28,193,758

Tokyo Broadcasting System, Inc.

136,000

4,019,236

Tokyo Electron Ltd.

61,600

3,382,426

Toshiba Corp.

2,311,000

15,437,650

Common Stocks - continued

Shares

Value (Note 1)

Japan - continued

Toyota Motor Corp.

1,058,600

$ 33,784,123

Yamanouchi Pharmaceutical Co. Ltd.

117,000

5,053,598

TOTAL JAPAN

583,353,548

Korea (South) - 2.5%

Hyundai Electronics Industries Co. Ltd. (a)

2,644,380

8,413,938

Kookmin Bank

456,200

5,373,424

Samsung Electronics Co. Ltd.

393,400

49,136,137

TOTAL KOREA (SOUTH)

62,923,499

Marshall Islands - 0.7%

Teekay Shipping Corp.

462,700

17,582,600

Mexico - 0.5%

Telefonos de Mexico SA de CV Series L sponsored ADR

183,700

8,289,463

TV Azteca SA de CV sponsored ADR

395,600

3,931,275

TOTAL MEXICO

12,220,738

Netherlands - 6.4%

ABN AMRO Holding NV

404,000

9,216,868

Akzo Nobel NV

148,000

7,974,172

Heineken NV

94,600

5,743,041

ING Groep NV
(Certificaten Van Aandelen)

432,462

34,657,983

Koninklijke Ahold NV

874,103

28,290,695

Koninklijke Philips Electronics NV

509,924

18,742,200

Nutreco Holding NV

123,833

6,602,078

Royal Dutch Petroleum Co.
(Hague Registry)

179,400

10,864,912

Unilever NV (Certificaten Van Aandelen)

240,200

15,249,681

United Pan-Europe Communications NV Class A (a)

372,200

3,814,460

Vendex KBB NV

699,457

9,197,595

VNU NV (a)

106,700

5,261,493

Wolters Kluwer NV
(Certificaten Van Aandelen)

239,700

6,556,808

TOTAL NETHERLANDS

162,171,986

Norway - 0.4%

DNB Holding ASA

2,101,100

11,375,161

Singapore - 0.4%

Chartered Semiconductor Manufacturing Ltd. ADR (a)

96,000

2,532,000

Overseas Union Bank Ltd.

862,296

4,029,188

United Overseas Bank Ltd.

539,472

4,045,651

TOTAL SINGAPORE

10,606,839

Spain - 2.5%

Banco Santander Central Hispano SA

2,493,268

26,773,285

Telefonica SA (a)

2,182,400

36,180,526

TOTAL SPAIN

62,953,811

Shares

Value (Note 1)

Sweden - 1.4%

Telefonaktiebolaget LM Ericsson AB
(B Shares)

3,207,100

$ 35,879,433

Switzerland - 6.3%

Credit Suisse Group (Reg.)

175,864

33,595,554

Julius Baer Holding AG

982

5,402,431

Nestle SA (Reg.)

18,567

43,529,901

Novartis AG (Reg.)

9,266

16,465,354

The Swatch Group AG (Reg.)

56,300

14,770,762

UBS AG (Reg. D)

108,168

17,745,107

Zurich Financial Services Group AG

48,440

29,353,024

TOTAL SWITZERLAND

160,862,133

Taiwan - 1.3%

Taiwan Semiconductor Manufacturing Co. Ltd. (a)

6,959,976

16,706,464

United Microelectronics Corp.

10,311,400

14,975,192

TOTAL TAIWAN

31,681,656

United Kingdom - 11.3%

Amvescap PLC

280,900

5,761,560

AstraZeneca PLC

135,900

6,998,850

Barclays PLC

260,100

8,045,105

BBA Group PLC

399,900

2,208,792

Billiton PLC

1,638,900

6,312,099

Carlton Communications PLC

1,076,700

9,820,589

Diageo PLC

632,500

7,081,470

GlaxoSmithKline PLC (a)

1,418,394

39,715,034

Granada Compass PLC (a)

540,214

5,874,853

HSBC Holdings PLC (Reg.)

948,941

13,968,405

Lloyds TSB Group PLC

2,699,200

28,527,910

Misys PLC

762,800

7,515,472

Reed International PLC

537,300

5,614,570

Reuters Group PLC

1,362,600

22,369,348

Rio Tinto PLC (Reg. D)

469,700

8,259,761

Royal Bank of Scotland Group PLC

707,200

16,701,303

SMG PLC

787,200

3,213,986

Vodafone Group PLC

23,066,303

82,606,360

WPP Group PLC

465,700

6,062,118

TOTAL UNITED KINGDOM

286,657,585

United States of America - 3.1%

Alcoa, Inc.

88,400

2,961,400

Bristol-Myers Squibb Co.

336,900

24,909,544

Micron Technology, Inc. (a)

383,000

13,596,500

Overseas Shipholding Group, Inc.

277,000

6,353,688

Pfizer, Inc.

151,500

6,969,000

Phelps Dodge Corp.

50,500

2,818,531

Common Stocks - continued

Shares

Value (Note 1)

United States of America - continued

Schering-Plough Corp.

