Variable Insurance Products Fund Ii N-CSRS Certified semi-annual shareholder report (management investment company)

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-5511

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

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

Scott C. Goebel, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:	December 31
Date of reporting period:	June 30, 2008

Item 1. Reports to Stockholders

Fidelity® Variable Insurance Products:

Contrafund Portfolio

Semiannual Report

June 30, 2008
(2_fidelity_logos) (Registered_Trademark)

Contents

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

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2008 to June 30, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2008	Ending Account Value June 30, 2008	Expenses Paid During Period* January 1, 2008 to June 30, 2008
Initial Class
Actual	$ 1,000.00	$ 878.30	$ 3.08
Hypothetical A	$ 1,000.00	$ 1,021.58	$ 3.32
Service Class
Actual	$ 1,000.00	$ 877.50	$ 3.55
Hypothetical A	$ 1,000.00	$ 1,021.08	$ 3.82
Service Class 2
Actual	$ 1,000.00	$ 877.10	$ 4.25
Hypothetical A	$ 1,000.00	$ 1,020.34	$ 4.57
Service Class 2R
Actual	$ 1,000.00	$ 877.30	$ 4.25
Hypothetical A	$ 1,000.00	$ 1,020.34	$ 4.57
Investor Class
Actual	$ 1,000.00	$ 877.60	$ 3.50
Hypothetical A	$ 1,000.00	$ 1,021.13	$ 3.77

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

	Annualized Expense Ratio
Initial Class	.66%
Service Class	.76%
Service Class 2	.91%
Service Class 2R	.91%
Investor Class	.75%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	3.6	3.7
ConocoPhillips	2.1	1.0
Apple, Inc.	2.0	0.1
Procter & Gamble Co.	1.8	1.9
AT&T, Inc.	1.8	1.4
American International Group, Inc.	1.6	2.4
Petrohawk Energy Corp.	1.6	0.5
Cisco Systems, Inc.	1.6	0.9
National Oilwell Varco, Inc.	1.4	0.9
Fannie Mae	1.4	1.1
	18.9
Market Sectors as of June 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	16.2	16.8
Energy	15.0	12.0
Financials	13.2	17.2
Industrials	12.1	11.7
Health Care	11.7	11.4
Consumer Staples	11.2	10.3
Consumer Discretionary	7.1	6.9
Utilities	4.3	3.5
Telecommunication Services	3.8	4.1
Materials	3.8	3.3

Asset Allocation (% of fund's net assets)
As of June 30, 2008 *			As of December 31, 2007 **
	Stocks and Equity Futures 98.7%			Stocks and Equity Futures 97.9%
	Short-Term Investments and Net Other Assets 1.3%			Short-Term Investments and Net Other Assets 2.1%
* Foreign investments		16.9%	** Foreign investments		20.2%

Semiannual Report

Investments June 30, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.7%
	Shares		Value
CONSUMER DISCRETIONARY - 7.1%
Auto Components - 0.3%
Gentex Corp.	2,316,000		$ 33,443,040
Johnson Controls, Inc.	1,136,800		32,603,424
			66,046,464
Automobiles - 0.1%
Renault SA	209,000		17,009,762
Distributors - 0.3%
Li & Fung Ltd.	23,904,000		72,043,862
Diversified Consumer Services - 0.2%
Hillenbrand, Inc.	800,000		17,120,000
New Oriental Education & Technology Group, Inc. sponsored ADR (a)	440,700		25,745,694
			42,865,694
Hotels, Restaurants & Leisure - 0.7%
Life Time Fitness, Inc. (a)(d)	161,745		4,779,565
McDonald's Corp.	2,680,584		150,702,432
			155,481,997
Household Durables - 0.2%
D.R. Horton, Inc.	1,307,200		14,183,120
Harman International Industries, Inc.	530,000		21,936,700
Whirlpool Corp.	171,800		10,605,214
			46,725,034
Internet & Catalog Retail - 0.0%
Priceline.com, Inc. (a)	81,700		9,433,082
Leisure Equipment & Products - 0.0%
Nikon Corp.	285,000		8,321,952
Media - 2.8%
Central European Media Enterprises Ltd. Class A (a)	642,000		58,120,260
Comcast Corp. Class A	5,688,100		107,903,257
Liberty Global, Inc. Class A (a)(d)	935,300		29,396,479
News Corp. Class A	3,301,400		49,653,056
Omnicom Group, Inc.	1,283,200		57,590,016
The DIRECTV Group, Inc. (a)	801,400		20,764,274
The Walt Disney Co.	1,502,243		46,869,982
The Weinstein Co. II Holdings, LLC Class A-1 (h)	11,499		11,499,000
Time Warner Cable, Inc. (a)	2,447,500		64,809,800
Time Warner, Inc.	9,291,900		137,520,120
Viacom, Inc. Class B (non-vtg.) (a)	1,217,400		37,179,396
			621,305,640
Multiline Retail - 0.4%
Kohl's Corp. (a)	681,000		27,267,240
Target Corp. (d)	1,158,000		53,835,420
			81,102,660
Specialty Retail - 1.1%
Abercrombie & Fitch Co. Class A	193,800		12,147,384
Lowe's Companies, Inc.	3,893,000		80,779,750
OfficeMax, Inc.	519,600		7,222,440
PetSmart, Inc.	943,500		18,822,825
	Shares		Value
Ross Stores, Inc.	578,400		$ 20,544,768
Tiffany & Co., Inc.	502,600		20,480,950
TJX Companies, Inc. (d)	2,558,852		80,527,072
Zumiez, Inc. (a)(d)	1,031,020		17,094,312
			257,619,501
Textiles, Apparel & Luxury Goods - 1.0%
Carter's, Inc. (a)	1,015,700		14,036,974
LVMH Moet Hennessy - Louis Vuitton	497,300		51,876,679
NIKE, Inc. Class B	872,900		52,033,569
Polo Ralph Lauren Corp. Class A	909,574		57,103,056
Ports Design Ltd.	3,909,500		11,181,102
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	1,285,415		32,958,041
			219,189,421
TOTAL CONSUMER DISCRETIONARY			1,597,145,069
CONSUMER STAPLES - 11.2%
Beverages - 4.0%
Brown-Forman Corp. Class B (non-vtg.)	160,400		12,121,428
Carlsberg AS Series B	95,500		9,199,491
Coca-Cola FEMSA SAB de CV sponsored ADR	812,800		45,833,792
Coca-Cola Hellenic Bottling Co. SA sponsored ADR	679,650		18,398,126
Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR	195,300		12,372,255
Constellation Brands, Inc. Class A (sub. vtg.) (a)	1,452,700		28,850,622
Diageo PLC sponsored ADR	500,300		36,957,161
Embotelladora Andina SA sponsored ADR	773,500		11,826,815
Fomento Economico Mexicano SA de CV sponsored ADR	284,300		12,938,493
Heineken NV (Bearer)	627,100		31,934,173
InBev SA	512,817		35,456,655
Molson Coors Brewing Co. Class B	1,092,100		59,333,793
PepsiCo, Inc.	3,966,162		252,208,242
Pernod Ricard SA (d)	357,600		36,491,220
SABMiller PLC	1,612,100		36,831,661
The Coca-Cola Co.	4,830,709		251,100,254
			891,854,181
Food & Staples Retailing - 2.1%
Costco Wholesale Corp.	857,700		60,159,078
CVS Caremark Corp.	4,300,000		170,151,000
Kroger Co.	2,347,400		67,769,438
Safeway, Inc.	1,783,600		50,921,780
Sysco Corp.	1,194,800		32,868,948
Wal-Mart Stores, Inc.	368,400		20,704,080
Walgreen Co.	1,962,300		63,794,373
X5 Retail Group NV GDR (a)(f)	404,864		13,643,917
			480,012,614
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - 1.6%
Archer Daniels Midland Co.	1,268,400		$ 42,808,500
Bunge Ltd.	171,100		18,425,759
Green Mountain Coffee Roasters, Inc. (a)	529,901		19,908,381
Groupe Danone	328,056		22,955,389
Kraft Foods, Inc. Class A	1,257,400		35,773,030
Lindt & Spruengli AG	210		6,304,527
Marine Harvest ASA (a)(d)	16,582,000		12,145,037
Nestle SA (Reg.)	2,545,070		114,703,974
SLC Agricola SA	724,000		14,360,778
Unilever NV (NY Shares)	2,148,600		61,020,240
Wimm-Bill-Dann Foods OJSC sponsored ADR	46,800		4,924,296
			353,329,911
Household Products - 2.5%
Colgate-Palmolive Co.	1,475,523		101,958,639
Kimberly-Clark Corp.	824,200		49,270,676
Procter & Gamble Co.	6,836,411		415,722,153
			566,951,468
Personal Products - 0.5%
Avon Products, Inc.	2,521,300		90,817,226
Estee Lauder Companies, Inc. Class A	130,100		6,043,145
Herbalife Ltd.	328,400		12,725,500
			109,585,871
Tobacco - 0.5%
British American Tobacco PLC sponsored ADR	1,233,900		85,447,575
Souza Cruz Industria Comerico	628,600		17,891,104
			103,338,679
TOTAL CONSUMER STAPLES			2,505,072,724
ENERGY - 15.0%
Energy Equipment & Services - 5.7%
Atwood Oceanics, Inc. (a)	76,000		9,449,840
BJ Services Co.	2,567,062		81,991,960
ENSCO International, Inc.	665,200		53,708,248
Exterran Holdings, Inc. (a)	362,623		25,923,918
Global Industries Ltd. (a)	3,478,000		62,360,540
Halliburton Co.	2,354,800		124,969,236
Hercules Offshore, Inc. (a)	256,500		9,752,130
Nabors Industries Ltd. (a)	5,277,326		259,802,759
National Oilwell Varco, Inc. (a)	3,636,154		322,599,583
Oceaneering International, Inc. (a)	431,800		33,270,190
Parker Drilling Co. (a)	2,023,000		20,250,230
Petroleum Geo-Services ASA	3,495,729		85,600,193
Pride International, Inc. (a)	847,233		40,065,649
	Shares		Value
Subsea 7, Inc. (a)(d)	1,269,500		$ 32,105,465
Weatherford International Ltd. (a)	2,029,200		100,628,028
			1,262,477,969
Oil, Gas & Consumable Fuels - 9.3%
Canadian Natural Resources Ltd.	2,064,094		204,192,121
Concho Resources, Inc.	1,872,900		69,859,170
ConocoPhillips	4,985,200		470,553,028
CONSOL Energy, Inc.	1,018,375		114,434,799
Denbury Resources, Inc. (a)	2,411,400		88,016,100
Hess Corp.	458,100		57,807,639
Peabody Energy Corp.	1,399,187		123,198,415
Petrohawk Energy Corp. (a)	7,690,801		356,160,994
Petroplus Holdings AG (a)	1,959,150		104,862,573
Reliance Industries Ltd.	440,000		21,473,701
Southwestern Energy Co. (a)	1,737,400		82,717,614
Sunoco, Inc.	816,700		33,231,523
Ultra Petroleum Corp. (a)	101,700		9,986,940
Valero Energy Corp.	5,003,667		206,051,007
Williams Companies, Inc.	3,684,400		148,518,164
			2,091,063,788
TOTAL ENERGY			3,353,541,757
FINANCIALS - 12.5%
Capital Markets - 1.5%
Bank of New York Mellon Corp.	3,699,682		139,958,970
Charles Schwab Corp.	4,967,222		102,026,740
Janus Capital Group, Inc.	3,940,227		104,297,809
			346,283,519
Commercial Banks - 2.7%
Bangkok Bank Ltd. PCL (For. Reg.)	12,408,600		44,548,451
KeyCorp	3,222,701		35,385,257
Mitsubishi UFJ Financial Group, Inc.	10,000,000		88,391,094
Sumitomo Mitsui Financial Group, Inc.	35,773		269,228,339
Uniao de Bancos Brasileiros SA (Unibanco) GDR	498,500		63,274,605
Wachovia Corp.	6,833,600		106,125,808
			606,953,554
Consumer Finance - 0.8%
Capital One Financial Corp.	1,575,708		59,892,661
Discover Financial Services	2,418,693		31,854,187
Promise Co. Ltd.	1,273,850		35,636,363
SLM Corp. (a)	2,940,000		56,889,000
			184,272,211
Diversified Financial Services - 1.5%
CIT Group, Inc.	5,327,300		36,278,913
JPMorgan Chase & Co.	8,725,500		299,371,905
			335,650,818
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - 4.1%
ACE Ltd.	1,332,600		$ 73,412,934
AFLAC, Inc.	1,514,300		95,098,040
American International Group, Inc.	13,771,446		364,392,461
Berkshire Hathaway, Inc. Class A (a)	1,351		163,133,250
China Life Insurance Co. Ltd. (H Shares)	11,000,000		38,323,287
PartnerRe Ltd.	622,863		43,058,519
Sony Financial Holdings, Inc.	34,482		138,688,021
			916,106,512
Real Estate Management & Development - 0.2%
Sun Hung Kai Properties Ltd.	3,000,000		40,706,660
Thrifts & Mortgage Finance - 1.7%
Fannie Mae (d)	15,822,890		308,704,584
New York Community Bancorp, Inc. (d)	2,076,500		37,044,760
Washington Mutual, Inc.	5,840,000		28,791,200
			374,540,544
TOTAL FINANCIALS			2,804,513,818
HEALTH CARE - 11.7%
Biotechnology - 1.7%
Acorda Therapeutics, Inc. (a)	350,000		11,490,500
Amgen, Inc. (a)	1,450,000		68,382,000
Biogen Idec, Inc. (a)	781,200		43,661,268
BioMarin Pharmaceutical, Inc. (a)	325,000		9,418,500
Celgene Corp. (a)	454,346		29,019,079
CSL Ltd.	1,158,328		39,646,527
Genentech, Inc. (a)	447,169		33,940,127
Genzyme Corp. (a)	350,000		25,207,000
Gilead Sciences, Inc. (a)	1,826,906		96,734,673
ONYX Pharmaceuticals, Inc. (a)	350,000		12,460,000
United Therapeutics Corp. (a)	200,000		19,550,000
			389,509,674
Health Care Equipment & Supplies - 3.3%
Alcon, Inc.	820,983		133,647,823
American Medical Systems Holdings, Inc. (a)	1,000,500		14,957,475
Baxter International, Inc.	2,633,700		168,398,778
Becton, Dickinson & Co.	412,420		33,529,746
C.R. Bard, Inc.	117,092		10,298,241
Covidien Ltd.	3,387,616		162,232,930
Edwards Lifesciences Corp. (a)	402,300		24,958,692
Gen-Probe, Inc. (a)	221,921		10,536,809
Mako Surgical Corp.	588,756		4,309,694
Masimo Corp.	300,000		10,305,000
Medtronic, Inc.	2,188,100		113,234,175
Sonova Holding AG	273,985		22,614,194
Stryker Corp.	595,100		37,419,888
			746,443,445
	Shares		Value
Health Care Providers & Services - 1.7%
Express Scripts, Inc. (a)	775,000		$ 48,608,000
Humana, Inc. (a)	532,726		21,186,513
McKesson Corp.	848,200		47,422,862
Medco Health Solutions, Inc. (a)	2,482,092		117,154,742
Tenet Healthcare Corp. (a)	9,028,570		50,198,849
UnitedHealth Group, Inc.	866,111		22,735,414
Universal Health Services, Inc. Class B	725,000		45,834,500
WellPoint, Inc. (a)	475,000		22,638,500
			375,779,380
Health Care Technology - 0.2%
HLTH Corp. (a)	2,792,712		31,613,500
MedAssets, Inc.	397,451		6,776,540
			38,390,040
Life Sciences Tools & Services - 0.3%
Pharmaceutical Product Development, Inc.	575,000		24,667,500
QIAGEN NV (a)	2,370,001		47,708,120
			72,375,620
Pharmaceuticals - 4.5%
Abbott Laboratories	3,971,317		210,360,661
Allergan, Inc.	1,819,006		94,679,262
Johnson & Johnson	2,031,300		130,693,842
Merck & Co., Inc.	3,426,450		129,142,901
Novo Nordisk AS Series B	644,000		42,394,852
Pfizer, Inc.	6,647,900		116,138,813
Pronova BioPharma ASA	2,000,000		6,819,143
Schering-Plough Corp.	3,164,838		62,315,660
Wyeth	4,472,500		214,501,100
XenoPort, Inc. (a)	136,202		5,315,964
			1,012,362,198
TOTAL HEALTH CARE			2,634,860,357
INDUSTRIALS - 12.1%
Aerospace & Defense - 3.3%
General Dynamics Corp.	1,641,146		138,184,493
Honeywell International, Inc.	3,181,500		159,965,820
Lockheed Martin Corp.	2,054,787		202,725,285
Raytheon Co.	2,734,000		153,869,520
The Boeing Co.	362,126		23,798,921
United Technologies Corp.	1,041,500		64,260,550
			742,804,589
Air Freight & Logistics - 1.1%
C.H. Robinson Worldwide, Inc. (d)	2,423,301		132,893,827
FedEx Corp.	191,800		15,111,922
United Parcel Service, Inc. Class B	1,404,500		86,334,615
			234,340,364
Commercial Services & Supplies - 0.5%
Stericycle, Inc. (a)	2,301,000		118,961,700
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Construction & Engineering - 1.4%
Fluor Corp.	691,700		$ 128,711,536
Jacobs Engineering Group, Inc. (a)	1,474,438		118,987,147
Quanta Services, Inc. (a)(d)	2,020,100		67,208,727
			314,907,410
Electrical Equipment - 2.5%
ABB Ltd. sponsored ADR	2,273,200		64,377,024
Alstom SA (d)	610,500		139,990,923
China High Speed Transmission Equipment Group Co. Ltd.	2,811,000		5,768,188
First Solar, Inc. (a)	102,000		27,827,640
JA Solar Holdings Co. Ltd. ADR (a)	2,077,300		35,002,505
Q-Cells AG (a)	632,500		64,072,878
Sunpower Corp. Class A (a)	110,200		7,932,196
Suntech Power Holdings Co. Ltd. sponsored ADR (a)(d)	3,164,300		118,534,678
Suzlon Energy Ltd.	290,000		1,458,782
Vestas Wind Systems AS (a)	677,400		88,195,423
			553,160,237
Industrial Conglomerates - 0.5%
Siemens AG sponsored ADR	972,900		107,145,477
Machinery - 2.8%
Caterpillar, Inc.	409,569		30,234,384
Cummins, Inc.	1,211,300		79,364,376
Danaher Corp.	2,019,250		156,088,025
Deere & Co.	1,518,800		109,551,044
Eaton Corp.	1,265,300		107,512,541
Navistar International Corp. (a)	896,700		59,020,794
Sulzer AG (Reg.)	672,460		84,966,035
Vallourec SA	29,600		10,351,989
			637,089,188
TOTAL INDUSTRIALS			2,708,408,965
INFORMATION TECHNOLOGY - 16.2%
Communications Equipment - 3.9%
Alcatel-Lucent SA sponsored ADR	8,495,000		51,309,800
Ciena Corp. (a)(d)	4,456,358		103,253,815
Cisco Systems, Inc. (a)	15,171,200		352,882,112
Juniper Networks, Inc. (a)	12,414,100		275,344,738
QUALCOMM, Inc.	400,000		17,748,000
Sycamore Networks, Inc. (a)(e)	18,993,656		61,159,572
			861,698,037
Computers & Peripherals - 2.0%
Apple, Inc. (a)	2,700,000		452,088,000
Electronic Equipment & Instruments - 0.3%
Avnet, Inc. (a)	969,600		26,450,688
	Shares		Value
Hon Hai Precision Industry Co. Ltd. (Foxconn)	990,000		$ 4,876,124
Tyco Electronics Ltd.	1,010,000		36,178,200
			67,505,012
Internet Software & Services - 1.0%
eBay, Inc. (a)	2,954,700		80,751,951
Google, Inc. Class A (sub. vtg.) (a)	184,403		97,073,427
VistaPrint Ltd. (a)	1,119,340		29,953,538
Yahoo!, Inc. (a)	1,225,000		25,308,500
			233,087,416
IT Services - 1.5%
Infosys Technologies Ltd. sponsored ADR	1,270,000		55,194,200
Visa, Inc.	3,320,000		269,949,200
			325,143,400
Semiconductors & Semiconductor Equipment - 2.7%
Altera Corp.	3,230,000		66,861,000
Analog Devices, Inc.	2,675,000		84,984,750
Applied Materials, Inc.	880,000		16,799,200
Applied Micro Circuits Corp. (a)	947,858		8,113,664
ASML Holding NV (NY Shares)	980,000		23,912,000
Broadcom Corp. Class A (a)	6,184,559		168,776,615
Brooks Automation, Inc. (a)	451,312		3,732,350
Cirrus Logic, Inc. (a)(e)	6,059,839		33,692,705
KLA-Tencor Corp.	1,867,000		76,005,570
Lam Research Corp. (a)	377,285		13,638,853
Linear Technology Corp.	235,000		7,653,950
Micron Technology, Inc. (a)	3,650,002		21,900,012
MIPS Technologies, Inc. (a)	497,283		1,864,811
Novellus Systems, Inc. (a)	3,144,772		66,637,719
Samsung Electronics Co. Ltd.	14,000		8,361,203
Teradyne, Inc. (a)	840,666		9,306,173
			612,240,575
Software - 4.8%
Electronic Arts, Inc. (a)	2,810,000		124,848,300
Microsoft Corp.	29,754,200		818,538,040
Nuance Communications, Inc. (a)(d)	2,937,800		46,035,326
Oracle Corp. (a)	3,995,000		83,895,000
			1,073,316,666
TOTAL INFORMATION TECHNOLOGY			3,625,079,106
MATERIALS - 3.8%
Chemicals - 1.9%
Albemarle Corp.	852,000		34,003,320
CF Industries Holdings, Inc.	62,400		9,534,720
Ecolab, Inc.	575,361		24,734,769
FMC Corp.	484,300		37,504,192
Monsanto Co.	1,296,235		163,895,953
Potash Corp. of Saskatchewan, Inc.	234,500		53,599,665
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Chemicals - continued
Praxair, Inc.	366,632		$ 34,551,400
The Mosaic Co. (a)	431,600		62,452,520
			420,276,539
Containers & Packaging - 0.2%
Ball Corp.	52,300		2,496,802
Owens-Illinois, Inc. (a)	305,700		12,744,633
Rock-Tenn Co. Class A	508,300		15,243,917
Temple-Inland, Inc.	2,050,800		23,112,516
			53,597,868
Metals & Mining - 1.7%
Agnico-Eagle Mines Ltd.	397,500		29,827,611
AK Steel Holding Corp. (d)	1,039,900		71,753,100
Alcoa, Inc.	1,268,600		45,187,532
Barrick Gold Corp.	292,200		13,360,908
Century Aluminum Co. (a)	717,800		47,726,522
Freeport-McMoRan Copper & Gold, Inc. Class B	752,900		88,232,351
Goldcorp, Inc.	501,900		23,146,435
Ivanhoe Mines Ltd. (a)	884,700		9,590,362
Kinross Gold Corp.	213,715		5,052,761
Nucor Corp.	436,400		32,585,988
United States Steel Corp.	75,400		13,932,412
			380,395,982
TOTAL MATERIALS			854,270,389
TELECOMMUNICATION SERVICES - 3.8%
Diversified Telecommunication Services - 2.7%
AT&T, Inc.	12,011,716		404,674,712
CenturyTel, Inc.	200,800		7,146,472
FairPoint Communications, Inc. (d)	2,559,858		18,456,576
Qwest Communications International, Inc.	2,916,900		11,463,417
TELUS Corp.	158,900		6,682,732
Verizon Communications, Inc.	4,717,800		167,010,120
			615,434,029
Wireless Telecommunication Services - 1.1%
American Tower Corp. Class A (a)	3,632,300		153,464,675
China Mobile (Hong Kong) Ltd.	254,500		3,416,114
Clearwire Corp. (a)(d)	4,325,616		56,059,983
Leap Wireless International, Inc. (a)	287,400		12,407,058
NII Holdings, Inc. (a)	330,100		15,676,449
			241,024,279
TOTAL TELECOMMUNICATION SERVICES			856,458,308
	Shares		Value
UTILITIES - 4.3%
Electric Utilities - 2.6%
Allegheny Energy, Inc.	1,226,800		$ 61,474,948
American Electric Power Co., Inc.	783,600		31,524,228
Edison International	112,100		5,759,698
Entergy Corp.	594,100		71,577,168
Exelon Corp.	1,274,000		114,609,040
FirstEnergy Corp.	968,200		79,711,906
FPL Group, Inc.	1,819,100		119,296,578
PPL Corp.	1,883,900		98,471,453
			582,425,019
Gas Utilities - 0.1%
Questar Corp.	372,800		26,483,712
Independent Power Producers & Energy Traders - 0.8%
Clipper Windpower PLC (a)	1,425,263		15,100,368
Constellation Energy Group, Inc.	831,516		68,267,464
NRG Energy, Inc. (a)	2,130,900		91,415,610
Reliant Energy, Inc. (a)	179,200		3,811,584
			178,595,026
Multi-Utilities - 0.8%
PG&E Corp.	831,200		32,990,328
Public Service Enterprise Group, Inc.	1,460,700		67,089,951
Sempra Energy	1,521,700		85,899,965
			185,980,244
TOTAL UTILITIES			973,484,001
TOTAL COMMON STOCKS (Cost $22,456,691,251)		21,912,834,494
Convertible Preferred Stocks - 0.7%
FINANCIALS - 0.7%
Capital Markets - 0.2%
Lehman Brothers Holdings, Inc. 7.25%	69,000		55,505,670
Commercial Banks - 0.2%
Huntington Bancshares, Inc. 8.50%	52,000		36,400,000
Diversified Financial Services - 0.0%
CIT Group, Inc. Series C, 8.75%	197,000		8,053,360
Insurance - 0.3%
American International Group, Inc. Series A, 8.50%	1,000,000		59,663,000
TOTAL FINANCIALS			159,622,030
HEALTH CARE - 0.0%
Biotechnology - 0.0%
Fluidigm Corp. (h)	1,378,965		5,515,860
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $208,129,277)		165,137,890

