Variable Insurance Products Fund II · 497 · On 11/3/97

Filed On 11/3/97   ·   SEC File 33-20773   ·   Accession Number 356173-97-15

Definitive Material   ·   Rule 497
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 497         Definitive Material                                   12±    59K 

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VARIABLE INSURANCE PRODUCTS FUND II:                                            
ASSET MANAGER: GROWTH PORTFOLIO DATED APRIL 30, 1997 SUPPLEMENT TO THE          
PROSPECTUS                                                                      
The original class of shares (Initial Class) of the fund is offered             
through the funds' April 30, 1997 Prospectus and Statement of                   
Additional Information. An additional class of shares (Service Class)           
of the fund is offered through a separate Prospectus and Statement of           
Additional Information dated October 31, 1997.                                  
The following information supplements the information found under the           
heading "Who May Want to Invest" in the "Key Facts" section.                    
The fund is composed of multiple classes of shares. All classes of a            
fund have a common investment objective and investment portfolio.               
Initial Class shares, the original class of shares, of the fund are             
offered at net asset value and are not subject to a 12b-1 fee. Service          
Class shares of the fund are offered at net asset value and are                 
subject to a 12b-1 fee. Because Initial Class shares are not subject            
to a 12b-1 fee, Initial Class shares are expected to have a higher              
total return than Service Class shares (excluding charges and expenses          
attributable to any particular insurance product). You may obtain more          
information about Service Class shares, which are not offered through           
this prospectus, from your insurance company or by calling Fidelity             
Distributors Corporation at 1-800-544-2442.                                     
The following information supplements the similar information found             
under the heading "Charter" in the "The Fund in Detail" section.                
Separate votes are taken by each class of shares, fund, or trust, if a          
matter affects just that class of shares, fund, or trust,                       
respectively.                                                                   
The following information replaces the similar information found under          
the heading "FMR and Its Affiliates" in the "The Fund in Detail"                
section.                                                                        
Dick Habermann is Vice President and lead manager of VIP II: Asset              
Manager Portfolio and VIP II: Asset Manager: Growth Portfolio, both of          
which he has managed since March 1996. He also manages several other            
Fidelity funds. Previously, he was division head for international              
equities and director of international research from 1991 to 1996. Mr.          
Habermann joined Fidelity in 1968.                                              
Charles Morrison is Vice President and manager of VIP II: Asset                 
Manager Portfolio's and VIP II: Asset Manager: Growth Portfolio's               
fixed-income investments, which he has managed since February 1997. He          
also manages other Fidelity funds. Since joining Fidelity in 1987, Mr.          
Morrison has worked as an analyst and manager.                                  
Steve Snider is manager of the equity investments of VIP II: Asset              
Manager Portfolio and VIP II: Asset Manager: Growth Portfolio,                  
positions he has held since October 1997. He also manages trust                 
accounts for Fidelity Management Trust Company (FMTC). Mr. Snider               
joined Fidelity in 1992 as a quantitative analyst. Since then, he has           
worked as a manager and a Vice President for FMTC.                              
John Todd is Vice President of VIP II: Asset Manager Portfolio and VIP          
II: Asset Manager: Growth Portfolio and manager of each fund's money            
market investments, which he has managed since December 1996. He also           
manages other Fidelity funds. Mr. Todd joined Fidelity as a portfolio           
manager in 1981.                                                                
The following information replaces the similar information found under          
the heading "Transaction Details" in the "Account Policies" section.            
A CLASS'S NAV is the value of a single share. The NAV of Initial Class          
of each fund is computed by adding Initial Class's pro rata share of            
the value of the fund's investments, cash, and other assets,                    
subtracting Initial Class's pro rata share of the value of the fund's           
liabilities, subtracting the liabilities allocated to Initial Class,            
and dividing the result by the number of Initial Class shares of the            
fund that are outstanding.                                                      
A CLASS'S OFFERING PRICE (price to buy one share) is its NAV. A                 
class's REDEMPTION PRICE (price to sell one share) is its NAV.                  

VARIABLE INSURANCE PRODUCTS FUND II:                                            
ASSET MANAGER PORTFOLIO                                                         
DATED APRIL 30, 1997 SUPPLEMENT TO THE PROSPECTUS                               
The original class of shares (Initial Class) of the fund is offered             
through the funds' April 30, 1997 Prospectus and Statement of                   
Additional Information. An additional class of shares (Service Class)           
of the fund is offered through a separate Prospectus and Statement of           
Additional Information dated October 31, 1997.                                  
The following information supplements the information found under the           
heading "Who May Want to Invest" in the "Key Facts" section.                    
The fund is composed of multiple classes of shares. All classes of a            
fund have a common investment objective and investment portfolio.               
