TRANSAMERICA VARIABLE INSURANCE FUND INC
N-30D, 1999-03-10
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Transamerica Variable Insurance Fund, Inc.
Growth Portfolio
Annual report
Year ending December 31, 1998


Managers comments
December 31, 1998
TRANSAMERICA VIF Growth Portfolio
Portfolio Manager: Jeffrey S. Van Harte

Fund Performance
The  Transamerica  VIF Growth  Portfolio  performed  extremely well in 1998. The
Portfolio  generated a total return of 43.28% for the year  compared to a 28.58%
advanced  by the S&P 500  for the  same  period.  Since  the  reorganization  in
November 1996, the Portfolio has earned an average annual total return of 47.03%
while the S&P 500 has returned 28.06%.

Portfolio Manager Comments
A few large  capitalization  stocks  were the key  drivers  contributing  to the
strong success of the Portfolio over the past year. The reason is that there are
very few companies that have learned to deal with  deflation,  or the decline in
the prices of goods and  services.  Those  companies  that have  learned to make
deflation  their friend are winning the battle for  customers,  market share and
profit  growth.  These are new  winners  in the stock  market and we seek to own
them.

Great  examples of companies  that have learned to deal with deflation are found
within the Portfolio's top two holdings,  Dell Computer and Charles Schwab. Dell
has  mastered  the direct model of  delivering  desktop  PC's by holding  little
inventory and custom  manufacturing  so as to always deliver the best technology
at the lowest price to their customers. Schwab made a remarkable transition this
year. The company chose to go to their flat rate pricing for electronic  trading
over the Internet and telephone. Average revenue per trade dropped from over $70
to around $50, yet the company's profitability blossomed.  This is how companies
win in the world of deflation--delivering  the best possible customer service or
product, at a low price.

Portfolio Asset Mix
         Common Stocks              98.1%
         Cash and Cash Equivalents  1.9%

Going Forward
We expect weaker world economies and continued pressure on prices in 1999. Given
our outlook,  our equity selection strategy is focused on high quality companies
that have the wherewithal to withstand weak economies, and have a business model
that works well in a deflationary environment.

Managers comments (cont'd)
December 31, 1998

Comparison  of change in value of a $10,000  investment in  Transamerica  Growth
Portfolio with the S&P 500 index*

Growth  Portfolio  ($101,278  at 12/31/98)  S&P 500 Index  ($57,970 at 12/31/98)
Average Annual Total Return
as of December 31, 1998    One Year Five Year        Ten Year
Growth Portfolio           43.28%   37.34%  26.05%
- --------------------------------------------------
S&P 500 Index              28.58%   24.06%  19.21%
- --------------------------------------------------

*Hypothetical  illustration of $10,000  invested on December 31, 1988,  assuming
reinvestment of dividends and capital gains at net asset value through  December
31, 1998.

The Standard & Poor's 500 Composite Stock Price Index ("S&P 500") consists
of 500 widely held,  publicly  traded common stocks.  The S&P 500 Index does not
reflect  any  commissions  or  fees  which  would  be  incurred  by an  investor
purchasing the securities it represents.

The  Portfolio  is only  available  through the  purchase of variable  insurance
products.   The  performance  data  does  not  reflect  the  additional  charges
associated  with such  products.  Application  of these charges would reduce the
performance of the Portfolio. Variable products pose investment risks, including
loss of capital. Past performance is not predictive of future performance.

If the  Investment  Adviser had not waived  fees,  the returns of the  Portfolio
would have been lower.

Growth Portfolio schedule of investments
December 31, 1998
                                                                       Market
                                                       Shares           Value
- --------------------------------------------------------------------------------
COMMON STOCKS - 98.1%
Broadcasting - 3.0%
Clear Channel Communications, Inc. (a)               60,000         $ 3,270,000
- --------------------------------------------------------------------------------
Business Services -5.4%
Envoy Corporation (a)                                40,000            2,330,000
First Data Corporation                               110,000          3,485,625
- --------------------------------------------------------------------------------
                                                                      5,815,625
Chemicals -6.2%
Minerals Technologies, Inc.                           60,000           2,456,250
Monsanto Company                                     90,000            4,275,000
- --------------------------------------------------------------------------------
                                                                      6,731,250
Commercial Services -3.7%
Sodexho Marriott Services, Inc.                      145,000          4,014,688
- --------------------------------------------------------------------------------
Computers & Business Equipment -14.1%
Cisco Systems, Inc. (a)                              45,000            4,176,562
Dell Computer Corporation (a)                        150,000          10,978,125
- --------------------------------------------------------------------------------
                                                                     15,154,687
Conglomerates -2.9%
Gillette Company                                     65,000            3,140,313
- --------------------------------------------------------------------------------
Diversified Operations -3.7%
Berkshire Hathaway, Inc. (a)                         1,700             3,995,000
- --------------------------------------------------------------------------------
Drugs & Health Care -8.8%
McKesson Corporation                                 40,000            3,162,500
Merck & Company, Inc.                                20,000            2,953,750
Pfizer, Inc.                                         27,000            3,386,812
- --------------------------------------------------------------------------------
                                                                       9,503,062
Electronics -8.4%
Applied Materials, Inc. (a)                          85,000            3,628,437
Intel Corporation                                    46,000            5,453,875
- --------------------------------------------------------------------------------
                                                                       9,082,312
Financial Services -11.0%
Charles Schwab Corporation                           114,000           6,405,375
Franklin Resources, Inc.                             75,000            2,400,000
Merrill Lynch & Company, Inc.                        45,000            3,003,750
- --------------------------------------------------------------------------------
                                                                      11,809,125
Hotels & Restaurants -3.9%
McDonald's Corporation                               55,000            4,214,375
- --------------------------------------------------------------------------------