U.S. Treasury Obligations - 0.0%
	Principal Amount	Value
U.S. Treasury Bills, yield at date of purchase 1.07% to 1.82% 7/10/08 to 9/4/08 (g) (Cost $4,224,872)	$ 4,235,000	$ 4,228,083

Money Market Funds - 4.0%
	Shares
Fidelity Cash Central Fund, 2.38% (b)	275,522,104		275,522,104
Fidelity Securities Lending Cash Central Fund, 2.39% (b)(c)	613,225,170		613,225,170
TOTAL MONEY MARKET FUNDS (Cost $888,747,274)		888,747,274
TOTAL INVESTMENT PORTFOLIO - 102.4% (Cost $23,557,792,674)			22,970,947,741
NET OTHER ASSETS - (2.4)%			(533,832,554)
NET ASSETS - 100%		$ 22,437,115,187

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
969 CME E-mini S&P 500 Index Contracts	Sept. 2008	$ 62,069,295	$ (3,809,720)

The face value of futures purchased as a percentage of net assets - 0.3%

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(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 end of the period, the value of these securities amounted to $13,643,917 or 0.1% of net assets.

(g) 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 $4,288,083.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $17,014,860 or 0.1% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost
Fluidigm Corp.	10/9/07	$ 5,515,860
The Weinstein Co. II Holdings, LLC Class A-1	10/19/05	$ 11,499,000

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 8,971,632
Fidelity Securities Lending Cash Central Fund	4,939,750
Total	$ 13,911,382

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliates	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Ciena Corp.	$ 80,149,836	$ 87,086,403	$ 34,633,555	$ -	$ -
Cirrus Logic, Inc.	22,700,679	35,898,846	30,915,229	-	33,692,705
Sycamore Networks, Inc.	21,666,920	46,740,285	-	-	61,159,572
Total	$ 124,517,435	$ 169,725,534	$ 65,548,784	$ -	$ 94,852,277

Other Information

The following is a summary of the inputs used, as of June 30, 2008, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

#Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 22,970,947,741	$ 21,587,969,669	$ 1,365,963,212	$ 17,014,860
Other Financial Instruments*	$ (3,809,720)	$ (3,809,720)	$ -	$ -

*Other financial instruments include Futures Contracts.

The following is a reconciliation of assets for which Level 3 inputs were used in determining value:

	Investments in Securities
Beginning Balance	$ 17,014,860
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	-
Cost of Purchases	-
Proceeds of Sales	-
Amortization/Accretion	-
Transfer in/out of Level 3	-
Ending Balance	$ 17,014,860

The information used in the above reconciliation represents fiscal year to date activity for any Investment Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period.

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

United States of America	83.1%
Japan	2.4%
Switzerland	2.4%
Bermuda	1.7%
Canada	1.4%
France	1.4%
Cayman Islands	1.4%
Others (individually less than 1%)	6.2%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2008 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $581,029,771) - See accompanying schedule: Unaffiliated issuers (cost $22,568,948,129)	$ 21,987,348,190
Fidelity Central Funds (cost $888,747,274)	888,747,274
Other affiliated issuers (cost $100,097,271)	94,852,277
Total Investments (cost $23,557,792,674)		$ 22,970,947,741
Foreign currency held at value (cost $5,611,505)		5,611,505
Receivable for investments sold		222,595,626
Receivable for fund shares sold		18,417,793
Dividends receivable		21,310,821
Distributions receivable from Fidelity Central Funds		1,954,326
Receivable for daily variation on futures contracts		53,295
Prepaid expenses		36,522
Other receivables		679,730
Total assets		23,241,607,359
Liabilities
Payable for investments purchased	$ 149,753,159
Payable for fund shares redeemed	24,743,567
Accrued management fee	10,888,809
Distribution fees payable	2,194,612
Other affiliated payables	1,484,990
Other payables and accrued expenses	2,201,865
Collateral on securities loaned, at value	613,225,170
Total liabilities		804,492,172
Net Assets		$ 22,437,115,187
Net Assets consist of:
Paid in capital		$ 23,146,628,260
Undistributed net investment income		101,491,283
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(219,970,921)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(591,033,435)
Net Assets		$ 22,437,115,187

Statement of Assets and Liabilities - continued

	June 30, 2008 (Unaudited)
Initial Class: Net Asset Value, offering price and redemption price per share ($10,315,709,821 ÷ 432,382,050 shares)		$ 23.86
Service Class: Net Asset Value, offering price and redemption price per share ($2,504,077,162 ÷ 105,428,843 shares)		$ 23.75
Service Class 2: Net Asset Value, offering price and redemption price per share ($9,079,391,798 ÷ 387,334,694 shares)		$ 23.44
Service Class 2R: Net Asset Value, offering price and redemption price per share ($26,763,394 ÷ 1,146,428 shares)		$ 23.35
Investor Class: Net Asset Value, offering price and redemption price per share ($511,173,012 ÷ 21,501,991 shares)		$ 23.77

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2008 (Unaudited)
Investment Income
Dividends		$ 175,236,208
Interest		339,438
Income from Fidelity Central Funds		13,911,382
Total income		189,487,028
Expenses
Management fee	$ 64,892,251
Transfer agent fees	7,960,640
Distribution fees	12,680,368
Accounting and security lending fees	943,122
Custodian fees and expenses	490,239
Independent trustees' compensation	50,326
Depreciation in deferred trustee compensation account	(84)
Registration fees	55,601
Audit	52,363
Legal	246,494
Miscellaneous	2,119,715
Total expenses before reductions	89,491,035
Expense reductions	(616,032)	88,875,003
Net investment income (loss)		100,612,025
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(85,700,511)
Other affiliated issuers	8,733,098
Foreign currency transactions	(1,112,291)
Futures contracts	(13,745,470)
Total net realized gain (loss)		(91,825,174)
Change in net unrealized appreciation (depreciation) on: Investment securities	(3,113,540,111)
Assets and liabilities in foreign currencies	(493,026)
Futures contracts	(1,630,228)
Total change in net unrealized appreciation (depreciation)		(3,115,663,365)
Net gain (loss)		(3,207,488,539)
Net increase (decrease) in net assets resulting from operations		$ (3,106,876,514)

Statement of Changes in Net Assets

	Six months ended June 30, 2008 (Unaudited)	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 100,612,025	$ 207,930,815
Net realized gain (loss)	(91,825,174)	6,292,852,945
Change in net unrealized appreciation (depreciation)	(3,115,663,365)	(2,807,429,656)
Net increase (decrease) in net assets resulting from operations	(3,106,876,514)	3,693,354,104
Distributions to shareholders from net investment income	(4,553,250)	(205,774,191)
Distributions to shareholders from net realized gain	(591,923,050)	(6,071,525,358)
Total distributions	(596,476,300)	(6,277,299,549)
Share transactions - net increase (decrease)	853,260,098	6,980,890,493
Redemption fees	17,593	16,524
Total increase (decrease) in net assets	(2,850,075,123)	4,396,961,572
Net Assets
Beginning of period	25,287,190,310	20,890,228,738
End of period (including undistributed net investment income of $101,491,283 and undistributed net investment income of $5,432,508, respectively)	$ 22,437,115,187	$ 25,287,190,310

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 27.90	$ 31.47	$ 31.03	$ 26.62	$ 23.13	$ 18.10
Income from Investment Operations
Net investment income (loss) E	.12	.34	.27	.18	.08	.07
Net realized and unrealized gain (loss)	(3.50)	5.17	3.30	4.32	3.49	5.05
Total from investment operations	(3.38)	5.51	3.57	4.50	3.57	5.12
Distributions from net investment income	(.01)	(.33)	(.42)	(.08)	(.08)	(.09)
Distributions from net realized gain	(.65)	(8.75)	(2.71)	(.01)	-	-
Total distributions	(.66)	(9.08)	(3.13)	(.09) J	(.08)	(.09)
Redemption fees added to paid in capital E,I	-	-	-	-	-	-
Net asset value, end of period	$ 23.86	$ 27.90	$ 31.47	$ 31.03	$ 26.62	$ 23.13
Total Return B,C,D	(12.17)%	17.59%	11.72%	16.94%	15.48%	28.46%
Ratios to Average Net Assets F,H
Expenses before reductions	.66% A	.65%	.66%	.66%	.68%	.67%
Expenses net of fee waivers, if any	.66% A	.65%	.66%	.66%	.68%	.67%
Expenses net of all reductions	.65% A	.64%	.65%	.64%	.66%	.65%
Net investment income (loss)	.97% A	1.00%	.85%	.66%	.35%	.34%
Supplemental Data
Net assets, end of period (000 omitted)	$ 10,315,710	$ 12,371,009	$ 11,595,588	$ 11,099,527	$ 9,127,616	$ 7,665,424
Portfolio turnover rate G	160% A	134%	75%	60%	64%	66%
A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.09 per share is comprised of distributions from net investment income of $.080 and distributions from net realized gain of $.005 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 27.80	$ 31.38	$ 30.93	$ 26.53	$ 23.06	$ 18.04
Income from Investment Operations
Net investment income (loss)E	.11	.30	.24	.16	.06	.05
Net realized and unrealized gain (loss)	(3.50)	5.16	3.28	4.30	3.47	5.04
Total from investment operations	(3.39)	5.46	3.52	4.46	3.53	5.09
Distributions from net investment income	(.01)	(.29)	(.36)	(.06)	(.06)	(.07)
Distributions from net realized gain	(.65)	(8.75)	(2.71)	(.01)	-	-
Total distributions	(.66)	(9.04)	(3.07)	(.06) J	(.06)	(.07)
Redemption fees added to paid in capitalE,I	-	-	-	-	-	-
Net asset value, end of period	$ 23.75	$ 27.80	$ 31.38	$ 30.93	$ 26.53	$ 23.06
Total Return B,C,D	(12.25)%	17.51%	11.59%	16.85%	15.34%	28.35%
Ratios to Average Net Assets F,H
Expenses before reductions	.76% A	.75%	.76%	.76%	.78%	.77%
Expenses net of fee waivers, if any	.76% A	.75%	.76%	.76%	.78%	.77%
Expenses net of all reductions	.75% A	.74%	.75%	.74%	.76%	.75%
Net investment income (loss)	.87% A	.90%	.75%	.56%	.25%	.24%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,504,077	$ 3,008,644	$ 2,766,343	$ 2,503,244	$ 2,111,969	$ 1,695,467
Portfolio turnover rate G	160% A	134%	75%	60%	64%	66%
A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.06 per share is comprised of distributions from net investment income of $.055 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 27.46	$ 31.11	$ 30.69	$ 26.35	$ 22.93	$ 17.95
Income from Investment Operations
Net investment income (loss) E	.09	.25	.19	.11	.02	.02
Net realized and unrealized gain (loss)	(3.45)	5.11	3.26	4.27	3.45	5.02
Total from investment operations	(3.36)	5.36	3.45	4.38	3.47	5.04
Distributions from net investment income	(.01)	(.26)	(.32)	(.04)	(.05)	(.06)
Distributions from net realized gain	(.65)	(8.75)	(2.71)	(.01)	-	-
Total distributions	(.66)	(9.01)	(3.03)	(.04) J	(.05)	(.06)
Redemption fees added to paid in capital E,I	-	-	-	-	-	-
Net asset value, end of period	$ 23.44	$ 27.46	$ 31.11	$ 30.69	$ 26.35	$ 22.93
Total Return B,C,D	(12.29)%	17.30%	11.43%	16.65%	15.16%	28.20%
Ratios to Average Net Assets F,H
Expenses before reductions	.91% A	.90%	.91%	.91%	.93%	.93%
Expenses net of fee waivers, if any	.91% A	.90%	.91%	.91%	.93%	.93%
Expenses net of all reductions	.90% A	.89%	.90%	.89%	.91%	.90%
Net investment income (loss)	.72% A	.75%	.60%	.40%	.10%	.09%
Supplemental Data
Net assets, end of period (000 omitted)	$ 9,079,392	$ 9,339,663	$ 6,185,595	$ 3,247,909	$ 1,638,617	$ 910,341
Portfolio turnover rate G	160% A	134%	75%	60%	64%	66%
A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.04 per share is comprised of distributions from net investment income of $.035 and distributions from net realized gain of $.005 per share.

Financial Highlights - Service Class 2R

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 27.35	$ 31.02	$ 30.61	$ 26.29	$ 22.90	$ 17.95
Income from Investment Operations
Net investment income (loss) E	.09	.25	.19	.11	.02	.02
Net realized and unrealized gain (loss)	(3.43)	5.09	3.25	4.27	3.44	5.01
Total from investment operations	(3.34)	5.34	3.44	4.38	3.46	5.03
Distributions from net investment income	(.01)	(.26)	(.32)	(.05)	(.07)	(.08)
Distributions from net realized gain	(.65)	(8.75)	(2.71)	(.01)	-	-
Total distributions	(.66)	(9.01)	(3.03)	(.06) J	(.07)	(.08)
Redemption fees added to paid in capital E,I	-	-	-	-	-	-
Net asset value, end of period	$ 23.35	$ 27.35	$ 31.02	$ 30.61	$ 26.29	$ 22.90
Total Return B,C,D	(12.27)%	17.30%	11.43%	16.67%	15.15%	28.18%
Ratios to Average Net Assets F,H
Expenses before reductions	.91% A	.90%	.91%	.91%	.93%	.93%
Expenses net of fee waivers, if any	.91% A	.90%	.91%	.91%	.93%	.93%
Expenses net of all reductions	.90% A	.89%	.90%	.89%	.91%	.90%
Net investment income (loss)	.72% A	.75%	.60%	.39%	.10%	.08%
Supplemental Data
Net assets, end of period (000 omitted)	$ 26,763	$ 35,606	$ 26,707	$ 19,596	$ 7,088	$ 2,705
Portfolio turnover rate G	160% A	134%	75%	60%	64%	66%
A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.06 per share is comprised of distributions from net investment income of $.050 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Investor Class

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005 H
Selected Per-Share Data
Net asset value, beginning of period	$ 27.82	$ 31.41	$ 31.00	$ 28.34
Income from Investment Operations
Net investment income (loss) E	.11	.30	.23	.06
Net realized and unrealized gain (loss)	(3.50)	5.16	3.30	2.60
Total from investment operations	(3.39)	5.46	3.53	2.66
Distributions from net investment income	(.01)	(.30)	(.41)	-
Distributions from net realized gain	(.65)	(8.75)	(2.71)	-
Total distributions	(.66)	(9.05)	(3.12)	-
Redemption fees added to paid in capital E,J	-	-	-	-
Net asset value, end of period	$ 23.77	$ 27.82	$ 31.41	$ 31.00
Total Return B,C,D	(12.24)%	17.47%	11.60%	9.39%
Ratios to Average Net Assets F,I
Expenses before reductions	.75% A	.76%	.78%	.83% A
Expenses net of fee waivers, if any	.75% A	.76%	.78%	.83% A
Expenses net of all reductions	.74% A	.75%	.78%	.81% A
Net investment income (loss)	.88% A	.89%	.73%	.43% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 511,173	$ 532,268	$ 315,995	$ 88,673
Portfolio turnover rate G	160% A	134%	75%	60%

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

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2008 (Unaudited)

1. Organization.

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

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

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

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

The Fund is subject to the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1	Quoted prices in active markets for identical securities.
Level 2	Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3	Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

The aggregate value by input level, as of June 30, 2008, for the Fund's investments, as well as a reconciliation of assets for which significant unobservable inputs (Level 3) were used in determining value, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 pm Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

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

Unrealized appreciation	$ 2,066,676,984
Unrealized depreciation	(2,809,633,003)
Net unrealized appreciation (depreciation)	$ (742,956,019)
Cost for federal income tax purposes	$ 23,713,903,760

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

New Accounting Pronouncement. In March 2008, Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161), was issued and is effective for fiscal years beginning after November 15, 2008. SFAS 161 requires enhanced disclosures to provide information about the reasons the Fund invests in derivative instruments, the accounting treatment and the effect derivatives have on financial performance. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Fund's financial statement disclosures.

4. Operating Policies.

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

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $18,983,627,920 and $18,305,863,177, respectively.

Semiannual Report

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .56% of the Fund's average net assets.

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

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

Service Class	$ 1,343,875
Service Class 2	11,299,553
Service Class 2R	36,940
	$ 12,680,368

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .15% of average net assets. Prior to February 1, 2008, Investor Class paid a monthly asset-based transfer agent fee of .18% of average net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class	$ 3,662,943
Service Class	892,177
Service Class 2	2,997,382
Service Class 2R	9,755
Investor Class	398,383
	$ 7,960,640

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $247,167 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $23,327 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $4,939,750.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $587,063 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $28,969.

10. Other.

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

At the end of the period, two otherwise unaffiliated shareholders were the owners of record of 22% of the total outstanding shares of the Fund.

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress. Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $1,122,635, which is recorded in the accompanying Statement of Operations.

In a related administrative order dated March 5, 2008, the U.S. Securities and Exchange Commission ("SEC") announced a settlement with FMR and FMR Co., Inc. (an affiliate of FMR) involving the SEC's regulatory rules for investment advisers and the improper receipt of gifts, gratuities and business entertainment. Without admitting or denying the SEC's findings, FMR agreed to pay an $8 million civil penalty to the United States Treasury.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2008	Year ended December 31, 2007
From net investment income
Initial Class	$ 2,181,847	$ 111,417,608
Service Class	533,467	24,318,080
Service Class 2	1,735,182	65,476,768
Service Class 2R	5,788	262,843
Investor Class	96,966	4,298,892
Total	$ 4,553,250	$ 205,774,191
From net realized gain
Initial Class	$ 283,640,043	$ 2,975,569,660
Service Class	69,350,695	726,713,446
Service Class 2	225,574,285	2,234,968,989
Service Class 2R	752,454	8,871,324
Investor Class	12,605,573	125,401,939
Total	$ 591,923,050	$ 6,071,525,358

Semiannual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2008	Year ended December 31, 2007	Six months ended June 30, 2008	Year ended December 31, 2007
Initial Class
Shares sold	8,372,196	17,478,838	$ 210,215,742	$ 594,284,099
Reinvestment of distributions	11,810,822	109,587,502	285,821,889	3,086,987,268
Shares redeemed	(31,149,170)	(52,177,578)	(779,871,436)	(1,746,106,450)
Net increase (decrease)	(10,966,152)	74,888,762	$ (283,833,805)	$ 1,935,164,917
Service Class
Shares sold	4,772,647	6,710,212	$ 119,143,443	$ 225,338,266
Reinvestment of distributions	2,899,758	26,766,756	69,884,162	751,031,526
Shares redeemed	(10,484,030)	(13,390,785)	(260,541,793)	(448,909,951)
Net increase (decrease)	(2,811,625)	20,086,183	$ (71,514,188)	$ 527,459,841
Service Class 2
Shares sold	53,689,464	83,177,998	$ 1,321,749,579	$ 2,766,576,376
Reinvestment of distributions	9,550,819	83,070,567	227,309,467	2,300,445,756
Shares redeemed	(15,998,288)	(24,985,477)	(395,413,441)	(841,364,996)
Net increase (decrease)	47,241,995	141,263,088	$ 1,153,645,605	$ 4,225,657,136
Service Class 2R
Shares sold	210,267	417,603	$ 5,129,373	$ 14,264,062
Reinvestment of distributions	31,993	331,032	758,242	9,134,167
Shares redeemed	(397,560)	(307,879)	(9,608,948)	(9,961,471)
Net increase (decrease)	(155,300)	440,756	$ (3,721,333)	$ 13,436,758
Investor Class
Shares sold	2,403,603	4,942,578	$ 59,922,671	$ 166,133,204
Reinvestment of distributions	526,639	4,625,172	12,702,539	129,700,832
Shares redeemed	(561,147)	(495,596)	(13,941,391)	(16,662,195)
Net increase (decrease)	2,369,095	9,072,154	$ 58,683,819	$ 279,171,841

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on May 14, 2008. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1
To elect a Board of Trustees.A
	# of Votes	% of Votes
James C. Curvey
Affirmative	754,396,118.13	95.721
Withheld	33,724,400.40	4.279
TOTAL	788,120,518.53	100.000
Dennis J. Dirks
Affirmative	755,765,958.75	95.895
Withheld	32,354,559.78	4.105
TOTAL	788,120,518.53	100.000
Edward C. Johnson 3d
Affirmative	753,714,712.60	95.634
Withheld	34,405,805.93	4.366
TOTAL	788,120,518.53	100.000
Alan J. Lacy
Affirmative	755,539,784.95	95.866
Withheld	32,580,733.58	4.134
TOTAL	788,120,518.53	100.000
Ned C. Lautenbach
Affirmative	755,270,925.90	95.832
Withheld	32,849,592.63	4.168
TOTAL	788,120,518.53	100.000
Joseph Mauriello
Affirmative	755,673,213.30	95.883
Withheld	32,447,305.23	4.117
TOTAL	788,120,518.53	100.000
Cornelia M. Small
Affirmative	755,628,126.83	95.877
Withheld	32,492,391.70	4.123
TOTAL	788,120,518.53	100.000
William S. Stavropoulos
Affirmative	754,899,686.63	95.785
Withheld	33,220,831.90	4.215
TOTAL	788,120,518.53	100.000
David M. Thomas
Affirmative	755,655,877.24	95.881
Withheld	32,464,641.29	4.119
TOTAL	788,120,518.53	100.000
Michael E. Wiley
Affirmative	755,513,012.38	95.863
Withheld	32,607,506.15	4.137
TOTAL	788,120,518.53	100.000
PROPOSAL 2
To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.A
	# of Votes	% of Votes
Affirmative	637,916,630.61	80.942
Against	98,488,476.51	12.496
Abstain	51,715,411.41	6.562
TOTAL	788,120,518.53	100.000

