PIMCO VARIABLE INSURANCE TRUST
497, 1998-10-29
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                                                                            LOGO



PIMCO
Variable
Insurance
Trust



                              Intermediate-Term Bond Portfolio
                                   High Yield Bond Portfolio


                              Stock Portfolio
                                   StocksPLUS Growth and Income Portfolio
















                                                                      Prospectus

                                                                October 27, 1998


<PAGE>





PIMCO Variable Insurance Trust

Prospectus

October 27, 1998


The PIMCO High Yield Bond Portfolio and the PIMCO  StocksPLUS  Growth and Income
Portfolio, which are two series of PIMCO Variable Insurance Trust (the "Trust"),
are  designed  to  provide  access  to the  professional  investment  management
services  offered by  Pacific  Investment  Management  Company  ("PIMCO"  or the
"Adviser").  Each Portfolio has its own investment  objective and strategies and
its own  risk/reward  profile,  which  are  described  in this  Prospectus.  The
investments  made by the Portfolios at any given time are not expected to be the
same as those made by other  mutual  funds for which  PIMCO  acts as  investment
adviser,  including  mutual  funds with  investment  objectives  and  strategies
similar to those of the Portfolios.

This Prospectus gives vital  information you should know before investing in the
Portfolios.  For your own  benefit  and  protection,  please  read it before you
invest and keep it for future reference.

Shares  of the  Portfolios  currently  are  sold to  segregated  asset  accounts
("Separate  Accounts")  of  insurance  companies  which  fund  variable  annuity
contracts and variable life insurance policies ("Variable Contracts"). Assets in
the Separate Account are invested in shares of the Portfolios in accordance with
allocation   instructions   received  from  owners  of  the  Variable  Contracts
("Variable Contract Owners"). Variable Contract Owners do not deal directly with
the Portfolios to purchase or redeem shares.  The allocation  rights of Variable
Contract Owners are described in the accompanying  Separate Account  prospectus.
Shares of the  Portfolios  also may be sold to qualified  pension and retirement
plans outside of the separate account context.

This  Prospectus  should  be read in  conjunction  with  the  prospectus  of the
Separate Account.  Both  prospectuses  should be read carefully and retained for
future reference.

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or passed upon the  accuracy or  adequacy  of this  Prospectus.  Any
representation to the contrary is a criminal offense.


<PAGE>

                                TABLE OF CONTENTS

OVERVIEW  .............................................................  3

     Portfolios at a Glance............................................  3
     Investment Strategies and Risk Factors............................  3
     Fixed Income Instruments..........................................  3
     Ratings of Debt Securities........................................  4

DESCRIPTION OF PORTFOLIOS..............................................  5

     PIMCO High Yield Bond Portfolio...................................  5
     PIMCO StocksPLUS Growth and Income Portfolio......................  7

MANAGEMENT OF THE TRUST................................................  9

     Adviser and Administrator.........................................  9
     Advisory and Administrative Fees.................................. 10
     Portfolio Transactions............................................ 10

PURCHASE OF SHARES..................................................... 10

REDEMPTION OF SHARES................................................... 11

NET ASSET VALUE........................................................ 11

TAXES ................................................................. 12

RISK FACTORS AND SPECIAL CONSIDERATIONS................................ 12

FINANCIAL HIGHLIGHTS................................................... 17

OTHER INFORMATION...................................................... 18

     Portfolio Names................................................... 18
     Total Return and Real Return...................................... 18
     Performance Information of Similar Funds.......................... 18

APPENDIX A............................................................. 20

APPENDIX B............................................................. 21


<PAGE>


                                    OVERVIEW

Portfolios at a Glance
<TABLE>
<CAPTION>

     Intermediate-Term Bond
     Portfolio                  Primary Investments                  Duration      Credit Quality(1)    Foreign(2)
    <S>                        <C>                                  <C>           <C>                  <C>
     High Yield Bond            Higher yielding fixed income         2-6 years     B to Aaa; min 65%        0%
                                securities                                         below Baa

     Stock Portfolio
     StocksPLUS Growth and      S&P 500 stock index derivatives      0-1 year      B to Aaa; max 10%       0-20%
     Income                     backed by a portfolio of                           below Baa
                                short-term fixed income securities

<FN>

   (1) As rated by Moody's Investors Service, Inc., or if unrated, determined to
       be of comparable quality. For specific information  concerning the credit
       quality of the securities  held by each Portfolio,  see that  Portfolio's
       description of Main Investment Strategies.

   (2) Percentage limitations relate to foreign currency-denominated securities.
       Each Portfolio may invest beyond these limits in U.S.  dollar-denominated
       securities of foreign issuers.
</FN>
</TABLE>

Investment Strategies and Risk Factors

     Investment  Strategies.  Each Portfolio has specific strategies that it may
use to pursue its  investment  objective,  and specific  types of  securities in
which the  Portfolio  may invest,  which are  described  under the heading "Main
Investment Strategies" in the Description of Portfolios.  Percentage limitations
described in this Prospectus apply at the time of investment,  and may vary with
fluctuations in the value of a Portfolio's investment portfolio.