Human Resources -1.9%
Robert Half International, Inc. (a)                  45,000          $ 2,010,938
- --------------------------------------------------------------------------------

Leisure & Entertainment -1.6%
Pixar, Inc. (a)                                      50,000            1,750,000
- --------------------------------------------------------------------------------

Retail -5.6%
Fred Meyer, Inc. (a)                                100,000           6,025,000
- --------------------------------------------------------------------------------

Retail Grocery -3.4%
Safeway, Inc. (a)                                    60,000            3,656,250
- --------------------------------------------------------------------------------

Software -11.1%
IMS Health, Inc.                                     50,000            3,771,875
Microsoft Corporation (a)                            45,000            6,240,937
SAP AG ADR (b)                                       55,000            1,983,438
- --------------------------------------------------------------------------------
                                                                       1,996,250

Transportation -3.4%
Kansas City Southern Industries, Inc.                  75,000         3,689,063
- --------------------------------------------------------------------------------

Total Common Stocks
(cost  $61,050,211)                                                  105,857,938
- --------------------------------------------------------------------------------

REPURCHASE  AGREEMENT  -2.0% State  Street Bank and Trust  Company,  4.00%,  due
01/04/99,  (collateralized  by $2,065,000 par value U.S. Treasury Note,  6.375%,
due 03/31/01, with a value of
$2,173,774, cost $2,130,000)                 2,130,000                 2,130,000
- --------------------------------------------------------------------------------
Total Investments - 100.1%
(cost  $63,180,211)*                                         107,987,938
Liabilities in Excess of Other Assets - (0.1)%       (95,759)
Net Assets - 100.0%                                          $107,892,179

(a)  Non-income producing security
(b) ADR - American Depositary Receipts
 *Aggregate  cost  for  Federal  tax  purposes.   Aggregate   gross   unrealized
appreciation  for all  securities  in which there is an excess of value over tax
cost and aggregate  gross  unrealized  depreciation  for all securities in which
there is an excess of tax cost  over  value  were  $46,516,280  and  $1,708,553,
respectively. Net unrealized appreciation for tax purposes is $44,807,727.

<TABLE>
<CAPTION>

Statement of Assets and Liabilities
December 31, 1998
                                                                       Growth
                                                                       Portfolio
Assets
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>        
Investments, at cost                                                   $63,180,211

Investments, at value                                                  $107,987,938
Cash                                                                   138,908
Receivables:
         Fund shares sold                                     318,083
         Dividends and interest                                        29,362
         Due from Administrator                               5,513
         Other Assets                                                  378
- ------------------------------------------------------------------------------------------------------------------
                                                                       108,480,182

Liabilities
Payables:
         Securities purchased                                          476,675
         Fund shares redeemed                                          3,912
         Advisory fees                                                 63,628
         Audit fees                                                    27,167
         Custody fees                                                  8,422
Other accrued expenses                                        8,199
- ------------------------------------------------------------------------------------------------------------------
                                                                       588,003

- ------------------------------------------------------------------------------------------------------------------
Total Net Assets                                              $107,892,179
- ------------------------------------------------------------------------------------------------------------------

Net Assets Consist Of:
Paid in capital                                                        $62,577,616
Accumulation net realized
         gain in investments                                           506,836
Net unrealized appreciation
         of investments                                                44,807,727
- ------------------------------------------------------------------------------------------------------------------
Total Net Assets                                              $107,892,179
- ------------------------------------------------------------------------------------------------------------------

Shares outstanding                                                     5,573,650
- ------------------------------------------------------------------------------------------------------------------
Net asset value per share                                     $19.36
</TABLE>



Statement of Operations
Year Ended December 31, 1998
                                            Growth
                                            Portfolio
- --------------------------------------------------------------------------------
Investment Income
Interest income            $        138,975
Dividend income                     225,995
- --------------------------------------------------------------------------------
                                            364,970
- --------------------------------------------------------------------------------

Expenses
Investment Adviser fee              519,142
Custodian fees                              47,081
Administration fees                         47,296
Audit fees                                  27,144
Transfer Agent fees                         21,365
Printing expenses                   2,004
Other expenses                      3,372
- --------------------------------------------------------------------------------

Total expenses before waiver
         and reimbursement          667,404
Reimbursed and waived expenses      (79,043)
- --------------------------------------------------------------------------------
Net expenses                                558,361
- --------------------------------------------------------------------------------

Net Investment Loss                         (223,391)

Net realized and Unrealized
         Gain on Investments
Net realized gain on investments    7,971,054
Net change in unrealized appreciation
         of investments                     18,232,158
- --------------------------------------------------------------------------------
Net Realized and Unrealized
         Gain on Investments                26,203,212
- --------------------------------------------------------------------------------

Net Increase in Net Assets Resulting
From Operations                     $25,979,821

<TABLE>
<CAPTION>

statements of changes in net assets
                                                              Year ended
                                             December 31, 1998         December 31, 1997
- ------------------------------------------------------------------------------------------------------------------
Increase in Net Assets
Operations:
<S>                                         <C>                        <C>               
         Net investment loss                $        (223,391)         $        (161,554)
         Net realized gain on investments   7,971,054                  5,194,303
         Net change in unrealized
           appreciation of investments               18,232,158                 9,864,234
Net increase in net assets resulting
         from operations                    25,979,821                 14,896,983
- ------------------------------------------------------------------------------------------------------------------