^A Denotes trust-wide proposal and voting results.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

Brown Brothers Harriman & Co.
Boston, MA

VIPCON-SANN-0808
1.705691.110

Fidelity® Variable Insurance Products:

Contrafund Portfolio - Service Class 2R

Semiannual Report

June 30, 2008
(2_fidelity_logos) (Registered_Trademark)

Contents

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

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2008 to June 30, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2008	Ending Account Value June 30, 2008	Expenses Paid During Period* January 1, 2008 to June 30, 2008
Initial Class
Actual	$ 1,000.00	$ 878.30	$ 3.08
Hypothetical A	$ 1,000.00	$ 1,021.58	$ 3.32
Service Class
Actual	$ 1,000.00	$ 877.50	$ 3.55
Hypothetical A	$ 1,000.00	$ 1,021.08	$ 3.82
Service Class 2
Actual	$ 1,000.00	$ 877.10	$ 4.25
Hypothetical A	$ 1,000.00	$ 1,020.34	$ 4.57
Service Class 2R
Actual	$ 1,000.00	$ 877.30	$ 4.25
Hypothetical A	$ 1,000.00	$ 1,020.34	$ 4.57
Investor Class
Actual	$ 1,000.00	$ 877.60	$ 3.50
Hypothetical A	$ 1,000.00	$ 1,021.13	$ 3.77

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

	Annualized Expense Ratio
Initial Class	.66%
Service Class	.76%
Service Class 2	.91%
Service Class 2R	.91%
Investor Class	.75%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	3.6	3.7
ConocoPhillips	2.1	1.0
Apple, Inc.	2.0	0.1
Procter & Gamble Co.	1.8	1.9
AT&T, Inc.	1.8	1.4
American International Group, Inc.	1.6	2.4
Petrohawk Energy Corp.	1.6	0.5
Cisco Systems, Inc.	1.6	0.9
National Oilwell Varco, Inc.	1.4	0.9
Fannie Mae	1.4	1.1
	18.9
Market Sectors as of June 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	16.2	16.8
Energy	15.0	12.0
Financials	13.2	17.2
Industrials	12.1	11.7
Health Care	11.7	11.4
Consumer Staples	11.2	10.3
Consumer Discretionary	7.1	6.9
Utilities	4.3	3.5
Telecommunication Services	3.8	4.1
Materials	3.8	3.3

Asset Allocation (% of fund's net assets)
As of June 30, 2008 *			As of December 31, 2007 **
	Stocks and Equity Futures 98.7%			Stocks and Equity Futures 97.9%
	Short-Term Investments and Net Other Assets 1.3%			Short-Term Investments and Net Other Assets 2.1%
* Foreign investments		16.9%	** Foreign investments		20.2%

Semiannual Report

Investments June 30, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.7%
	Shares		Value
CONSUMER DISCRETIONARY - 7.1%
Auto Components - 0.3%
Gentex Corp.	2,316,000		$ 33,443,040
Johnson Controls, Inc.	1,136,800		32,603,424
			66,046,464
Automobiles - 0.1%
Renault SA	209,000		17,009,762
Distributors - 0.3%
Li & Fung Ltd.	23,904,000		72,043,862
Diversified Consumer Services - 0.2%
Hillenbrand, Inc.	800,000		17,120,000
New Oriental Education & Technology Group, Inc. sponsored ADR (a)	440,700		25,745,694
			42,865,694
Hotels, Restaurants & Leisure - 0.7%
Life Time Fitness, Inc. (a)(d)	161,745		4,779,565
McDonald's Corp.	2,680,584		150,702,432
			155,481,997
Household Durables - 0.2%
D.R. Horton, Inc.	1,307,200		14,183,120
Harman International Industries, Inc.	530,000		21,936,700
Whirlpool Corp.	171,800		10,605,214
			46,725,034
Internet & Catalog Retail - 0.0%
Priceline.com, Inc. (a)	81,700		9,433,082
Leisure Equipment & Products - 0.0%
Nikon Corp.	285,000		8,321,952
Media - 2.8%
Central European Media Enterprises Ltd. Class A (a)	642,000		58,120,260
Comcast Corp. Class A	5,688,100		107,903,257
Liberty Global, Inc. Class A (a)(d)	935,300		29,396,479
News Corp. Class A	3,301,400		49,653,056
Omnicom Group, Inc.	1,283,200		57,590,016
The DIRECTV Group, Inc. (a)	801,400		20,764,274
The Walt Disney Co.	1,502,243		46,869,982
The Weinstein Co. II Holdings, LLC Class A-1 (h)	11,499		11,499,000
Time Warner Cable, Inc. (a)	2,447,500		64,809,800
Time Warner, Inc.	9,291,900		137,520,120
Viacom, Inc. Class B (non-vtg.) (a)	1,217,400		37,179,396
			621,305,640
Multiline Retail - 0.4%
Kohl's Corp. (a)	681,000		27,267,240
Target Corp. (d)	1,158,000		53,835,420
			81,102,660
Specialty Retail - 1.1%
Abercrombie & Fitch Co. Class A	193,800		12,147,384
Lowe's Companies, Inc.	3,893,000		80,779,750
OfficeMax, Inc.	519,600		7,222,440
PetSmart, Inc.	943,500		18,822,825
	Shares		Value
Ross Stores, Inc.	578,400		$ 20,544,768
Tiffany & Co., Inc.	502,600		20,480,950
TJX Companies, Inc. (d)	2,558,852		80,527,072
Zumiez, Inc. (a)(d)	1,031,020		17,094,312
			257,619,501
Textiles, Apparel & Luxury Goods - 1.0%
Carter's, Inc. (a)	1,015,700		14,036,974
LVMH Moet Hennessy - Louis Vuitton	497,300		51,876,679
NIKE, Inc. Class B	872,900		52,033,569
Polo Ralph Lauren Corp. Class A	909,574		57,103,056
Ports Design Ltd.	3,909,500		11,181,102
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	1,285,415		32,958,041
			219,189,421
TOTAL CONSUMER DISCRETIONARY			1,597,145,069
CONSUMER STAPLES - 11.2%
Beverages - 4.0%
Brown-Forman Corp. Class B (non-vtg.)	160,400		12,121,428
Carlsberg AS Series B	95,500		9,199,491
Coca-Cola FEMSA SAB de CV sponsored ADR	812,800		45,833,792
Coca-Cola Hellenic Bottling Co. SA sponsored ADR	679,650		18,398,126
Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR	195,300		12,372,255
Constellation Brands, Inc. Class A (sub. vtg.) (a)	1,452,700		28,850,622
Diageo PLC sponsored ADR	500,300		36,957,161
Embotelladora Andina SA sponsored ADR	773,500		11,826,815
Fomento Economico Mexicano SA de CV sponsored ADR	284,300		12,938,493
Heineken NV (Bearer)	627,100		31,934,173
InBev SA	512,817		35,456,655
Molson Coors Brewing Co. Class B	1,092,100		59,333,793
PepsiCo, Inc.	3,966,162		252,208,242
Pernod Ricard SA (d)	357,600		36,491,220
SABMiller PLC	1,612,100		36,831,661
The Coca-Cola Co.	4,830,709		251,100,254
			891,854,181
Food & Staples Retailing - 2.1%
Costco Wholesale Corp.	857,700		60,159,078
CVS Caremark Corp.	4,300,000		170,151,000
Kroger Co.	2,347,400		67,769,438
Safeway, Inc.	1,783,600		50,921,780
Sysco Corp.	1,194,800		32,868,948
Wal-Mart Stores, Inc.	368,400		20,704,080
Walgreen Co.	1,962,300		63,794,373
X5 Retail Group NV GDR (a)(f)	404,864		13,643,917
			480,012,614
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - 1.6%
Archer Daniels Midland Co.	1,268,400		$ 42,808,500
Bunge Ltd.	171,100		18,425,759
Green Mountain Coffee Roasters, Inc. (a)	529,901		19,908,381
Groupe Danone	328,056		22,955,389
Kraft Foods, Inc. Class A	1,257,400		35,773,030
Lindt & Spruengli AG	210		6,304,527
Marine Harvest ASA (a)(d)	16,582,000		12,145,037
Nestle SA (Reg.)	2,545,070		114,703,974
SLC Agricola SA	724,000		14,360,778
Unilever NV (NY Shares)	2,148,600		61,020,240
Wimm-Bill-Dann Foods OJSC sponsored ADR	46,800		4,924,296
			353,329,911
Household Products - 2.5%
Colgate-Palmolive Co.	1,475,523		101,958,639
Kimberly-Clark Corp.	824,200		49,270,676
Procter & Gamble Co.	6,836,411		415,722,153
			566,951,468
Personal Products - 0.5%
Avon Products, Inc.	2,521,300		90,817,226
Estee Lauder Companies, Inc. Class A	130,100		6,043,145
Herbalife Ltd.	328,400		12,725,500
			109,585,871
Tobacco - 0.5%
British American Tobacco PLC sponsored ADR	1,233,900		85,447,575
Souza Cruz Industria Comerico	628,600		17,891,104
			103,338,679
TOTAL CONSUMER STAPLES			2,505,072,724
ENERGY - 15.0%
Energy Equipment & Services - 5.7%
Atwood Oceanics, Inc. (a)	76,000		9,449,840
BJ Services Co.	2,567,062		81,991,960
ENSCO International, Inc.	665,200		53,708,248
Exterran Holdings, Inc. (a)	362,623		25,923,918
Global Industries Ltd. (a)	3,478,000		62,360,540
Halliburton Co.	2,354,800		124,969,236
Hercules Offshore, Inc. (a)	256,500		9,752,130
Nabors Industries Ltd. (a)	5,277,326		259,802,759
National Oilwell Varco, Inc. (a)	3,636,154		322,599,583
Oceaneering International, Inc. (a)	431,800		33,270,190
Parker Drilling Co. (a)	2,023,000		20,250,230
Petroleum Geo-Services ASA	3,495,729		85,600,193
Pride International, Inc. (a)	847,233		40,065,649
	Shares		Value
Subsea 7, Inc. (a)(d)	1,269,500		$ 32,105,465
Weatherford International Ltd. (a)	2,029,200		100,628,028
			1,262,477,969
Oil, Gas & Consumable Fuels - 9.3%
Canadian Natural Resources Ltd.	2,064,094		204,192,121
Concho Resources, Inc.	1,872,900		69,859,170
ConocoPhillips	4,985,200		470,553,028
CONSOL Energy, Inc.	1,018,375		114,434,799
Denbury Resources, Inc. (a)	2,411,400		88,016,100
Hess Corp.	458,100		57,807,639
Peabody Energy Corp.	1,399,187		123,198,415
Petrohawk Energy Corp. (a)	7,690,801		356,160,994
Petroplus Holdings AG (a)	1,959,150		104,862,573
Reliance Industries Ltd.	440,000		21,473,701
Southwestern Energy Co. (a)	1,737,400		82,717,614
Sunoco, Inc.	816,700		33,231,523
Ultra Petroleum Corp. (a)	101,700		9,986,940
Valero Energy Corp.	5,003,667		206,051,007
Williams Companies, Inc.	3,684,400		148,518,164
			2,091,063,788
TOTAL ENERGY			3,353,541,757
FINANCIALS - 12.5%
Capital Markets - 1.5%
Bank of New York Mellon Corp.	3,699,682		139,958,970
Charles Schwab Corp.	4,967,222		102,026,740
Janus Capital Group, Inc.	3,940,227		104,297,809
			346,283,519
Commercial Banks - 2.7%
Bangkok Bank Ltd. PCL (For. Reg.)	12,408,600		44,548,451
KeyCorp	3,222,701		35,385,257
Mitsubishi UFJ Financial Group, Inc.	10,000,000		88,391,094
Sumitomo Mitsui Financial Group, Inc.	35,773		269,228,339
Uniao de Bancos Brasileiros SA (Unibanco) GDR	498,500		63,274,605
Wachovia Corp.	6,833,600		106,125,808
			606,953,554
Consumer Finance - 0.8%
Capital One Financial Corp.	1,575,708		59,892,661
Discover Financial Services	2,418,693		31,854,187
Promise Co. Ltd.	1,273,850		35,636,363
SLM Corp. (a)	2,940,000		56,889,000
			184,272,211
Diversified Financial Services - 1.5%
CIT Group, Inc.	5,327,300		36,278,913
JPMorgan Chase & Co.	8,725,500		299,371,905
			335,650,818
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - 4.1%
ACE Ltd.	1,332,600		$ 73,412,934
AFLAC, Inc.	1,514,300		95,098,040
American International Group, Inc.	13,771,446		364,392,461
Berkshire Hathaway, Inc. Class A (a)	1,351		163,133,250
China Life Insurance Co. Ltd. (H Shares)	11,000,000		38,323,287
PartnerRe Ltd.	622,863		43,058,519
Sony Financial Holdings, Inc.	34,482		138,688,021
			916,106,512
Real Estate Management & Development - 0.2%
Sun Hung Kai Properties Ltd.	3,000,000		40,706,660
Thrifts & Mortgage Finance - 1.7%
Fannie Mae (d)	15,822,890		308,704,584
New York Community Bancorp, Inc. (d)	2,076,500		37,044,760
Washington Mutual, Inc.	5,840,000		28,791,200
			374,540,544
TOTAL FINANCIALS			2,804,513,818
HEALTH CARE - 11.7%
Biotechnology - 1.7%
Acorda Therapeutics, Inc. (a)	350,000		11,490,500
Amgen, Inc. (a)	1,450,000		68,382,000
Biogen Idec, Inc. (a)	781,200		43,661,268
BioMarin Pharmaceutical, Inc. (a)	325,000		9,418,500
Celgene Corp. (a)	454,346		29,019,079
CSL Ltd.	1,158,328		39,646,527
Genentech, Inc. (a)	447,169		33,940,127
Genzyme Corp. (a)	350,000		25,207,000
Gilead Sciences, Inc. (a)	1,826,906		96,734,673
ONYX Pharmaceuticals, Inc. (a)	350,000		12,460,000
United Therapeutics Corp. (a)	200,000		19,550,000
			389,509,674
Health Care Equipment & Supplies - 3.3%
Alcon, Inc.	820,983		133,647,823
American Medical Systems Holdings, Inc. (a)	1,000,500		14,957,475
Baxter International, Inc.	2,633,700		168,398,778
Becton, Dickinson & Co.	412,420		33,529,746
C.R. Bard, Inc.	117,092		10,298,241
Covidien Ltd.	3,387,616		162,232,930
Edwards Lifesciences Corp. (a)	402,300		24,958,692
Gen-Probe, Inc. (a)	221,921		10,536,809
Mako Surgical Corp.	588,756		4,309,694
Masimo Corp.	300,000		10,305,000
Medtronic, Inc.	2,188,100		113,234,175
Sonova Holding AG	273,985		22,614,194
Stryker Corp.	595,100		37,419,888
			746,443,445
	Shares		Value
Health Care Providers & Services - 1.7%
Express Scripts, Inc. (a)	775,000		$ 48,608,000
Humana, Inc. (a)	532,726		21,186,513
McKesson Corp.	848,200		47,422,862
Medco Health Solutions, Inc. (a)	2,482,092		117,154,742
Tenet Healthcare Corp. (a)	9,028,570		50,198,849
UnitedHealth Group, Inc.	866,111		22,735,414
Universal Health Services, Inc. Class B	725,000		45,834,500
WellPoint, Inc. (a)	475,000		22,638,500
			375,779,380
Health Care Technology - 0.2%
HLTH Corp. (a)	2,792,712		31,613,500
MedAssets, Inc.	397,451		6,776,540
			38,390,040
Life Sciences Tools & Services - 0.3%
Pharmaceutical Product Development, Inc.	575,000		24,667,500
QIAGEN NV (a)	2,370,001		47,708,120
			72,375,620
Pharmaceuticals - 4.5%
Abbott Laboratories	3,971,317		210,360,661
Allergan, Inc.	1,819,006		94,679,262
Johnson & Johnson	2,031,300		130,693,842
Merck & Co., Inc.	3,426,450		129,142,901
Novo Nordisk AS Series B	644,000		42,394,852
Pfizer, Inc.	6,647,900		116,138,813
Pronova BioPharma ASA	2,000,000		6,819,143
Schering-Plough Corp.	3,164,838		62,315,660
Wyeth	4,472,500		214,501,100
XenoPort, Inc. (a)	136,202		5,315,964
			1,012,362,198
TOTAL HEALTH CARE			2,634,860,357
INDUSTRIALS - 12.1%
Aerospace & Defense - 3.3%
General Dynamics Corp.	1,641,146		138,184,493
Honeywell International, Inc.	3,181,500		159,965,820
Lockheed Martin Corp.	2,054,787		202,725,285
Raytheon Co.	2,734,000		153,869,520
The Boeing Co.	362,126		23,798,921
United Technologies Corp.	1,041,500		64,260,550
			742,804,589
Air Freight & Logistics - 1.1%
C.H. Robinson Worldwide, Inc. (d)	2,423,301		132,893,827
FedEx Corp.	191,800		15,111,922
United Parcel Service, Inc. Class B	1,404,500		86,334,615
			234,340,364
Commercial Services & Supplies - 0.5%
Stericycle, Inc. (a)	2,301,000		118,961,700
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Construction & Engineering - 1.4%
Fluor Corp.	691,700		$ 128,711,536
Jacobs Engineering Group, Inc. (a)	1,474,438		118,987,147
Quanta Services, Inc. (a)(d)	2,020,100		67,208,727
			314,907,410
Electrical Equipment - 2.5%
ABB Ltd. sponsored ADR	2,273,200		64,377,024
Alstom SA (d)	610,500		139,990,923
China High Speed Transmission Equipment Group Co. Ltd.	2,811,000		5,768,188
First Solar, Inc. (a)	102,000		27,827,640
JA Solar Holdings Co. Ltd. ADR (a)	2,077,300		35,002,505
Q-Cells AG (a)	632,500		64,072,878
Sunpower Corp. Class A (a)	110,200		7,932,196
Suntech Power Holdings Co. Ltd. sponsored ADR (a)(d)	3,164,300		118,534,678
Suzlon Energy Ltd.	290,000		1,458,782
Vestas Wind Systems AS (a)	677,400		88,195,423
			553,160,237
Industrial Conglomerates - 0.5%
Siemens AG sponsored ADR	972,900		107,145,477
Machinery - 2.8%
Caterpillar, Inc.	409,569		30,234,384
Cummins, Inc.	1,211,300		79,364,376
Danaher Corp.	2,019,250		156,088,025
Deere & Co.	1,518,800		109,551,044
Eaton Corp.	1,265,300		107,512,541
Navistar International Corp. (a)	896,700		59,020,794
Sulzer AG (Reg.)	672,460		84,966,035
Vallourec SA	29,600		10,351,989
			637,089,188
TOTAL INDUSTRIALS			2,708,408,965
INFORMATION TECHNOLOGY - 16.2%
Communications Equipment - 3.9%
Alcatel-Lucent SA sponsored ADR	8,495,000		51,309,800
Ciena Corp. (a)(d)	4,456,358		103,253,815
Cisco Systems, Inc. (a)	15,171,200		352,882,112
Juniper Networks, Inc. (a)	12,414,100		275,344,738
QUALCOMM, Inc.	400,000		17,748,000
Sycamore Networks, Inc. (a)(e)	18,993,656		61,159,572
			861,698,037
Computers & Peripherals - 2.0%
Apple, Inc. (a)	2,700,000		452,088,000
Electronic Equipment & Instruments - 0.3%
Avnet, Inc. (a)	969,600		26,450,688
	Shares		Value
Hon Hai Precision Industry Co. Ltd. (Foxconn)	990,000		$ 4,876,124
Tyco Electronics Ltd.	1,010,000		36,178,200
			67,505,012
Internet Software & Services - 1.0%
eBay, Inc. (a)	2,954,700		80,751,951
Google, Inc. Class A (sub. vtg.) (a)	184,403		97,073,427
VistaPrint Ltd. (a)	1,119,340		29,953,538
Yahoo!, Inc. (a)	1,225,000		25,308,500
			233,087,416
IT Services - 1.5%
Infosys Technologies Ltd. sponsored ADR	1,270,000		55,194,200
Visa, Inc.	3,320,000		269,949,200
			325,143,400
Semiconductors & Semiconductor Equipment - 2.7%
Altera Corp.	3,230,000		66,861,000
Analog Devices, Inc.	2,675,000		84,984,750
Applied Materials, Inc.	880,000		16,799,200
Applied Micro Circuits Corp. (a)	947,858		8,113,664
ASML Holding NV (NY Shares)	980,000		23,912,000
Broadcom Corp. Class A (a)	6,184,559		168,776,615
Brooks Automation, Inc. (a)	451,312		3,732,350
Cirrus Logic, Inc. (a)(e)	6,059,839		33,692,705
KLA-Tencor Corp.	1,867,000		76,005,570
Lam Research Corp. (a)	377,285		13,638,853
Linear Technology Corp.	235,000		7,653,950
Micron Technology, Inc. (a)	3,650,002		21,900,012
MIPS Technologies, Inc. (a)	497,283		1,864,811
Novellus Systems, Inc. (a)	3,144,772		66,637,719
Samsung Electronics Co. Ltd.	14,000		8,361,203
Teradyne, Inc. (a)	840,666		9,306,173
			612,240,575
Software - 4.8%
Electronic Arts, Inc. (a)	2,810,000		124,848,300
Microsoft Corp.	29,754,200		818,538,040
Nuance Communications, Inc. (a)(d)	2,937,800		46,035,326
Oracle Corp. (a)	3,995,000		83,895,000
			1,073,316,666
TOTAL INFORMATION TECHNOLOGY			3,625,079,106
MATERIALS - 3.8%
Chemicals - 1.9%
Albemarle Corp.	852,000		34,003,320
CF Industries Holdings, Inc.	62,400		9,534,720
Ecolab, Inc.	575,361		24,734,769
FMC Corp.	484,300		37,504,192
Monsanto Co.	1,296,235		163,895,953
Potash Corp. of Saskatchewan, Inc.	234,500		53,599,665
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Chemicals - continued
Praxair, Inc.	366,632		$ 34,551,400
The Mosaic Co. (a)	431,600		62,452,520
			420,276,539
Containers & Packaging - 0.2%
Ball Corp.	52,300		2,496,802
Owens-Illinois, Inc. (a)	305,700		12,744,633
Rock-Tenn Co. Class A	508,300		15,243,917
Temple-Inland, Inc.	2,050,800		23,112,516
			53,597,868
Metals & Mining - 1.7%
Agnico-Eagle Mines Ltd.	397,500		29,827,611
AK Steel Holding Corp. (d)	1,039,900		71,753,100
Alcoa, Inc.	1,268,600		45,187,532
Barrick Gold Corp.	292,200		13,360,908
Century Aluminum Co. (a)	717,800		47,726,522
Freeport-McMoRan Copper & Gold, Inc. Class B	752,900		88,232,351
Goldcorp, Inc.	501,900		23,146,435
Ivanhoe Mines Ltd. (a)	884,700		9,590,362
Kinross Gold Corp.	213,715		5,052,761
Nucor Corp.	436,400		32,585,988
United States Steel Corp.	75,400		13,932,412
			380,395,982
TOTAL MATERIALS			854,270,389
TELECOMMUNICATION SERVICES - 3.8%
Diversified Telecommunication Services - 2.7%
AT&T, Inc.	12,011,716		404,674,712
CenturyTel, Inc.	200,800		7,146,472
FairPoint Communications, Inc. (d)	2,559,858		18,456,576
Qwest Communications International, Inc.	2,916,900		11,463,417
TELUS Corp.	158,900		6,682,732
Verizon Communications, Inc.	4,717,800		167,010,120
			615,434,029
Wireless Telecommunication Services - 1.1%
American Tower Corp. Class A (a)	3,632,300		153,464,675
China Mobile (Hong Kong) Ltd.	254,500		3,416,114
Clearwire Corp. (a)(d)	4,325,616		56,059,983
Leap Wireless International, Inc. (a)	287,400		12,407,058
NII Holdings, Inc. (a)	330,100		15,676,449
			241,024,279
TOTAL TELECOMMUNICATION SERVICES			856,458,308
	Shares		Value
UTILITIES - 4.3%
Electric Utilities - 2.6%
Allegheny Energy, Inc.	1,226,800		$ 61,474,948
American Electric Power Co., Inc.	783,600		31,524,228
Edison International	112,100		5,759,698
Entergy Corp.	594,100		71,577,168
Exelon Corp.	1,274,000		114,609,040
FirstEnergy Corp.	968,200		79,711,906
FPL Group, Inc.	1,819,100		119,296,578
PPL Corp.	1,883,900		98,471,453
			582,425,019
Gas Utilities - 0.1%
Questar Corp.	372,800		26,483,712
Independent Power Producers & Energy Traders - 0.8%
Clipper Windpower PLC (a)	1,425,263		15,100,368
Constellation Energy Group, Inc.	831,516		68,267,464
NRG Energy, Inc. (a)	2,130,900		91,415,610
Reliant Energy, Inc. (a)	179,200		3,811,584
			178,595,026
Multi-Utilities - 0.8%
PG&E Corp.	831,200		32,990,328
Public Service Enterprise Group, Inc.	1,460,700		67,089,951
Sempra Energy	1,521,700		85,899,965
			185,980,244
TOTAL UTILITIES			973,484,001
TOTAL COMMON STOCKS (Cost $22,456,691,251)		21,912,834,494
Convertible Preferred Stocks - 0.7%
FINANCIALS - 0.7%
Capital Markets - 0.2%
Lehman Brothers Holdings, Inc. 7.25%	69,000		55,505,670
Commercial Banks - 0.2%
Huntington Bancshares, Inc. 8.50%	52,000		36,400,000
Diversified Financial Services - 0.0%
CIT Group, Inc. Series C, 8.75%	197,000		8,053,360
Insurance - 0.3%
American International Group, Inc. Series A, 8.50%	1,000,000		59,663,000
TOTAL FINANCIALS			159,622,030
HEALTH CARE - 0.0%
Biotechnology - 0.0%
Fluidigm Corp. (h)	1,378,965		5,515,860
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $208,129,277)		165,137,890