     Risk Factors.  The major risks  associated with investing in each Portfolio
are described under the heading "Risk Factors" in the Description of Portfolios.
Please be sure to read all risk  disclosures  carefully before  investing.  This
Prospectus  does not  describe  all of the risks of every  security or technique
that the Portfolios may use. For such information, please refer to the Statement
of Additional Information.

Fixed Income Instruments

     "Fixed Income Instruments" as used in this Prospectus means:

     o    securities issued or guaranteed by the U.S.  Government,  its agencies
          or instrumentalities ("U.S. Government securities");

     o    corporate  debt  securities,   including  convertible  securities  and
          corporate commercial paper;

     o    mortgage-backed and other asset-backed securities;

     o    inflation-indexed bonds issued both by governments and corporations;

     o    structured   notes,   including   hybrid  or   "indexed"   securities,
          catastrophe bonds and loan participations;

     o    delayed funding loans and revolving credit facilities;

     o    bank  certificates  of  deposit,  fixed  time  deposits  and  bankers'
          acceptances;

     o    repurchase agreements and reverse repurchase agreements;

     o    obligations of foreign governments or their subdivisions, agencies and
          instrumentalities; and

     o    obligations of international agencies or supranational entities.

     Fixed Income  Instruments  may have fixed,  variable,  or floating rates of
interest,  including  rates of interest  that vary  inversely at a multiple of a
designated  or  floating  rate,  or that vary  according  to changes in relative
values  of  currencies.  The  High  Yield  Bond  Portfolio  may  hold  different
percentages of its assets in these various types of securities.
<PAGE>


                              OVERVIEW (continued)

Ratings of Debt Securities

     In this  Prospectus,  references  are made to the  ratings of Fixed  Income
Instruments.  To aid in  your  understanding  of the  use of  these  terms,  the
following is a brief  description of the ratings  categories  applicable to such
securities.  For a further description of ratings, see "Appendix  B--Description
of Securities Ratings."

     High Quality Debt Securities are those receiving  ratings from at least one
nationally  recognized  statistical  rating  organization  ("NRSRO"),   such  as
Standard & Poor's Ratings Services ("S&P") or Moody's  Investors  Service,  Inc.
("Moody's"),  in one of the two highest rating  categories (the highest category
for commercial paper) or, if unrated by any NRSRO, deemed comparable by PIMCO.

     Investment Grade Debt Securities are those receiving  ratings from at least
one NRSRO in one of the four  highest  rating  categories  or, if unrated by any
NRSRO, deemed comparable by PIMCO.

     Lower-Rated,  High Yield  Securities  ("Junk  Bonds") are those rated lower
than Baa by Moody's or BBB by S&P and comparable securities. They are considered
to be  predominately  speculative  with respect to the  issuer's  ability to pay
interest and repay principal.  For more information on the risks of investing in
lower-rated  securities,  see "High Yield  Securities  ("Junk  Bonds")" in "Risk
Factors and Special Considerations."



<PAGE>


                            DESCRIPTION OF PORTFOLIOS

PIMCO HIGH YIELD BOND PORTFOLIO

Investment Objective

     The PIMCO  High  Yield  Bond  Portfolio  seeks to  maximize  total  return,
consistent with preservation of capital and prudent investment management.

Main Investment Strategies

     The PIMCO High Yield Bond Portfolio  invests under normal  circumstances at
least 65% of its assets in a diversified  portfolio of junk bonds rated at least
B by  Moody's  or S&P,  or,  if  unrated,  determined  by the  Adviser  to be of
comparable  quality.  The remainder of the Portfolio's assets may be invested in
investment grade Fixed Income  Instruments.  The average  portfolio  duration of
this Portfolio will normally vary within a two- to six-year time frame depending
on the Adviser's  view of the potential for total return offered by a particular
duration strategy. See "Appendix  A--Description of Duration." The Portfolio may
invest  in  securities  of  foreign  issuers  only if the  securities  are  U.S.
dollar-denominated.   The  Portfolio  also  may  engage  in  hedging  strategies
involving equity options.

     The Portfolio may invest all of its assets in derivative instruments,  such
as  options,   futures  contracts  or  swap  agreements,   or  in  mortgage-  or
asset-backed  securities.  The Portfolio  may lend its  portfolio  securities to
brokers,  dealers and other financial institutions to earn income. The Portfolio
may enter into a series of purchase and sale  contracts or use other  investment
techniques  to obtain  market  exposure to the  securities in which it primarily
invests.