168,400

$ 9,556,700

VoiceStream Wireless Corp. (a)

124,300

12,507,688

TOTAL UNITED STATES OF AMERICA

79,673,051

TOTAL COMMON STOCKS

(Cost $2,127,822,902)

2,288,505,923

Investment Companies - 0.1%

Multi-National - 0.1%

European Warrant Fund, Inc.
(Cost $5,021,599)

306,000

2,945,250

Government Obligations - 0.1%

Moody's Ratings (unaudited)

Principal Amount

United States of America - 0.1%

U.S. Treasury Bills, yield at date of purchase 5.62% to 5.92% 3/1/01 (c)
(Cost $1,832,224)

-

$ 1,850,000

1,832,980

Cash Equivalents - 12.4%

Shares

Fidelity Cash Central Fund, 6.53% (b)

301,572,259

301,572,259

Fidelity Securities Lending Cash Central Fund, 6.61% (b)

12,539,188

12,539,188

TOTAL CASH EQUIVALENTS

(Cost $314,111,447)

314,111,447

TOTAL INVESTMENT PORTFOLIO - 102.8%

(Cost $2,448,788,172)

2,607,395,600

NET OTHER ASSETS - (2.8)%

(70,280,456)

NET ASSETS - 100%

$ 2,537,115,144

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Gain/(Loss)

Purchased

334 Topix Index Contracts (Japan)

March 2001

$ 37,453,442

$ (1,901,583)

The face value of futures purchased as a percentage of net assets - 1.5%

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $1,828,026.

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $3,777,940,769 and $3,575,161,069, respectively, of which long-term U.S. government and government agency obligations aggregated $0 and $4,717,128, respectively.

The market value of futures contracts opened and closed during the period amounted to $61,278,260 and $36,693,285, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of Fidelity Management & Research Company. The commissions paid to these affiliated firms were $27,052 for the period.

The fund participated in the security lending program. At period end, the value of securities loaned amounted to $14,141,574. The fund received cash collateral of $12,539,188 which was invested in cash equivalents and U.S. Treasury Obligations valued at $3,004,205.

Income Tax Information

At December 31, 2000, the aggregate cost of investment securities for income tax purposes was $2,482,126,185. Net unrealized appreciation aggregated $125,269,415, of which $450,517,405 related to appreciated investment securities and $325,247,990 related to depreciated investment securities.

The fund hereby designates approximately $168,492,000 as a capital gain dividend for the purpose of the dividend paid deduction.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Fidelity Variable Insurance Products: Overseas Portfolio

Financial Statements

Statement of Assets and Liabilities

December 31, 2000

Assets

Investment in securities, at value
(cost $2,448,788,172) -
See accompanying schedule

$ 2,607,395,600

Cash

410,567

Foreign currency held at value
(cost $16,542,874)

16,494,649

Receivable for investments sold

14,088,356

Receivable for fund shares sold

1,319,165

Dividends receivable

3,126,047

Interest receivable

1,333,508

Other receivables

47,468

Total assets

2,644,215,360

Liabilities

Payable for investments purchased

$ 5,489,870

Payable for fund shares redeemed

86,891,648

Accrued management fee

1,580,315

Distribution fees payable

24,938

Payable for daily variation on
futures contracts

277,318

Other payables and
accrued expenses

296,939

Collateral on securities loaned,
at value

12,539,188

Total liabilities

107,100,216

Net Assets

$ 2,537,115,144

Net Assets consist of:

Paid in capital

$ 2,113,593,127

Undistributed net investment income

11,909,270

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

254,959,225

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

156,653,522

Net Assets

$ 2,537,115,144

Initial Class:
Net Asset Value, offering price
and redemption price per share
($2,267,507,253
÷
113,384,526 shares)

$20.00

Service Class:
Net Asset Value, offering price
and redemption price per share
($257,257,175
÷
12,898,922 shares)

$19.94

Service Class 2:
Net Asset Value, offering price
and redemption price per share
($12,350,716
÷
620,451 shares)

$19.91

Statement of Operations

Year ended December 31, 2000

Investment Income

Dividends

$ 33,909,899

Special dividend from BCE, Inc.

5,241,627

Interest

13,944,091

Security lending

633,605

53,729,222

Less foreign taxes withheld

(4,277,376)

Total income

49,451,846

Expenses

Management fee

$ 20,988,116

Transfer agent fees

1,902,696

Distribution fees

240,182

Accounting and security lending fees

1,364,621

Non-interested trustees' compensation

14,579

Custodian fees and expenses

1,343,421

Audit

62,512

Legal

20,798

Miscellaneous

98,289

Total expenses before reductions

26,035,214

Expense reductions

(650,499)

25,384,715

Net investment income

24,067,131

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

267,186,772

Foreign currency transactions

(1,366,056)

Futures contracts

(207,130)

265,613,586

Change in net unrealized appreciation (depreciation) on:

Investment securities

(846,361,343)

Assets and liabilities in
foreign currencies

(136,163)

Futures contracts

(2,351,973)

(848,849,479)

Net gain (loss)

(583,235,893)

Net increase (decrease) in net assets resulting from operations

$ (559,168,762)

Other Information

Expense reductions
Directed brokerage arrangements

$ 639,759

Custodian credits

10,740

$ 650,499

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Variable Insurance Products: Overseas Portfolio
Financial Statements - continued

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Year ended
December 31,
2000

Year ended
December 31,
1999

Operations
Net investment income

$ 24,067,131

$ 24,385,652

Net realized gain (loss)

265,613,586

279,081,035

Change in net unrealized appreciation (depreciation)

(848,849,479)

567,840,640

Net increase (decrease) in net assets resulting from operations

(559,168,762)

871,307,327

Distributions to shareholders
From net investment income

(34,503,154)

(31,839,750)

In excess of net investment income

(6,990,235)

-

From net realized gain

(261,723,629)

(51,354,434)

Total distributions

(303,217,018)

(83,194,184)