U.S. Treasury Obligations - 0.0%
	Principal Amount	Value
U.S. Treasury Bills, yield at date of purchase 1.07% to 1.82% 7/10/08 to 9/4/08 (g) (Cost $4,224,872)	$ 4,235,000	$ 4,228,083

Money Market Funds - 4.0%
	Shares
Fidelity Cash Central Fund, 2.38% (b)	275,522,104		275,522,104
Fidelity Securities Lending Cash Central Fund, 2.39% (b)(c)	613,225,170		613,225,170
TOTAL MONEY MARKET FUNDS (Cost $888,747,274)		888,747,274
TOTAL INVESTMENT PORTFOLIO - 102.4% (Cost $23,557,792,674)			22,970,947,741
NET OTHER ASSETS - (2.4)%			(533,832,554)
NET ASSETS - 100%		$ 22,437,115,187

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
969 CME E-mini S&P 500 Index Contracts	Sept. 2008	$ 62,069,295	$ (3,809,720)

The face value of futures purchased as a percentage of net assets - 0.3%

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(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 end of the period, the value of these securities amounted to $13,643,917 or 0.1% of net assets.

(g) 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 $4,288,083.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $17,014,860 or 0.1% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost
Fluidigm Corp.	10/9/07	$ 5,515,860
The Weinstein Co. II Holdings, LLC Class A-1	10/19/05	$ 11,499,000

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 8,971,632
Fidelity Securities Lending Cash Central Fund	4,939,750
Total	$ 13,911,382

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliates	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Ciena Corp.	$ 80,149,836	$ 87,086,403	$ 34,633,555	$ -	$ -
Cirrus Logic, Inc.	22,700,679	35,898,846	30,915,229	-	33,692,705
Sycamore Networks, Inc.	21,666,920	46,740,285	-	-	61,159,572
Total	$ 124,517,435	$ 169,725,534	$ 65,548,784	$ -	$ 94,852,277

Other Information

The following is a summary of the inputs used, as of June 30, 2008, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

#Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 22,970,947,741	$ 21,587,969,669	$ 1,365,963,212	$ 17,014,860
Other Financial Instruments*	$ (3,809,720)	$ (3,809,720)	$ -	$ -

*Other financial instruments include Futures Contracts.

The following is a reconciliation of assets for which Level 3 inputs were used in determining value:

	Investments in Securities
Beginning Balance	$ 17,014,860
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	-
Cost of Purchases	-
Proceeds of Sales	-
Amortization/Accretion	-
Transfer in/out of Level 3	-
Ending Balance	$ 17,014,860

The information used in the above reconciliation represents fiscal year to date activity for any Investment Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period.

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

United States of America	83.1%
Japan	2.4%
Switzerland	2.4%
Bermuda	1.7%
Canada	1.4%
France	1.4%
Cayman Islands	1.4%
Others (individually less than 1%)	6.2%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2008 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $581,029,771) - See accompanying schedule: Unaffiliated issuers (cost $22,568,948,129)	$ 21,987,348,190
Fidelity Central Funds (cost $888,747,274)	888,747,274
Other affiliated issuers (cost $100,097,271)	94,852,277
Total Investments (cost $23,557,792,674)		$ 22,970,947,741
Foreign currency held at value (cost $5,611,505)		5,611,505
Receivable for investments sold		222,595,626
Receivable for fund shares sold		18,417,793
Dividends receivable		21,310,821
Distributions receivable from Fidelity Central Funds		1,954,326
Receivable for daily variation on futures contracts		53,295
Prepaid expenses		36,522
Other receivables		679,730
Total assets		23,241,607,359
Liabilities
Payable for investments purchased	$ 149,753,159
Payable for fund shares redeemed	24,743,567
Accrued management fee	10,888,809
Distribution fees payable	2,194,612
Other affiliated payables	1,484,990
Other payables and accrued expenses	2,201,865
Collateral on securities loaned, at value	613,225,170
Total liabilities		804,492,172
Net Assets		$ 22,437,115,187
Net Assets consist of:
Paid in capital		$ 23,146,628,260
Undistributed net investment income		101,491,283
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(219,970,921)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(591,033,435)
Net Assets		$ 22,437,115,187

Statement of Assets and Liabilities - continued

	June 30, 2008 (Unaudited)
Initial Class: Net Asset Value, offering price and redemption price per share ($10,315,709,821 ÷ 432,382,050 shares)		$ 23.86
Service Class: Net Asset Value, offering price and redemption price per share ($2,504,077,162 ÷ 105,428,843 shares)		$ 23.75
Service Class 2: Net Asset Value, offering price and redemption price per share ($9,079,391,798 ÷ 387,334,694 shares)		$ 23.44
Service Class 2R: Net Asset Value, offering price and redemption price per share ($26,763,394 ÷ 1,146,428 shares)		$ 23.35
Investor Class: Net Asset Value, offering price and redemption price per share ($511,173,012 ÷ 21,501,991 shares)		$ 23.77

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2008 (Unaudited)
Investment Income
Dividends		$ 175,236,208
Interest		339,438
Income from Fidelity Central Funds		13,911,382
Total income		189,487,028
Expenses
Management fee	$ 64,892,251
Transfer agent fees	7,960,640
Distribution fees	12,680,368
Accounting and security lending fees	943,122
Custodian fees and expenses	490,239
Independent trustees' compensation	50,326
Depreciation in deferred trustee compensation account	(84)
Registration fees	55,601
Audit	52,363
Legal	246,494
Miscellaneous	2,119,715
Total expenses before reductions	89,491,035
Expense reductions	(616,032)	88,875,003
Net investment income (loss)		100,612,025
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(85,700,511)
Other affiliated issuers	8,733,098
Foreign currency transactions	(1,112,291)
Futures contracts	(13,745,470)
Total net realized gain (loss)		(91,825,174)
Change in net unrealized appreciation (depreciation) on: Investment securities	(3,113,540,111)
Assets and liabilities in foreign currencies	(493,026)
Futures contracts	(1,630,228)
Total change in net unrealized appreciation (depreciation)		(3,115,663,365)
Net gain (loss)		(3,207,488,539)
Net increase (decrease) in net assets resulting from operations		$ (3,106,876,514)

Statement of Changes in Net Assets

	Six months ended June 30, 2008 (Unaudited)	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 100,612,025	$ 207,930,815
Net realized gain (loss)	(91,825,174)	6,292,852,945
Change in net unrealized appreciation (depreciation)	(3,115,663,365)	(2,807,429,656)
Net increase (decrease) in net assets resulting from operations	(3,106,876,514)	3,693,354,104
Distributions to shareholders from net investment income	(4,553,250)	(205,774,191)
Distributions to shareholders from net realized gain	(591,923,050)	(6,071,525,358)
Total distributions	(596,476,300)	(6,277,299,549)
Share transactions - net increase (decrease)	853,260,098	6,980,890,493
Redemption fees	17,593	16,524
Total increase (decrease) in net assets	(2,850,075,123)	4,396,961,572
Net Assets
Beginning of period	25,287,190,310	20,890,228,738
End of period (including undistributed net investment income of $101,491,283 and undistributed net investment income of $5,432,508, respectively)	$ 22,437,115,187	$ 25,287,190,310

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 27.90	$ 31.47	$ 31.03	$ 26.62	$ 23.13	$ 18.10
Income from Investment Operations
Net investment income (loss) E	.12	.34	.27	.18	.08	.07
Net realized and unrealized gain (loss)	(3.50)	5.17	3.30	4.32	3.49	5.05
Total from investment operations	(3.38)	5.51	3.57	4.50	3.57	5.12
Distributions from net investment income	(.01)	(.33)	(.42)	(.08)	(.08)	(.09)
Distributions from net realized gain	(.65)	(8.75)	(2.71)	(.01)	-	-
Total distributions	(.66)	(9.08)	(3.13)	(.09) J	(.08)	(.09)
Redemption fees added to paid in capital E,I	-	-	-	-	-	-
Net asset value, end of period	$ 23.86	$ 27.90	$ 31.47	$ 31.03	$ 26.62	$ 23.13
Total Return B,C,D	(12.17)%	17.59%	11.72%	16.94%	15.48%	28.46%
Ratios to Average Net Assets F,H
Expenses before reductions	.66% A	.65%	.66%	.66%	.68%	.67%
Expenses net of fee waivers, if any	.66% A	.65%	.66%	.66%	.68%	.67%
Expenses net of all reductions	.65% A	.64%	.65%	.64%	.66%	.65%
Net investment income (loss)	.97% A	1.00%	.85%	.66%	.35%	.34%
Supplemental Data
Net assets, end of period (000 omitted)	$ 10,315,710	$ 12,371,009	$ 11,595,588	$ 11,099,527	$ 9,127,616	$ 7,665,424
Portfolio turnover rate G	160% A	134%	75%	60%	64%	66%
A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.09 per share is comprised of distributions from net investment income of $.080 and distributions from net realized gain of $.005 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 27.80	$ 31.38	$ 30.93	$ 26.53	$ 23.06	$ 18.04
Income from Investment Operations
Net investment income (loss)E	.11	.30	.24	.16	.06	.05
Net realized and unrealized gain (loss)	(3.50)	5.16	3.28	4.30	3.47	5.04
Total from investment operations	(3.39)	5.46	3.52	4.46	3.53	5.09
Distributions from net investment income	(.01)	(.29)	(.36)	(.06)	(.06)	(.07)
Distributions from net realized gain	(.65)	(8.75)	(2.71)	(.01)	-	-
Total distributions	(.66)	(9.04)	(3.07)	(.06) J	(.06)	(.07)
Redemption fees added to paid in capitalE,I	-	-	-	-	-	-
Net asset value, end of period	$ 23.75	$ 27.80	$ 31.38	$ 30.93	$ 26.53	$ 23.06
Total Return B,C,D	(12.25)%	17.51%	11.59%	16.85%	15.34%	28.35%
Ratios to Average Net Assets F,H
Expenses before reductions	.76% A	.75%	.76%	.76%	.78%	.77%
Expenses net of fee waivers, if any	.76% A	.75%	.76%	.76%	.78%	.77%
Expenses net of all reductions	.75% A	.74%	.75%	.74%	.76%	.75%
Net investment income (loss)	.87% A	.90%	.75%	.56%	.25%	.24%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,504,077	$ 3,008,644	$ 2,766,343	$ 2,503,244	$ 2,111,969	$ 1,695,467
Portfolio turnover rate G	160% A	134%	75%	60%	64%	66%
A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.06 per share is comprised of distributions from net investment income of $.055 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 27.46	$ 31.11	$ 30.69	$ 26.35	$ 22.93	$ 17.95
Income from Investment Operations
Net investment income (loss) E	.09	.25	.19	.11	.02	.02
Net realized and unrealized gain (loss)	(3.45)	5.11	3.26	4.27	3.45	5.02
Total from investment operations	(3.36)	5.36	3.45	4.38	3.47	5.04
Distributions from net investment income	(.01)	(.26)	(.32)	(.04)	(.05)	(.06)
Distributions from net realized gain	(.65)	(8.75)	(2.71)	(.01)	-	-
Total distributions	(.66)	(9.01)	(3.03)	(.04) J	(.05)	(.06)
Redemption fees added to paid in capital E,I	-	-	-	-	-	-
Net asset value, end of period	$ 23.44	$ 27.46	$ 31.11	$ 30.69	$ 26.35	$ 22.93
Total Return B,C,D	(12.29)%	17.30%	11.43%	16.65%	15.16%	28.20%
Ratios to Average Net Assets F,H
Expenses before reductions	.91% A	.90%	.91%	.91%	.93%	.93%
Expenses net of fee waivers, if any	.91% A	.90%	.91%	.91%	.93%	.93%
Expenses net of all reductions	.90% A	.89%	.90%	.89%	.91%	.90%
Net investment income (loss)	.72% A	.75%	.60%	.40%	.10%	.09%
Supplemental Data
Net assets, end of period (000 omitted)	$ 9,079,392	$ 9,339,663	$ 6,185,595	$ 3,247,909	$ 1,638,617	$ 910,341
Portfolio turnover rate G	160% A	134%	75%	60%	64%	66%
A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.04 per share is comprised of distributions from net investment income of $.035 and distributions from net realized gain of $.005 per share.

Financial Highlights - Service Class 2R

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 27.35	$ 31.02	$ 30.61	$ 26.29	$ 22.90	$ 17.95
Income from Investment Operations
Net investment income (loss) E	.09	.25	.19	.11	.02	.02
Net realized and unrealized gain (loss)	(3.43)	5.09	3.25	4.27	3.44	5.01
Total from investment operations	(3.34)	5.34	3.44	4.38	3.46	5.03
Distributions from net investment income	(.01)	(.26)	(.32)	(.05)	(.07)	(.08)
Distributions from net realized gain	(.65)	(8.75)	(2.71)	(.01)	-	-
Total distributions	(.66)	(9.01)	(3.03)	(.06) J	(.07)	(.08)
Redemption fees added to paid in capital E,I	-	-	-	-	-	-
Net asset value, end of period	$ 23.35	$ 27.35	$ 31.02	$ 30.61	$ 26.29	$ 22.90
Total Return B,C,D	(12.27)%	17.30%	11.43%	16.67%	15.15%	28.18%
Ratios to Average Net Assets F,H
Expenses before reductions	.91% A	.90%	.91%	.91%	.93%	.93%
Expenses net of fee waivers, if any	.91% A	.90%	.91%	.91%	.93%	.93%
Expenses net of all reductions	.90% A	.89%	.90%	.89%	.91%	.90%
Net investment income (loss)	.72% A	.75%	.60%	.39%	.10%	.08%
Supplemental Data
Net assets, end of period (000 omitted)	$ 26,763	$ 35,606	$ 26,707	$ 19,596	$ 7,088	$ 2,705
Portfolio turnover rate G	160% A	134%	75%	60%	64%	66%
A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. I Amount represents less than $.01 per share. J Total distributions of $.06 per share is comprised of distributions from net investment income of $.050 and distributions from net realized gain of $.005 per share.

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

Semiannual Report

Financial Highlights - Investor Class

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005 H
Selected Per-Share Data
Net asset value, beginning of period	$ 27.82	$ 31.41	$ 31.00	$ 28.34
Income from Investment Operations
Net investment income (loss) E	.11	.30	.23	.06
Net realized and unrealized gain (loss)	(3.50)	5.16	3.30	2.60
Total from investment operations	(3.39)	5.46	3.53	2.66
Distributions from net investment income	(.01)	(.30)	(.41)	-
Distributions from net realized gain	(.65)	(8.75)	(2.71)	-
Total distributions	(.66)	(9.05)	(3.12)	-
Redemption fees added to paid in capital E,J	-	-	-	-
Net asset value, end of period	$ 23.77	$ 27.82	$ 31.41	$ 31.00
Total Return B,C,D	(12.24)%	17.47%	11.60%	9.39%
Ratios to Average Net Assets F,I
Expenses before reductions	.75% A	.76%	.78%	.83% A
Expenses net of fee waivers, if any	.75% A	.76%	.78%	.83% A
Expenses net of all reductions	.74% A	.75%	.78%	.81% A
Net investment income (loss)	.88% A	.89%	.73%	.43% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 511,173	$ 532,268	$ 315,995	$ 88,673
Portfolio turnover rate G	160% A	134%	75%	60%

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

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2008 (Unaudited)

1. Organization.

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

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

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

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

The Fund is subject to the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1	Quoted prices in active markets for identical securities.
Level 2	Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3	Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

The aggregate value by input level, as of June 30, 2008, for the Fund's investments, as well as a reconciliation of assets for which significant unobservable inputs (Level 3) were used in determining value, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 pm Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

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

Unrealized appreciation	$ 2,066,676,984
Unrealized depreciation	(2,809,633,003)
Net unrealized appreciation (depreciation)	$ (742,956,019)
Cost for federal income tax purposes	$ 23,713,903,760

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

New Accounting Pronouncement. In March 2008, Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161), was issued and is effective for fiscal years beginning after November 15, 2008. SFAS 161 requires enhanced disclosures to provide information about the reasons the Fund invests in derivative instruments, the accounting treatment and the effect derivatives have on financial performance. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Fund's financial statement disclosures.

4. Operating Policies.

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

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $18,983,627,920 and $18,305,863,177, respectively.

Semiannual Report

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .56% of the Fund's average net assets.

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

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

Service Class	$ 1,343,875
Service Class 2	11,299,553
Service Class 2R	36,940
	$ 12,680,368

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .15% of average net assets. Prior to February 1, 2008, Investor Class paid a monthly asset-based transfer agent fee of .18% of average net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class	$ 3,662,943
Service Class	892,177
Service Class 2	2,997,382
Service Class 2R	9,755
Investor Class	398,383
	$ 7,960,640

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $247,167 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $23,327 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $4,939,750.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $587,063 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $28,969.

10. Other.

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

At the end of the period, two otherwise unaffiliated shareholders were the owners of record of 22% of the total outstanding shares of the Fund.

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress. Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $1,122,635, which is recorded in the accompanying Statement of Operations.

In a related administrative order dated March 5, 2008, the U.S. Securities and Exchange Commission ("SEC") announced a settlement with FMR and FMR Co., Inc. (an affiliate of FMR) involving the SEC's regulatory rules for investment advisers and the improper receipt of gifts, gratuities and business entertainment. Without admitting or denying the SEC's findings, FMR agreed to pay an $8 million civil penalty to the United States Treasury.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2008	Year ended December 31, 2007
From net investment income
Initial Class	$ 2,181,847	$ 111,417,608
Service Class	533,467	24,318,080
Service Class 2	1,735,182	65,476,768
Service Class 2R	5,788	262,843
Investor Class	96,966	4,298,892
Total	$ 4,553,250	$ 205,774,191
From net realized gain
Initial Class	$ 283,640,043	$ 2,975,569,660
Service Class	69,350,695	726,713,446
Service Class 2	225,574,285	2,234,968,989
Service Class 2R	752,454	8,871,324
Investor Class	12,605,573	125,401,939
Total	$ 591,923,050	$ 6,071,525,358

Semiannual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2008	Year ended December 31, 2007	Six months ended June 30, 2008	Year ended December 31, 2007
Initial Class
Shares sold	8,372,196	17,478,838	$ 210,215,742	$ 594,284,099
Reinvestment of distributions	11,810,822	109,587,502	285,821,889	3,086,987,268
Shares redeemed	(31,149,170)	(52,177,578)	(779,871,436)	(1,746,106,450)
Net increase (decrease)	(10,966,152)	74,888,762	$ (283,833,805)	$ 1,935,164,917
Service Class
Shares sold	4,772,647	6,710,212	$ 119,143,443	$ 225,338,266
Reinvestment of distributions	2,899,758	26,766,756	69,884,162	751,031,526
Shares redeemed	(10,484,030)	(13,390,785)	(260,541,793)	(448,909,951)
Net increase (decrease)	(2,811,625)	20,086,183	$ (71,514,188)	$ 527,459,841
Service Class 2
Shares sold	53,689,464	83,177,998	$ 1,321,749,579	$ 2,766,576,376
Reinvestment of distributions	9,550,819	83,070,567	227,309,467	2,300,445,756
Shares redeemed	(15,998,288)	(24,985,477)	(395,413,441)	(841,364,996)
Net increase (decrease)	47,241,995	141,263,088	$ 1,153,645,605	$ 4,225,657,136
Service Class 2R
Shares sold	210,267	417,603	$ 5,129,373	$ 14,264,062
Reinvestment of distributions	31,993	331,032	758,242	9,134,167
Shares redeemed	(397,560)	(307,879)	(9,608,948)	(9,961,471)
Net increase (decrease)	(155,300)	440,756	$ (3,721,333)	$ 13,436,758
Investor Class
Shares sold	2,403,603	4,942,578	$ 59,922,671	$ 166,133,204
Reinvestment of distributions	526,639	4,625,172	12,702,539	129,700,832
Shares redeemed	(561,147)	(495,596)	(13,941,391)	(16,662,195)
Net increase (decrease)	2,369,095	9,072,154	$ 58,683,819	$ 279,171,841

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on May 14, 2008. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1
To elect a Board of Trustees.A
	# of Votes	% of Votes
James C. Curvey
Affirmative	754,396,118.13	95.721
Withheld	33,724,400.40	4.279
TOTAL	788,120,518.53	100.000
Dennis J. Dirks
Affirmative	755,765,958.75	95.895
Withheld	32,354,559.78	4.105
TOTAL	788,120,518.53	100.000
Edward C. Johnson 3d
Affirmative	753,714,712.60	95.634
Withheld	34,405,805.93	4.366
TOTAL	788,120,518.53	100.000
Alan J. Lacy
Affirmative	755,539,784.95	95.866
Withheld	32,580,733.58	4.134
TOTAL	788,120,518.53	100.000
Ned C. Lautenbach
Affirmative	755,270,925.90	95.832
Withheld	32,849,592.63	4.168
TOTAL	788,120,518.53	100.000
Joseph Mauriello
Affirmative	755,673,213.30	95.883
Withheld	32,447,305.23	4.117
TOTAL	788,120,518.53	100.000
Cornelia M. Small
Affirmative	755,628,126.83	95.877
Withheld	32,492,391.70	4.123
TOTAL	788,120,518.53	100.000
William S. Stavropoulos
Affirmative	754,899,686.63	95.785
Withheld	33,220,831.90	4.215
TOTAL	788,120,518.53	100.000
David M. Thomas
Affirmative	755,655,877.24	95.881
Withheld	32,464,641.29	4.119
TOTAL	788,120,518.53	100.000
Michael E. Wiley
Affirmative	755,513,012.38	95.863
Withheld	32,607,506.15	4.137
TOTAL	788,120,518.53	100.000
PROPOSAL 2
To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.A
	# of Votes	% of Votes
Affirmative	637,916,630.61	80.942
Against	98,488,476.51	12.496
Abstain	51,715,411.41	6.562
TOTAL	788,120,518.53	100.000

^A Denotes trust-wide proposal and voting results.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Servicing Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

VIPCONR-SANN-0808
1.833452.102

Fidelity® Variable Insurance Products:

Disciplined Small Cap Portfolio

Semiannual Report

June 30, 2008
(2_fidelity_logos) (Registered_Trademark)

Contents

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

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

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

Geode is a registered trademark of Geode Capital Management, LLC.