Risk Factors

     An  investment  in the PIMCO  High  Yield  Bond  Portfolio  is  subject  to
investment risk,  including possible loss of the principal amount invested.  The
Portfolio is subject to credit risk. Investments in high yield securities, while
generally providing greater potential  opportunity for capital  appreciation and
higher yields than investments in higher rated  securities,  also entail greater
credit risk, including the possibility of default or bankruptcy of the issuer of
the  securities.  Risk of  default  or  bankruptcy  may be greater in periods of
economic  uncertainty  or  recession.  The Adviser  seeks to reduce  credit risk
through  diversification,  credit analysis and attention to current developments
and trends in both the economy and financial  markets.  For a further discussion
of the special risks of investing in lower rated  securities,  see "Risk Factors
and Special  Considerations--High Yield Securities ("Junk Bonds")" and "Appendix
B--Description of Securities Ratings."

     The Portfolio also is subject to interest rate risk.  Generally,  the value
of fixed income securities will change inversely with changes in interest rates.
As  interest  rates rise,  market  value  tends to  decrease.  This risk will be
greater for long-term  securities  than for  short-term  securities.  Derivative
instruments  may be  particularly  sensitive to changes in  prevailing  interest
rates. For a further explanation, see "Risk Factors and Special Considerations,"
which you should read carefully before investing.

     An  investment  in the  Portfolio  is not a  deposit  of a bank  and is not
insured or guaranteed by the Federal Deposit Insurance  Corporation or any other
government agency.

Fees and Expenses

     This table  describes the fees and expenses (as a percentage of net assets)
that you may pay in  connection  with an investment in the PIMCO High Yield Bond
Portfolio.



  Annual Portfolio Operating Expenses (expenses deducted from Portfolio assets)

     Advisory Fee................................   0.50%
     Administrative Fee..........................   0.25%

     Total Portfolio Operating Expenses..........   0.75%


     Example

     This  Example is intended to help you compare the cost of  investing in the
Portfolio to the cost of investing in other portfolios. The Example assumes that
you invest  $10,000 in the  Portfolio  for the time periods  indicated  and then
redeem all your shares at the end of those  periods.  The Example also assumes a
5% return each year and that the Portfolio's operating expenses remain the same.
Although  your actual costs may be higher or lower,  based on these  assumptions
your costs would be:

                         1 year                   3 years
                         $77                      $ 240

<PAGE>


PIMCO STOCKSPLUS GROWTH AND INCOME PORTFOLIO

Investment Objective

     The PIMCO  StocksPLUS  Growth and Income Portfolio seeks to achieve a total
return which exceeds the total return performance of the S&P 500.

Main Investment Strategies

     The PIMCO StocksPLUS  Growth and Income Portfolio invests in common stocks,
options,  futures,  options on futures  and swaps.  StocksPLUS  is the name of a
proprietary  portfolio  management  strategy  which uses S&P 500  derivatives in
addition  to or in place of S&P 500  stocks to  attempt  to equal or exceed  the
performance  of the S&P 500.  The  Adviser  expects  that  under  normal  market
conditions, the Portfolio will invest substantially all of its assets in S&P 500
derivatives, backed by a portfolio of Fixed Income Instruments. The Adviser will
actively  manage the fixed income assets  serving as cover for  derivatives,  as
well as any other  fixed  income  assets held by the  Portfolio,  with a view to
enhancing the Portfolio's  total return  investment  performance,  subject to an
overall  portfolio  duration  which is normally not expected to exceed one year.
See "Appendix A--Description of Duration."

     The S&P 500 is composed of 500 selected  common  stocks,  most of which are
listed on the New York Stock Exchange.  S&P chooses the stocks to be included in
the S&P 500 solely on a statistical basis.  Stocks represented  currently in the
S&P 500 represent approximately two-thirds of the total market value of all U.S.
common stocks.  The Portfolio is neither  sponsored by nor affiliated  with S&P.
The Portfolio  will seek to remain  invested in S&P 500  derivatives  or S&P 500
stocks even when the S&P 500 is declining.

     When S&P 500 derivatives  appear to be overvalued  relative to the S&P 500,
the  Portfolio  may  invest up to 100% of its  assets in a  "basket"  of S&P 500
stocks.   The  composition  of  this  basket  will  be  determined  by  standard
statistical  techniques  that  analyze the  historical  correlation  between the
return of every  stock  currently  in the S&P 500 and the  return on the S&P 500
itself.  The Adviser may employ  fundamental stock analysis only to choose among
stocks that have already  satisfied the statistical  correlation  tests.  Stocks
chosen for the Portfolio are not limited to those with any particular  weighting
in the S&P 500.

     Assets not  invested in equity  securities  may be  invested in  securities
eligible for purchase by the Fixed Income  Portfolios.  The Portfolio may invest
up to 10% of its assets in junk bonds  rated B or higher by Moody's or S&P,  or,
if unrated,  determined by the Adviser to be of comparable quality. In addition,
the Portfolio may lend its  portfolio  securities to brokers,  dealers and other
financial institutions to earn income. The Portfolio may invest up to 20% of its
assets in  securities  of foreign  issuers,  may  purchase  and sell options and
futures on foreign  currencies,  and may enter into forward currency  contracts.
The Portfolio may invest all of its assets in  derivative  instruments,  such as
options, futures contracts or swap agreements.