Share transactions - net increase (decrease)

518,278,056

(16,452,995)

Total increase (decrease) in net assets

(344,107,724)

771,660,148

Net Assets

Beginning of period

2,881,222,868

2,109,562,720

End of period (including undistributed net investment income of $11,909,270 and
$10,707,600, respectively)

$ 2,537,115,144

$ 2,881,222,868

Other Information:

Year ended
December 31, 2000

Year ended
December 31, 1999

Shares

Dollars

Shares

Dollars

Share transactions
Initial Class
Sold

180,026,822

$ 4,102,377,245

137,488,784

$ 2,927,082,596

Reinvested

11,650,005

284,959,118

4,250,326

81,691,268

Redeemed

(178,033,342)

(4,052,515,974)

(145,444,173)

(3,101,747,139)

Net increase (decrease)

13,643,485

$ 334,820,389

(3,705,063)

$ (92,973,275)

Service Class
Sold

68,519,615

$ 1,560,576,350

18,969,271

$ 422,534,083

Reinvested

747,241

18,247,616

78,277

1,502,916

Redeemed

(61,639,680)

(1,408,864,371)

(15,508,477)

(347,516,719)

Net increase (decrease)

7,627,176

$ 169,959,595

3,539,071

$ 76,520,280

Service Class 2 A
Sold

734,419

$ 15,878,729

Reinvested

421

10,284

Redeemed

(114,389)

(2,390,941)

Net increase (decrease)

620,451

$ 13,498,072

Distributions
From net investment income
Initial Class

$ 32,471,354

$ 31,264,560

Service Class

2,030,655

575,190

Service Class 2 A

1,145

-

Total

$ 34,503,154

$ 31,839,750

In excess of net investment income
Initial Class

$ 6,578,599

$ -

Service Class

411,405

-

Service Class 2 A

231

-

Total

$ 6,990,235

$ -

From net realized gain
Initial Class

$ 245,909,165

$ 50,426,708

Service Class

15,805,556

927,726

Service Class 2 A

8,908

-

Total

$ 261,723,629

$ 51,354,434

$ 303,217,018

$ 83,194,184

A Service Class 2 commenced sale of shares January 12, 2000.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Financial Highlights - Initial Class

Years ended December 31,

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 27.44

$ 20.06

$ 19.20

$ 18.84

$ 17.06

Income from Investment Operations

Net investment income D

.19 G

.24

.23

.30

.32 H

Net realized and unrealized gain (loss)

(4.93)

7.95

2.13

1.70

1.88

Total from investment operations

(4.74)

8.19

2.36

2.00

2.20

Less Distributions

From net investment income

(.31)

(.31)

(.38)

(.33)

(.20)

In excess of net investment income

(.06)

-

-

-

-

From net realized gain

(2.33)

(.50)

(1.12)

(1.31)

(.22)

Total distributions

(2.70)

(.81)

(1.50)

(1.64)

(.42)

Net asset value, end of period

$ 20.00

$ 27.44

$ 20.06

$ 19.20

$ 18.84

Total Return B, C

(19.07)%

42.55%

12.81%

11.56%

13.15%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 2,267,507

$ 2,736,851

$ 2,074,843

$ 1,926,322

$ 1,667,601

Ratio of expenses to average net assets

.89%

.91%

.91%

.92%

.93%

Ratio of expenses to average net assets after expense reductions

.87% F

.87% F

.89% F

.90% F

.92% F

Ratio of net investment income to average net assets

.84%

1.10%

1.19%

1.55%

1.84%

Portfolio turnover rate

136%

78%

84%

67%

92%

Financial Highlights - Service Class

Years ended December 31,

2000

1999

1998

1997 E

Selected Per-Share Data

Net asset value, beginning of period

$ 27.39

$ 20.04

$ 19.20

$ 19.36

Income from Investment Operations

Net investment income D

.17 G

.22

.15

.01

Net realized and unrealized gain (loss)

(4.93)

7.94

2.19

(.17)

Total from investment operations

(4.76)

8.16

2.34

(.16)

Less Distributions

From net investment income

(.30)

(.31)

(.38)

-

In excess of net investment income

(.06)

-

-

-

From net realized gain

(2.33)

(.50)

(1.12)

-

Total distributions

(2.69)

(.81)

(1.50)

-

Net asset value, end of period

$ 19.94

$ 27.39

$ 20.04

$ 19.20

Total Return B, C

(19.18)%

42.44%

12.69%

(0.83)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 257,257

$ 144,371

$ 34,720

$ 931

Ratio of expenses to average net assets

.99%

1.01%

1.01%

1.02% A

Ratio of expenses to average net assets after expense reductions

.97% F

.98% F

.97% F

1.01% A, F

Ratio of net investment income to average net assets

.74%

1.00%

.80%

.31% A

Portfolio turnover rate

136%

78%

84%

67%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the periods shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period November 3, 1997 (commencement of sale of Service Class shares) to December 31, 1997.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

G Investment income per share reflects a special dividend (from BCE, Inc.) which amounted to $.04 per share.

H Investment income per share reflects a special dividend which amounted to $.05 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class 2

Year ended December 31,

2000 E

Selected Per-Share Data

Net asset value, beginning of period

$ 26.16

Income from Investment Operations

Net investment income D

.12 G

Net realized and unrealized gain (loss)

(3.68)

Total from investment operations

(3.56)

Less Distributions

From net investment income

(.30)

In excess of net investment income

(.06)

From net realized gain

(2.33)

Total distributions

(2.69)

Net asset value, end of period

$ 19.91

Total Return B, C

(15.50)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 12,351

Ratio of expenses to average net assets

1.15% A

Ratio of expenses to average net assets after expense reductions

1.13% A, F

Ratio of net investment income to average net assets

.58% A

Portfolio turnover rate

136%

A Annualized

B Total returns for periods of less than one year are not annualized and do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

C The total returns would have been lower had certain expenses not been reduced during the period shown.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E For the period January 12, 2000 (commencement of sale of Service Class 2 shares) to December 31, 2000.