Initial Class shares, the original class of shares, of the fund are             
offered at net asset value and are not subject to a 12b-1 fee. Service          
Class shares of the fund are offered at net asset value and are                 
subject to a 12b-1 fee. Because Initial Class shares are not subject            
to a 12b-1 fee, Initial Class shares are expected to have a higher              
total return than Service Class shares (excluding charges and expenses          
attributable to any particular insurance product). You may obtain more          
information about Service Class shares, which are not offered through           
this prospectus, from your insurance company or by calling Fidelity             
Distributors Corporation at 1-800-544-2442.                                     
The following information supplements the similar information found             
under the heading "Charter" in the "The Fund in Detail" section.                
Separate votes are taken by each class of shares, fund, or trust, if a          
matter affects just that class of shares, fund, or trust,                       
respectively.                                                                   
The following information replaces the similar information found under          
the heading "FMR and Its Affiliates" in the "The Fund in Detail"                
section.                                                                        
Dick Habermann is Vice President and lead manager of VIP II: Asset              
Manager Portfolio and VIP II: Asset Manager: Growth Portfolio, both of          
which he has managed since March 1996. He also manages several other            
Fidelity funds. Previously, he was division head for international              
equities and director of international research from 1991 to 1996. Mr.          
Habermann joined Fidelity in 1968.                                              
Charles Morrison is Vice President and manager of VIP II: Asset                 
Manager Portfolio's and VIP II: Asset Manager: Growth Portfolio's               
fixed-income investments, which he has managed since February 1997. He          
also manages other Fidelity funds. Since joining Fidelity in 1987, Mr.          
Morrison has worked as an analyst and manager.                                  
Steve Snider is manager of the equity investments of VIP II: Asset              
Manager Portfolio and VIP II: Asset Manager: Growth Portfolio,                  
positions he has held since October 1997. He also manages trust                 
accounts for Fidelity Management Trust Company (FMTC). Mr. Snider               
joined Fidelity in 1992 as a quantitative analyst. Since then, he has           
worked as a manager and a Vice President for FMTC.                              
John Todd is Vice President of VIP II: Asset Manager Portfolio and VIP          
II: Asset Manager: Growth Portfolio and manager of each fund's money            
market investments, which he has managed since December 1996. He also           
manages other Fidelity funds. Mr. Todd joined Fidelity as a portfolio           
manager in 1981.                                                                
The following information replaces the similar information found under          
the heading "Transaction Details" in the "Account Policies" section.            
A CLASS'S NAV is the value of a single share. The NAV of Initial Class          
of each fund is computed by adding Initial Class's pro rata share of            
the value of the fund's investments, cash, and other assets,                    
subtracting Initial Class's pro rata share of the value of the fund's           
liabilities, subtracting the liabilities allocated to Initial Class,            
and dividing the result by the number of Initial Class shares of the            
fund that are outstanding.                                                      
A CLASS'S OFFERING PRICE (price to buy one share) is its NAV. A                 
class's REDEMPTION PRICE (price to sell one share) is its NAV.                  

VARIABLE INSURANCE PRODUCTS FUND II: CONTRAFUND PORTFOLIO DATED APRIL           
30, 1997 SUPPLEMENT TO THE PROSPECTUS                                           
The original class of shares (Initial Class) of the fund is offered             
through the funds' April 30, 1997 Prospectus and Statement of                   
Additional Information. An additional class of shares (Service Class)           
of the fund is offered through a separate Prospectus and Statement of           
Additional Information dated October 31, 1997.                                  
The following information supplements the information found under the           
heading "Who May Want to Invest" in the "Key Facts" section.                    
The fund is composed of multiple classes of shares. All classes of a            
fund have a common investment objective and investment portfolio.               
Initial Class shares, the original class of shares, of the fund are             
offered at net asset value and are not subject to a 12b-1 fee. Service          
Class shares of the fund are offered at net asset value and are                 
subject to a 12b-1 fee. Because Initial Class shares are not subject            
to a 12b-1 fee, Initial Class shares are expected to have a higher              
total return than Service Class shares (excluding charges and expenses          
attributable to any particular insurance product). You may obtain more          
information about Service Class shares, which are not offered through           
this prospectus, from your insurance company or by calling Fidelity             
Distributors Corporation at 1-800-544-2442.                                     
The following information supplements the similar information found             
under the heading "Charter" in the "The Fund in Detail" section.                