Risk Factors

     An  investment  in the PIMCO  StocksPLUS  Growth  and Income  Portfolio  is
subject to investment  risk,  including  possible  loss of the principal  amount
invested.  The  Portfolio is subject to market risk,  which is the risk that the
market  value  of  securities  may  move  up and  down,  sometimes  rapidly  and
unpredictably.  The Portfolio also is subject to interest rate risk.  Generally,
the value of fixed  income  securities  will change  inversely  with  changes in
interest  rates.  As interest rates rise,  market value tends to decrease.  This
risk will be greater for long-term  securities  than for short-term  securities.
Derivative  instruments may be  particularly  sensitive to changes in prevailing
interest rates.  Unexpected  changes in interest rates may adversely  affect the
value of the Portfolio's investments in particular derivative instruments.

     To the  extent  that the Fund  invests in S&P 500  derivatives  backed by a
portfolio of Fixed Income Instruments, under certain conditions,  generally in a
market where the value of both S&P 500 derivatives and Fixed Income  Instruments
are declining,  the Fund may experience greater losses than would be the case if
it were to invest directly in a portfolio of S&P 500 stocks.
     A large number of investors  use S&P 500  derivatives  for both hedging and
speculative  purposes,  and  although  generally  this helps  guarantee a liquid
market in those  instruments,  at times  liquidity may be limited.  From time to
time, requirements of the Internal Revenue Code or an unanticipated inability to
close out positions  when it would be most  advantageous  to do so may limit the
Adviser's ability to use S&P 500 derivatives.

     The Portfolio also is subject to credit risk, which is the possibility that
an issuer of a  security,  or a  counterparty  to a  derivative  contract,  will
default or become unable to meet a financial obligation. Junk bonds carry a high
degree  of  credit  risk.  Securities  of  foreign  issuers  may be  subject  to
additional risk factors,  including  foreign currency and political risks. For a
further explanation,  see "Risk Factors and Special  Considerations,"  which you
should read carefully before investing.

     An  investment  in the  Portfolio  is not a  deposit  of a bank  and is not
insured or guaranteed by the Federal Deposit Insurance  Corporation or any other
government agency.

Fees and Expenses

     This table  describes the fees and expenses (as a percentage of net assets)
that you may pay in connection with an investment in the PIMCO StocksPLUS Growth
and Income Portfolio.

  Annual Portfolio Operating Expenses (expenses deducted from Portfolio assets)

     Advisory Fee.......................................   0.40%
     Administrative Fee.................................   0.25%

     Total Portfolio Operating Expenses.................   0.65%


     Example

     This  Example is intended to help you compare the cost of  investing in the
Portfolio to the cost of investing in other portfolios. The Example assumes that
you invest  $10,000 in the  Portfolio  for the time periods  indicated  and then
redeem all your shares at the end of those  periods.  The Example also assumes a
5% return each year and that the Portfolio's operating expenses remain the same.
Although  your actual costs may be higher or lower,  based on these  assumptions
your costs would be:

                    1 year                     3 years
                    $66                        $ 208




<PAGE>


                             MANAGEMENT OF THE TRUST

Adviser and Administrator

     PIMCO serves as  investment  adviser to the  portfolios.  PIMCO manages the
investment of the assets of these Portfolios, and places orders for the purchase
and sale of each  Portfolio's  investments  directly  with  brokers  or  dealers
selected by it in its discretion.  See "Portfolio Transactions." PIMCO is one of
the premier fixed income investment management firms in the United States. PIMCO
was founded in 1971, and had over $142 billion in assets under  management as of
August 31, 1998.  PIMCO  invests in all sectors of the fixed income market using
its total return  philosophy -- seeking  capital  appreciation as well as yield.
PIMCO is a subsidiary partnership of PIMCO Advisors L.P. ("PIMCO Advisors"). The
general  partners of PIMCO Advisors are PIMCO Partners,  G.P. and PIMCO Advisors
Holdings L.P. ("PAH").  PIMCO Partners,  G.P. is a general  partnership  between
PIMCO  Holding  LLC,  a  Delaware  limited  liability  company  and an  indirect
wholly-owned  subsidiary of Pacific Life Insurance  Company,  and PIMCO Partners
LLC, a California limited liability company controlled by the Managing Directors
of PIMCO.  PIMCO  Partners,  G.P. is the sole  general  partner of PAH.  PIMCO's
address is 840 Newport Center Drive, Suite 300, Newport Beach, California 92660.
PIMCO is registered as an investment  adviser with the  Securities  and Exchange
Commission  ("SEC")  and as a commodity  trading  advisor  with the  Commodities
Futures Trading Commission.