Dividends and distributions
         to shareholders:
         Net realized gains                          (8,918,631)                (3,656,425)
- ------------------------------------------------------------------------------------------------------------------

Fund share transactions (Note 3)            44,452,582                 2,899,412

Net increase in assets                               61,513,772                 14,139,970

Net Assets
Beginning of year                           46,378,407                 32,238,437
- ------------------------------------------------------------------------------------------------------------------
End of year                                 $        107,892,179       $        46,378,407



</TABLE>
<TABLE>
<CAPTION>

Growth Portfolio Financial Highlights
December 31, 1998
Selected data for a share outstanding throughout each period are as follows*

                                                     Year ended December 31,
                           1998             1997              1996              1995             1994
Net Asset Value
<S>                        <C>      <C>     <C>               <C>               <C>   
Beginning of period        $14.750  $10.930 $8.582            $5.615            $5.239
- ------------------------------------------------------------------------------------------------------------------

Operations:
Net investment loss        (0.013)          (0.050)           (0.065)           (0.069)          (0.042)
Net realized and
unrealized gain   6.380             5.130            2.413             3.036            0.418
- ------------------------------------------------------------------------------------------------------------------
Total from
investment operations      6.367            5.080             2.348             2.967            0.376
- ------------------------------------------------------------------------------------------------------------------

Dividends/Distributions
         to Shareholders:
Net realized gains         (1.757)          (1.260)           -                 -                -
- ------------------------------------------------------------------------------------------------------------------

Net Asset Value
End of period     $        19.360   $       14.750   $        10.930   $        8.582   $        5.615
- ------------------------------------------------------------------------------------------------------------------

Total Return               43.28%   46.50%  27.36%   52.84%   7.19%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>

Ratios and
         Supplemental Data:
Expenses to average
<S>                 <C>    <C>              <C>               <C>               <C>              <C>  
         net assets (1)    0.85%            0.85%             1.27%             1.41%            1.43%
Net investment loss to average net assets (2)
                            (0.32%) (0.39%) (0.68%)  (0.94%)  (0.80%)
Portfolio turnover rate     34.41%  20.54%  34.58%   18.11%   30.84%
Net Assets,
end of period
(in thousands)             $107,892 $46,378 $32,238  $25,738  $17,267
</TABLE>

*Prior to November 1, 1996, activity  represents  accumulated unit values of the
Separate  Account  which have been  converted to share  values for  presentation
purposes.  (1)If the Investment  Adviser had not waived  expenses,  the ratio of
operating  expenses to average net assets would have been 0.96%, 0.98% and 1.34%
for the years ended December 31, 1998 and 1997 and 1996, respectively. (2)If the
Investment Adviser had not waived expenses,  the ratio of net investment loss to
average net assets  would have been  (0.44%),  (0.52%) and (0.75%) for the years
ended December 31, 1998 and 1997 and 1996, respectively.


1.  Organization  and Summary of Significant  Accounting  Policies  Transamerica
Variable  Insurance Fund,  Inc. (the "Fund") is registered  under the Investment
Company Act of 1940 as an open-end  management  investment  company.  One of the
Fund's portfolios is the Growth  Portfolio.  The Growth  Portfolio's  investment
objective is long-term capital growth.

The Fund was established as a Maryland  Corporation on June 23, 1995. The Growth
Portfolio is the successor to Transamerica  Occidental's Separate Account Fund C
(the  "Separate  Account")  which  was  organized  as  an  open-end  diversified
management  investment company. On November 1, 1996, all investments held by the
Separate  Account  with  a  fair  value  of  $29,567,077  and a  cost  basis  of
$15,661,836  were  transferred to the Growth  Portfolio of the Fund. In exchange
for these  investments,  the Separate  Account  received all of the  outstanding
shares  (2,956,116) of the Growth Portfolio.  This transaction was accounted for
in a  manner  similar  to a  pooling  of  interests.  Thereafter,  the  Separate
Account's only investment is shares of the Growth  Portfolio.  Effective October
31, 1996,  the net asset value of the Growth  Portfolio  was repriced at $10 per
unit. All previous  accumulation  unit values of the Separate  Account have been
restated for presentation purposes to account for this change.

The following is a summary of significant  accounting  policies  followed by the
Fund in the preparation of its financial statements:

(A) Valuation of Securities
Equity securities  traded on a national  exchange,  NASDAQ and  over-the-counter
securities  are  valued  at the last sale  price.  Securities  for which  market
quotations  are not readily  available are valued at fair value as determined in
good faith pursuant to procedures  established by the Fund's Board of Directors.
Debt securities with a maturity of 60 days or less are valued at amortized cost,
which approximates market value.


(B) Repurchase Agreements
The Portfolio may enter into  repurchase  agreements with Federal Reserve System
member banks or U.S. securities dealers. A repurchase  agreement occurs when the
Portfolio purchases an interest-bearing debt obligation and the seller agrees to
repurchase  the  debt  obligation  on a  specified  date  in  the  future  at an
agreed-upon  price.  If the  seller is unable to make a timely  repurchase,  the
Portfolio's  expected proceeds could be delayed, or the Portfolio could suffer a
loss in  principal  or  current  interest,  or incur  costs in  liquidating  the
collateral.

(C) Securities Transactions and Investment Income
Securities  transactions  are  recorded  on the trade date.  Dividend  income is
recorded on the  ex-dividend  date and interest  income is recorded  daily on an
accrual basis. Realized gains and losses on investments are determined using the
identified  cost method for both  financial  statement  and  Federal  income tax
purposes.  The aggregate  cost of  securities  purchased  (excluding  short-term
investments)  and proceeds from sales for the Growth  Portfolio were $58,317,973
and $23,286,114 respectively, for the year ended December 31, 1998.