Separate votes are taken by each class of shares, fund, or trust, if a          
matter affects just that class of shares, fund, or trust,                       
respectively.                                                                   
The following information replaces the similar information found under          
the heading "FMR and Its Affiliates" in the "The Fund in Detail"                
section.                                                                        
Will Danoff is Vice President and manager of VIP II: Contrafund                 
Portfolio, which he has managed since January 1995. He also manages             
another Fidelity fund. Since joining Fidelity in 1986, Mr. Danoff has           
worked as an analyst and manager.                                               
The following information replaces the similar information found under          
the heading "Transaction Details" in the "Account Policies" section.            
A CLASS'S NAV is the value of a single share. The NAV of Initial Class          
of each fund is computed by adding Initial Class's pro rata share of            
the value of the fund's investments, cash, and other assets,                    
subtracting Initial Class's pro rata share of the value of the fund's           
liabilities, subtracting the liabilities allocated to Initial Class,            
and dividing the result by the number of Initial Class shares of the            
fund that are outstanding.                                                      
A CLASS'S OFFERING PRICE (price to buy one share) is its NAV. A                 
class's REDEMPTION PRICE (price to sell one share) is its NAV.                  

VARIABLE INSURANCE PRODUCTS FUND                                                
VARIABLE INSURANCE PRODUCTS FUND II VARIABLE INSURANCE PRODUCTS FUND            
III:                                                                            
MONEY MARKET, INVESTMENT GRADE BOND, HIGH INCOME, ASSET MANAGER, ASSET          
MANAGER: GROWTH, BALANCED, EQUITY-INCOME, INDEX 500, GROWTH & INCOME,           
GROWTH OPPORTUNITIES,                                                           
CONTRAFUND, GROWTH,                                                             
OVERSEAS PORTFOLIOS                                                             
SUPPLEMENT TO THE APRIL 30, 1997 PROSPECTUS                                     
The original class of shares (Initial Class) of each fund is offered            
through the funds' April 30, 1997 Prospectus and Statement of                   
Additional Information. An additional class of shares (Service Class)           
of each fund, except Index 500 Portfolio, Investment Grade Bond                 
Portfolio, and Money Market Portfolio, is offered through a separate            
Prospectus and Statement of Additional Information dated October 31,            
1997.                                                                           
The following information supplements the information found under the           
heading "Who May Want to Invest" in the "Key Facts" section.                    
Each fund (except Money Market Portfolio, Investment Grade Bond                 
Portfolio, and Index 500 Portfolio) is composed of multiple classes of          
shares. All classes of a fund have a common investment objective and            
investment portfolio. Initial Class shares, the original class of               
shares, of each fund are offered at net asset value and are not                 
subject to a 12b-1 fee. Service Class shares of each fund (except               
Money Market Portfolio, Investment Grade Bond Portfolio, and Index 500          
Portfolio) are offered at net asset value and are subject to a 12b-1            
fee. Because Initial Class shares are not subject to a 12b-1 fee,               
Initial Class shares are expected to have a higher total return than            
Service Class shares (excluding charges and expenses attributable to            
any particular insurance product). You may obtain more information              
about Service Class shares, which are not offered through this                  
prospectus, from your insurance company or by calling Fidelity                  
Distributors Corporation at 1-800-544-2442.                                     
The following information replaces the similar information found under          
the heading "Charter" in the "The Funds in Detail" section.                     
With respect to funds of VIP and VIP II, your insurance company is              
entitled to one vote for each share it owns. With respect to funds of           
VIP III, the number of votes your insurance company is entitled to is           
based upon the dollar value of its investment. For a further                    
discussion, please refer to your insurance company's separate account           
prospectus. Separate votes are taken by each class of shares, fund, or          
trust, if a matter affects just that class of shares, fund, or trust,           
respectively.                                                                   
The following information replaces the similar information found under          
the heading "FMR and Its Affiliates" in the "The Funds in Detail"               
section.                                                                        
(solid bullet)Fidelity Management & Research (U.K.) Inc. (FMR U.K.),            
in London, England, serves as a sub-adviser for High Income, Asset              
Manager, Asset Manager: Growth, Balanced, Growth & Income, Growth               
Opportunities, Contrafund, and Overseas Portfolios.                             
(solid bullet)Fidelity Management & Research (Far East) Inc. (FMR Far           
East), in Tokyo, Japan, serves as a sub-adviser for High Income, Asset          
Manager, Asset Manager: Growth, Balanced, Growth & Income, Growth               
Opportunities, Contrafund, and Overseas Portfolios.                             
The following information replaces the similar information found under          
the heading "FMR and Its Affiliates" in the "The Funds in Detail"               
section.                                                                        
Barry Coffman is Vice President and manager of VIP: High Income                 
Portfolio, which he has managed since August 1990. He also co-manages           
several other Fidelity funds. Mr. Coffman joined Fidelity as an                 
analyst in 1986.                                                                
Dick Habermann is Vice President and lead manager of VIP II: Asset              
Manager Portfolio and VIP II: Asset Manager: Growth Portfolio, both of          
which he has managed since March 1996. He also manages several other            
Fidelity funds. Previously, he was division head for international              
equities and director of international research from 1991 to 1996. Mr.          