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 LLC or an affiliated company.

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2008 to June 30, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	Beginning Account Value January 1, 2008	Ending Account Value June 30, 2008	Expenses Paid During Period* January 1, 2008 to June 30, 2008
Initial Class
Actual	$ 1,000.00	$ 902.40	$ 4.73
HypotheticalA	$ 1,000.00	$ 1,019.89	$ 5.02
Service Class
Actual	$ 1,000.00	$ 900.60	$ 5.10
HypotheticalA	$ 1,000.00	$ 1,019.49	$ 5.42
Service Class 2
Actual	$ 1,000.00	$ 900.40	$ 5.91
HypotheticalA	$ 1,000.00	$ 1,018.65	$ 6.27
Investor Class
Actual	$ 1,000.00	$ 901.30	$ 5.11
HypotheticalA	$ 1,000.00	$ 1,019.49	$ 5.42

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

	Annualized Expense Ratio
Initial Class	1.00%
Service Class	1.08%
Service Class 2	1.25%
Investor Class	1.08%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
GrafTech International Ltd.	0.6	0.5
Stone Energy Corp.	0.6	0.6
Owens & Minor, Inc.	0.6	0.0
Wabtec Corp.	0.6	0.4
Swift Energy Co.	0.6	0.4
Concho Resources, Inc.	0.6	0.0
Nordic American Tanker Shipping Ltd.	0.6	0.0
Woodward Governor Co.	0.6	0.5
Atheros Communications, Inc.	0.6	0.0
Callon Petroleum Co.	0.6	0.0
	6.0
Top Five Market Sectors as of June 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	17.3	17.2
Information Technology	17.2	18.6
Industrials	16.3	13.4
Consumer Discretionary	13.9	14.0
Health Care	12.4	13.4

Asset Allocation (% of fund's net assets)
As of June 30, 2008 *			As of December 31, 2007 **
	Stocks and Equity Futures 100.0%			Stocks and Equity Futures 99.6%
	Short-Term Investments and Net Other Assets 0.0%			Short-Term Investments and Net Other Assets 0.4%
*Foreign investments		2.5%	**Foreign investments		1.1%

Semiannual Report

Investments June 30, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.9%
	Shares		Value
CONSUMER DISCRETIONARY - 13.9%
Auto Components - 1.6%
ATC Technology Corp. (a)	5,887		$ 137,049
Cooper Tire & Rubber Co.	4,849		38,016
Drew Industries, Inc. (a)	3,910		62,365
Fuel Systems Solutions, Inc. (a)	1,564		60,214
Lear Corp. (a)	2,155		30,558
Stoneridge, Inc. (a)	8,500		145,010
Superior Industries International, Inc.	2,350		39,668
			512,880
Diversified Consumer Services - 1.4%
American Public Education, Inc.	1,762		68,788
DeVry, Inc.	1,730		92,763
Jackson Hewitt Tax Service, Inc.	705		8,615
Sotheby's Class A (ltd. vtg.)	3,892		102,632
Stewart Enterprises, Inc. Class A	11,153		80,302
Strayer Education, Inc.	581		121,470
			474,570
Hotels, Restaurants & Leisure - 2.3%
Bally Technologies, Inc. (a)	4,528		153,046
Bob Evans Farms, Inc.	5,707		163,220
Buffalo Wild Wings, Inc. (a)	3,034		75,334
Chipotle Mexican Grill, Inc. Class A (a)	590		48,746
Denny's Corp. (a)	43,142		122,523
Jack in the Box, Inc. (a)	1,986		44,506
Papa John's International, Inc. (a)	5,410		143,852
Speedway Motorsports, Inc.	593		12,085
			763,312
Household Durables - 1.0%
American Greetings Corp. Class A	4,030		49,730
Furniture Brands International, Inc.	11,470		153,239
Tupperware Brands Corp.	2,201		75,318
Universal Electronics, Inc. (a)	2,278		47,610
			325,897
Internet & Catalog Retail - 1.2%
Blue Nile, Inc. (a)	623		26,490
FTD Group, Inc.	4,591		61,198
Netflix, Inc. (a)(d)	5,056		131,810
NutriSystem, Inc.	4,817		68,112
Priceline.com, Inc. (a)	892		102,990
			390,600
Leisure Equipment & Products - 0.1%
Polaris Industries, Inc.	914		36,907
Media - 1.6%
Belo Corp. Series A	12,677		92,669
Cox Radio, Inc. Class A (a)	5,046		59,543
Interactive Data Corp.	4,661		117,131
Lee Enterprises, Inc. (d)	2,988		11,922
LIN TV Corp. Class A (a)	13,271		79,095
Marvel Entertainment, Inc. (a)	1,338		43,003
	Shares		Value
Sinclair Broadcast Group, Inc. Class A	11,371		$ 86,420
World Wrestling Entertainment, Inc. Class A	1,956		30,259
			520,042
Specialty Retail - 3.2%
Aeropostale, Inc. (a)	5,479		171,657
Christopher & Banks Corp.	2,824		19,203
Dress Barn, Inc. (a)	5,045		67,502
Finish Line, Inc. Class A	11,176		97,231
Genesco, Inc. (a)	5,700		175,959
Gymboree Corp. (a)	2,698		108,109
Jo-Ann Stores, Inc. (a)	3,450		79,454
Midas, Inc. (a)	4,273		57,686
Talbots, Inc. (d)	6,885		79,797
The Buckle, Inc.	1,025		46,873
Wet Seal, Inc. Class A (a)	28,985		138,258
			1,041,729
Textiles, Apparel & Luxury Goods - 1.5%
Deckers Outdoor Corp. (a)	628		87,418
Fossil, Inc. (a)	2,680		77,908
Lululemon Athletica, Inc. (d)	2,437		70,819
Maidenform Brands, Inc. (a)	4,432		59,832
Perry Ellis International, Inc. (a)	4,985		105,782
Quiksilver, Inc. (a)	11,000		108,020
			509,779
TOTAL CONSUMER DISCRETIONARY			4,575,716
CONSUMER STAPLES - 3.0%
Food & Staples Retailing - 1.2%
Casey's General Stores, Inc.	5,592		129,567
Longs Drug Stores Corp.	3,179		133,868
Nash-Finch Co.	4,043		138,554
			401,989
Food Products - 1.2%
Darling International, Inc. (a)	5,134		84,814
Flowers Foods, Inc.	5,485		155,445
Ralcorp Holdings, Inc. (a)(d)	2,890		142,882
TreeHouse Foods, Inc. (a)	902		21,883
			405,024
Personal Products - 0.6%
Chattem, Inc. (a)	1,644		106,942
Prestige Brands Holdings, Inc. (a)	7,666		81,720
			188,662
TOTAL CONSUMER STAPLES			995,675
ENERGY - 9.2%
Energy Equipment & Services - 2.6%
Grey Wolf, Inc. (a)	18,864		170,342
Gulfmark Offshore, Inc. (a)	2,314		134,629
IHS, Inc. Class A (a)	712		49,555
Common Stocks - continued
	Shares		Value
ENERGY - continued
Energy Equipment & Services - continued
Newpark Resources, Inc. (a)	6,146		$ 48,308
Oil States International, Inc. (a)	1,200		76,128
T-3 Energy Services, Inc. (a)	1,386		110,145
Trico Marine Services, Inc. (a)(d)	3,810		138,760
Willbros Group, Inc. (a)	2,545		111,496
			839,363
Oil, Gas & Consumable Fuels - 6.6%
Abraxas Petroleum Corp. (a)	5,502		29,766
Alpha Natural Resources, Inc. (a)	667		69,561
Bois d'Arc Energy LLC (a)	5,393		131,104
Callon Petroleum Co. (a)	6,657		182,136
Concho Resources, Inc.	5,192		193,662
Endeavor International Corp. (a)	41,869		90,856
Gasco Energy, Inc. (a)	24,077		99,920
Gran Tierra Energy, Inc. (a)	6,476		51,614
Mariner Energy, Inc. (a)	2,882		106,548
McMoRan Exploration Co. (a)	6,388		175,798
Nordic American Tanker Shipping Ltd.	4,979		193,285
Penn Virginia Corp.	1,640		123,689
Petrohawk Energy Corp. (a)	1,425		65,992
Stone Energy Corp. (a)	3,139		206,891
Swift Energy Co. (a)	2,955		195,207
Teekay Tankers Ltd.	7,000		162,470
Whiting Petroleum Corp. (a)	1,004		106,504
			2,185,003
TOTAL ENERGY			3,024,366
FINANCIALS - 17.3%
Capital Markets - 2.2%
Apollo Investment Corp.	1,129		16,179
BGC Partners, Inc. Class A (a)	11,784		88,969
Hercules Technology Growth Capital, Inc.	5,945		53,089
Knight Capital Group, Inc. Class A (a)	7,721		138,824
MCG Capital Corp.	2,761		10,989
MVC Capital, Inc.	6,117		83,742
optionsXpress Holdings, Inc.	5,596		125,015
Patriot Capital Funding, Inc.	1,816		11,350
Prospect Capital Corp.	9,281		122,324
Waddell & Reed Financial, Inc. Class A	1,676		58,677
			709,158
Commercial Banks - 4.4%
City Bank Lynnwood, Washington	576		4,954
Community Bank System, Inc.	5,377		110,874
Community Trust Bancorp, Inc.	441		11,581
First Bancorp, Puerto Rico	8,058		51,088
First Financial Bankshares, Inc.	2,188		100,232
Glacier Bancorp, Inc.	6,474		103,519
Green Bankshares, Inc.	1,133		15,885
	Shares		Value
Home Bancshares, Inc.	3,707		$ 83,333
MainSource Financial Group, Inc.	1,846		28,613
National Penn Bancshares, Inc.	10,058		133,570
Old Second Bancorp, Inc.	4,540		52,755
Oriental Financial Group, Inc.	8,636		123,149
Pacific Capital Bancorp (d)	6,873		94,710
Renasant Corp.	2,905		42,791
S&T Bancorp, Inc.	4,662		135,478
Sandy Spring Bancorp, Inc.	2,625		43,523
Santander Bancorp	8,098		85,920
Suffolk Bancorp	2,487		73,068
Tompkins Financial Corp.	1,411		52,489
Virginia Commerce Bancorp, Inc. (d)	6,431		33,377
WesBanco, Inc.	4,385		75,203
			1,456,112
Consumer Finance - 0.3%
Advance America Cash Advance Centers, Inc.	515		2,616
Dollar Financial Corp. (a)	3,243		49,002
EZCORP, Inc. (non-vtg.) Class A (a)	4,085		52,084
			103,702
Diversified Financial Services - 0.2%
Encore Capital Group, Inc. (a)	7,618		67,267
Insurance - 3.3%
Amerisafe, Inc. (a)	10,033		159,926
Aspen Insurance Holdings Ltd.	2,856		67,602
Assured Guaranty Ltd. (d)	5,203		93,602
Darwin Professional Underwriters, Inc. (a)	3,854		118,703
FBL Financial Group, Inc. Class A	1,983		39,422
Harleysville Group, Inc.	2,459		83,188
IPC Holdings Ltd.	1,987		52,755
Max Capital Group Ltd.	1,140		24,316
Navigators Group, Inc. (a)	2,312		124,964
Platinum Underwriters Holdings Ltd.	2,294		74,807
RLI Corp.	2,327		115,117
SeaBright Insurance Holdings, Inc. (a)	8,000		115,840
			1,070,242
Real Estate Investment Trusts - 5.8%
Alexandria Real Estate Equities, Inc.	280		27,255
Ashford Hospitality Trust, Inc.	22,853		105,581
BioMed Realty Trust, Inc.	4,954		121,522
Digital Realty Trust, Inc.	1,196		48,928
Extra Space Storage, Inc.	9,770		150,067
First Industrial Realty Trust, Inc.	1,941		53,319
Highwoods Properties, Inc. (SBI)	4,392		137,997
LaSalle Hotel Properties (SBI)	5,221		131,204
Lexington Corporate Properties Trust	8,043		109,626
Mission West Properties, Inc.	2,117		23,202
National Retail Properties, Inc.	6,398		133,718
Nationwide Health Properties, Inc.	3,217		101,303
NorthStar Realty Finance Corp.	17,683		147,123
Omega Healthcare Investors, Inc.	5,889		98,052
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
Parkway Properties, Inc.	3,391		$ 114,378
Pennsylvania Real Estate Investment Trust (SBI)	3,210		74,279
PS Business Parks, Inc.	1,285		66,306
Realty Income Corp.	4,414		100,463
Senior Housing Properties Trust (SBI)	638		12,460
Sunstone Hotel Investors, Inc.	9,475		157,285
			1,914,068
Real Estate Management & Development - 0.2%
Tejon Ranch Co. (a)	1,827		65,882
Thrifts & Mortgage Finance - 0.9%
First Niagara Financial Group, Inc.	6,825		87,770
Flushing Financial Corp.	980		18,571
Ocwen Financial Corp. (a)	22,000		102,300
Provident Financial Services, Inc.	6,863		96,151
			304,792
TOTAL FINANCIALS			5,691,223
HEALTH CARE - 12.4%
Biotechnology - 2.9%
Alexion Pharmaceuticals, Inc. (a)	339		24,578
Alnylam Pharmaceuticals, Inc. (a)	6,092		162,839
ARIAD Pharmaceuticals, Inc. (a)	16,331		39,194
Avant Immunotherapeutics, Inc. (a)	2,256		32,847
BioMarin Pharmaceutical, Inc. (a)	2,545		73,754
Cubist Pharmaceuticals, Inc. (a)	3,317		59,242
GTx, Inc. (a)(d)	2,373		34,053
Isis Pharmaceuticals, Inc. (a)	7,498		102,198
Martek Biosciences (a)	2,151		72,510
Momenta Pharmaceuticals, Inc. (a)	3,458		42,533
ONYX Pharmaceuticals, Inc. (a)	757		26,949
OSI Pharmaceuticals, Inc. (a)	2,965		122,514
Regeneron Pharmaceuticals, Inc. (a)	3,429		49,515
Seattle Genetics, Inc. (a)	4,613		39,026
Synta Pharmaceuticals Corp. (a)	6,254		38,149
Targacept, Inc. (a)	3,150		22,901
Theravance, Inc. (a)	1,800		21,366
			964,168
Health Care Equipment & Supplies - 3.2%
CONMED Corp. (a)	2,427		64,437
Cryolife, Inc. (a)	11,080		126,755
Invacare Corp.	5,350		109,354
Inverness Medical Innovations, Inc. (a)	337		11,178
Masimo Corp.	4,163		142,999
Meridian Bioscience, Inc.	3,961		106,630
Merit Medical Systems, Inc. (a)	8,763		128,816
Quidel Corp. (a)	9,021		149,027
	Shares		Value
Somanetics Corp. (a)	5,703		$ 120,904
Steris Corp.	3,471		99,826
			1,059,926
Health Care Providers & Services - 3.8%
AMERIGROUP Corp. (a)	1,381		28,725
AMN Healthcare Services, Inc. (a)	9,581		162,111
AmSurg Corp. (a)	2,857		69,568
Apria Healthcare Group, Inc. (a)	2,860		55,455
Centene Corp. (a)	3,412		57,287
Chemed Corp.	2,318		84,862
Hanger Orthopedic Group, Inc. (a)	3,844		63,388
HealthSouth Corp. (a)(d)	7,689		127,868
Magellan Health Services, Inc. (a)	1,215		44,991
Medcath Corp. (a)	1,514		27,222
Molina Healthcare, Inc. (a)	5,357		130,389
Owens & Minor, Inc.	4,506		205,879
PharMerica Corp. (a)	6,481		146,406
RehabCare Group, Inc. (a)	2,526		40,492
			1,244,643
Life Sciences Tools & Services - 1.1%
Bio-Rad Laboratories, Inc. Class A (a)	478		38,665
Dionex Corp. (a)	1,306		86,679
eResearchTechnology, Inc. (a)	4,920		85,805
Illumina, Inc. (a)	723		62,981
Kendle International, Inc. (a)	790		28,701
Varian, Inc. (a)	1,325		67,655
			370,486
Pharmaceuticals - 1.4%
Adolor Corp. (a)	7,772		42,591
Medicis Pharmaceutical Corp. Class A	4,189		87,047
Pain Therapeutics, Inc. (a)	7,000		55,300
Perrigo Co.	4,099		130,225
Sciele Pharma, Inc.	3,630		70,241
ViroPharma, Inc. (a)	6,494		71,824
XenoPort, Inc. (a)	200		7,806
			465,034
TOTAL HEALTH CARE			4,104,257
INDUSTRIALS - 16.3%
Aerospace & Defense - 2.0%
Ceradyne, Inc. (a)	464		15,915
Cubic Corp.	3,968		88,407
Curtiss-Wright Corp.	769		34,405
Esterline Technologies Corp. (a)	3,298		162,459
Hexcel Corp. (a)	4,663		89,996
Teledyne Technologies, Inc. (a)	2,665		130,025
TransDigm Group, Inc. (a)	3,863		129,758
			650,965
Air Freight & Logistics - 1.0%
Atlas Air Worldwide Holdings, Inc. (a)	2,150		106,339
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Air Freight & Logistics - continued
Hub Group, Inc. Class A (a)	3,844		$ 131,196
Pacer International, Inc.	4,439		95,483
			333,018
Airlines - 0.2%
SkyWest, Inc.	4,677		59,164
Building Products - 0.9%
Gibraltar Industries, Inc.	7,556		120,669
Insteel Industries, Inc.	8,756		160,322
			280,991
Commercial Services & Supplies - 3.7%
Administaff, Inc.	1,404		39,158
Cenveo, Inc. (a)	13,938		136,174
Comfort Systems USA, Inc.	9,491		127,559
CoStar Group, Inc. (a)	1,784		79,299
Deluxe Corp.	4,754		84,716
Heidrick & Struggles International, Inc.	1,899		52,488
Interface, Inc. Class A	5,655		70,857
Korn/Ferry International (a)	2,264		35,613
MPS Group, Inc. (a)	11,025		117,196
Navigant Consulting, Inc. (a)	8,129		159,003
On Assignment, Inc. (a)	15,650		125,513
Waste Connections, Inc. (a)	761		24,299
Watson Wyatt Worldwide, Inc. Class A	3,243		171,522
			1,223,397
Construction & Engineering - 1.2%
EMCOR Group, Inc. (a)	5,538		157,999
MasTec, Inc. (a)	7,999		85,269
Perini Corp. (a)	4,663		154,112
			397,380
Electrical Equipment - 3.0%
Acuity Brands, Inc.	2,190		105,295
Belden, Inc.	2,687		91,036
Brady Corp. Class A	4,626		159,736
Encore Wire Corp.	2,549		54,013
GrafTech International Ltd. (a)	7,898		211,892
II-VI, Inc. (a)	3,493		121,976
Regal-Beloit Corp.	1,680		70,980
Woodward Governor Co.	5,118		182,508
			997,436
Industrial Conglomerates - 0.2%
Walter Industries, Inc.	716		77,879
Machinery - 3.1%
Actuant Corp. Class A	4,173		130,824
Bucyrus International, Inc. Class A	630		46,003
CIRCOR International, Inc.	3,248		159,120
Columbus McKinnon Corp. (NY Shares) (a)	4,501		108,384
Gorman-Rupp Co.	772		30,756
	Shares		Value
Graham Corp.	799		$ 59,214
Middleby Corp. (a)(d)	1,360		59,718
Robbins & Myers, Inc.	3,431		171,104
Valmont Industries, Inc.	538		56,108
Wabtec Corp.	4,080		198,370
			1,019,601
Road & Rail - 0.3%
Arkansas Best Corp.	3,106		113,804
Trading Companies & Distributors - 0.7%
Applied Industrial Technologies, Inc.	3,090		74,685
Beacon Roofing Supply, Inc. (a)	13,018		138,121
			212,806
TOTAL INDUSTRIALS			5,366,441
INFORMATION TECHNOLOGY - 17.2%
Communications Equipment - 2.5%
3Com Corp. (a)	45,733		96,954
BigBand Networks, Inc. (a)	17,705		83,745
Blue Coat Systems, Inc. (a)	5,741		81,006
Emulex Corp. (a)	10,894		126,915
Foundry Networks, Inc. (a)	6,626		78,319
NETGEAR, Inc. (a)	2,161		29,951
Polycom, Inc. (a)	5,454		132,859
Powerwave Technologies, Inc. (a)	5,108		21,709
Tekelec (a)	9,903		145,673
ViaSat, Inc. (a)	1,100		22,231
			819,362
Computers & Peripherals - 1.2%
Electronics for Imaging, Inc. (a)	9,423		137,576
Intevac, Inc. (a)	2,045		23,068
Novatel Wireless, Inc. (a)	8,840		98,389
Rackable Systems, Inc. (a)	11,007		147,494
			406,527
Electronic Equipment & Instruments - 1.7%
Checkpoint Systems, Inc. (a)	6,342		132,421
CTS Corp.	7,618		76,561
FLIR Systems, Inc. (a)	2,051		83,209
Littelfuse, Inc. (a)	846		26,691
Park Electrochemical Corp.	3,538		86,009
Sanmina-SCI Corp. (a)	29,203		37,380
Technitrol, Inc.	3,693		62,744
TTM Technologies, Inc. (a)	5,077		67,067
			572,082
Internet Software & Services - 2.3%
EarthLink, Inc. (a)	14,961		129,413
Greenfield Online, Inc. (a)	7,211		107,588
InfoSpace, Inc.	11,332		94,396
Interwoven, Inc. (a)	6,635		79,686
j2 Global Communications, Inc. (a)	959		22,057
LoopNet, Inc. (a)(d)	6,758		76,365
NIC, Inc.	2,321		15,852
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
SonicWALL, Inc. (a)	6,903		$ 44,524
United Online, Inc.	9,913		99,427
ValueClick, Inc. (a)	2,097		31,770
Vignette Corp. (a)	4,944		59,328
			760,406
IT Services - 0.7%
Global Cash Access Holdings, Inc. (a)	2,730		18,728
Maximus, Inc.	1,836		63,930
SAIC, Inc. (a)	4,381		91,169
Sapient Corp. (a)	7,526		48,317
			222,144
Semiconductors & Semiconductor Equipment - 4.1%
Advanced Energy Industries, Inc. (a)	2,737		37,497
Amkor Technology, Inc. (a)	16,695		173,795
Atheros Communications, Inc. (a)	6,082		182,460
Cymer, Inc. (a)	1,526		41,019
Lattice Semiconductor Corp. (a)	17,554		54,944
MKS Instruments, Inc. (a)	4,464		97,762
ON Semiconductor Corp. (a)	5,073		46,519
PMC-Sierra, Inc. (a)	4,592		35,129
Silicon Image, Inc. (a)	19,774		143,362
Skyworks Solutions, Inc. (a)	16,011		158,029
TriQuint Semiconductor, Inc. (a)	22,945		139,047
Ultratech, Inc. (a)	846		13,130
Veeco Instruments, Inc. (a)	8,258		132,789
Zoran Corp. (a)	7,629		89,259
			1,344,741
Software - 4.7%
Ansoft Corp. (a)	2,478		90,199
Ansys, Inc. (a)	2,094		98,669
Aspen Technology, Inc. (a)	9,238		122,865
Bottomline Technologies, Inc. (a)	4,780		46,509
Jack Henry & Associates, Inc.	5,370		116,207
JDA Software Group, Inc. (a)	8,691		157,307
Macrovision Solutions Corp. (a)	3,446		51,552
Manhattan Associates, Inc. (a)	2,763		65,566
MICROS Systems, Inc. (a)	2,394		72,993
MicroStrategy, Inc. Class A (a)	550		35,613
Net 1 UEPS Technologies, Inc. (a)	1,487		36,134
Nuance Communications, Inc. (a)	2,907		45,553
Quest Software, Inc. (a)	2,763		40,920
Secure Computing Corp. (a)	9,473		39,218
Solera Holdings, Inc.	6,355		175,779
SPSS, Inc. (a)	3,570		129,841
Sybase, Inc. (a)	6,085		179,021
TIBCO Software, Inc. (a)	4,073		31,158
			1,535,104
TOTAL INFORMATION TECHNOLOGY			5,660,366
	Shares		Value
MATERIALS - 4.9%
Chemicals - 1.9%
CF Industries Holdings, Inc.	415		$ 63,412
H.B. Fuller Co.	7,563		169,714
Hercules, Inc.	5,026		85,090
Innophos Holdings, Inc.	3,443		110,004
Innospec, Inc.	4,442		83,598
Terra Industries, Inc.	2,107		103,980
			615,798
Containers & Packaging - 1.1%
Aptargroup, Inc.	2,260		94,807
Greif, Inc. Class A	548		35,088
Rock-Tenn Co. Class A	3,045		91,320
Silgan Holdings, Inc.	2,916		147,958
			369,173
Metals & Mining - 0.8%
Universal Stainless & Alloy Products, Inc. (a)	3,675		136,122
Worthington Industries, Inc. (d)	7,205		147,703
			283,825
Paper & Forest Products - 1.1%
Buckeye Technologies, Inc. (a)	12,714		107,560
Glatfelter	11,026		148,961
Mercer International, Inc. (SBI) (a)	13,060		97,689
			354,210
TOTAL MATERIALS			1,623,006
TELECOMMUNICATION SERVICES - 1.9%
Diversified Telecommunication Services - 1.5%
Cincinnati Bell, Inc. (a)	40,235		160,135
Consolidated Communications Holdings, Inc.	3,258		48,512
Iowa Telecommunication Services, Inc.	8,642		152,186
NTELOS Holdings Corp.	5,271		133,725
			494,558
Wireless Telecommunication Services - 0.4%
Syniverse Holdings, Inc. (a)	8,956		145,087
TOTAL TELECOMMUNICATION SERVICES			639,645
UTILITIES - 2.8%
Electric Utilities - 0.9%
Central Vermont Public Service Corp.	1,500		29,055
El Paso Electric Co. (a)	6,126		121,295
Portland General Electric Co.	5,278		118,861
Westar Energy, Inc.	1,931		41,536
			310,747
Gas Utilities - 1.0%
New Jersey Resources Corp.	1,818		59,358
Northwest Natural Gas Co.	1,998		92,427
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Gas Utilities - continued
Southwest Gas Corp.	1,335		$ 39,690
WGL Holdings, Inc.	3,897		135,382
			326,857
Independent Power Producers & Energy Traders - 0.2%
Black Hills Corp.	1,600		51,296
Multi-Utilities - 0.4%
Aquila, Inc. (a)	12,000		45,240
Avista Corp.	4,057		87,063
			132,303
Water Utilities - 0.3%
American States Water Co.	2,775		96,959
TOTAL UTILITIES			918,162
TOTAL COMMON STOCKS (Cost $33,927,020)		32,598,857
Investment Companies - 0.1%
iShares Russell 2000 Index ETF (Cost $44,683)	625		43,144