(D) Dividends and Distributions
The Growth  Portfolio  declares and  distributes  dividends  from net investment
income  and  distributes  its net  realized  capital  gains,  if any,  at  least
annually.  All  distributions  are paid in shares of the  Portfolio at net asset
value.

(E) Federal Income Taxes
The  Portfolio's  policy  is to comply  with the  requirements  of the  Internal
Revenue Code applicable to regulated  investment companies and to distribute all
of its taxable  income to its  shareholders.  Therefore,  no federal  income tax
provision is required. On December 30, 1998, the Growth Portfolio paid a capital
gain distribution of $8,918,613 and $1.757 per share.



Net investment income distributions and capital gains
distributions are determined in accordance with income
tax regulations which may differ from generally accepted accounting  principles.
These differences are due to differing  treatments for items such as deferral of
wash sales,  net operating losses and capital loss  carryforwards.  For the year
ended  December  31,  1998,  the  Growth  Portfolio  increased  accumulated  net
investment loss by $223,391 and decreased paid in capital by $223,391.

(F) Use of Estimates
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amount of assets and  liabilities  at the date of financial
statements and the reported  amounts of revenue and expenses  during the period.
Actual results could differ from those estimates.

2. Investment Advisory Fees and Other Transactions With Affiliates
The Fund has entered into an Investment  Advisory  Agreement  with  Transamerica
Occidental Life Insurance Company ("the "Adviser"), a wholly owned subsidiary of
Transamerica  Insurance  Corporation  of  California,  which in turn is a wholly
owned  subsidiary of  Transamerica  Corporation.  For its services to the Growth
Portfolio,  the Adviser  receives an annual advisory fee of 0.75% of the average
daily net assets of the Portfolio.

The Adviser has  contracted  with  Transamerica  Investment  Services,  Inc.,  a
wholly-owned subsidiary of Transamerica Corporation to provide investment advice
to the Portfolio.  Transamerica  Investment  Services  receives its fee directly
from the Adviser, and receives no compensation from the Portfolio.

The Adviser, at its discretion, has agreed to waive its fee and assume any other
operating expenses (other than certain extraordinary or non-recurring  expenses)
of the Growth  Portfolio  which exceed 0.85% of the average  daily net assets of
the Portfolio.

Certain  directors  and officers of the Fund are also  directors and officers of
the Adviser, Transamerica Investment Services, and other affiliated Transamerica
entities, however they receive no compensation from the Fund.

3. Capital Stock Transactions
The Fund has one  billion  shares of $0.001 par value  stock  authorized.  As of
December 31, 1998,  the Growth  Portfolio  was  authorized  to issue two hundred
million shares.
<TABLE>
<CAPTION>

                           Year ended                                  Year ended
                           December 31, 1998                           December 31, 1997
- ------------------------------------------------------------------------------------------------------------------
Growth Portfolio  Shares            Amount           Shares            Amount
<S>                                <C>              <C>                                         <C>
Capital stock sold                 2,397,169        $43,159,237                -                $ -
Capital stock
         issued upon
         reinvestment
         of dividends and
         distributions             464,996        8,918,618             247,893         3,656,425
Capital stock
         redeemed                  (432,728)         (7,625,273)               (53,456)         (757,013)
- ------------------------------------------------------------------------------------------------------------------
Net increase                        2,429,437        $44,452,582                194,437  $2,899,412


</TABLE>



Report of independent auditors
Report of Ernst & Young LLP, Independent Auditors

To The Shareholders and Board of Directors of
Transamerica Variable Insurance Fund, Inc.

We have  audited  the  accompanying  statements  of assets  and  liabilities  of
Transamerica Variable Insurance Fund, Inc. (comprising, respectively, the Growth
Portfolio and Money Market Portfolio) (the "Funds") as of December 31, 1998, and
the related  statements of operations,  statements of changes in net assets, and
financial highlights for each of the periods indicated therein.  These financial
statements  and  financial  highlights  are  the  responsibility  of the  Funds'
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements and financial  highlights.  Our procedures  included  confirmation of
securities owned as of December 31, 1998, by  correspondence  with the custodian
and brokers. An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial position of each
of the respective portfolios constituting  Transamerica Variable Insurance Fund,
Inc., as of December 31, 1998, and the results of their operations,  the changes
in their net  assets  and their  financial  highlights  for each of the  periods
indicated therein, in conformity with generally accepted accounting  principles.
Sincerely,  Ernst & Young LLP Los  Angeles,  California  February  10,  1999 VIM
190-0299

<PAGE>
 
TRANSAMERICA VIF Money Market Portfolio



Portfolio Manager: Kevin J. Hickam


Portfolio Performance
The Transamerica VIF Money Market Portfolio  delivered good results during 1998.
The  Portfolio's  return  over the period as of  December  31, 1998 was 4.93% in
comparison to the IBC Money Fund Report return of 4.97%.  The seven-day  current
and effective yields were 4.65% and 4.76% respectively, as of December 31, 1998.
The Portfolio's  average annual total return since its inception in January 1998
is 4.95%.