Habermann joined Fidelity in 1968.                                              
Charles Morrison is Vice President and manager of VIP II: Asset                 
Manager Portfolio's and VIP II: Asset Manager: Growth Portfolio's               
fixed-income investments, which he has managed since February 1997. He          
also manages other Fidelity funds. Since joining Fidelity in 1987, Mr.          
Morrison has worked as an analyst and manager.                                  
Steve Snider is manager of the equity investments of VIP II: Asset              
Manager Portfolio and VIP II: Asset Manager: Growth Portfolio,                  
positions he has held since October 1997. He also manages trust                 
accounts for Fidelity Management Trust Company (FMTC). Mr. Snider               
joined Fidelity in 1992 as a quantitative analyst. Since then, he has           
worked as a manager and a Vice President for FMTC.                              
John Todd is Vice President of VIP II: Asset Manager Portfolio and VIP          
II: Asset Manager: Growth Portfolio and manager of each fund's money            
market investments, which he has managed since December 1996. He also           
manages other Fidelity funds. Mr. Todd joined Fidelity as a portfolio           
manager in 1981.                                                                
Bettina Doulton is Vice President and lead manager of VIP III:                  
Balanced Portfolio, which she has managed since March 1996. She also            
manages other Fidelity funds. Since joining Fidelity in 1986, Ms.               
Doulton has worked as a research assistant, analyst, and manager.               
John Avery is associate manager of VIP III: Balanced Portfolio, which           
he has managed since September 1997. He also manages another Fidelity           
fund. Mr. Avery joined Fidelity as an analyst in 1995. Previously, he           
was an analyst for Putnam Investments from 1993 to 1994. Mr. Avery              
received his MBA from The Wharton School at the University of                   
Pennsylvania in 1993.                                                           
Kevin Grant is Vice President and manager of VIP II: Investment Grade           
Bond Portfolio, which he has managed since February 1997. He also is            
Vice President of VIP III: Balanced Portfolio and manager of its                
fixed-income investments since March 1996. He also manages several              
other Fidelity funds. Prior to joining Fidelity as a manager in 1993,           
Mr. Grant was a vice president and chief mortgage strategist at Morgan          
Stanley for three years.                                                        
Stephen Petersen is Vice President and manager of VIP: Equity-Income            
Portfolio, which he has managed since January 1997. He also manages             
other Fidelity funds. Since joining Fidelity in 1980, Mr. Petersen has          
worked as an analyst and manager.                                               
Beth Terrana is Vice President and manager of VIP III: Growth & Income          
Portfolio, which she has managed since inception. She also manages              
other Fidelity funds. Since joining Fidelity in 1983, Ms. Terrana has           
worked as an analyst, portfolio assistant, and manager.                         
George Vanderheiden is Vice President and manager of VIP III: Growth            
Opportunities Portfolio, which he has managed since January 1995. He            
also manages several other Fidelity funds. Mr. Vanderheiden joined              
Fidelity in 1971; he has worked as a portfolio manager since 1980.              
Will Danoff is Vice President and manager of VIP II: Contrafund                 
Portfolio, which he has managed since January 1995. He also manages             
another Fidelity fund. Since joining Fidelity in 1986, Mr. Danoff has           
worked as an analyst and manager.                                               
Jennifer Uhrig is Vice President and manager of VIP: Growth Portfolio,          
which she has managed since January 1997. She also manages another              
Fidelity fund. Since joining Fidelity in 1987, Ms. Uhrig has worked as          
an analyst and manager.                                                         
Richard Mace is Vice President and manager of VIP: Overseas Portfolio,          
which he has managed since March 1996. He also manages several other            
Fidelity funds. Since joining Fidelity in 1987, Mr. Mace has worked as          
an analyst and manager.                                                         
The following information supplements the information found under the           
heading "Investment Principles and Risks" in the "The Funds in Detail"          
section.                                                                        
FMR normally invests each fund's assets according to its investment             
strategy. High Income, Asset Manager, Asset Manager: Growth, Balanced,          
Equity-Income, Index 500, Growth & Income, Growth Opportunities,                
Contrafund, Growth, and Overseas Portfolios also reserve the right to           
invest without limitation in preferred stocks and investment-grade              
debt instruments for temporary, defensive purposes. Investment Grade            
Bond Portfolio reserves the right to invest without limitation in               
investment-grade money market or short-term debt instruments for                
temporary, defensive purposes.                                                  
The following information replaces the "Restrictions" for "Equity               
Securities" and "Exposure to Foreign Markets," respectively, found              
under the heading "Securities and Investment Practices" in the "The             
Funds in Detail" section.                                                       
RESTRICTIONS: With respect to 75% of its total assets, each fund                
(excluding Money Market) may not purchase more than 10% of the                  
outstanding voting securities of any issuer. High Income may invest up          
to 20% of its total assets in common stocks and other equity                    
securities.                                                                     
RESTRICTIONS: FMR limits the amount of each of High Income,                     
Equity-Income, Growth, Investment Grade Bond, Asset Manager and Index           
500 Portfolios' assets that may be invested in foreign securities to            
50%. However, pursuant to certain state insurance regulations, each             
such fund and each of Money Market, Overseas, Asset Manager: Growth,            
Balanced, Growth Opportunities, and Contrafund Portfolios may not               
invest more than 20% of its assets in any one foreign country. Each of          
these funds may have an additional 15% invested in securities of                
issuers located in any one (but only one) of the following countries:           
Australia, Canada, France, Japan, the United Kingdom, or Germany.               
