Supplement to the
Fidelity^® Growth & Income II Portfolio
August 29, 2005
Prospectus

<R>Shareholder Meeting. On or about November 16, 2005, a meeting of the shareholders of Fidelity^® Growth & Income II Portfolio will be held to vote on various proposals. Shareholders of record on September 19, 2005 are entitled to vote at the meeting.</r>

For more detailed information concerning the proposals under consideration, please contact Fidelity at 1-800-544-8544, to request a free copy of the proxy statement.

<R>The following information replaces the biographical information for Victor Thay found in the "Fund Management" section on page 22.</R>

<R>James Catudal is vice president and manager of Growth & Income II Portfolio, which he has managed since October 2005. He also manages other Fidelity funds. Since joining Fidelity Investments in 1997, Mr. Catudal has worked as a research analyst and manager.</R>

<R>GII-05-03 November 9, 2005
1.734047.110</R>