Portfolio Manager Comments
The  Transamerica  VIF Money  Market  Portfolio  has  performed  well  since its
commencement  in January of 1998.  During the fourth  quarter,  in  response  to
economic turmoil in Latin America,  Asia and Eastern Europe, the Federal Reserve
Board cut the  Federal  Funds Rate from 5.50% to 4.75% as of year end.  They did
this with a series of 25 basis point rate cuts beginning in late September.  The
Federal  Reserve  Board's  strategy was  successful in increasing  liquidity and
restoring  confidence  to the U.S.  financial  markets.  By actively  monitoring
economic  activity,  anticipating the actions taken by the Federal Reserve,  and
actively  searching out  attractive  investment  opportunities,  we were able to
achieve excellent results for our shareholders.



Portfolio Asset Mix
    Common Paper (Domestic)    91.2%
    Common Paper (Foreign)      7.0%
    Repurchase Agreement        1.8%


Going Forward
Over the next six  months,  the United  States is  expected to continue to enjoy
solid  economic  growth,  although  the rate of  growth is  expected  to be more
moderate  than that of 1998.  Economic  data  indicates  that the low  inflation
environment that we are presently experiencing is likely to continue.  Prices on
consumer  goods are  expected  to remain  stable or perhaps go even  lower.  The
Portfolio's  objectives will remain the same: to provide  safety,  liquidity and
performance.



Average Annual Total Return

As of December 31, 1998    One Year

Money Market Portfolio     4.93%

The IBC's Money Fund Report(TM)        4.97%

Money Market Portfolio ($10,493 at 12/31/98)

The IBC's Money Fund Report(TM) ($10,497 at 12/31/98)

Hypothetical  illustration of $10,000  invested at inception  (January 2, 1998),
assuming  reinvestment of dividends and capital gains at net asset value through
December 31, 1998.


- -The IBC's  Money Fund  ReportTM  -All  Taxable,  First Tier is a  composite  of
taxable  money  market  funds  that  meet the  SEC's  definition  of first  tier
securities  contained in Rule 2a-7 under the Investment  Company Act of 1940. It
does not reflect any  commissions or fees which would be incurred by an investor
purchasing the securities it represents.  -The Portfolio is neither  insured nor
guaranteed  by the U.S.  government,  and  there  can be no  assurance  that the
Portfolio  will be able to maintain a stable net asset value of $1.00 per share.
- -The  Portfolio is only  available  through the  purchase of variable  insurance
products.   The  performance  data  does  not  reflect  the  additional  charges
associated  with such products.  Application  _of these charges would reduce the
performance of the Portfolio. Variable products pose investment risks, including
loss of capital.  Past performance is not predictive of future performance.  -If
the Investment Adviser had not waived fees and reimbursed expenses,  the returns
of the Portfolio would have been lower.
                        See notes to financial statements


     
  

COMMERCIAL PAPER - DOMESTIC -- 91.2%

- ----------------------------------------------------------------------------
Agricultural Machinery -- 1.8%
Deere & Company
                  4.950%     03/23/99   $125,000     $123,608

- ----------------------------------------------------------------------------
Banking -- 3.7%
J.P. Morgan & Company, Inc.
                  5.100%     02/19/99    250,000      248,264

- ----------------------------------------------------------------------------
Chemicals -- 4.2%
E. I. du Pont de Nemours and Company
                  5.150%     01/13/99    285,000      284,511

- ----------------------------------------------------------------------------
Commercial Financial Services -- 16.2%
Associates Corporation of North America
                  5.280%     01/12/99    130,000      129,791
                  5.000%     04/01/99    200,000      197,500
General Electric Capital Corporation
                  5.170%     01/15/99    138,000      137,722
                  5.330%     01/21/99    147,000      146,565
IBM Credit Corporation
                  5.280%     01/11/99    100,000       99,853
                  5.040%     01/25/99    245,000      244,177
John Deere Finance Ltd.
                  5.280%     01/22/99    150,000      149,538
- ----------------------------------------------------------------------------
                                                    1,105,146

- ----------------------------------------------------------------------------
Consumer Financial Services -- 17.9%
Ford Motor Credit Company
                  5.330%     01/05/99    135,000      134,920
                  5.370%     01/08/99    200,000      199,791
Motorola Credit Corporation
                  4.980%     02/05/99    125,000      124,395
                  5.100%     02/16/99    200,000      198,697
Toyota Motor Credit Corporation
                  5.180%     01/08/99    230,000      229,768
USAA Capital Corporation
                  5.300%     01/08/99    128,000      127,868
                  4.900%     02/08/99    200,000      198,966
- ------------------------------------------------------------------------
                                                    1,214,405

- ------------------------------------------------------------------------
Consumer Products -- 1.6%
The Procter & Gamble Company
                  5.150%     01/21/99    110,000      109,685

- ------------------------------------------------------------------------
Electric Utilities -- 4.8%
Duke Energy Corporation
                  5.800%     01/14/99    100,000       99,790
                  5.370%     01/28/99    230,000      229,074
- ------------------------------------------------------------------------
                                                      328,864
- ------------------------------------------------------------------------
Electrical Equipment -- 1.5%
Emerson Electric Company
                  5.450%     01/21/99    100,000       99,697

- ------------------------------------------------------------------------

Financial Services -- 14.9%
Caterpillar Financial Services
                  5.120%     01/25/99    150,000      149,488
                  5.180%     02/05/99    178,000      177,104
Chevron USA, Inc.
                  5.200%     01/22/99    100,000       99,697
Export Development Corporation
                  5.150%     02/19/99    300,000      297,897
Merrill Lynch & Company, Inc.
                  5.190%     01/19/99    290,000      289,247
- ------------------------------------------------------------------------
                                                    1,013,433

- ------------------------------------------------------------------------
Food & Beverages -- 3.5%
Coca Cola Company
                  5.150%     01/07/99    240,000      239,794