The following information supplements the information found under the           
heading "Securities and Investment Practices" in the "The Funds in              
Detail" section.                                                                
FOREIGN REPURCHASE AGREEMENTS may be less well secured than U.S.                
repurchase agreements, and may be denominated in foreign currencies.            
They also may involve greater risk of loss if the counterparty                  
defaults. Some counterparties in these transactions may be less                 
creditworthy than those in the U.S. markets.                                    
The following information replaces the similar information found under          
the heading "Breakdown of Expenses" in the "The Funds in Detail"                
section.                                                                        
Each fund pays a MANAGEMENT FEE to FMR for managing its investments             
and business affairs. FMR in turn pays fees to affiliates who provide           
assistance with these services for Money Market, High Income, Asset             
Manager, Asset Manager: Growth, Balanced, Growth & Income, Growth               
Opportunities, Contrafund, and Overseas Portfolios. Each fund also              
pays OTHER EXPENSES, which are explained on page 31.                            
The following information replaces the similar information found under          
the heading "Management Fee" in the "The Funds in Detail" section.              
On behalf of High Income, Asset Manager: Growth, Balanced, Growth               
Opportunities, Growth & Income, Contrafund, and Overseas Portfolios,            
the sub-advisers may also provide investment management services. In            
return, FMR pays FMR U.K., FMR Far East, and FIIA a fee equal to 50%            
of its management fee rate with respect to a fund's investments that            
the sub-adviser manages on a discretionary basis. FIIA pays FIIAL U.K.          
a fee equal to 110% of the cost of providing these services.                    
The following information replaces the similar information found under          
the heading "Transaction Details" in the "Account Policies" section.            
A CLASS'S NAV is the value of a single share. The NAV of Initial Class          
of each fund is computed by adding Initial Class's pro rata share of            
the value of the fund's investments, cash, and other assets,                    
subtracting Initial Class's pro rata share of the value of the fund's           
liabilities, subtracting the liabilities allocated to Initial Class,            
and dividing the result by the number of Initial Class shares of the            
fund that are outstanding.                                                      
A CLASS'S OFFERING PRICE (price to buy one share) is its NAV. A                 
class's REDEMPTION PRICE (price to sell one share) is its NAV.                  
The following information supplements the disclosure regarding Index            
500 Portfolio.                                                                  
SHAREHOLDER MEETING. On or about November 19, 1997, a shareholder               
meeting will be held to consider the adoption of a sub-advisory                 
agreement with Bankers Trust Company (BT), to consider amendments to            
the fund's present management contract, and to consider another                 
proposal. If shareholders of record on September 22, 1997 approve the           
sub-advisory agreement and the amended management contract, Fidelity            
Management & Research Company (FMR) would continue to serve as the              
fund's manager and investment adviser, but would delegate part of its           
duties to BT. As sub-advisor, BT would have day-to-day                          
responsibilities for managing the fund's investments. BT would also             
provide custodial and securities lending services to the fund. FMR              
would be responsible for overseeing BT's performance and would retain           
its other management responsibilities, subject to oversight by the              
Board of Trustees. All other fund services, including shareholder               
account services, would be unchanged.                                           
The proposed amendment to the fund's management contract with FMR               
would amend the contract to allow for the appointment of a sub-advisor          
to the fund and to reduce the management fee rate from an annual rate           
of 0.28% of the fund's average net assets to an annual rate of 0.24%            
of the fund's average net assets.                                               
BT is a major institutional money manager and one of the nation's               
leading managers of index funds with over 20 years' experience in               
managing investments indexed to the S&P 500(registered trademark) and           
other indices. BT's commitment to the specialized area of index                 
account management allows it to provide index fund portfolio                    
management services at a lower cost than if FMR provided these                  
services itself.                                                                
If you wish to receive a proxy statement, please call 1-800-843-3001.           