     In selecting  fixed income  securities,  PIMCO uses  economic  forecasting,
interest rate  anticipation,  credit and call risk  analysis,  foreign  currency
exchange  rate  forecasting,  and other  securities  selection  techniques.  The
proportion of each Portfolio's assets committed to investment in securities with
particular  characteristics  (such as maturity,  type and coupon rate) will vary
based on PIMCO's  outlook for the U.S.  and  foreign  economies,  the  financial
markets,  and other factors.  The  management of duration,  a measure of a fixed
income  security's  expected life that  incorporates its yield,  coupon interest
payments,  final  maturity and call  features  into one  measure,  is one of the
fundamental  tools used by PIMCO.  For a discussion  of the concept of duration,
see "Appendix A--Description of Duration."

     The  table  below  provides  information  about  the  individual  portfolio
managers  responsible for management of the Portfolios  since their  inceptions,
including their occupations for the past five years.

Portfolio                       Portfolio Manager And Business Experience
                                (Past Five Years)

High Yield Bond Portfolio       Benjamin Trosky, Managing Director, PIMCO.
                                A Fixed Income Portfolio Manager, Mr. Trosky
                                joined PIMCO in 1990 and has managed the PIMCO
                                High Yield Fund for the PIMCO Funds:  Pacific 
                                Investment   Management  Series  since  its
                                inception on December 16, 1992.

StocksPLUS  Growth and          William H. Gross, Managing Director, PIMCO. A 
  Income Portfolio              Fixed Income Portfolio Manager, Mr. Gross
                                is one of the founders of PIMCO and has managed
                                the PIMCO Low  Duration,  Low Duration II, Low
                                Duration  III,  Total  Return,  Total Return II 
                                and Total  Return III Funds for the PIMCO 
                                Funds:  Pacific  Investment Management
                                Series since their inceptions on May 11, 1987, 
                                November 1, 1991, December  31,  1996,  May  11,
                                1987,  December  30,  1991,  and  May  1,  1991,
                                respectively.  Mr.  Gross is the  leader of a
                                team which has  managed  the PIMCO Short-Term,
                                Strategic Balanced and StocksPLUS Funds for the
                                PIMCO Funds: Pacific Investment Management
                                Series since January 6, 1998.

     PIMCO  also  serves as  administrator  to the  Portfolios.  PIMCO  provides
administrative   services  to  the  Portfolios   which  include  clerical  help,
accounting,  bookkeeping, internal audit services, preparation of reports to the
Portfolios'  shareholders or other appropriate  parties,  regulatory filings and
certain other services required by the Portfolios.




Advisory and Administrative Fees

     The Portfolios  feature fixed advisory and  administrative  fee rates.  For
investment  advisory  and  administrative  services  as  described  below,  each
Portfolio  pays  monthly  fees at an annual rate based on the average  daily net
assets of the Portfolio as follows:

                                                           Advisory Fee
     Portfolio                                                Rate

     High Yield Bond Portfolio ...............................0.50%
     StocksPLUS Growth and Income Portfolio   ................0.40%


                                                          Administrative
     Portfolio                                              Fee Rate

     High Yield Bond Portfolio .............................. 0.25%
     StocksPLUS Growth and Income Portfolio ................. 0.25%

     The  administrative  fee covers  most of the  expenses  of the  Portfolios,
including legal, audit, custody, transfer agency and certain other services, and
is  responsible  for the costs of  registration  of the  Trust's  shares and the
printing of  prospectuses  and shareholder  reports for current  shareholders or
other appropriate parties.

     The Portfolios are responsible for bearing certain expenses associated with
their  operations  that are not  provided  or  procured  by  PIMCO.  While it is
expected that these expenses  generally  will not have a material  effect on the
Portfolio   expense  ratios,   they  may  have  a  material  effect  in  certain
circumstances, such as when the average net assets of a Portfolio are lower than
anticipated.

Portfolio Transactions

     The Adviser has  discretion to select the brokers and dealers with which it
places orders for the purchase and sale of portfolio  investments.  In doing so,
the Adviser will seek the best price and execution of the Portfolios'  orders. A
Portfolio may pay higher  commission  rates than the lowest  available  when the
Adviser  believes it is  reasonable  in light of the value of the  brokerage and
research services provided by the broker effecting the transaction.

     The Adviser manages the Portfolios without regard generally to restrictions
on portfolio turnover.  The use of derivative  instruments with relatively short
maturities  may  tend  to  exaggerate  the  portfolio   turnover  rate  for  the
Portfolios.  Trading in fixed income  securities does not generally  involve the
payment of brokerage  commissions,  but does involve indirect transaction costs.
The use of futures  contracts may involve the payment of  commissions to futures
commission merchants.  A Portfolio with a higher rate of portfolio turnover will
generally incur higher transaction costs.

     Some  securities  considered for  investment by the Portfolios  also may be
appropriate  for other clients  served by the Adviser.  If a purchase or sale of
securities  consistent  with the  investment  policies of a Portfolio and one or
more of these  clients  served by the Adviser is considered at or about the same
time,  transactions in such securities will be allocated among the Portfolio and
clients in a manner deemed fair and  reasonable by the Adviser.  The Adviser may
aggregate orders for the Portfolios with simultaneous  transactions entered into
on behalf of other clients of the Adviser.