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 1.72% 9/25/08 (e) (Cost $29,877)	$ 30,000	29,876

Money Market Funds - 5.8%
	Shares		Value
Fidelity Cash Central Fund, 2.38% (b)	333,992		$ 333,992
Fidelity Securities Lending Cash Central Fund, 2.39% (b)(c)	1,563,571		1,563,571
TOTAL MONEY MARKET FUNDS (Cost $1,897,563)		1,897,563
TOTAL INVESTMENT PORTFOLIO - 104.9% (Cost $35,899,143)			34,569,440
NET OTHER ASSETS - (4.9)%			(1,603,239)
NET ASSETS - 100%		$ 32,966,201

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
5 CME E-mini Russell 2000 Index Contracts	Sept. 2008	$ 345,874	$ (2,685)

The face value of futures purchased as a percentage of net assets - 1.0%

Security Type Abbreviations
ETF	-	Exchange-Traded Fund

Legend

(a) Non-income producing

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

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $29,876.

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 8,391
Fidelity Securities Lending Cash Central Fund	35,531
Total	$ 43,922

Other Information

The following is a summary of the inputs used, as of June 30, 2008, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

#Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 34,569,440	$ 34,539,564	$ 29,876	$ -
Other Financial Instruments*	$ (2,685)	$ (2,685)	$ -	$ -

*Other financial instruments include Futures Contracts.

Income Tax Information

The Fund intends to elect to defer to its fiscal year ending December 31, 2008 approximately $1,049,146 of losses recognized during the period November 1, 2007 to December 31, 2007.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2008 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $1,488,074) - See accompanying schedule: Unaffiliated issuers (cost $34,001,580)	$ 32,671,877
Fidelity Central Funds (cost $1,897,563)	1,897,563
Total Investments (cost $35,899,143)		$ 34,569,440
Cash		44,683
Receivable for investments sold		7,747,888
Receivable for fund shares sold		10,850
Dividends receivable		48,833
Distributions receivable from Fidelity Central Funds		5,355
Prepaid expenses		62
Total assets		42,427,111
Liabilities
Payable for investments purchased	$ 7,793,795
Payable for fund shares redeemed	27,655
Accrued management fee	21,814
Distribution fees payable	874
Payable for daily variation on futures contracts	20,875
Other affiliated payables	4,754
Other payables and accrued expenses	27,572
Collateral on securities loaned, at value	1,563,571
Total liabilities		9,460,910
Net Assets		$ 32,966,201
Net Assets consist of:
Paid in capital		$ 36,949,959
Undistributed net investment income		78,139
Accumulated undistributed net realized gain (loss) on investments		(2,729,509)
Net unrealized appreciation (depreciation) on investments		(1,332,388)
Net Assets		$ 32,966,201

Statement of Assets and Liabilities - continued

	June 30, 2008 (Unaudited)
Initial Class: Net Asset Value, offering price and redemption price per share ($8,040,746 ÷ 798,076 shares)		$ 10.08
Service Class: Net Asset Value, offering price and redemption price per share ($1,205,519 ÷ 119,776 shares)		$ 10.06
Service Class 2: Net Asset Value, offering price and redemption price per share ($3,451,637 ÷ 343,735 shares)		$ 10.04
Investor Class: Net Asset Value, offering price and redemption price per share ($20,268,299 ÷ 2,016,672 shares)		$ 10.05

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2008 (Unaudited)
Investment Income
Dividends		$ 223,083
Interest		747
Income from Fidelity Central Funds (including $35,531 from security lending)		43,922
Total income		267,752
Expenses
Management fee	$ 128,622
Transfer agent fees	26,213
Distribution fees	5,303
Accounting and security lending fees	7,153
Custodian fees and expenses	5,072
Independent trustees' compensation	79
Audit	21,962
Legal	52
Miscellaneous	3,348
Total expenses before reductions	197,804
Expense reductions	(1,740)	196,064
Net investment income (loss)		71,688
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(1,465,833)
Futures contracts	(186,527)
Total net realized gain (loss)		(1,652,360)
Change in net unrealized appreciation (depreciation) on: Investment securities	(2,234,203)
Futures contracts	(9,062)
Total change in net unrealized appreciation (depreciation)		(2,243,265)
Net gain (loss)		(3,895,625)
Net increase (decrease) in net assets resulting from operations		$ (3,823,937)

Statement of Changes in Net Assets

	Six months ended June 30, 2008 (Unaudited)	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 71,688	$ 145,706
Net realized gain (loss)	(1,652,360)	(882,461)
Change in net unrealized appreciation (depreciation)	(2,243,265)	(809,151)
Net increase (decrease) in net assets resulting from operations	(3,823,937)	(1,545,906)
Distributions to shareholders from net investment income	-	(178,882)
Distributions to shareholders from net realized gain	-	(211,153)
Total distributions	-	(390,035)
Share transactions - net increase (decrease)	(2,304,049)	16,167,023
Total increase (decrease) in net assets	(6,127,986)	14,231,082
Net Assets
Beginning of period	39,094,187	24,863,105
End of period (including undistributed net investment income of $78,139 and undistributed net investment income of $6,451, respectively)	$ 32,966,201	$ 39,094,187

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005 H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.17	$ 11.56	$ 9.94	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.02	.05	.04	- J
Net realized and unrealized gain (loss)	(1.11)	(.32)	1.60	(.06)
Total from investment operations	(1.09)	(.27)	1.64	(.06)
Distributions from net investment income	-	(.06)	(.02)	-
Distributions from net realized gain	-	(.07)	-	-
Total distributions	-	(.12) K	(.02)	-
Net asset value, end of period	$ 10.08	$ 11.17	$ 11.56	$ 9.94
Total Return B, C, D	(9.76)%	(2.33)%	16.51%	(.60)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.02% A	1.01%	1.30%	42.86% A
Expenses net of fee waivers, if any	1.00% A	1.00%	1.00%	1.00% A
Expenses net of all reductions	1.00% A	1.00%	.98%	1.00% A
Net investment income (loss)	.47% A	.45%	.34%	2.50% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 8,041	$ 11,668	$ 10,119	$ 1,242
Portfolio turnover rate G	111% A	113%	47%	0%

^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower had certain expenses not been reduced during the periods shown. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H For the period December 27, 2005 (commencement of operations) to December 31, 2005. ^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^J Amount represents less than $.01 per share. ^K Total distributions of $.12 per share is comprised of distributions from net investment income of $.059 and distributions from net realized gain of $.065 per share.

Financial Highlights - Service Class

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005 H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.17	$ 11.56	$ 9.94	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.02	.04	.03	- J
Net realized and unrealized gain (loss)	(1.13)	(.31)	1.60	(.06)
Total from investment operations	(1.11)	(.27)	1.63	(.06)
Distributions from net investment income	-	(.05)	(.01)	-
Distributions from net realized gain	-	(.07)	-	-
Total distributions	-	(.12) K	(.01)	-
Net asset value, end of period	$ 10.06	$ 11.17	$ 11.56	$ 9.94
Total Return B, C, D	(9.94)%	(2.40)%	16.40%	(.60)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.08% A	1.09%	1.54%	42.96% A
Expenses net of fee waivers, if any	1.08% A	1.09%	1.10%	1.10% A
Expenses net of all reductions	1.08% A	1.08%	1.08%	1.10% A
Net investment income (loss)	.39% A	.37%	.24%	2.40% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,206	$ 1,411	$ 1,446	$ 1,242
Portfolio turnover rate G	111% A	113%	47%	0%

^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower had certain expenses not been reduced during the periods shown. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H For the period December 27, 2005 (commencement of operations) to December 31, 2005. ^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^J Amount represents less than $.01 per share. ^K Total distributions of $.12 per share is comprised of distributions from net investment income of $.051 and distributions from net realized gain of $.065 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005 H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.15	$ 11.55	$ 9.94	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.01	.02	.01	- J
Net realized and unrealized gain (loss)	(1.12)	(.32)	1.61	(.06)
Total from investment operations	(1.11)	(.30)	1.62	(.06)
Distributions from net investment income	-	(.04)	(.01)	-
Distributions from net realized gain	-	(.07)	-	-
Total distributions	-	(.10) K	(.01)	-
Net asset value, end of period	$ 10.04	$ 11.15	$ 11.55	$ 9.94
Total Return B, C, D	(9.96)%	(2.60)%	16.25%	(.60)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.29% A	1.24%	1.69%	43.12% A
Expenses net of fee waivers, if any	1.25% A	1.24%	1.25%	1.25% A
Expenses net of all reductions	1.25% A	1.24%	1.23%	1.25% A
Net investment income (loss)	.22% A	.21%	.09%	2.25% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,452	$ 4,143	$ 1,444	$ 1,242
Portfolio turnover rate G	111% A	113%	47%	0%

^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower had certain expenses not been reduced during the periods shown. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H For the period December 27, 2005 (commencement of operations) to December 31, 2005. ^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^J Amount represents less than $.01 per share ^K Total distributions of $.10 per share is comprised of distributions from net investment income of $.038 and distributions from net realized gain of $.065 per share.

Financial Highlights - Investor Class

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005 H
Selected Per-Share Data
Net asset value, beginning of period	$ 11.15	$ 11.55	$ 9.94	$ 10.00
Income from Investment Operations
Net investment income (loss) E	.02	.04	.02	- J
Net realized and unrealized gain (loss)	(1.12)	(.32)	1.61	(.06)
Total from investment operations	(1.10)	(.28)	1.63	(.06)
Distributions from net investment income	-	(.05)	(.02)	-
Distributions from net realized gain	-	(.07)	-	-
Total distributions	-	(.12) K	(.02)	-
Net asset value, end of period	$ 10.05	$ 11.15	$ 11.55	$ 9.94
Total Return B, C, D	(9.87)%	(2.50)%	16.40%	(.60)%
Ratios to Average Net Assets F, I
Expenses before reductions	1.08% A	1.10%	1.41%	43.46% A
Expenses net of fee waivers, if any	1.08% A	1.10%	1.15%	1.15% A
Expenses net of all reductions	1.08% A	1.10%	1.13%	1.15% A
Net investment income (loss)	.39% A	.35%	.19%	2.35% A
Supplemental Data
Net assets, end of period (000 omitted)	$ 20,268	$ 21,872	$ 11,853	$ 1,242
Portfolio turnover rate G	111% A	113%	47%	0%

^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. ^D Total returns would have been lower had certain expenses not been reduced during the periods shown. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H For the period December 27, 2005 (commencement of operations) to December 31, 2005. ^I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^J Amount represents less than $.01 per share. ^K Total distributions of $.12 per share is comprised of distributions from net investment income of $.05 and distributions from net realized gain of $.065 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2008 (Unaudited)

1. Organization.

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

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

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

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund is subject to the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1	Quoted prices in active markets for identical securities.
Level 2	Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3	Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

The aggregate value by input level, as of June 30, 2008, for the Fund's investments is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 pm Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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

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

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

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

Book-tax differences are primarily due to futures transactions, partnerships, losses deferred due to futures, excise tax regulations and losses deferred due to wash sales.

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

Unrealized appreciation	$ 2,795,687
Unrealized depreciation	(4,155,786)
Net unrealized appreciation (depreciation)	(1,360,099)
Cost for federal income tax purposes	$ 35,929,539

New Accounting Pronouncement. In March 2008, Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161), was issued and is effective for fiscal years beginning after November 15, 2008. SFAS 161 requires enhanced disclosures to provide information about the reasons the Fund invests in derivative instruments, the accounting treatment and the effect derivatives have on financial performance. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Fund's financial statement disclosures.

4. Operating Policies.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Operating Policies - continued

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $19,874,675 and $21,036,993, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .71% of the Fund's average net assets.

Sub-Adviser. Geode Capital Management, LLC (Geode®), serves as sub-adviser for the Fund. Geode provides discretionary investment advisory services to the Fund and is paid by FMR for providing these services.

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

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

Service Class	$ 654
Service Class 2	4,649
	$ 5,303

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a transfer agent fee, excluding out of pocket expenses, equal to an annual rate of .07% of average net assets. Investor Class pays a monthly asset-based transfer agent fee of .15% of average net assets. Prior to February 1, 2008, Investor Class paid a monthly asset-based transfer agent fee of .18% of average net assets. The total transfer agent fees paid by each class to FIIOC, including out of pocket expenses, were as follows:

Initial Class	$ 5,019
Service Class	431
Service Class 2	2,398
Investor Class	18,365
	$ 26,213

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

Semiannual Report

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $38 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

9. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement from adviser
Initial Class	1.00%	$ 798
Service Class 2	1.25%	790
		$ 1,588

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $152.

10. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 92% of the total outstanding shares of the Fund.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2008	Year ended December 31, 2007
From net investment income
Initial Class	$ -	$ 60,095
Service Class	-	6,389
Service Class 2	-	14,067
Investor Class	-	98,331
Total	$ -	$ 178,882

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

11. Distributions to Shareholders - continued

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2008	Year ended December 31, 2007
From net realized gain
Initial Class	$ -	$ 65,982
Service Class	-	8,140
Service Class 2	-	20,385
Investor Class	-	116,646
Total	$ -	$ 211,153

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2008	Year ended December 31, 2007	Six months ended June 30, 2008	Year ended December 31, 2007
Initial Class
Shares sold	138,854	754,068	$ 1,438,628	$ 8,951,537
Reinvestment of distributions	-	10,950	-	126,077
Shares redeemed	(385,016)	(595,812)	(3,928,849)	(7,176,328)
Net increase (decrease)	(246,162)	169,206	$ (2,490,221)	$ 1,901,286
Service Class
Shares sold	-	-	$ -	$ -
Reinvestment of distributions	-	1,263	-	14,529
Shares redeemed	(6,601)	-	(67,198)	-
Net increase (decrease)	(6,601)	1,263	$ (67,198)	$ 14,529
Service Class 2
Shares sold	38,343	355,213	$ 394,648	$ 4,361,030
Reinvestment of distributions	-	3,006	-	34,452
Shares redeemed	(66,165)	(111,722)	(685,819)	(1,349,899)
Net increase (decrease)	(27,822)	246,497	$ (291,171)	$ 3,045,583
Investor Class
Shares sold	324,990	1,336,558	$ 3,308,039	$ 15,970,668
Reinvestment of distributions	-	18,739	-	214,977
Shares redeemed	(269,632)	(420,620)	(2,763,498)	(4,980,020)
Net increase (decrease)	55,358	934,677	$ 544,541	$ 11,205,625

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on May 14, 2008. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1
To elect a Board of Trustees.A
	# of Votes	% of Votes
James C. Curvey
Affirmative	754,396,118.13	95.721
Withheld	33,724,400.40	4.279
TOTAL	788,120,518.53	100.000
Dennis J. Dirks
Affirmative	755,765,958.75	95.895
Withheld	32,354,559.78	4.105
TOTAL	788,120,518.53	100.000
Edward C. Johnson 3d
Affirmative	753,714,712.60	95.634
Withheld	34,405,805.93	4.366
TOTAL	788,120,518.53	100.000
Alan J. Lacy
Affirmative	755,539,784.95	95.866
Withheld	32,580,733.58	4.134
TOTAL	788,120,518.53	100.000
Ned C. Lautenbach
Affirmative	755,270,925.90	95.832
Withheld	32,849,592.63	4.168
TOTAL	788,120,518.53	100.000
Joseph Mauriello
Affirmative	755,673,213.30	95.883
Withheld	32,447,305.23	4.117
TOTAL	788,120,518.53	100.000
Cornelia M. Small
Affirmative	755,628,126.83	95.877
Withheld	32,492,391.70	4.123
TOTAL	788,120,518.53	100.000
William S. Stavropoulos
Affirmative	754,899,686.63	95.785
Withheld	33,220,831.90	4.215
TOTAL	788,120,518.53	100.000
David M. Thomas
Affirmative	755,655,877.24	95.881
Withheld	32,464,641.29	4.119
TOTAL	788,120,518.53	100.000
Michael E. Wiley
Affirmative	755,513,012.38	95.863
Withheld	32,607,506.15	4.137
TOTAL	788,120,518.53	100.000
PROPOSAL 2
To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.A
	# of Votes	% of Votes
Affirmative	637,916,630.61	80.942
Against	98,488,476.51	12.496
Abstain	51,715,411.41	6.562
TOTAL	788,120,518.53	100.000

^A Denotes trust-wide proposal and voting results.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

Geode Capital Management, LLC

FMR Co., Inc.

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

The Northern Trust Company

VDSC-SANN-0808
1.821007.102

Fidelity® Variable Insurance Products:

Index 500 Portfolio

Semiannual Report

June 30, 2008
(2_fidelity_logos) (Registered_Trademark)

Contents

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

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

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

Geode is a registered trademark of Geode Capital Management, LLC.

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 LLC or an affiliated company.

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2008 to June 30, 2008).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	Beginning Account Value January 1, 2008	Ending Account Value June 30, 2008	Expenses Paid During Period* January 1, 2008 to June 30, 2008
Initial Class
Actual	$ 1,000.00	$ 880.50	$ .47
Hypothetical A	$ 1,000.00	$ 1,024.37	$ .50
Service Class
Actual	$ 1,000.00	$ 880.10	$ .93
Hypothetical A	$ 1,000.00	$ 1,023.87	$ 1.01
Service Class 2
Actual	$ 1,000.00	$ 879.40	$ 1.64
Hypothetical A	$ 1,000.00	$ 1,023.12	$ 1.76

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

	Annualized Expense Ratio
Initial Class	.10%
Service Class	.20%
Service Class 2	.35%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	4.0	3.9
General Electric Co.	2.3	2.9
Microsoft Corp.	1.9	2.2
Chevron Corp.	1.8	1.5
AT&T, Inc.	1.7	1.9
Procter & Gamble Co.	1.6	1.7
Johnson & Johnson	1.6	1.5
International Business Machines Corp.	1.4	1.2
Apple, Inc.	1.3	1.3
ConocoPhillips	1.3	1.1
	18.9
Market Sectors as of June 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	16.0	16.5
Energy	15.8	12.6
Financials	13.8	17.3
Health Care	11.6	11.8
Industrials	10.8	11.3
Consumer Staples	10.5	10.1
Consumer Discretionary	7.9	8.3
Utilities	3.9	3.5
Materials	3.8	3.3
Telecommunication Services	3.2	3.6
Asset Allocation
To match the Standard & Poor's 500 Index®, the VIP Index 500 portfolio seeks 100% investment exposure to stocks at all times.