- ------------------------------------------------------------------------
Gas & Pipeline Utilities -- 4.9%
Consolidated Natural Gas Company
                  5.130%     01/28/99    335,000      333,711
- ---------------------------------------------------------------------------

Insurance -- 4.9% AIG Funding, Inc.
                  5.200%     01/07/99    335,000      334,710

- ---------------------------------------------------------------------------
Leisure & Entertainment -- 1.6%
The Walt Disney Company
                  5.000%     01/08/99    110,000      109,893

- ---------------------------------------------------------------------------
Oil -- 3.6%
Chevron Corporation
                  5.220%     01/11/99    245,000      244,645

- ---------------------------------------------------------------------------
Photography -- 4.2%
Eastman Kodak Company
                  5.050%     01/25/99    290,000      289,024

- ---------------------------------------------------------------------------
Telecommunications -- 1.9% BellSouth Telecommunications, Inc.
                  4.900%     02/23/99    128,000      127,076
- ---------------------------------------------------------------------------

Total Commercial Paper - Domestic
 (amortized cost  $6,206,466)                       6,206,466
- ---------------------------------------------------------------------------

COMMERCIAL PAPER - FOREIGN -- 7.0%

- ---------------------------------------------------------------------------
Banking -- 2.6%
Toronto Dominion Holdings
                  5.440%     02/10/99    175,000      173,942

- ---------------------------------------------------------------------------
Financial Services -- 2.9%
Canadian Imperial Holdings, Inc.
                  5.160%     02/01/99    200,000      200,000

- ---------------------------------------------------------------------------
Government -- 1.5%
Province of British Columbia
                  5.010%     02/18/99    100,000       99,332
- ---------------------------------------------------------------------------

Total Commercial Paper - Foreign
 (amortized cost  $473,274)                           473,274
- ----------------------------------------------------------------------------

REPURCHASE AGREEMENT -- 2.0%
State Street Bank and Trust Company,
   4.00%, due 01/04/99,(collateralized
   by $135,000 par value U.S. Treasury Note,
   6.375%,due 03/31/01, with a value of
   $142,111, cost $135,000)              135,000      135,000

- ----------------------------------------------------------------------------
Total Investments - 100.2%
(amortized cost  $6,814,740)                        6,814,740
Liabilities in Excess of Other Assets - (0.2)%        (11,686)
- ----------------------------------------------------------------------------
Net Assets - 100.0%                              $  6,803,054
- ----------------------------------------------------------------------------





<PAGE>


<TABLE>
<CAPTION>



See notes to financial statements



TRANSAMERICA VARIABLE INSURANCE FUND, INC.
Statements of Assets and Liabilities
December 31, 1998

                                                                                      Money Market
                                                                                        Portfolio
ASSETS
<S>                                                                                            <C>       
Investments, at cost                                                                           $6,814,740

Investments at value                                                                      $6,814,740
Cash                                                                                          452
Receivables:
     Fund shares sold                                                                       9,369
     Dividends and interest                                                                 1,821
     Due from Administrator                                                                10,581
     Other Assets                                                                               -
                                                                                    -------------

                                                                                        6,836,963

LIABILITIES
Payables:
     Securities purchased                                                                       -
     Fund shares redeemed                                                                     348
     Advisory fees                                                                          1,937
     Audit fees                                                                            15,001
     Custody fees                                                                           4,642
Other accrued expenses                                                                     11,981
                                                                                           33,909
TOTAL NET ASSETS                                                                    $   6,803,054
                                                                                    =============

NET ASSETS CONSIST OF:
Paid in capital                                                                     $   6,803,054
Accumulated net realized gain on investments                                                    -
Net unrealized appreciation of investments                                                      -
                                                                                    -------------
TOTAL NET ASSETS                                                                    $   6,803,054
                                                                                    =============

Shares outstanding                                                                       6,803,054
Net asset value per share                                                                      $ 1.00



<PAGE>


TRANSAMERICA VARIABLE INSURANCE FUND, INC. - MONEY MARKET PORTFOLIO
Statements of Operations
For the period ended December 31, 1998
                                                                                                          Money Market
                                                                                                            Portfolio*
Investment Income
Interest income                                                                                           $     181,318
Dividend income                                                                                                       -
                                                                                                                181,318

Expenses
Investment Adviser fee                                                                                           11,662
Custodian fees                                                                                                   27,105
Administration fees                                                                                              25,853
Audit fees                                                                                                       15,001
Transfer Agent fees                                                                                              19,489
Printing expenses                                                                                                 2,004
Other expenses                                                                                                      385
                                                                                                          -------------
Total expenses before waiver and reimbursement                                                                  101,499
Reimbursed and waived expenses                                                                                  (81,450)
                                                                                                          --------------
Net Expenses                                                                                                     20,049
                                                                                                          -------------

Net Investment Income                                                                                           161,269

Net Realized and Unrealized Gain on Investments
Net realized gain on investments                                                                                      -
Net change in unrealized appreciation of investments                                                                  -
Net Realized and Unrealized Gain on Investments                                                                       -

Net Increase in Net Assets Resulting From Operations                                                      $     161,269
                                                                                                          =============


</TABLE>


* Commenced operations on January 2, 1998.