SUPPLEMENT TO THE                                                               
VARIABLE INSURANCE PRODUCTS FUND:                                               
MONEY MARKET PORTFOLIO, HIGH INCOME PORTFOLIO, EQUITY-INCOME                    
PORTFOLIO,                                                                      
GROWTH PORTFOLIO, AND OVERSEAS PORTFOLIO                                        
VARIABLE INSURANCE PRODUCTS FUND II:                                            
ASSET MANAGER PORTFOLIO, CONTRAFUND PORTFOLIO, INDEX 500 PORTFOLIO,             
INVESTMENT GRADE BOND PORTFOLIO, AND ASSET MANAGER: GROWTH PORTFOLIO            
VARIABLE INSURANCE PRODUCTS FUND III:                                           
BALANCED PORTFOLIO, GROWTH & INCOME PORTFOLIO,                                  
AND GROWTH OPPORTUNITIES PORTFOLIO                                              
STATEMENT OF ADDITIONAL INFORMATION                                             
APRIL 30, 1997                                                                  
The original class of shares (Initial Class) of each fund is offered            
through the funds' April 30, 1997 Prospectus and Statement of                   
Additional Information. An additional class of shares (Service Class)           
of each fund, except Index 500 Portfolio, Investment Grade Bond                 
Portfolio, and Money Market Portfolio, is offered through a separate            
Prospectus and Statement of Additional Information dated October 31,            
1997.                                                                           
Effective October 31, 1997, each fund (or each class thereof, as                
applicable) will no longer pay the transfer agent, Fidelity                     
Investments Institutional Operations Company, Inc. (FIIOC), an account          
fee of $125 for each account. Each fund (or each class thereof, as              
applicable) will, however, continue to pay FIIOC an asset-based fee of          
0.050% for each account.                                                        
THE FOLLOWING INFORMATION REPLACES THE RESPECTIVE NON-FUNDAMENTAL               
INVESTMENT LIMITATIONS FOR MONEY MARKET PORTFOLIO FOUND IN THE                  
"INVESTMENT POLICIES AND LIMITATIONS" SECTION.                                  
(i) The fund does not currently intend to purchase a security (other            
than securities issued or guaranteed by the U.S. government or any of           
its agencies or instrumentalities) if, as a result, more than 5% of             
its total assets would be invested in the securities of a single                
issuer; provided that the fund may invest up to 10% of its total                
assets in the first tier securities of a single issuer for up to three          
business days.  (This limit does not apply to securities of other               
open-end investment companies managed by FMR or a successor or                  
affiliate purchased pursuant to an exemptive order granted by the               
SEC.)                                                                           
(viii) The fund does not currently intend to (a) purchase securities            
of other investment companies, except in the open market where no               
commission except the ordinary broker's commission is paid, or (b)              
purchase or retain securities issued by other open-end investment               
companies. Limitations (a) and (b) do not apply (i) to securities               
received as dividends, through offers of exchange, or as a result of a          
reorganization, consolidation or merger, or (ii) to securities of               
other open-end investment companies managed by FMR or a successor or            
affiliate purchased pursuant to an exemptive order granted by the SEC.          
THE FOLLOWING INFORMATION REPLACES THE RESPECTIVE NON-FUNDAMENTAL               
INVESTMENT LIMITATION FOR HIGH INCOME, EQUITY-INCOME, GROWTH,                   
OVERSEAS, GROWTH & INCOME, BALANCED, GROWTH OPPORTUNITIES, INVESTMENT           
GRADE BOND, ASSET MANAGER, INDEX 500, CONTRAFUND, AND ASSET MANAGER:            
GROWTH PORTFOLIOS FOUND IN THE "INVESTMENT POLICIES AND LIMITATIONS"            
SECTION.                                                                        
(vi) Each fund does not currently intend to (a) purchase securities of          
other investment companies, except in the open market where no                  
commission except the ordinary broker's commission is paid, or (b)              
purchase or retain securities issued by other open-end investment               
companies. Limitations (a) and (b) do not apply to (i) securities               
received as dividends, through offers of exchange, or as a result of a          
reorganization, consolidation, or merger, or (ii) to securities of              
other open-end investment companies managed by FMR or a successor or            
affiliate purchased pursuant to an exemptive order granted by the SEC.          