                               PURCHASE OF SHARES

     As of the date of this Prospectus, shares of the Portfolios are offered for
purchase by  Separate  Accounts to serve as an  investment  medium for  Variable
Contracts  issued by life  insurance  companies,  and to  qualified  pension and
retirement  plans outside of the separate  account  context.  Variable  Contract
Owners  do not deal  directly  with the  Portfolios.  The  allocation  rights of
Variable  Contract  Owners are described in the  accompanying  Separate  Account
prospectus.

     While the Portfolios currently do not foresee any disadvantages to Variable
Contract  Owners  if the  Portfolios  serve  as an  investment  medium  for both
variable  annuity  contracts  and  variable  life  insurance  policies,  due  to
differences  in tax  treatment  or  other  considerations,  it is  theoretically
possible that the interest of owners of annuity contracts and insurance policies
for which the Portfolios served as an investment medium might at some time be in
conflict. However, the Trust's Board of Trustees and each insurance company with
a separate account  allocating  assets to the Portfolios are required to monitor
events to identify any material  conflicts  between  variable  annuity  contract
owners and variable life insurance  policy  owners,  and would have to determine
what action, if any, should be taken in the event of such a conflict.  If such a
conflict occurred, an insurance company participating in the Portfolios might be
required to redeem the  investment of one or more of its separate  accounts from
the  Portfolios,  which  might  force  the  Portfolios  to  sell  securities  at
disadvantageous prices.

     The Trust is "open for  business"  on each day the New York Stock  Exchange
(the "Exchange") is open for trading. A purchase order, together with payment in
proper  form,  received  before  the close of regular  trading  on the  Exchange
(normally 4:00 p.m.,  Eastern time) on a day the Trust is open for business will
be  effected at that day's net asset  value.  In order to  facilitate  efficient
operation  of the  PIMCO  StocksPLUS  Growth  and  Income  Portfolio,  the Trust
requests  that all  purchase  orders for the  Portfolio be received at least one
hour prior to the close of regular trading on the Exchange  (normally 3:00 p.m.,
Eastern  time).  An order  received  after the close of  regular  trading on the
Exchange  generally  will be effected at the net asset value  determined  on the
next business day.

     The  Trust  and its  distributor  each  reserves  the  right,  in its  sole
discretion, to suspend the offering of shares of the Portfolios or to reject any
purchase order,  in whole or in part, or to redeem shares,  in whole or in part,
when, in the judgment of management, such suspension or rejection is in the best
interests of the Trust.  The sale of shares will be suspended  during any period
in which the  Exchange  is closed for other than  weekends  or  holidays,  or if
permitted by the rules of the SEC, when trading on the Exchange is restricted or
during an emergency which makes it  impracticable  for the Portfolios to dispose
of their  securities  or to determine  fairly the value of their net assets,  or
during any other period as permitted by the SEC for the protection of investors.
In the event that a  Portfolio  ceases  offering  its  shares,  any  investments
allocated to the Portfolio will, subject to any necessary regulatory  approvals,
be invested in another Portfolio.

                              REDEMPTION OF SHARES

     Shares may be redeemed  without  charge on any day that the net asset value
is  calculated.  All  redemption  orders are effected at the net asset value per
share next determined after a redemption request is received.
Payment for shares redeemed normally will be made within seven days.

     The Trust may suspend the right of  redemption or postpone the payment date
at times  when the  Exchange  is  closed,  or during  certain  other  periods as
permitted  under the  federal  securities  laws.  In  consideration  of the best
interests of the  remaining  shareholders,  the Trust  reserves the right to pay
redemption  proceeds in whole or in part by a distribution in kind of securities
held by a Portfolio  in lieu of cash.  It is highly  unlikely  that shares would
ever be redeemed in kind. If shares are redeemed in kind, however, the redeeming
shareholder should expect to incur transaction costs upon the disposition of the
securities received in the distribution.

                                 NET ASSET VALUE

     The net asset value per share of each Portfolio will be determined  once on
each day that the  Exchange  is open as of the close of  regular  trading on the
Exchange  (normally  4:00  p.m.  Eastern  time).  Net  asset  value  will not be
determined on days on which the Exchange is closed for trading.  Portfolios that
invest in  securities  traded  in  foreign  securities  markets  may trade  such
securities  on days when the  Exchange is not open,  and the net asset value per
share of these  Portfolios may be affected  significantly on days when investors
do not have access to the Portfolios.