Semiannual Report

Investments June 30, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.3%
	Shares		Value
CONSUMER DISCRETIONARY - 7.9%
Auto Components - 0.2%
Johnson Controls, Inc.	128,450		$ 3,683,946
The Goodyear Tire & Rubber Co. (a)	52,072		928,444
			4,612,390
Automobiles - 0.2%
Ford Motor Co. (a)(d)	485,296		2,334,274
General Motors Corp. (d)	122,548		1,409,302
Harley-Davidson, Inc.	51,204		1,856,657
			5,600,233
Distributors - 0.1%
Genuine Parts Co.	35,460		1,407,053
Diversified Consumer Services - 0.1%
Apollo Group, Inc. Class A (non-vtg.) (a)	29,868		1,321,958
H&R Block, Inc.	70,429		1,507,181
			2,829,139
Hotels, Restaurants & Leisure - 1.2%
Carnival Corp. unit	94,542		3,116,104
Darden Restaurants, Inc.	30,314		968,229
International Game Technology	67,015		1,674,035
Marriott International, Inc. Class A	65,047		1,706,833
McDonald's Corp.	245,359		13,794,083
Starbucks Corp. (a)	157,580		2,480,309
Starwood Hotels & Resorts Worldwide, Inc.	40,411		1,619,269
Wendy's International, Inc.	18,972		516,418
Wyndham Worldwide Corp.	38,286		685,702
Yum! Brands, Inc.	102,542		3,598,199
			30,159,181
Household Durables - 0.4%
Black & Decker Corp.	13,233		761,030
Centex Corp.	26,729		357,367
D.R. Horton, Inc.	59,483		645,391
Fortune Brands, Inc.	33,267		2,076,193
Harman International Industries, Inc.	12,593		521,224
KB Home	16,675		282,308
Leggett & Platt, Inc.	36,003		603,770
Lennar Corp. Class A (d)	30,271		373,544
Newell Rubbermaid, Inc.	59,936		1,006,325
Pulte Homes, Inc.	46,240		445,291
Snap-On, Inc.	12,478		648,981
The Stanley Works	16,967		760,631
Whirlpool Corp.	16,261		1,003,792
			9,485,847
Internet & Catalog Retail - 0.3%
Amazon.com, Inc. (a)	66,903		4,905,997
Expedia, Inc. (a)	45,232		831,364
IAC/InterActiveCorp (a)	39,224		756,239
			6,493,600
Leisure Equipment & Products - 0.1%
Eastman Kodak Co. (d)	62,386		900,230
	Shares		Value
Hasbro, Inc.	30,009		$ 1,071,921
Mattel, Inc.	78,340		1,341,181
			3,313,332
Media - 2.8%
CBS Corp. Class B	147,411		2,873,040
Clear Channel Communications, Inc.	107,770		3,793,504
Comcast Corp. Class A	640,913		12,158,120
E.W. Scripps Co. Class A (f)	19,429		807,081
Gannett Co., Inc.	49,501		1,072,687
Interpublic Group of Companies, Inc. (a)	102,156		878,542
McGraw-Hill Companies, Inc.	69,548		2,790,266
Meredith Corp. (d)	8,012		226,659
News Corp. Class A	498,493		7,497,335
Omnicom Group, Inc.	69,332		3,111,620
The DIRECTV Group, Inc. (a)	153,776		3,984,336
The New York Times Co. Class A (d)	31,122		478,968
The Walt Disney Co.	412,390		12,866,568
Time Warner, Inc.	774,555		11,463,414
Viacom, Inc. Class B (non-vtg.) (a)	136,968		4,183,003
Washington Post Co. Class B	1,258		738,320
			68,923,463
Multiline Retail - 0.7%
Big Lots, Inc. (a)	17,669		551,980
Dillard's, Inc. Class A (d)	12,384		143,283
Family Dollar Stores, Inc.	30,238		602,946
JCPenney Co., Inc.	48,062		1,744,170
Kohl's Corp. (a)	66,392		2,658,336
Macy's, Inc.	91,015		1,767,511
Nordstrom, Inc.	38,029		1,152,279
Sears Holdings Corp. (a)(d)	15,145		1,115,581
Target Corp.	168,512		7,834,123
			17,570,209
Specialty Retail - 1.4%
Abercrombie & Fitch Co. Class A	18,813		1,179,199
AutoNation, Inc. (a)	28,984		290,420
AutoZone, Inc. (a)	9,306		1,126,119
Bed Bath & Beyond, Inc. (a)	56,045		1,574,865
Best Buy Co., Inc.	74,874		2,965,010
Gamestop Corp. Class A (a)	35,003		1,414,121
Gap, Inc.	97,158		1,619,624
Home Depot, Inc.	367,331		8,602,892
Limited Brands, Inc.	64,828		1,092,352
Lowe's Companies, Inc.	316,843		6,574,492
Office Depot, Inc. (a)	59,115		646,718
RadioShack Corp.	28,398		348,443
Sherwin-Williams Co.	21,397		982,764
Staples, Inc.	151,978		3,609,478
Tiffany & Co., Inc.	27,268		1,111,171
TJX Companies, Inc.	91,929		2,893,006
			36,030,674
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - 0.4%
Coach, Inc. (a)	73,876		$ 2,133,539
Jones Apparel Group, Inc.	18,744		257,730
Liz Claiborne, Inc. (d)	20,517		290,316
NIKE, Inc. Class B	82,121		4,895,233
Polo Ralph Lauren Corp. Class A	12,481		783,557
VF Corp.	18,897		1,345,088
			9,705,463
TOTAL CONSUMER DISCRETIONARY			196,130,584
CONSUMER STAPLES - 10.5%
Beverages - 2.4%
Anheuser-Busch Companies, Inc.	154,350		9,588,222
Brown-Forman Corp. Class B (non-vtg.)	18,256		1,379,606
Coca-Cola Enterprises, Inc.	62,269		1,077,254
Constellation Brands, Inc. Class A (sub. vtg.) (a)	42,294		839,959
Molson Coors Brewing Co. Class B	30,293		1,645,819
Pepsi Bottling Group, Inc.	29,304		818,168
PepsiCo, Inc.	343,319		21,831,655
The Coca-Cola Co.	432,397		22,475,996
			59,656,679
Food & Staples Retailing - 2.7%
Costco Wholesale Corp.	93,781		6,577,799
CVS Caremark Corp.	309,399		12,242,918
Kroger Co.	143,208		4,134,415
Safeway, Inc.	94,808		2,706,768
SUPERVALU, Inc.	45,950		1,419,396
Sysco Corp.	130,012		3,576,630
Wal-Mart Stores, Inc.	503,650		28,305,130
Walgreen Co.	214,391		6,969,851
Whole Foods Market, Inc.	30,349		718,968
			66,651,875
Food Products - 1.5%
Archer Daniels Midland Co.	139,381		4,704,109
Campbell Soup Co.	46,643		1,560,675
ConAgra Foods, Inc.	105,549		2,034,985
Dean Foods Co. (a)	32,889		645,282
General Mills, Inc.	72,521		4,407,101
H.J. Heinz Co.	68,216		3,264,136
Hershey Co.	36,368		1,192,143
Kellogg Co.	54,939		2,638,171
Kraft Foods, Inc. Class A	328,155		9,336,010
McCormick & Co., Inc. (non-vtg.)	27,748		989,494
Sara Lee Corp.	152,884		1,872,829
Tyson Foods, Inc. Class A	59,184		884,209
Wm. Wrigley Jr. Co.	46,471		3,614,514
			37,143,658
Household Products - 2.2%
Clorox Co.	29,837		1,557,491
	Shares		Value
Colgate-Palmolive Co.	109,919		$ 7,595,403
Kimberly-Clark Corp.	90,573		5,414,454
Procter & Gamble Co.	660,839		40,185,620
			54,752,968
Personal Products - 0.2%
Avon Products, Inc.	92,375		3,327,348
Estee Lauder Companies, Inc. Class A	24,758		1,150,009
			4,477,357
Tobacco - 1.5%
Altria Group, Inc.	453,332		9,320,506
Lorillard, Inc. (a)	37,647		2,603,667
Philip Morris International, Inc.	456,575		22,550,239
Reynolds American, Inc.	37,076		1,730,337
UST, Inc.	32,000		1,747,520
			37,952,269
TOTAL CONSUMER STAPLES			260,634,806
ENERGY - 15.8%
Energy Equipment & Services - 3.6%
Baker Hughes, Inc.	66,673		5,823,220
BJ Services Co.	63,611		2,031,735
Cameron International Corp. (a)	46,899		2,595,860
ENSCO International, Inc.	31,244		2,522,641
Halliburton Co.	188,831		10,021,261
Nabors Industries Ltd. (a)(d)	60,937		2,999,929
National Oilwell Varco, Inc. (a)	89,868		7,973,089
Noble Corp.	58,175		3,779,048
Rowan Companies, Inc.	24,375		1,139,531
Schlumberger Ltd. (NY Shares)	258,251		27,743,905
Smith International, Inc.	43,485		3,615,343
Transocean, Inc. (a)	69,022		10,518,263
Weatherford International Ltd. (a)	147,101		7,294,739
			88,058,564
Oil, Gas & Consumable Fuels - 12.2%
Anadarko Petroleum Corp.	101,328		7,583,388
Apache Corp.	72,207		10,036,773
Cabot Oil & Gas Corp.	21,162		1,433,302
Chesapeake Energy Corp.	104,105		6,866,766
Chevron Corp.	447,716		44,382,087
ConocoPhillips	333,873		31,514,272
CONSOL Energy, Inc.	39,562		4,445,582
Devon Energy Corp.	96,575		11,604,452
El Paso Corp.	152,023		3,304,980
EOG Resources, Inc.	53,747		7,051,606
Exxon Mobil Corp.	1,143,691		100,793,479
Hess Corp.	60,819		7,674,750
Marathon Oil Corp.	153,239		7,948,507
Massey Energy Co.	17,424		1,633,500
Murphy Oil Corp.	41,123		4,032,110
Noble Energy, Inc.	37,277		3,748,575
Occidental Petroleum Corp.	177,652		15,963,809
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Peabody Energy Corp.	58,770		$ 5,174,699
Range Resources Corp.	33,445		2,191,985
Southwestern Energy Co. (a)	74,020		3,524,092
Spectra Energy Corp.	137,008		3,937,610
Sunoco, Inc. (d)	25,294		1,029,213
Tesoro Corp. (d)	29,812		589,383
Valero Energy Corp.	114,398		4,710,910
Williams Companies, Inc.	126,499		5,099,175
XTO Energy, Inc.	110,548		7,573,643
			303,848,648
TOTAL ENERGY			391,907,212
FINANCIALS - 13.8%
Capital Markets - 2.7%
American Capital Strategies Ltd.	43,919		1,043,955
Ameriprise Financial, Inc.	48,086		1,955,658
Bank of New York Mellon Corp.	247,587		9,366,216
Charles Schwab Corp.	201,008		4,128,704
E*TRADE Financial Corp. (a)(d)	102,398		321,530
Federated Investors, Inc. Class B (non-vtg.)	18,757		645,616
Franklin Resources, Inc.	33,769		3,094,929
Goldman Sachs Group, Inc.	85,328		14,923,867
Janus Capital Group, Inc.	31,714		839,470
Legg Mason, Inc.	30,548		1,330,976
Lehman Brothers Holdings, Inc.	150,794		2,987,229
Merrill Lynch & Co., Inc.	213,282		6,763,172
Morgan Stanley	239,652		8,644,248
Northern Trust Corp.	41,455		2,842,569
State Street Corp.	92,346		5,909,221
T. Rowe Price Group, Inc.	56,214		3,174,405
			67,971,765
Commercial Banks - 2.2%
BB&T Corp.	118,368		2,695,239
Comerica, Inc.	32,575		834,897
Fifth Third Bancorp	124,414		1,266,535
First Horizon National Corp. (d)	40,431		300,402
Huntington Bancshares, Inc.	79,268		457,376
KeyCorp	105,095		1,153,943
M&T Bank Corp. (d)	16,684		1,176,889
Marshall & Ilsley Corp.	56,104		860,074
National City Corp. (d)	164,576		785,028
PNC Financial Services Group, Inc.	74,861		4,274,563
Regions Financial Corp. (d)	150,396		1,640,820
SunTrust Banks, Inc.	76,205		2,760,145
U.S. Bancorp, Delaware	376,758		10,507,781
Wachovia Corp.	462,730		7,186,197
	Shares		Value
Wells Fargo & Co.	714,876		$ 16,978,305
Zions Bancorp	23,280		733,087
			53,611,281
Consumer Finance - 0.6%
American Express Co.	250,746		9,445,602
Capital One Financial Corp.	81,213		3,086,906
Discover Financial Services	103,753		1,366,427
SLM Corp. (a)(d)	101,050		1,955,318
			15,854,253
Diversified Financial Services - 3.3%
Bank of America Corp.	963,835		23,006,741
CIT Group, Inc.	61,175		416,602
Citigroup, Inc.	1,178,425		19,750,403
CME Group, Inc.	11,800		4,521,642
IntercontinentalExchange, Inc. (a)	15,275		1,741,350
JPMorgan Chase & Co.	747,442		25,644,735
Leucadia National Corp.	38,282		1,796,957
Moody's Corp. (d)	43,963		1,514,086
NYSE Euronext	57,361		2,905,908
			81,298,424
Insurance - 3.4%
ACE Ltd.	72,060		3,969,785
AFLAC, Inc.	102,890		6,461,492
Allstate Corp.	119,218		5,435,149
American International Group, Inc.	582,003		15,399,799
Aon Corp.	64,661		2,970,526
Assurant, Inc.	20,729		1,367,285
Cincinnati Financial Corp.	35,318		897,077
Genworth Financial, Inc. Class A (non-vtg.)	93,697		1,668,744
Hartford Financial Services Group, Inc.	68,122		4,398,638
Lincoln National Corp.	56,128		2,543,721
Loews Corp. (d)	78,371		3,675,600
Marsh & McLennan Companies, Inc.	110,735		2,940,014
MBIA, Inc. (d)	45,943		201,690
MetLife, Inc.	153,750		8,113,388
Principal Financial Group, Inc.	56,040		2,351,999
Progressive Corp.	146,652		2,745,325
Prudential Financial, Inc.	94,375		5,637,963
SAFECO Corp.	19,462		1,307,068
The Chubb Corp.	79,112		3,877,279
The Travelers Companies, Inc.	130,892		5,680,713
Torchmark Corp.	19,438		1,140,039
Unum Group	74,970		1,533,137
XL Capital Ltd. Class A	38,754		796,782
			85,113,213
Real Estate Investment Trusts - 1.1%
Apartment Investment & Management Co. Class A	19,425		661,616
AvalonBay Communities, Inc.	16,662		1,485,584
Boston Properties, Inc.	25,910		2,337,600
Developers Diversified Realty Corp.	25,927		899,926
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - continued
Equity Residential (SBI)	58,552		$ 2,240,785
General Growth Properties, Inc.	57,900		2,028,237
HCP, Inc.	50,844		1,617,348
Host Hotels & Resorts, Inc.	113,039		1,542,982
Kimco Realty Corp.	54,916		1,895,700
Plum Creek Timber Co., Inc.	37,038		1,581,893
ProLogis Trust	56,745		3,084,091
Public Storage	26,728		2,159,355
Simon Property Group, Inc.	48,649		4,373,059
Vornado Realty Trust	29,257		2,574,616
			28,482,792
Real Estate Management & Development - 0.0%
CB Richard Ellis Group, Inc. Class A (a)	37,634		722,573
Thrifts & Mortgage Finance - 0.5%
Countrywide Financial Corp. (d)	126,268		536,639
Fannie Mae (d)	230,379		4,494,694
Freddie Mac	139,987		2,295,787
Hudson City Bancorp, Inc.	112,370		1,874,332
MGIC Investment Corp. (d)	27,071		165,404
Sovereign Bancorp, Inc. (d)	103,702		763,247
Washington Mutual, Inc. (d)	229,190		1,129,907
			11,260,010
TOTAL FINANCIALS			344,314,311
HEALTH CARE - 11.6%
Biotechnology - 1.4%
Amgen, Inc. (a)	235,656		11,113,537
Biogen Idec, Inc. (a)	63,427		3,544,935
Celgene Corp. (a)	94,346		6,025,879
Genzyme Corp. (a)	57,861		4,167,149
Gilead Sciences, Inc. (a)	199,675		10,572,791
			35,424,291
Health Care Equipment & Supplies - 2.1%
Baxter International, Inc.	135,800		8,683,052
Becton, Dickinson & Co.	52,830		4,295,079
Boston Scientific Corp. (a)	291,487		3,582,375
C.R. Bard, Inc.	21,489		1,889,958
Covidien Ltd.	108,136		5,178,633
Hospira, Inc. (a)	34,437		1,381,268
Intuitive Surgical, Inc. (a)	8,378		2,257,033
Medtronic, Inc.	243,087		12,579,752
St. Jude Medical, Inc. (a)	73,348		2,998,466
Stryker Corp.	51,699		3,250,833
Varian Medical Systems, Inc. (a)	27,192		1,409,905
Zimmer Holdings, Inc. (a)	50,108		3,409,849
			50,916,203
Health Care Providers & Services - 1.7%
Aetna, Inc.	104,938		4,253,137
	Shares		Value
AmerisourceBergen Corp.	34,853		$ 1,393,771
Cardinal Health, Inc.	77,245		3,984,297
CIGNA Corp.	60,784		2,151,146
Coventry Health Care, Inc. (a)	32,829		998,658
Express Scripts, Inc. (a)	54,362		3,409,585
Humana, Inc. (a)	36,627		1,456,656
Laboratory Corp. of America Holdings (a)	24,092		1,677,526
McKesson Corp.	60,019		3,355,662
Medco Health Solutions, Inc. (a)	109,669		5,176,377
Patterson Companies, Inc. (a)(d)	27,998		822,861
Quest Diagnostics, Inc.	34,159		1,655,687
Tenet Healthcare Corp. (a)	103,710		576,628
UnitedHealth Group, Inc.	265,961		6,981,476
WellPoint, Inc. (a)	113,894		5,428,188
			43,321,655
Health Care Technology - 0.0%
IMS Health, Inc.	39,251		914,548
Life Sciences Tools & Services - 0.4%
Applera Corp. - Applied Biosystems Group	36,508		1,222,288
Millipore Corp. (a)	11,925		809,231
PerkinElmer, Inc.	25,627		713,712
Thermo Fisher Scientific, Inc. (a)	90,524		5,044,903
Waters Corp. (a)	21,668		1,397,586
			9,187,720
Pharmaceuticals - 6.0%
Abbott Laboratories	334,057		17,694,999
Allergan, Inc.	66,563		3,464,604
Barr Pharmaceuticals, Inc. (a)	23,391		1,054,466
Bristol-Myers Squibb Co.	428,497		8,797,043
Eli Lilly & Co.	214,112		9,883,410
Forest Laboratories, Inc. (a)	65,967		2,291,694
Johnson & Johnson	610,017		39,248,494
King Pharmaceuticals, Inc. (a)	53,382		558,910
Merck & Co., Inc.	464,630		17,511,905
Mylan, Inc. (d)	65,900		795,413
Pfizer, Inc.	1,464,372		25,582,579
Schering-Plough Corp.	350,966		6,910,521
Watson Pharmaceuticals, Inc. (a)	22,607		614,232
Wyeth	288,610		13,841,736
			148,250,006
TOTAL HEALTH CARE			288,014,423
INDUSTRIALS - 10.8%
Aerospace & Defense - 2.6%
General Dynamics Corp.	86,256		7,262,755
Goodrich Corp.	27,073		1,284,885
Honeywell International, Inc.	160,508		8,070,342
L-3 Communications Holdings, Inc.	26,551		2,412,689
Lockheed Martin Corp.	73,115		7,213,526
Northrop Grumman Corp.	74,041		4,953,343
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Aerospace & Defense - continued
Precision Castparts Corp.	30,152		$ 2,905,748
Raytheon Co.	91,562		5,153,109
Rockwell Collins, Inc.	34,794		1,668,720
The Boeing Co.	162,657		10,689,818
United Technologies Corp.	210,656		12,997,475
			64,612,410
Air Freight & Logistics - 0.9%
C.H. Robinson Worldwide, Inc.	36,942		2,025,899
Expeditors International of Washington, Inc.	46,169		1,985,267
FedEx Corp.	67,115		5,287,991
United Parcel Service, Inc. Class B	220,971		13,583,087
			22,882,244
Airlines - 0.1%
Southwest Airlines Co.	158,394		2,065,458
Building Products - 0.0%
Masco Corp.	78,292		1,231,533
Commercial Services & Supplies - 0.5%
Allied Waste Industries, Inc. (a)	73,013		921,424
Avery Dennison Corp.	23,048		1,012,499
Cintas Corp.	28,276		749,597
Equifax, Inc.	28,035		942,537
Monster Worldwide, Inc. (a)	26,903		554,471
Pitney Bowes, Inc.	44,931		1,532,147
R.R. Donnelley & Sons Co.	45,954		1,364,374
Robert Half International, Inc.	34,376		823,993
Waste Management, Inc.	106,211		4,005,217
			11,906,259
Construction & Engineering - 0.2%
Fluor Corp.	19,200		3,572,736
Jacobs Engineering Group, Inc. (a)	26,366		2,127,736
			5,700,472
Electrical Equipment - 0.5%
Cooper Industries Ltd. Class A	37,666		1,487,807
Emerson Electric Co.	169,003		8,357,198
Rockwell Automation, Inc.	31,764		1,389,040
			11,234,045
Industrial Conglomerates - 3.0%
3M Co.	152,448		10,608,856
General Electric Co.	2,157,510		57,583,942
Textron, Inc.	53,949		2,585,776
Tyco International Ltd.	104,384		4,179,535
			74,958,109
Machinery - 1.9%
Caterpillar, Inc.	133,071		9,823,301
Cummins, Inc.	43,966		2,880,652
Danaher Corp.	55,141		4,262,399
Deere & Co.	93,282		6,728,431
Dover Corp.	40,991		1,982,735
	Shares		Value
Eaton Corp.	35,629		$ 3,027,396
Illinois Tool Works, Inc.	86,001		4,085,908
Ingersoll-Rand Co. Ltd. Class A	68,789		2,574,772
ITT Corp.	39,326		2,490,516
Manitowoc Co., Inc.	28,143		915,492
PACCAR, Inc.	79,039		3,306,201
Pall Corp.	25,948		1,029,617
Parker Hannifin Corp.	36,306		2,589,344
Terex Corp. (a)	21,711		1,115,294
			46,812,058
Road & Rail - 1.1%
Burlington Northern Santa Fe Corp.	63,463		6,339,319
CSX Corp.	87,641		5,504,731
Norfolk Southern Corp.	81,335		5,097,264
Ryder System, Inc.	12,445		857,212
Union Pacific Corp.	111,853		8,444,902
			26,243,428
Trading Companies & Distributors - 0.0%
W.W. Grainger, Inc.	14,076		1,151,417
TOTAL INDUSTRIALS			268,797,433
INFORMATION TECHNOLOGY - 16.0%
Communications Equipment - 2.4%
Ciena Corp. (a)	19,515		452,163
Cisco Systems, Inc. (a)	1,278,640		29,741,166
Corning, Inc.	340,898		7,857,699
JDS Uniphase Corp. (a)	49,748		565,137
Juniper Networks, Inc. (a)	113,629		2,520,291
Motorola, Inc.	488,159		3,583,087
QUALCOMM, Inc.	350,376		15,546,183
Tellabs, Inc. (a)	86,024		400,012
			60,665,738
Computers & Peripherals - 4.6%
Apple, Inc. (a)	190,833		31,953,078
Dell, Inc. (a)	437,448		9,571,362
EMC Corp. (a)	447,468		6,573,305
Hewlett-Packard Co.	533,823		23,600,315
International Business Machines Corp.	297,299		35,238,850
Lexmark International, Inc. Class A (a)	20,607		688,892
NetApp, Inc. (a)	74,358		1,610,594
QLogic Corp. (a)	28,695		418,660
SanDisk Corp. (a)	48,646		909,680
Sun Microsystems, Inc. (a)	169,223		1,841,146
Teradata Corp. (a)	38,898		900,100
			113,305,982
Electronic Equipment & Instruments - 0.3%
Agilent Technologies, Inc. (a)	77,947		2,770,236
Jabil Circuit, Inc.	45,276		742,979
Molex, Inc.	30,135		735,595
Tyco Electronics Ltd.	103,471		3,706,331
			7,955,141
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 1.7%
Akamai Technologies, Inc. (a)	36,416		$ 1,266,913
eBay, Inc. (a)	239,273		6,539,331
Google, Inc. Class A (sub. vtg.) (a)	50,310		26,484,190
VeriSign, Inc. (a)	42,146		1,593,119
Yahoo!, Inc. (a)	297,809		6,152,734
			42,036,287
IT Services - 0.9%
Affiliated Computer Services, Inc. Class A (a)	20,864		1,116,015
Automatic Data Processing, Inc.	112,215		4,701,809
Cognizant Technology Solutions Corp. Class A (a)	62,531		2,032,883
Computer Sciences Corp. (a)	32,715		1,532,371
Convergys Corp. (a)	26,746		397,446
Electronic Data Systems Corp.	108,841		2,681,842
Fidelity National Information Services, Inc.	37,167		1,371,834
Fiserv, Inc. (a)	35,485		1,609,954
Paychex, Inc.	69,422		2,171,520
The Western Union Co.	160,172		3,959,452
Total System Services, Inc.	42,899		953,216
Unisys Corp. (a)	77,113		304,596
			22,832,938
Office Electronics - 0.1%
Xerox Corp.	194,622		2,639,074
Semiconductors & Semiconductor Equipment - 2.5%
Advanced Micro Devices, Inc. (a)(d)	131,302		765,491
Altera Corp.	64,892		1,343,264
Analog Devices, Inc.	62,799		1,995,124
Applied Materials, Inc.	293,396		5,600,930
Broadcom Corp. Class A (a)	96,813		2,642,027
Intel Corp.	1,239,864		26,632,279
KLA-Tencor Corp.	36,811		1,498,576
Linear Technology Corp. (d)	48,024		1,564,142
LSI Corp. (a)(d)	137,980		847,197
MEMC Electronic Materials, Inc. (a)	49,296		3,033,676
Microchip Technology, Inc. (d)	40,035		1,222,669
Micron Technology, Inc. (a)	164,688		988,128
National Semiconductor Corp.	46,720		959,629
Novellus Systems, Inc. (a)(d)	21,615		458,022
NVIDIA Corp. (a)	120,075		2,247,804
Teradyne, Inc. (a)	37,139		411,129
Texas Instruments, Inc.	286,315		8,062,630
Xilinx, Inc.	60,448		1,526,312
			61,799,029
Software - 3.5%
Adobe Systems, Inc. (a)	115,117		4,534,459
Autodesk, Inc. (a)	48,475		1,638,940
BMC Software, Inc. (a)	41,344		1,488,384
	Shares		Value
CA, Inc.	84,511		$ 1,951,359
Citrix Systems, Inc. (a)	39,728		1,168,400
Compuware Corp. (a)	56,637		540,317
Electronic Arts, Inc. (a)	68,923		3,062,249
Intuit, Inc. (a)	69,485		1,915,701
Microsoft Corp.	1,733,695		47,693,949
Novell, Inc. (a)	76,597		451,156
Oracle Corp. (a)	858,613		18,030,873
Symantec Corp. (a)	181,850		3,518,798
			85,994,585
TOTAL INFORMATION TECHNOLOGY			397,228,774
MATERIALS - 3.8%
Chemicals - 2.0%
Air Products & Chemicals, Inc.	45,599		4,507,917
Ashland, Inc.	12,124		584,377
Dow Chemical Co.	201,396		7,030,734
E.I. du Pont de Nemours & Co.	194,964		8,362,006
Eastman Chemical Co.	16,502		1,136,328
Ecolab, Inc.	37,984		1,632,932
Hercules, Inc.	24,484		414,514
International Flavors & Fragrances, Inc.	17,425		680,621
Monsanto Co.	118,785		15,019,175
PPG Industries, Inc.	35,520		2,037,782
Praxair, Inc.	67,777		6,387,304
Rohm & Haas Co.	27,151		1,260,892
Sigma Aldrich Corp.	27,904		1,502,909
			50,557,491
Construction Materials - 0.1%
Vulcan Materials Co. (d)	23,690		1,416,188
Containers & Packaging - 0.1%
Ball Corp.	21,164		1,010,369
Bemis Co., Inc.	21,570		483,599
Pactiv Corp. (a)	28,309		601,000
Sealed Air Corp.	34,664		658,963
			2,753,931
Metals & Mining - 1.4%
AK Steel Holding Corp.	24,230		1,671,870
Alcoa, Inc.	176,430		6,284,437
Allegheny Technologies, Inc.	21,884		1,297,284
Freeport-McMoRan Copper & Gold, Inc. Class B	82,951		9,721,028
Newmont Mining Corp.	98,277		5,126,128
Nucor Corp.	67,872		5,068,002
Titanium Metals Corp.	21,160		296,028
United States Steel Corp.	25,480		4,708,194
			34,172,971
Paper & Forest Products - 0.2%
International Paper Co.	92,562		2,156,695
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Paper & Forest Products - continued
MeadWestvaco Corp.	37,604		$ 896,479
Weyerhaeuser Co.	45,728		2,338,530
			5,391,704
TOTAL MATERIALS			94,292,285
TELECOMMUNICATION SERVICES - 3.2%
Diversified Telecommunication Services - 2.8%
AT&T, Inc.	1,285,970		43,324,329
CenturyTel, Inc.	22,825		812,342
Citizens Communications Co.	70,184		795,887
Embarq Corp.	31,937		1,509,662
Qwest Communications International, Inc.	329,347		1,294,334
Verizon Communications, Inc.	617,038		21,843,145
Windstream Corp.	96,818		1,194,734
			70,774,433
Wireless Telecommunication Services - 0.4%
American Tower Corp. Class A (a)	85,841		3,626,782
Sprint Nextel Corp.	617,119		5,862,631
			9,489,413
TOTAL TELECOMMUNICATION SERVICES			80,263,846
UTILITIES - 3.9%
Electric Utilities - 2.3%
Allegheny Energy, Inc.	36,372		1,822,601
American Electric Power Co., Inc.	86,927		3,497,073
Duke Energy Corp.	273,734		4,757,497
Edison International	70,524		3,623,523
Entergy Corp.	41,452		4,994,137
Exelon Corp.	141,996		12,773,960
FirstEnergy Corp.	65,983		5,432,380
FPL Group, Inc.	88,340		5,793,337
Pepco Holdings, Inc.	43,593		1,118,160
Pinnacle West Capital Corp.	21,783		670,263
PPL Corp.	80,746		4,220,593
Progress Energy, Inc.	56,565		2,366,114
Southern Co.	166,068		5,799,095
			56,868,733
Gas Utilities - 0.1%
Nicor, Inc.	9,770		416,104
Questar Corp.	37,509		2,664,639
			3,080,743
Independent Power Producers & Energy Traders - 0.3%
AES Corp. (a)	145,418		2,793,480
Constellation Energy Group, Inc.	38,612		3,170,045
Dynegy, Inc. Class A (a)	107,545		919,510
			6,883,035
	Shares		Value
Multi-Utilities - 1.2%
Ameren Corp.	45,342		$ 1,914,793
CenterPoint Energy, Inc.	71,055		1,140,433
CMS Energy Corp.	48,764		726,584
Consolidated Edison, Inc.	59,014		2,306,857
Dominion Resources, Inc.	125,111		5,941,521
DTE Energy Co.	35,315		1,498,769
Integrys Energy Group, Inc.	16,543		840,881
NiSource, Inc.	59,354		1,063,624
PG&E Corp.	77,331		3,069,267
Public Service Enterprise Group, Inc.	110,070		5,055,515
Sempra Energy	54,189		3,058,969
TECO Energy, Inc.	45,620		980,374
Xcel Energy, Inc.	93,262		1,871,768
			29,469,355
TOTAL UTILITIES			96,301,866
TOTAL COMMON STOCKS (Cost $1,440,143,786)		2,417,885,540