THE FOLLOWING INFORMATION SUPPLEMENTS THE LIST OF NON-FUNDAMENTAL               
INVESTMENT LIMITATIONS FOUND IN THE "INVESTMENT POLICIES AND                    
LIMITATIONS" SECTION.                                                           
(viii) (for Balanced and Growth Opportunities Portfolios) Each fund             
does not currently intend to invest all of its assets in the                    
securities of a single open-end management investment company with              
substantially the same fundamental investment objective, policies, and          
limitations as the fund.                                                        
THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOUND IN             
THE "PORTFOLIO TRANSACTIONS" SECTION, AND THROUGHOUT THE SECTION,               
REFERENCES TO FIDELITY BROKERAGE SERVICES, INC. (FBSI) ARE REPLACED             
WITH REFERENCES TO NATIONAL FINANCIAL SERVICES CORPORATION (NFSC).              
FMR is authorized to use research services provided by and to place             
portfolio transactions with brokerage firms that have provided                  
assistance in the distribution of shares of the funds or shares of              
other Fidelity funds to the extent permitted by law. FMR may use                
research services provided by and place agency transactions with                
National Financial Services Corporation (NFSC) and Fidelity Brokerage           
Services (FBS), indirect subsidiaries of FMR Corp., if the commissions          
are fair, reasonable, and comparable to commissions charged by                  
non-affiliated, qualified brokerage firms for similar services. From            
September 1992 through December 1994, FBS operated under the name               
Fidelity Brokerage Services Limited (FBSL). As of January 1995, FBSL            
was converted to an unlimited liability company and assumed the name            
FBS.                                                                            
THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOUND IN             
THE FIRST PARAGRAPH OF THE "ADDITIONAL PURCHASE AND REDEMPTION                  
INFORMATION" SECTION.                                                           
The NYSE has designated the following holiday closings for 1997 and             
1998: New Year's Day, Martin Luther King's Birthday (in 1998),                  
Presidents' Day, Good Friday, Memorial Day, Independence Day                    
(observed), Labor Day, Thanksgiving Day, and Christmas Day.                     
THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOUND IN             
THE "FMR" SECTION.                                                              
At present, the principal operating activities of FMR Corp. are those           
conducted by its division, Fidelity Investments Retail Marketing                
Company, which provides marketing services to various companies within          
the Fidelity organization.                                                      
THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE              
"TRUSTEES AND OFFICERS" SECTION. IN ADDITION, MR. EDWARD H. MALONE IS           
DELETED AS TRUSTEE AND MR. KENNETH A. RATHGEBER IS DELETED AS                   
TREASURER.                                                                      
ROBERT M. GATES (54), Trustee (1997), is a consultant, author, and              
lecturer (1993). Mr. Gates was Director of the Central Intelligence             
Agency (CIA) from 1991-1993. From 1989 to 1991, Mr. Gates served as             
Assistant to the President of the United States and Deputy National             
Security Advisor. Mr. Gates is currently a Trustee for the Forum for            
International Policy, a Board Member for the Virginia Neurological              
Institute, and a Senior Advisor of the Harvard Journal of World                 
Affairs. In addition, Mr. Gates serves as a member of the corporate             
board for Lucas Varity PLC (automotive components and diesel engines),          
Charles Stark Draper Laboratory (non-profit), NACCO Industries, Inc.            
(mining and manufacturing), and TRW Inc. (original equipment and                
replacement products).                                                          
*ROBERT C. POZEN (51), Trustee (1997) and Senior Vice President, is             
also President and a Director of FMR (1997), and President and a                
Director of FMR Texas Inc. (1997), Fidelity Management & Research               
(U.K.) Inc. (1997), and Fidelity Management & Research (Far East) Inc.          
(1997). Previously, Mr. Pozen served as General Counsel, Managing               
Director, and Senior Vice President of FMR Corp. Mr. Pozen currently            
serves as a Trustee for only Variable Insurance Products Fund III.              
DWIGHT D. CHURCHILL (43), is Vice President of Bond Funds, Group                
Leader of the Bond Group, and Senior Vice President of FMR (1997). Mr.          
Churchill joined Fidelity in 1993 as Vice President and Group Leader            
of Taxable Fixed-Income Investments. Prior to joining Fidelity, he              
spent three years as president and CEO of CSI Asset Management, Inc.            
in Chicago, an investment management subsidiary of The Prudential.              