     Portfolio  securities  and other  assets for which  market  quotations  are
readily  available  are stated at market  value.  Fixed  income  securities  are
normally valued on the basis of quotations  obtained from brokers and dealers or
pricing services.  Short-term  investments  having a maturity of 60 days or less
are  valued at  amortized  cost,  when the  Board of  Trustees  determines  that
amortized  cost is their fair value.  Certain fixed income  securities for which
daily market  quotations  are not readily  available may be valued,  pursuant to
guidelines established by the Board of Trustees,  with reference to fixed income
securities  whose prices are more readily  obtainable  and whose  durations  are
comparable to the  securities  being  valued.  Subject to the  foregoing,  other
securities for which market  quotations are not readily  available are valued at
fair value as determined in good faith by the Board of Trustees.

                                      TAXES

     Each  Portfolio  intends  to  qualify  as a  regulated  investment  company
annually  and to elect to be  treated  as a  regulated  investment  company  for
federal income tax purposes. As such, a Portfolio generally will not pay federal
income tax on the income and gains it pays as dividends to its shareholders.  In
order to avoid a 4% federal  excise tax,  each  Portfolio  intends to distribute
each year substantially all of its net income and gains.

     The  Portfolios  also  intend to comply with  diversification  requirements
imposed by  regulations  under Section  817(h) of the Internal  Revenue Code, as
amended.  Compliance with these  diversification  rules generally will limit the
ability of a Portfolio to invest  greater than 55% of its total assets in direct
obligations of the U.S.  Treasury (or any other issuer),  or to invest primarily
in  securities  issued  by a  single  agency  or  instrumentality  of  the  U.S.
Government.

     If a Portfolio fails to meet the diversification  requirement under Section
817(h),  income with respect to Variable  Contracts invested in the Portfolio at
any time during the calendar  quarter in which the failure occurred could become
currently  taxable to the owners of the Variable  Contracts and income for prior
periods with respect to such contracts also could be taxable, most likely in the
year of the failure to achieve the required  diversification.  Other adverse tax
consequences could also ensue.

     Please  refer to the  prospectus  for the  Separate  Account  and  Variable
Contract  for  information   regarding  the  federal  income  tax  treatment  of
distributions to the Separate Account.  See "Additional  Information--Additional
Tax Information" in the Portfolios' Statement of Additional Information for more
information on taxes.

                     RISK FACTORS AND SPECIAL CONSIDERATIONS

     A Portfolio's risk profile is largely defined by the Portfolio's  principal
securities and investment practices.  You can find a concise description of each
Portfolio's  risk  profile  in  the  section   captioned   "Description  of  the
Portfolios" in this  Prospectus.  As with any mutual fund, there is no guarantee
that a  Portfolio  will earn  income or show a positive  total  return  over any
period of time, and you could lose money by investing in the Portfolio.

     The  Portfolios  are  permitted to use,  within limits  established  by the
Trustees  and imposed by  applicable  laws,  a wide  variety of  securities  and
investment  practices,  each  of  which  has  certain  risks  and  opportunities
associated  with it. To the extent that a  Portfolio  uses these  securities  or
practices,  its  overall  performance  may be  affected,  either  positively  or
negatively.  The following pages describe certain of the securities in which the
Portfolios  may  invest  and  certain  of  investment  practices  in  which  the
Portfolios may engage,  along with the risks  associated  with them.  Additional
information  about these and other  investments and investment  practices may be
found in the Statement of Additional  Information,  which you may obtain free of
charge by calling (888) 746-2688.

U.S. Government Securities

     U.S.  Government  securities  are  obligations  of and,  in certain  cases,
guaranteed by, the U.S. Government, its agencies or instrumentalities.  The U.S.
Government  does not  guarantee the net asset value of the  Portfolios'  shares.
U.S.  Government  securities  may include zero coupon  securities,  which do not
distribute  interest on a current basis and tend to be subject to greater market
risk than interest-paying securities of similar maturities.


Corporate Debt Securities

     The rate of  interest  paid on a  corporate  debt  security  may be  fixed,
floating or variable,  and may vary inversely with respect to a reference  rate.
See "Variable and Floating Rate Securities"  below. The rate of return or return
of principal on some debt  obligations  may be linked or indexed to the level of
exchange  rates between the U.S.  dollar and a foreign  currency or  currencies.
Investments in corporate debt securities that are rated below  investment  grade
are  described  below in "High  Yield  Securities  ("Junk  Bonds")."  See  also,
"Appendix B--Description of Securities Ratings."

Convertible Securities and Equity Securities

     A  convertible  security is a fixed income  security  that may be converted
into a prescribed  amount of common stock at a specified  formula.  The price of
the convertible security will normally vary in some proportion to changes in the
price of the  underlying  common  stock  because of the  conversion  feature.  A
Portfolio  may be  required  to permit the issuer of a  convertible  security to
redeem the security,  convert it into the underlying common stock, or sell it to
a third party,  which could have an adverse  effect on a Portfolio's  ability to
achieve its investment objective.

     Although the High Yield Bond Portfolio intends to invest primarily in fixed
income securities, it may invest in convertible securities or equity securities.
While some countries or companies may be regarded as favorable investments, pure
fixed income  opportunities  may be  unattractive or limited due to insufficient
supply,  or legal or  technical  restrictions.  In such cases,  a Portfolio  may
consider  equity  securities or convertible  securities to gain exposure to such
investments.