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class'expenses.

G Investment income per share reflects a special dividend (from BCE, Inc.) which amounted to $.04 per share.

See accompanying notes which are an integral part of the financial statements.

Overseas Portfolio

Notes to Financial Statements

For the period ended December 31, 2000

1. Significant Accounting Policies.

Money Market Portfolio, High Income Portfolio, Equity-Income Portfolio, Growth Portfolio, and Overseas Portfolio (the funds) are funds of Variable Insurance Products Fund. Investment Grade Bond Portfolio, Asset Manager Portfolio, Asset Manager: Growth Portfolio, Index 500 Portfolio, and Contrafund Portfolio (the funds) are funds of Variable Insurance Products Fund II. Balanced Portfolio, Growth & Income Portfolio, Growth Opportunities Portfolio, Dynamic Capital Appreciation Portfolio, and Mid Cap Portfolio(the funds) are funds of Variable Insurance Products Fund III. The Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III (the trusts) (referred to in this report as Fidelity Variable Insurance Products) are registered under the Investment Company Act of 1940, as amended (the 1940 Act), as open-end management investment companies organized as Massachusetts business trusts. Each fund is authorized to issue an unlimited number of shares. Shares of each fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. Each fund offers three classes of shares: Initial Class shares, Service Class shares and Service Class 2 shares. Each fund commenced sale of Service Class 2 shares on January 12, 2000, except for Dynamic Capital Appreciation Portfolio. The commencement of operations for Dynamic Capital Appreciation Portfolio's Initial Class, Service Class and Service Class 2 shares was September 25, 2000. On April 20, 2000, the Board of Trustees of Money Market Portfolio, Investment Grade Bond Portfolio and Index 500 Portfolio approved the creation of Service Class, a new class of shares of Money Market Portfolio, Investment Grade Bond Portfolio and Index 500 Portfolio and became available on July 7, 2000. The Service Class shares are subject to an annual distribution and service fee of .10% of the class' average net assets. 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 of shares differs in its respective distribution plan.

The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the funds:

Security Valuation.

Money Market Portfolio. As permitted under Rule 2a-7 of the 1940 Act, and certain conditions therein, securities are valued initially at cost and thereafter assume a constant amortization to maturity of any discount or premium.

Investment Grade Bond Portfolio. Securities are valued based upon a computerized matrix system and/or appraisals by a pricing service, both of which consider market transactions and dealer-supplied valuations. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day. High Income and Balanced Portfolios. Debt securities for which quotations are readily available are valued by a pricing service at their market values as determined by their most recent bid prices in the principal market (sales prices if the principal market is an exchange) in which such securities are normally traded. Equity securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign equity securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Asset Manager, Asset Manager: Growth, Equity-Income, Growth & Income, Index 500, Growth Opportunities, Contrafund, Growth, Dynamic Capital Appreciation and Mid Cap Portfolios. Securities for which exchange quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which exchange quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Overseas Portfolio. Securities for which quotations are readily available are valued using the official closing price or at the last sale price in the principal market in which they are traded. If the last sale price (on the local exchange) is unavailable, the last evaluated quote or closing bid price normally is used. If trading or events occurring in other markets after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency Translation. The accounting records of the funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

Income Taxes. As qualified regulated investment companies under Subchapter M of the Internal Revenue Code, the funds are not subject to U.S. federal income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. Dynamic Capital Appreciation Portfolio intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. By so qualifying, the fund will not be subject to income taxes to the extent that it distributes substantially all of its taxable income for its fiscal year. Each fund may be subject to foreign taxes on income and gains on investments which are accrued based upon each fund's understanding of the tax rules and regulations that exist in the markets in which they invest. Foreign governments may also impose taxes on other payments or transactions with respect to foreign securities. Each fund accrues such taxes as applicable. The schedules of investments include information regarding income taxes under the caption "Income Tax Information."

Investment Income.

Money Market Portfolio. Interest income, which includes amortization of premium and accretion of discount, is accrued as earned.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Investment Grade Bond, High Income, Balanced, Asset Manager, Asset Manager: Growth, Equity-Income, Growth & Income, Index 500, Growth Opportunities, Contrafund, Growth, Dynamic Capital Appreciation, Mid Cap and Overseas Portfolios. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities where the ex-dividend date may have passed, are recorded as soon as the funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of original issue discount, is accrued as earned. The funds may place a debt obligation on non-accrual status and reduce related interest income by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures, under the general supervision of the Board of Trustees of the fund. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of each trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) non-interested Trustees of certain funds must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in a cross-section of other Fidelity funds. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Distributions to Shareholders. Dividends are declared daily and paid monthly from net investment income for the Money Market Portfolio. Distributions are recorded on the ex-dividend date for all other funds. Income dividends and capital gain distributions are declared separately for each class.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, paydown gains/losses on certain securities, futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), defaulted bonds, market discount, contingent interest, redemptions in kind, non-taxable dividends, net operating losses, capital loss carryforwards, and losses deferred due to wash sales and excise tax regulations.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income, distributions in excess of net investment income, and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Security Transactions. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost.