<PAGE>
<TABLE>
<CAPTION>



See notes to financial statement
TRANSAMERICA VARIABLE INSURANCE FUND, INC. -MONEY MARKET PORTFOLIO
Statements of Changes in Net Assets


                                                                                     Year ended
                                                                                    December 31,
                                                                                     1998*
Increase in Net Assets
Operations:
<S>                                                                                 <C>          
   Net investment income                                                            $     161,269
   Net realized gain on investments                                                             -
     Net change in unrealized  appreciation  of investments  Net increase in net
assets  resulting  from  operations   161,269  Dividends  and  distributions  to
shareholders:
     Net investment income                                                               (161,269)

Net fund share transactions (Note 3)                                                    6,803,054
                                                                                    -------------

Net increase in net assets                                                              6,803,054

Net Assets
Beginning of period                                                                             -
End of period                                                                       $   6,803,054

</TABLE>



* The Portfolio commenced operations January 2, 1998












<PAGE>


<TABLE>
<CAPTION>

TRANSAMERICA VARIABLE INSURANCE FUND, INC. - MONEY MARKET PORTFOLIO

Financial Highlights

Selected data for a share outstanding throughout each period are as follows*


                                                                                   Period ended
                                                                                   December 31, 1998*
- -----------------------------------------------------------------------------------
                                                                                   ----------------------
Net Asset Value
<S>                                                                                <C>   
Beginning of period                                                                $1.000
                                                                                   ----------------------

Operations:
Net investment income                                                              0.048
                                                                                   ----------------------

Dividends/Distributions to Shareholders:
Net investment income                                                              (0.048)
                                                                                   ----------------------

Net Asset Value                                                                    $1.000          1.000
End of period
                                                                                   ----------------------

Total Return (a)                                                                   4.93%
                                                                                   ----------------------

Ratios and Supplemental Data:
Expenses to average net assets (1)(3)                                              0.60%
Net investment income to average net assets (2)(3)                                 4.81%
Net Assets, end of period (in thousands)                                           $6,803



</TABLE>



*  The Portfolio commenced operations January 2, 1998.

(a)     Total return is not annualized for periods less than one year.

(1) If the Investment  Adviser had not waived  expenses,  the ratio of operating
expenses  to  average  net assets  would  have been  3.03% for the period  ended
December 31, 1998.

(2) If the  Investment  Adviser  had  not  waived  expenses,  the  ratio  of net
investment  income to average  net  assets  would have been 2.38% for the period
ended December 31, 1998.

(3)     Annualized.



















<PAGE>


TRANSAMERICA VARIABLE INSURANCE FUND, INC.

Notes to Financial Statements

December 31, 1998



1.  Organization and Summary of Significant Accounting Policies

Transamerica Variable Insurance Funds, Inc. (the "Fund") is registered under the
Investment Company Act of 1940 as an open-end management investment company. The
of the Fund's portfolios are the Growth Portfolio and the Money Market Portfolio
(the  "Portfolios").  The Growth Portfolio's  investment  objective is long-term
capital  growth and the Money  Market  Portfolio's  investment  objective  is to
maximize  current income.  The Money Market  Portfolio  commenced  operations on
January 2, 1998.



The Fund was established as a Maryland  Corporation on June 23, 1995. The Growth
Portfolio is the successor to Transamerica  Occidental's Separate Account Fund C
(the  "Separate   Account")  which  was  organized  as  an  open-end  management
investment  company.  On November 1, 1996, all investments  held by the Separate
Account with a fair value of $29,567,077  and a cost basis of  $15,661,836  were
transferred  to the  Growth  Portfolio  of  the  Fund.  In  exchange  for  these
investments,  the  Separate  Account  received  all  of the  outstanding  shares
(2,956,116) of the Fund. This  transaction was accounted for in a manner similar
to a pooling of interests. Thereafter, the Separate Account's only investment is
shares of the Growth Portfolio  Effective  October 31, 1996, the net asset value
of the Growth Portfolio was re-priced at $10 per unit. All previous accumulation
unit values of the Separate Account have been restated for presentation purposes
to account for this change.

The following is a summary of significant  accounting  policies  followed by the
Fund in the preparation of its financial statements:



(A)   Valuation of Securities

Equity securities  traded on a national  exchange,  NASDAQ and  over-the-counter
securities  are  valued  at the last sale  price.  Securities  for which  market
quotations  are not readily  available are valued at fair value as determined in
good faith pursuant to procedures  established by the Fund's Board of Directors.
Debt  securities  with a maturity of 60 days or less, and all investments in the
Money Market Portfolio are valued at amortized cost, which  approximates  market
value.



(B)   Repurchase Agreements

The Portfolios may enter into repurchase  agreements with Federal Reserve System
member banks or U.S. securities dealers. A repurchase  agreement occurs when the
Portfolios purchase an interest-bearing debt obligation and the seller agrees to
repurchase  the  debt  obligation  on a  specified  date  in  the  future  at an
agreed-upon  price.  If the  seller is unable to make a timely  repurchase,  the
Portfolio's  expected proceeds could be delayed, or the Portfolio could suffer a
loss in  principal  or  current  interest,  or incur  costs in  liquidating  the
collateral.



<PAGE>


(C)  Securities Transactions and Investment Income

Securities  transactions  are  recorded  on the trade date.  Dividend  income is
recorded on the  ex-dividend  date and interest  income is recorded  daily on an
accrual basis. Realized gains and losses on investments are determined using the
identified  cost method for both  financial  statement  and  Federal  income tax
purposes.  The aggregate  cost of  securities  purchased  (excluding  short-term
investments)  and proceeds from sales for the Growth  Portfolio were $58,317,973
and $23,286,114 respectively, for the year ended December 31, 1998.

(D)  Dividends and Distributions

The Growth  Portfolio  declares and  distributes  dividends  from net investment
income  and  distributes  its net  realized  capital  gains,  if any,  at  least
annually.  The Money Market  Portfolio  declares  dividends  daily and pays such
dividends  monthly.  Net realized  capital gains, if any, are  distributed.  All
distributions are paid in shares of the relevant Portfolio at net asset value.