U.S. Treasury Obligations - 0.2%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 1.78% 9/25/08 (e) (Cost $4,978,612)	$ 5,000,000	4,979,395

Money Market Funds - 1.4%
	Shares
Fidelity Cash Central Fund, 2.38% (b)	2,081,518		2,081,518
Fidelity Securities Lending Cash Central Fund, 2.39% (b)(c)	33,577,710		33,577,710
TOTAL MONEY MARKET FUNDS (Cost $35,659,228)		35,659,228
TOTAL INVESTMENT PORTFOLIO - 98.9% (Cost $1,480,781,626)		2,458,524,163
NET OTHER ASSETS - 1.1%			27,176,266
NET ASSETS - 100%		$ 2,485,700,429

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
227 S&P 500 Index Contracts	Sept. 2008	$ 72,702,425	$ (471,180)

The face value of futures purchased as a percentage of net assets - 2.9%.

Legend

(a) Non-income producing

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

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $4,979,395.

(f) The security is subject to a forward commitment to sell.

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 371,885
Fidelity Securities Lending Cash Central Fund	241,577
Total	$ 613,462

Other Information

The following is a summary of the inputs used, as of June 30, 2008, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

#Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 2,458,524,163	$ 2,453,544,768	$ 4,979,395	$ -
Other Financial Instruments*	$ (471,180)	$ (471,180)	$ -	$ -

* Other financial instruments include Futures Contracts.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	June 30, 2008 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $32,244,220) - See accompanying schedule: Unaffiliated issuers (cost $1,445,122,398)	$ 2,422,864,935
Fidelity Central Funds (cost $35,659,228)	35,659,228
Total Investments (cost $1,480,781,626)		$ 2,458,524,163
Commitment to sell securities on a when-issued basis	(38,375)
Receivable for securities sold on a when-issued basis	39,229	854
Receivable for investments sold		64,157,900
Cash		14,982
Receivable for fund shares sold		991,114
Dividends receivable		3,304,680
Distributions receivable from Fidelity Central Funds		70,600
Receivable for daily variation on futures contracts		61,927
Other receivables		69,147
Total assets		2,527,195,367
Liabilities
Payable for investments purchased	$ 1,671,507
Payable for fund shares redeemed	5,929,226
Accrued management fee	218,021
Distribution fees payable	56,118
Other affiliated payables	278
Other payables and accrued expenses	42,078
Collateral on securities loaned, at value	33,577,710
Total liabilities		41,494,938
Net Assets		$ 2,485,700,429
Net Assets consist of:
Paid in capital		$ 1,441,354,608
Undistributed net investment income		26,177,677
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		40,895,933
Net unrealized appreciation (depreciation) on investments		977,272,211
Net Assets		$ 2,485,700,429

Statement of Assets and Liabilities - continued

	June 30, 2008 (Unaudited)
Initial Class: Net Asset Value, offering price and redemption price per share ($2,214,237,566 ÷ 15,485,555 shares)		$ 142.99
Service Class: Net Asset Value, offering price and redemption price per share ($33,875,358 ÷ 237,571 shares)		$ 142.59
Service Class 2: Net Asset Value, offering price and redemption price per share ($237,587,505 ÷ 1,676,405 shares)		$ 141.72

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2008 (Unaudited)
Investment Income
Dividends		$ 27,218,254
Interest		31,001
Income from Fidelity Central Funds		613,462
Total income		27,862,717
Expenses
Management fee	$ 1,333,766
Distribution fees	332,770
Independent trustees' compensation	5,832
Miscellaneous	2,765
Total expenses before reductions	1,675,133
Expense reductions	(2,634)	1,672,499
Net investment income (loss)		26,190,218
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	48,887,191
Foreign currency transactions	(132)
Futures contracts	(5,690,725)
Total net realized gain (loss)		43,196,334
Change in net unrealized appreciation (depreciation) on: Investment securities	(414,661,551)
Futures contracts	(402,612)
When issued commitments	1,087
Total change in net unrealized appreciation (depreciation)		(415,063,076)
Net gain (loss)		(371,866,742)
Net increase (decrease) in net assets resulting from operations		$ (345,676,524)

Statement of Changes in Net Assets

	Six months ended June 30, 2008 (Unaudited)	Year ended December 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 26,190,218	$ 56,825,073
Net realized gain (loss)	43,196,334	114,062,453
Change in net unrealized appreciation (depreciation)	(415,063,076)	(3,876,648)
Net increase (decrease) in net assets resulting from operations	(345,676,524)	167,010,878
Distributions to shareholders from net investment income	(175,694)	(108,107,708)
Distributions to shareholders from net realized gain	(26,002,696)	-
Total distributions	(26,178,390)	(108,107,708)
Share transactions - net increase (decrease)	(78,064,546)	(158,666,814)
Total increase (decrease) in net assets	(449,919,460)	(99,763,644)
Net Assets
Beginning of period	2,935,619,889	3,035,383,533
End of period (including undistributed net investment income of $26,177,677 and undistributed net investment income of $163,153, respectively)	$ 2,485,700,429	$ 2,935,619,889

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

Semiannual Report

Financial Highlights - Initial Class

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 164.03	$ 161.36	$ 141.88	$ 137.76	$ 126.13	$ 99.92
Income from Investment Operations
Net investment income (loss) E	1.51	3.11	2.71	2.36	2.18 H	1.63
Net realized and unrealized gain (loss)	(21.06)	5.59	19.26	4.15	11.10	26.18
Total from investment operations	(19.55)	8.70	21.97	6.51	13.28	27.81
Distributions from net investment income	(.01)	(6.03)	(2.49)	(2.39)	(1.65)	(1.60)
Distributions from net realized gain	(1.48)	-	-	-	-	-
Total distributions	(1.49)	(6.03)	(2.49)	(2.39)	(1.65)	(1.60)
Net asset value, end of period	$ 142.99	$ 164.03	$ 161.36	$ 141.88	$ 137.76	$ 126.13
Total Return B, C, D	(11.95)%	5.45%	15.73%	4.82%	10.62%	28.41%
Ratios to Average Net Assets F, I
Expenses before reductions	.10% A	.10%	.10%	.14%	.35%	.34%
Expenses net of fee waivers, if any	.10% A	.10%	.10%	.13%	.28%	.28%
Expenses net of all reductions	.10% A	.10%	.10%	.13%	.28%	.28%
Net investment income (loss)	1.99% A	1.86%	1.83%	1.73%	1.71%	1.50%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,214,238	$ 2,626,891	$ 2,780,085	$ 2,641,527	$ 2,778,226	$ 3,031,540
Portfolio turnover rate G	4% A	5%	6%	7%	5%	6%
A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.36 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Service Class

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 163.66	$ 160.88	$ 141.48	$ 137.41	$ 125.86	$ 99.74
Income from Investment Operations
Net investment income (loss) E	1.43	2.93	2.55	2.22	2.05 H	1.54
Net realized and unrealized gain (loss)	(21.01)	5.58	19.22	4.14	11.07	26.11
Total from investment operations	(19.58)	8.51	21.77	6.36	13.12	27.65
Distributions from net investment income	(.01)	(5.73)	(2.37)	(2.29)	(1.57)	(1.53)
Distributions from net realized gain	(1.48)	-	-	-	-	-
Total distributions	(1.49)	(5.73)	(2.37)	(2.29)	(1.57)	(1.53)
Net asset value, end of period	$ 142.59	$ 163.66	$ 160.88	$ 141.48	$ 137.41	$ 125.86
Total Return B, C, D	(11.99)%	5.34%	15.61%	4.71%	10.51%	28.27%
Ratios to Average Net Assets F, I
Expenses before reductions	.20% A	.20%	.20%	.24%	.47%	.46%
Expenses net of fee waivers, if any	.20% A	.20%	.20%	.23%	.38%	.38%
Expenses net of all reductions	.20% A	.20%	.20%	.23%	.38%	.38%
Net investment income (loss)	1.89% A	1.76%	1.73%	1.63%	1.61%	1.40%
Supplemental Data
Net assets, end of period (000 omitted)	$ 33,875	$ 38,960	$ 35,953	$ 27,178	$ 23,216	$ 15,404
Portfolio turnover rate G	4% A	5%	6%	7%	5%	6%
A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.36 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Financial Highlights - Service Class 2

	Six months ended June 30, 2008	Years ended December 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 162.79	$ 159.90	$ 140.68	$ 136.71	$ 125.31	$ 99.29
Income from Investment Operations
Net investment income (loss) E	1.31	2.67	2.32	2.01	1.85 H	1.37
Net realized and unrealized gain (loss)	(20.89)	5.54	19.11	4.11	11.01	26.03
Total from investment operations	(19.58)	8.21	21.43	6.12	12.86	27.40
Distributions from net investment income	(.01)	(5.32)	(2.21)	(2.15)	(1.46)	(1.38)
Distributions from net realized gain	(1.48)	-	-	-	-	-
Total distributions	(1.49)	(5.32)	(2.21)	(2.15)	(1.46)	(1.38)
Net asset value, end of period	$ 141.72	$ 162.79	$ 159.90	$ 140.68	$ 136.71	$ 125.31
Total Return B, C, D	(12.06)%	5.17%	15.44%	4.55%	10.34%	28.09%
Ratios to Average Net Assets F, I
Expenses before reductions	.35% A	.35%	.35%	.39%	.61%	.60%
Expenses net of fee waivers, if any	.35% A	.35%	.35%	.38%	.53%	.53%
Expenses net of all reductions	.35% A	.35%	.35%	.38%	.53%	.53%
Net investment income (loss)	1.74% A	1.61%	1.58%	1.48%	1.46%	1.25%
Supplemental Data
Net assets, end of period (000 omitted)	$ 237,588	$ 269,769	$ 219,346	$ 156,295	$ 106,051	$ 64,844
Portfolio turnover rate G	4% A	5%	6%	7%	5%	6%
A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower had certain expenses not been reduced during the periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a special dividend which amounted to $.36 per share. I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2008 (Unaudited)

1. Organization.

VIP Index 500 Portfolio (the Fund) is a fund of Variable Insurance Products Fund II (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, and Service Class 2 shares. All classes have equal rights and voting privileges, except for matters affecting a single class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

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

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund is subject to the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1	Quoted prices in active markets for identical securities.
Level 2	Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3	Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

The aggregate value by input level, as of June 30, 2008, for the Fund's investments is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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

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

Book-tax differences are primarily due to futures transactions, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation	$ 1,180,927,265
Unrealized depreciation	(209,133,470)
Net unrealized appreciation (depreciation)	$ 971,793,795
Cost for federal income tax purposes	$ 1,486,730,368

New Accounting Pronouncement. In March 2008, Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161), was issued and is effective for fiscal years beginning after November 15, 2008. SFAS 161 requires enhanced disclosures to provide information about the reasons the Fund invests in derivative instruments, the accounting treatment and the effect

Semiannual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

derivatives have on financial performance. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Fund's financial statement disclosures.

4. Operating Policies.

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

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $49,904,223 and $151,740,917, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee that is based on an annual rate of .10% of the Fund's average net assets. Under the management contract, FMR pays all other fund-level expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees. In addition, under an expense contract, FMR pays all class-level expenses except distribution and service fees so that total expenses do not exceed .10% of each class' average net assets plus the distribution and service fee applicable to each class, with certain exceptions.

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Fund. Geode provides discretionary investment advisory services to the Fund and is paid by FMR for providing these services.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

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

Service Class	$ 17,921
Service Class 2	314,849
	$ 332,770

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. Under the expense contract, the classes do not pay transfer agent fees.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounted to $2,765 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $241,577.

9. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $2,634.

10. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 33% of the total outstanding shares of the Fund.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2008	Year ended December 31, 2007
From net investment income
Initial Class	$ 157,172	$ 98,701,755
Service Class	2,344	1,313,126
Service Class 2	16,178	8,092,827
Total	$ 175,694	$ 108,107,708

Semiannual Report

11. Distributions to Shareholders - continued

	Six months ended June 30, 2008	Year ended December 31, 2007
From net realized gain
Initial Class	$ 23,261,499	$ -
Service Class	346,810	-
Service Class 2	2,394,387	-
Total	$ 26,002,696	$ -

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2008	Year ended December 31, 2007	Six months ended June 30, 2008	Year ended December 31, 2007
Initial Class
Shares sold	482,381	1,192,701	$ 72,639,130	$ 198,536,108
Reinvestment of distributions	158,792	604,881	23,418,671	98,701,755
Shares redeemed	(1,170,766)	(3,011,503)	(177,195,272)	(505,647,301)
Net increase (decrease)	(529,593)	(1,213,921)	$ (81,137,471)	$ (208,409,438)
Service Class
Shares sold	15,456	43,025	$ 2,336,707	$ 7,154,147
Reinvestment of distributions	2,373	8,059	349,154	1,313,126
Shares redeemed	(18,317)	(36,502)	(2,771,867)	(6,053,068)
Net increase (decrease)	(488)	14,582	$ (86,006)	$ 2,414,205
Service Class 2
Shares sold	240,277	551,964	$ 35,965,623	$ 91,589,415
Reinvestment of distributions	16,475	49,901	2,410,565	8,092,827
Shares redeemed	(237,477)	(316,540)	(35,217,257)	(52,353,823)
Net increase (decrease)	19,275	285,325	$ 3,158,931	$ 47,328,419

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on May 14, 2008. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1
To elect a Board of Trustees.A
	# of Votes	% of Votes
James C. Curvey
Affirmative	754,396,118.13	95.721
Withheld	33,724,400.40	4.279
TOTAL	788,120,518.53	100.000
Dennis J. Dirks
Affirmative	755,765,958.75	95.895
Withheld	32,354,559.78	4.105
TOTAL	788,120,518.53	100.000
Edward C. Johnson 3d
Affirmative	753,714,712.60	95.634
Withheld	34,405,805.93	4.366
TOTAL	788,120,518.53	100.000
Alan J. Lacy
Affirmative	755,539,784.95	95.866
Withheld	32,580,733.58	4.134
TOTAL	788,120,518.53	100.000
Ned C. Lautenbach
Affirmative	755,270,925.90	95.832
Withheld	32,849,592.63	4.168
TOTAL	788,120,518.53	100.000
Joseph Mauriello
Affirmative	755,673,213.30	95.883
Withheld	32,447,305.23	4.117
TOTAL	788,120,518.53	100.000
Cornelia M. Small
Affirmative	755,628,126.83	95.877
Withheld	32,492,391.70	4.123
TOTAL	788,120,518.53	100.000
William S. Stavropoulos
Affirmative	754,899,686.63	95.785
Withheld	33,220,831.90	4.215
TOTAL	788,120,518.53	100.000
David M. Thomas
Affirmative	755,655,877.24	95.881
Withheld	32,464,641.29	4.119
TOTAL	788,120,518.53	100.000
Michael E. Wiley
Affirmative	755,513,012.38	95.863
Withheld	32,607,506.15	4.137
TOTAL	788,120,518.53	100.000
PROPOSAL 2
To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.A
	# of Votes	% of Votes
Affirmative	637,916,630.61	80.942
Against	98,488,476.51	12.496
Abstain	51,715,411.41	6.562
TOTAL	788,120,518.53	100.000

^A Denotes trust-wide proposal and voting results.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation
Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

Mellon Bank, N.A.
Pittsburgh, PA

VIPIDX-SANN-0808
1.705630.110

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

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

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Variable Insurance Products Fund II's Board of Trustees.

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

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

SIGNATURES

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

Variable Insurance Products Fund II

By:	/s/ Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer
Date:	August 25, 2008

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

By:	/s/ Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer
Date:	August 25, 2008

By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer
Date:	August 25, 2008