Change in Accounting Principle. Effective January 1, 2001, the Equity-Income Portfolio, Balanced Portfolio, Asset Manager: Growth Portfolio, Asset Manager Portfolio, High Income Portfolio and Investment Grade Bond Portfolio will adopt the provisions of the AICPA Audit and Accounting Guide for Investment Companies and will begin amortizing premium and discount on all debt securities, as required. This accounting principle change will not have an impact on total net assets but will result in an increase or decrease to cost of securities held and a corresponding change to net investment income.

The cumulative effect of this accounting change will not have an impact on total net assets but will result in an increase or decrease to cost of securities held and a corresponding change to accumulated net undistributed realized gain (loss).

2. Operating Policies.

Foreign Currency Contracts. Certain funds use foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), certain funds, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the funds, or to the Joint Trading Account, at a custodian bank. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the funds' investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the funds, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating funds. Information regarding each fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Delayed Delivery Transactions. Each fund may purchase or sell securities on a delayed delivery basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The market values of the securities purchased on a delayed delivery basis are identified as such in each applicable fund's schedule of investments. Each fund may receive compensation for interest forgone in the purchase of a delayed delivery security. With respect to purchase commitments, each fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract.

Futures Contracts. Certain funds may use futures contracts to manage their exposure to the stock markets and to fluctuations in currency values. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of the futures variation margin reflected in each applicable fund's Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in each applicable fund's schedule of investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

Restricted Securities. Certain funds are permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Loans and Other Direct Debt Instruments. Certain funds are permitted to invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. At the end of the period, the following funds held investments in loans or other direct debt instruments:

Value

% of Net Assets

High Income

$ 33,422,863

2.0%

Balanced

$ 475,000

0.2%

Asset Manager

$ 159,732,463

3.8%

Asset Manager: Growth

$ 23,375,520

4.7%

Equity-Income

$ 2,041,060

0.0%

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities (other than short-term securities) and the market value of future contracts opened and closed, is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As each fund's investment adviser, FMR receives a monthly fee.

For Money Market Portfolio, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of the fund and an income-based fee. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period. The annual individual fund fee rate is .03%. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. The income-based fee is added only when the fund's gross yield exceeds 5%. At that time the income-based fee would equal 6% of that portion of the fund's gross income that represents a gross yield of more than 5% per year. The maximum income-based component is .24% of average net assets. For the period, the total management fee was equivalent to an annual rate of .25%. The income-based portion of this fee was equal to $1,899,560, or an annual rate of .09% of the fund's average net assets.

For Index 500 Portfolio, FMR receives a fee that is computed daily at an annual rate of .24% of the fund's average net assets.

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

For all other funds, FMR receives a monthly fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of each fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .0920% to .3700% for the period for the Investment Grade Bond and High Income Portfolios and .2167% to .5200% for the period for the Balanced, Asset Manager, Asset Manager: Growth, Equity-Income, Growth & Income, Growth Opportunities, Contrafund, Growth, Dynamic Capital Appreciation, Mid Cap, and Overseas Portfolios. The annual individual fund fee rate is .45% for High Income and Overseas Portfolios, .30% for Investment Grade Bond, Asset Manager: Growth, Growth Opportunities, Contrafund, Growth, Mid Cap and Dynamic Capital Appreciation Portfolios, .25% for the Asset Manager Portfolio, .20% for Equity-Income and Growth & Income Portfolios, and .15% for Balanced Portfolio. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. For the period, each fund's management fees were equivalent to the following annual rates expressed as a percentage of average net assets:

Money Market

.25%

Investment Grade Bond

.43%

High Income

.58%

Balanced

.43%

Asset Manager

.53%

Asset Manager: Growth

.58%

Equity-Income

.48%

Growth & Income

.48%

Index 500

.24%

Growth Opportunities

.58%

Contrafund

.57%

Growth

.57%

Dynamic Capital Appreciation

.58%*

Mid Cap

.57%

Overseas

.72%

* Annualized

Sub-Adviser Fee. Beginning January 1, 2001, FMR Co.(FMRC) will serve as sub-adviser for each fund except Money Market and Investment Grade Bond Portfolios. FMRC is a wholly owned subsidiary of FMR. FMRC may provide investment research and advice and may also provide investment advisory services for the funds. FMRC will receive a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the fund's assets that will be managed by FMRC.

FMR, on behalf of Overseas Portfolio, entered into sub-advisory agreements with Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Far East) Inc., and Fidelity International Investment Advisors (FIIA). Under the sub-advisory arrangements, FMR may receive investment advice and research services and may grant the sub-advisers investment management authority to buy and sell securities. FMR pays its sub-advisers either a portion of its management fee or a fee based on costs incurred for these services.

FMR and Index 500 Portfolio have entered into a sub-advisory agreement with Bankers Trust Company (Bankers Trust). Bankers Trust receives a sub-advisory fee for providing investment management and custodial services to the fund. For these services, FMR pays Bankers Trust fees at an annual rate of 0.006% of the fund's average net assets. Under a separate securities lending agreement with Bankers Trust, the fund receives at least 70% of net income from the securities lending program. Bankers Trust retains no more than 30% of net income under this agreement. For the period, Bankers Trust retained $122,843.