(E)   Federal Income Taxes

The Fund's  policy is to comply with the  requirements  of the Internal  Revenue
Code applicable to regulated  investment  companies and to distribute all of its
taxable income to its shareholders.  Therefore,  no federal income tax provision
is  required.  On December 30, 1998,  the Growth  Portfolio  paid a capital gain
distribution of $8,918,613 and $1.757 per share.

Net  investment  income   distributions  and  capital  gains  distributions  are
determined  in  accordance  with  income tax  regulations  which may differ from
generally accepted accounting principles. These differences are due to differing
treatments  for items such as deferral of wash sales,  net operating  losses and
capital loss  carryforwards.  For the year ended  December 31, 1998,  the Growth
Portfolio  increased  accumulated  net investment loss by $223,391 and decreased
paid in capital by $223,391.



(F)   Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amount of assets and  liabilities  at the date of financial
statements and the reported  amounts of revenue and expenses  during the period.
Actual results could differ from those estimates.



2.  Investment Advisory Fees and Other Transactions With Affiliates

The Fund has entered into an Investment  Advisory  Agreement  with  Transamerica
Occidental Life Insurance Company ("the "Adviser"), a wholly owned subsidiary of
Transamerica  Insurance  Corporation  of  California,  which in turn is a wholly
owned  subsidiary of  Transamerica  Corporation.  For its services to the Growth
Portfolio,  the Adviser  receives an annual advisory fee of 0.75% of the average
daily  net  assets  of the  Portfolio.  For its  services  to the  Money  Market
Portfolio,  the Adviser  receives an annual advisory fee of 0.35% of the average
daily net assets of the Portfolio.



The Adviser has  contracted  with  Transamerica  Investment  Services,  Inc.,  a
wholly-owned subsidiary of Transamerica Corporation to provide investment advice
to the Portfolios.  Transamerica  Investment  Services receives its fee directly
from the Adviser, and receives no compensation from the Portfolios.



The Adviser, at its discretion, has agreed to waive its fee and assume any other
operating expenses (other than certain extraordinary or non-recurring  expenses)
of the  Growth  and Money  Market  Portfolios  which  exceed  0.85%  and  0.60%,
respectively, of the average daily net assets of the Portfolios.



Certain  directors  and officers of the Fund are also  directors and officers of
the Adviser, the Separate Account,  Transamerica  Investment Services, and other
affiliated Transamerica entities,  however they receive no compensation from the
Fund.



3.  Capital Stock Transactions

The Fund has one  billion  shares of $0.001 par value  stock  authorized.  As of
December 31, 1998,  the Growth  Portfolio  was  authorized  to issue two hundred
million shares.
<TABLE>
<CAPTION>



                                                       Year ended                         Year ended

                                                   December 31, 1998                   December 31, 1997
                                             ---------------------------------- -----------------------------------
    Growth Portfolio                            Shares           Amount            Shares            Amount
    ---------------------------------------- ---------------- ----------------- ---------------- ------------------
<S>                                                           <C>                                <C>
    Capital stock sold                                        $  43,159,237                      $
                                             2,397,169                          -                -
    Capital stock issued upon

         reinvestment of dividends and

         distributions
                                             464,996          8,918,618         247,893          3,656,425
    Capital stock redeemed
                                             (432,728)        (7,625,273)       (53,456)         (757,013)
                                             ---------------- ----------------- ---------------- ------------------
    Net increase                                                $44,452,582                      $
                                             2,429,437                          194,437          2,899,412
    ---------------------------------------- ---------------- ----------------- ---------------- ------------------
 .
</TABLE>

As of December 31, 1998, the Money Market  Portfolio was authorized to issue two
hundred million shares.





                         Period ended December 31, 1998*
                                             ----------------------------------
    Money Market Portfolio                      Shares             Amount
                                             ---------------- -----------------
    ----------------------------------------
    Capital stock sold                                        $    9,566,932
                                             9,566,932
    Capital stock issued upon

         reinvestment of dividends and

         distributions
                                             161,266          161,266
    Capital stock redeemed                    (2,925,144)           (2,925,144)
                                             ---------------- -----------------
    Net increase                                                   $6,803,054
                                             6,803,054
    ---------------------------------------- ---------------- -----------------


* Portfolio commenced operations January 2, 1998.



<PAGE>


REPORT OF INDEPENDENT AUDITORS




Report of Ernst & Young LLP, Independent Auditors



To The Shareholders and Board of Directors of Transamerica Variable Insurance 
Fund, Inc.

We have  audited  the  accompanying  statements  of assets  and  liabilities  of
Transamerica Variable Insurance Fund, Inc. (comprising, respectively, the Growth
Portfolio and Money Market Portfolio) (the "Funds") as of December 31, 1998, and
the related  statements of operations,  statements of changes in net assets, and
financial highlights for each of the periods indicated therein.  These financial
statements  and  financial  highlights  are  the  responsibility  of the  Funds'
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements and financial  highlights.  Our procedures  included  confirmation of
securities owned as of December 31, 1998, by  correspondence  with the custodian
and brokers. An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial position of each
of the respective portfolios constituting  Transamerica Variable Insurance Fund,
Inc., as of December 31, 1998, and the results of their operations,  the changes
in their net  assets  and their  financial  highlights  for each of the  periods
indicated therein, in conformity with generally accepted accounting principles.



Sincerely,                  Los Angeles, California

[GRAPHIC OMITTED]
                            February 10, 1999



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