BOYCE I. GREER (41), is Vice President of Money Market Funds (1997),            
Group Leader of the Money Market Group (1997), and Senior Vice                  
President of FMR (1997). Mr. Greer served as the Leader of the                  
Fixed-Income Group for Fidelity Management Trust Company (1993-1995)            
and was Vice President and Group Leader of Municipal Fixed-Income               
Investments (1996-1997). Prior to 1993, Mr. Greer was an associate              
portfolio manager.                                                              
BART A. GRENIER (38), is Vice President of certain High-Income Bond             
Funds (1997). Mr. Grenier rejoined Fidelity in August 1997 from DDJ             
Capital Management, LLC, where he had served as Managing Director               
since April 1997. Mr. Grenier originally joined Fidelity in 1991 as a           
senior analyst. Mr. Grenier served as a Director of High-Income Group           
research and as Director of U.S. Equity research from 1994 to March             
1996. He later became Group Leader of the Income-Growth and Asset               
Allocation-Income Groups in 1996 and Assistant Equity Division Head in          
1997.                                                                           
ABIGAIL P. JOHNSON (35), is Vice President of certain Equity Funds              
(1997), and is a Director of FMR Corp. (1994). Before assuming her              
current responsibilities, Ms. Johnson managed a number of Fidelity              
funds.                                                                          
RICHARD A. SPILLANE, JR. (46), is Vice President of certain Equity              
Funds and Senior Vice President of FMR (1997). Since joining Fidelity,          
Mr. Spillane was Chief Investment Officer for Fidelity International,           
Limited. Prior to that position, Mr. Spillane served as Director of             
Research.                                                                       
RICHARD A. SILVER (50), Treasurer (1997), is Treasurer of the Fidelity          
funds and is an employee of FMR (1997). Before joining FMR, Mr. Silver          
served as Executive Vice President, Fund Accounting & Administration            
at First Data Investor Services Group, Inc. (1996-1997). Prior to               
1996, Mr. Silver was Senior Vice President and Chief Financial Officer          
at The Colonial Group, Inc. Mr. Silver also served as Chairman of the           
Accounting/Treasurer's Committee of the Investment Company Institute            
(1987-1993).                                                                    
THOMAS D. MAHER (52), Assistant Vice President, is Assistant Vice               
President of Fidelity's municipal bond funds (1996) and of Fidelity's           
money market funds and Vice President and Associate General Counsel of          
FMR Texas Inc.                                                                  
THOMAS J. SIMPSON (39), Assistant Treasurer, is Assistant Treasurer of          
Fidelity's municipal bond funds (1996) and of Fidelity's money market           
funds (1996) and an employee of FMR (1996). Prior to joining FMR, Mr.           
Simpson was Vice President and Fund Controller of Liberty Investment            
Services (1987-1995).                                                           
THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOUND IN             
THE "TRUSTEES AND OFFICERS" SECTION.                                            
J. GARY BURKHEAD (56), Member of the Advisory Board (1997), is Vice             
Chairman and a Member of the Board of Directors of FMR Corp. (1997),            
and President and Chief Executive Officer of the Fidelity                       
Institutional Group (1997). Previously, Mr. Burkhead served as                  
President of Fidelity Management & Research Company.                            
THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE              
FIRST PARAGRAPH OF THE "CONTRACTS WITH FMR AFFILIATES" SECTION.                 
The fee for Growth & Income and Growth Opportunities Portfolios is              
limited to a minimum of $60,000 and a maximum of $800,000 per year.             
THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND UNDER THE           
HEADING "SHAREHOLDER AND TRUSTEE LIABILITY" IN THE "DESCRIPTION OF THE          
TRUSTS" SECTION.                                                                
Claims asserted against one class of shares of a fund may subject               
holders of another class of shares of that fund to certain                      
liabilities.                                                                    
THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND UNDER THE           
HEADING "VOTING RIGHTS" IN THE "DESCRIPTION OF THE TRUSTS" SECTION.             
Shareholders of Balanced Portfolio, Growth & Income Portfolio, and              
Growth Opportunities Portfolio receive one vote for each dollar value           
of net asset value they own.                                                    
THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOUND UNDER          
THE HEADING "VOTING RIGHTS" IN THE "DESCRIPTION OF THE TRUSTS"                  
SECTION.                                                                        
Each trust or fund may be terminated upon the sale of its assets to             
another open-end management investment company, or upon liquidation             
and distribution of its assets, if approved by vote of the holders of           
a majority of the outstanding shares of the funds of Variable                   
Insurance Products Fund and Variable Insurance Products Fund II, or if          
approved by vote of the holders of a majority of Variable Insurance             
Products Fund III or its funds, as determined by the current value of           
each such shareholder's investment in such trust or fund.                       

Dates Referenced Herein   and   Documents Incorporated By Reference

This 497 Filing		Date		Other Filings
		4/30/97		485BPOS
		9/22/97		DEF 14A
		10/31/97		485BPOS
Filed On / Filed As Of		11/3/97
		11/5/97
		11/19/97		DEF 14A, PRE 14A
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