As Money Market and Investment Grade Bond Portfolio's investment sub-adviser, Fidelity Investments Money Management, Inc.(FIMM), a wholly owned subsidiary of FMR, receives a fee from FMR of 50% of the management fee payable to FMR. The fees are paid prior to any voluntary expense reimbursements which may be in effect.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted separate Distribution and Service Plans with respect to each Service Class of shares (collectively referred to as "the Plans"). Under certain of the Plans, the class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a 12b-1 fee. For the period, this fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets. Initial Class shares are not subject to a 12b-1 fee.

Annual Report

Notes to Financial Statements - 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 reallowed to insurance companies, for the distribution of shares and providing shareholder support services:

Money Market

Service Class

$ 50

Service Class 2

$ 249

Investment Grade Bond

Service Class

$ 49

Service Class 2

$ 323

High Income

Service Class

$ 251,008

Service Class 2

$ 3,914

Balanced

Service Class

$ 28,151

Service Class 2

$ 3,595

Asset Manager

Service Class

$ 27,618

Service Class 2

$ 3,721

Asset Manager: Growth

Service Class

$ 12,530

Service Class 2

$ 2,497

Equity-Income

Service Class

$ 499,249

Service Class 2

$ 34,494

Growth & Income

Service Class

$ 160,561

Service Class 2

$ 10,206

Index 500

Service Class

$ 47

Service Class 2

$ 296

Growth Opportunities

Service Class

$ 355,012

Service Class 2

$ 20,287

Contrafund

Service Class

$ 1,071,117

Service Class 2

$ 81,919

Growth

Service Class

$ 1,579,773

Service Class 2

$ 41,245

Dynamic Capital Appreciation

Service Class

$ 162

Service Class 2

$ 552

Mid Cap

Service Class

$ 138,312

Service Class 2

$ 62,748

Overseas

Service Class

$ 230,223

Service Class 2

$ 9,959

Transfer Agent Fees. Fidelity Investment Institutional Operations Company (FIIOC), an affiliate of FMR, is the funds' transfer, dividend disbursing and shareholder servicing agent. FIIOC receives asset-based fees with respect to each account in a fund. FIIOC pays a portion of the expenses related to the typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, each fund's transfer agent fees were equivalent to an annual rate of .07% of average net assets.

For the period, each class paid FIIOC the following amounts:

Money Market

Initial Class

$ 1,388,638

Service Class

$ 51

Service Class 2

$ 443

Investment Grade Bond

Initial Class

$ 428,996

Service Class

$ 34

Service Class 2

$ 1,338

High Income

Initial Class

$ 1,194,719

Service Class

$ 163,140

Service Class 2

$ 2,370

Balanced

Initial Class

$ 179,211

Service Class

$ 18,687

Service Class 2

$ 1,178

Asset Manager

Initial Class

$ 2,943,997

Service Class

$ 19,014

Service Class 2

$ 1,254

Asset Manager: Growth

Initial Class

$ 351,706

Service Class

$ 8,765

Service Class 2

$ 857

Equity-Income

Initial Class

$ 6,359,617

Service Class

$ 332,004

Service Class 2

$ 11,455

Growth & Income

Initial Class

$ 694,394

Service Class

$ 108,721

Service Class 2

$ 3,195

Index 500

Initial Class

$ 3,079,505

Service Class

$ 31

Service Class 2

$ 287

Growth Opportunities

Initial Class

$ 770,752

Service Class

$ 233,505

Service Class 2

$ 6,872

Contrafund

Initial Class

$ 5,860,577

Service Class

$ 717,389

Service Class 2

$ 25,090

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Growth

Initial Class

$ 11,533,243

Service Class

$ 1,056,210

Service Class 2

$ 12,070

Dynamic Capital Appreciation

Initial Class

$ 157

Service Class

$ 372

Service Class 2

$ 602

Mid Cap

Initial Class

$ 146,510

Service Class

$ 98,684

Service Class 2

$ 18,965

Overseas

Initial Class

$ 1,743,958

Service Class

$ 155,637

Service Class 2

$ 3,101

Accounting and Security Lending Fees. Fidelity Service Company, Inc., an affiliate of FMR, maintains each fund's accounting records and administers the security lending program, as applicable. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Fidelity Cash Central Funds. Pursuant to an Exemptive Order issued by the SEC, the funds may invest in one or more open-end money market funds managed by FIMM, an affiliate of FMR. These funds (collectively referred to as the "Central Funds") are available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital, liquidity, and current income and do not pay a management fee.

The Fidelity Money Market Central Fund is principally used for Asset Manager and Asset Manager: Growth Portfolios' strategic allocation to money market investments. The Fidelity Cash Central Fund and the Fidelity Securities Lending Cash Central Fund are principally used for allocations of available cash. Income distributions from the Central Funds are recorded as interest income in the accompanying financial statements except for distributions from the Fidelity Securities Lending Cash Central Fund, which are recorded as security lending income.

Money Market Insurance. Pursuant to an Exemptive Order issued by the the SEC, Money Market Portfolio, along with other money market funds advised by FMR or its affiliates, has entered into insurance agreements with FIDFUNDS Mutual Limited (FIDFUNDS), an affiliated mutual insurance company. FIDFUNDS provides limited coverage for certain loss events including issuer default as to payment of principal or interest and bankruptcy or insolvency of a credit enhancement provider. The insurance does not cover losses resulting from changes in interest rates, ratings downgrades or other market conditions. The fund may be subject to a special assessment of up to approximately 2.5 times the fund's annual gross premium if covered losses exceed certain levels. The fund pays premiums to FIDFUNDS on a calendar year basis, which are amortized over one year.

Brokerage Commissions. Certain funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of FMR, or in the case of Index 500 Portfolio, Bankers Trust. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of each applicable fund's schedule of investments.

