SUPPLEMENT TO THE PROSPECTUS OF
FIDELITY LIFETIME RESERVES
®
ISSUED BY FIDELITY INVESTMENTS
LIFE INSURANCE COMPANY ("FILI")

SUPPLEMENT TO THE PROSPECTUS OF
LIFETIME RESERVES ISSUED BY EMPIRE
FIDELITY INVESTMENTS
LIFE INSURANCE COMPANY ("EFILI")

EACH DATED JULY 1, 2005

The following disclosure replaces "Investment Options and Funds" section in your prospectus:

INVESTMENT OPTIONS AND FUNDS

There are currently forty-four Investment Options in the Variable Account. Each Investment Option invests exclusively in a single Fund. Each Fund is part of a trust that is registered with the SEC as an open-end management investment company under the 1940 Act. This registration does not involve supervision of the management or investment practices or policies of the Funds by the SEC. Each Fund's assets are held separate from the assets of the other Funds, and each Fund has investment objectives and policies that are different from those of the other Funds. Thus, each Fund operates as a separate investment fund, and the income and losses of one Fund have no effect on the investment performance of any other Fund.

The following table describes the Funds' investment objective and lists each Fund's investment adviser or principal sub-adviser. This information is just a summary for each underlying Fund. There is, of course, no assurance that any Fund will meet its investment objective. You should read the Fund's prospectus for more information about that particular Fund.

Fund

Investment Objective

Investment Adviser or any Sub-Adviser

FIDELITY

VIP Overseas

Seeks long-term growth of capital

Fidelity Management & Research Company

VIP International Capital Appreciation

Seeks capital appreciation

Fidelity Management & Research Company

VIP Dynamic Capital Appreciation

Seeks capital appreciation

Fidelity Management & Research Company

VIP Real Estate

Seeks above-average incoem and long-term capital growth, consistent with reasonable investment risk. The fund seeks to provide a yield that exceeds the composite yield of the S&P 500

Fidelity Management & Research Company

VIP Strategic Income

Seeks a high level of current income. The fund may also seek capital appreciation

Fidelity Management & Research Company

VIP Freedom Income

Seeks high total return with a secondary objective of principal preservation

Strategic Advisers, Inc.

VIP Freedom 2005

Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond

Strategic Advisers, Inc.

VIP Freedom 2010

Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond

Strategic Advisers, Inc.

VIP Freedom 2015

Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond

Strategic Advisers, Inc.

VIP Freedom 2020

Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond

Strategic Advisers, Inc.

VIP Freedom 2025

Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond

Stratetic Advisers, Inc.

VIP Freedom 2030

Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond

Strategic Advisers, Inc.

VIP High Income

Seeks a high level of current income, while also considering growth of capital

Fidelity Management & Research Company

VIP Aggressive Growth

Seeks captial appreciation

Fidelity Management & Research Company

VIP Growth Stock

Seeks capital appreciation

Fidelity Management & Research Company

VIP Value

Seeks capital appreciation

Fidelity Management & Research Company

VIP Value Leaders

Seeks captial appreciation

Fidelity Management & Research Company

VIP Money Market

Seeks high level of current income consistent with the preservation of capital and liquidity

Fidelity Management & Research Company

VIP Equity-Income

Seeks reasonable income while also considering capital appreciation

Fidelity Management & Research Company

VIP Growth

Seeks to achieve capital appreciation

Fidelity Management & Research Company

VIP Value Strategies

Seeks capital appreciation

Fidelity Management & Research Company

VIP Asset ManagerSM

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

Fidelity Management & Research Company

VIP Investment Grade Bond

Seeks high level of current income as is consistent with the preservation of capital

Fidelity Management & Research Company

VIP Index 500

Seeks investment results that correspond to the total return of common stocks publicly traded in the United States, as represented by the S&P 500, while keeping transaction costs and other expenses low

Geode Capital Management, LLC

VIP Asset Manager: Growth®

Seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments

Fidelity Management & Research Company

VIP Contrafund®

Seeks long-term capital appreciation

Fidelity Management & Research Company

VIP Growth & Income

Seeks high total return through a combination of current income and capital appreciation

Fidelity Management & Research Company

VIP Growth Opportunities

Seeks to provide capital growth

Fidelity Management & Research Company

VIP Balanced

Seeks both income and capital growth

Fidelity Management & Research Company

VIP Mid Cap

Seeks long-term growth of capital

Fidelity Management & Research Company

VIP Consumer Industries

Seeks capital appreciation

Fidelity Management & Research Company

VIP Cyclical Industries

Seeks capital appreciation

Fidelity Management & Research Company

VIP Financial Services

Seeks capital appreciation

Fidelity Management & Research Company

VIP Health Care

Seeks capital appreciation

Fidelity Management & Research Company

VIP Natural Resources

Seeks capital appreciation

Fidelity Management & Research Company

VIP Technology

Seeks capital appreciation

Fidelity Management & Research Company

VIP Telecommunications & Utilities Growth

Seeks capital appreciation

Fidelity Management & Research Company

MORGAN STANLEY

Emerging Markets Debt

Seeks high total return by investing primarily in fixed income securities of government and government-related issuers and, to a lesser extent, of corporate issuers in emerging market countries

Morgan Stanley Asset Management

Emerging Markets Equity

Seeks long-term capital appreciation by investing primarily in growth-oriented equity securities of issuers in emerging market countries

Morgan Stanley Asset Management

Global Value Equity

Seeks long-term capital appreciation by investing primarily in equity securities of issuers throughout the world including U.S. issuers

Morgan Stanley Asset Management

International Magnum

Seeks long-term capital appreciation by investing primarily in equity securities of non-U.S. issuers domiciled in EAFE countries

Morgan Stanley Asset Management

CREDIT SUISSE

International Focus

Seeks long-term capital appreciation by investing in equity securities of issuers from at least three foreign countries

Credit Suisse Asset Management, LLC

Global Small Cap*

Seeks long-term growth of capital by investing in equity securities of small companies from at least three countries, including U.S.

Credit Suisse Asset Management, LLC

Small Cap Growth

Seeks capital growth by investing in equity securities of small U.S. growth companies

Credit Suisse Asset Management, LLC