5. Security Lending.

Certain funds lend portfolio securities from time to time in order to earn additional income. Each applicable fund receives collateral(in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the funds and any additional required collateral is delivered to the funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Information regarding the value of securities loaned and the value of collateral at period end is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

6. Bank Borrowings.

Each fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. Each fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. Information regarding a fund's participation in the program is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

Annual Report

Notes to Financial Statements - continued

7. Expense Reductions.

FMR voluntarily agreed to reimburse Money Market, Index 500, Dynamic Capital Appreciation and Investment Grade Bond Portfolios' operating expenses (excluding interest, taxes, certain securities lending fees, brokerage commissions and extraordinary expenses, if any) above the following annual rates or range of annual rates of average net assets for each of the following classes:

Money Market

FMR
Expense
Limitations

Service Class

0.45%

Service Class 2

0.60%

Investment Grade Bond

Service Class 2

1.05%

Index 500

Initial Class

0.28%

Service Class

0.38%

Service Class 2

0.53%

Dynamic Capital Appreciation

Initial Class

1.50%

Service Class

1.60%

Service Class 2

1.75%

FMR has directed certain portfolio trades to brokers who paid a portion of the fund's expenses.

In addition, through arrangements with certain fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of each applicable fund's expenses.

For the period, the reductions under these arrangements are shown under the caption "Other Information" on each applicable fund's Statement of Operations.

8. Beneficial Interest.

At the end of the period, Fidelity Investments Life Insurance Company (FILI) and its subsidiaries, affiliates of FMR, were the record owners of more than 5% of the outstanding shares, and certain unaffiliated insurance companies were each record owners of 10% or more of the total outstanding shares of the following funds:

Beneficial Interest

FILI

Unaffiliated
Insurance Companies

Fund

% of Ownership

# of

% Ownership

Money Market

63%

-

-

Investment Grade Bond

38%

-

-

High Income

11%

2

60%

Balanced

38%

1

49%

Asset Manager

19%

1

21%

Asset Manager: Growth

62%

1

10%

Equity-Income

12%

1

29%

Growth & Income

37%

4

53%

Index 500

29%

-

-

Growth Opportunities

14%

1

63%

Contrafund

19%

2

33%

Growth

13%

1

28%

Dynamic Capital
Appreciation

33%

1

67%

Mid Cap

58%

1

18%

Overseas

13%

2

43%

9. Transactions with Affiliated Companies.

An affiliated company is a company which a fund has ownership of at least 5% of the voting securities. Information regarding transactions with affiliated companies is included at the end of each applicable fund's schedule of investments.

Annual Report

Independent Auditors' Report

To the Trustees of Variable Insurance Products Fund III and Shareholders of Dynamic Capital Appreciation Portfolio:

We have audited the accompanying statement of assets and liabilities of Dynamic Capital Appreciation Portfolio, (the Fund), a fund of Variable Insurance Products III (the Trust), including the portfolio of investments, as of December 31, 2000, and the related statements of operations, changes in net assets, and financial highlights for the period September 25, 2000 (commencement of operations) to December 31, 2000. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Dynamic Capital Appreciation Portfolio as of December 31, 2000, and the results of its operations, the changes in its net assets, and its financial highlights for the period September 25, 2000 (commencement of operations) to December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

/s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 7, 2001

Annual Report

Independent Auditors' Report

To the Trustees of Variable Insurance Products Fund II and Shareholders of Contrafund Portfolio, Asset Manager Portfolio, Asset Manager: Growth Portfolio, Index 500 Portfolio and Investment Grade Bond Portfolio:

We have audited the accompanying statements of assets and liabilities of Contrafund Portfolio, Asset Manager Portfolio, Asset Manager: Growth Portfolio, Index 500 Portfolio and Investment Grade Bond Portfolio (the Funds), funds of Variable Insurance Products Fund II(the Trust), including the portfolios of investments, as of December 31, 2000, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of Contrafund Portfolio, Asset Manager Portfolio, Asset Manager: Growth Portfolio, Index 500 Portfolio and Investment Grade Bond Portfolio as of December 31, 2000, and the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 7, 2001

Annual Report

Independent Auditors' Report

To the Trustees of Variable Insurance Products Fund III and Shareholders of Balanced Portfolio, Growth & Income Portfolio and Growth Opportunities Portfolio:

We have audited the accompanying statements of assets and liabilities of Balanced Portfolio, Growth & Income Portfolio and Growth Opportunities Portfolio (the Funds), funds of Variable Insurance Products Fund III (the Trust), including the portfolios of investments, as of December 31, 2000, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of Balanced Portfolio, Growth & Income Portfolio and Growth Opportunities Portfolio as of December 31, 2000, and the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 7, 2001

Annual Report

Report of Independent Accountants

To the Trustees of Variable Insurance Products Fund and Variable Insurance Products Fund III and the Shareholders of Money Market Portfolio, Equity-Income Portfolio, Growth Portfolio, High Income Portfolio, Overseas Portfolio and Mid Cap Portfolio:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial positions of Money Market Portfolio, Equity-Income Portfolio, Growth Portfolio, High Income Portfolio and Overseas Portfolio(funds of Variable Insurance Products Fund) and Mid Cap Portfolio (a fund of Variable Insurance Products Fund III) at December 31, 2000, and the results of their operations, the changes in their net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of Money Market Portfolio's, Equity-Income Portfolio's, Growth Portfolio's, High Income Portfolio's, Overseas Portfolio's and Mid Cap Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2000 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 9, 2001

Annual Report

Distributions

The Board of Trustees of the following funds voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

Fund

Pay Date

Record Date

Dividends

Capital Gains

Asset Manager

2/2/01

2/2/01

$0.64

$0.24

Asset Manager: Growth

2/2/01

2/2/01

$0.38

$0.47

Equity-Income

2/2/01

2/2/01

$0.41

$1.18

Growth & Income

2/2/01

2/2/01

$0.19

$0.61

Contrafund

2/2/01

2/2/01

$0.16

$0.60

Growth

2/2/01

2/2/01

$0.03

$2.82

Overseas

2/2/01

2/2/01

$0.93

$1.47

Each fund hereby designates 100% of the long-term capital gain dividends distributed during the fiscal year as 20%-rate capital gain dividends.

A percentage of the dividends distributed during the fiscal year for the following funds was derived from interest on U.S. Government securities which is generally exempt from state income tax:

Investment
Grade Bond

12.26%

Balanced

12.83%

Asset Manager

8.45%

Index 500

7.27%

Growth
Opportunities

29.70%

A percentage of the dividends distributed during the fiscal year for the Service Class 2 of the following funds qualifies for the dividends-received deduction for corporate shareholders:

High Income

2%

Balanced

28%

Asset Manager

18%

Asset Manager: Growth

28%

Equity-Income

71%

Growth & Income

29%

Index 500

100%

Growth
Opportunities

88%

Contrafund

8%

Growth

9%

Mid Cap

77%

For Overseas Portfolio, the amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are $.346 and $.028, respectively.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Fidelity Investments Money Management, Inc.
Asset Manager, Asset Manager: Growth, Balanced,
Investment Grade Bond, and Money Market Portfolios

Fidelity Management & Research (U.K.) Inc.
Asset Manager, Asset Manager: Growth, Balanced, Contrafund, Dynamic Capital Appreciation, Growth & Income, Growth Opportunities, High Income, Mid Cap, and Overseas Portfolios

Fidelity Management & Research (Far East) Inc.
Asset Manager, Asset Manager: Growth, Balanced, Contrafund, Dynamic Capital Appreciation, Growth & Income, Growth Opportunities, High Income, Mid Cap, and Overseas Portfolios

Fidelity International Investment Advisors Overseas Portfolio

Fidelity International Investment Advisors (U.K.) Limited
Overseas Portfolio

Fidelity Investments Japan Limited
Asset Manager, Asset Manager: Growth, Balanced, Contrafund, Dynamic Capital Appreciation, Growth & Income, Growth Opportunities, High Income, Mid Cap, and Overseas Portfolios

Bankers Trust Index 500 Portfolio

Officers

Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President - Contrafund,
Growth, Growth Opportunities, and Mid Cap Portfolios

Richard A. Spillane, Jr., Vice President - Balanced,
Equity-Income, Growth & Income, and Overseas Portfolio
Robert A. Lawrence, Vice President - Asset Manager, Asset Manager: Growth, High Income, and Index 500 Portfolios
John Avery, Vice President - Balanced Portfolio
Dwight D. Churchill, Vice President -
Investment Grade Bond and Money Market Portfolios
Barry J. Coffman, Vice President - High Income Portfolio
William Danoff, Vice President - Contrafund Portfolio
Bettina Doulton, Vice President - Growth Opportunities Portfolio
Robert Duby, Vice President - Money Market Portfolio
David Felman, Vice President - Mid Cap Portfolio
Kevin E. Grant, Vice President -
Balanced and Investment Grade Bond Portfolios
Boyce I. Greer, Vice President - Money Market Portfolio
Bart A. Grenier, Vice President -
Asset Manager and Asset Manager: Growth Portfolios
Richard R. Mace, Jr., Vice President - Overseas Portfolio
Charles S. Morrison II, Vice President -
Asset Manager and Asset Manager: Growth Portfolios
David L. Murphy, Vice President - Investment Grade Bond Portfolio
Stephen R. Petersen, Vice President - Equity-Income Portfolio
Louis Salemy, Vice President - Growth & Income Portfolio
J. Fergus Shiel, Vice President -
Dynamic Capital Appreciation Portfolio
Steven J. Snider, Vice President -
Asset Manager and Asset Manager: Growth Portfolios

John J. Todd, Vice President -
Asset Manager and Asset Manager: Growth Portfolios

Jennifer Uhrig, Vice President - Growth Portfolio
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Maria F. Dwyer, Deputy Treasurer
Stanley N. Griffith, Assistant Vice President -
Investment Grade Bond and Money Market Portfolios

John H. Costello, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer

Board of Trustees

Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
Donald J. Kirk *
Ned C. Lautenbach *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *

Advisory Board

J. Michael Cook

Marie L. Knowles

William S. Stavropoulos

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Shareholder Servicing Agent

Fidelity Investments Institutional Operations Co., Inc.
Boston, MA

Custodian

The Bank of New York, New York, NY
High Income, Investment Grade Bond, and Money Market Portfolios

The Chase Manhattan Bank, New York, NY Asset Manager,
Asset Manager: Growth, Balanced, Equity-Income,
Growth & Income, and Overseas Portfolios

Brown Brothers Harriman & Co., Boston, MA Contrafund,
Growth, Growth Opportunities, and Mid Cap Portfolios

Bankers Trust, New York, NY Index 500 Portfolio

State Street Bank & Trust Co., Quincy, MA
Dynamic Capital Appreciation Portfolio

* Independent trustees

VIPSC2-ANN-0201 125083
1.751802.100