Variable and Floating Rate Securities

     Variable and floating rate securities provide for a periodic  adjustment in
the interest  rate paid on the  obligations.  The High Yield Bond  Portfolio may
invest in  floating  rate debt  instruments  ("floaters")  and  engage in credit
spread  trades.  The interest rate on a floater is a variable rate which is tied
to another  interest rate,  such as a money-market  index or Treasury bill rate,
and resets  periodically.  While variable and floating rate securities provide a
Portfolio with a certain degree of protection  against rises in interest  rates,
the Portfolio will participate in any declines in interest rates as well.

Inflation-Indexed Bonds

     Inflation-indexed  bonds are fixed income  securities whose principal value
is  periodically  adjusted  according  to the  rate  of  inflation.  Such  bonds
generally  are issued at an  interest  rate lower than  typical  bonds,  but are
expected to retain their  principal  value over time. The interest rate on these
bonds is fixed at issuance,  but over the life of the bond this  interest may be
paid on an increasing principal value, which has been adjusted for inflation. If
a guarantee of principal is not provided,  the adjusted  principal  value of the
bond repaid at maturity  may be less than the  original  principal.  While these
securities  are expected to be protected  from  long-term  inflationary  trends,
short-term increases in inflation may lead to a decline in value.

Mortgage-Related and Other Asset-Backed Securities

     Each  Portfolio  may  invest  all of  its  assets  in  mortgage-  or  other
asset-backed securities.  The value of some mortgage- or asset-backed securities
in which the  Portfolios  invest  may be  particularly  sensitive  to changes in
prevailing interest rates, and, like other fixed income investments, the ability
of a Portfolio to successfully use these instruments may depend in part upon the
ability of the Adviser to forecast  interest  rates and other  economic  factors
correctly.

     Mortgage Pass-Through Securities represent interests in "pools" of mortgage
loans secured by residential or commercial  real  property.  Early  repayment of
principal on some mortgage-related  securities may expose a Portfolio to a lower
rate  of  return  upon  reinvestment  of  principal.  Like  other  fixed  income
securities,  when interest rates rise, the value of a mortgage-related  security
generally will decline; however, when interest rates are declining, the value of
mortgage-related securities with prepayment features may not increase as much as
other fixed income securities.  The rate of prepayments on underlying  mortgages
will affect the price and  volatility of a  mortgage-related  security,  and may
have the  effect of  shortening  or  extending  the  effective  maturity  of the
security.

     Commercial  Mortgage-Backed  Securities  include securities that reflect an
interest in, and are secured by,  mortgage  loans on commercial  real  property.
Many of the risks of investing in commercial  mortgage-backed securities reflect
the risks of  investing  in the real estate  securing  the  underlying  mortgage
loans. These risks reflect the effects of local and other economic conditions on
real  estate  markets,  the  ability of tenants to make loan  payments,  and the
ability of a property to attract and retain tenants.  Commercial mortgage-backed
securities may be less liquid and exhibit  greater price  volatility  than other
types of mortgage-related or asset-backed securities.

     Mortgage-Related  Securities  include securities other than those described
above that directly or indirectly  represent a participation  in, or are secured
by and payable from, mortgage loans on real property.

     Other  Asset-Backed   Securities.   The  Portfolios  may  invest  in  other
asset-backed  securities  that have been or may be offered to  investors.  For a
discussion  of the  characteristics  of  some  of  these  instruments,  see  the
Statement of Additional Information.

Foreign Securities

     The High Yield Bond  Portfolio  may only invest in U.S.  dollar-denominated
fixed income  securities of non-U.S.  issuers,  and PIMCO StocksPLUS  Growth and
Income Portfolio may invest directly in foreign equity securities.

     Investing  in the  securities  of issuers in any foreign  country  involves
special risks and considerations not typically associated with investing in U.S.
companies.  These  risks  include:  differences  in  accounting,   auditing  and
financial  reporting  standards;  generally  higher  commission rates on foreign
portfolio  transactions;  the possibility of  nationalization,  expropriation or
confiscatory  taxation;  adverse  changes  in  investment  or  exchange  control
regulations  (which may include  suspension of the ability to transfer  currency
from a country);  and political  instability which could affect U.S. investments
in  foreign  countries.  Additionally,  foreign  securities  and  dividends  and
interest payable on those securities may be subject to foreign taxes,  including
taxes withheld from payments on those securities. Foreign securities often trade
with less  frequency  and volume than  domestic  securities  and  therefore  may
exhibit greater price volatility. Additional costs associated with an investment
in foreign  securities may include higher  custodial fees than apply to domestic
custodial  arrangements and transaction  costs of foreign currency  conversions.
Changes  in foreign  exchange  rates  also will  affect the value of  securities
denominated or quoted in currencies other than the U.S. dollar.

     The  PIMCO  StocksPLUS  Growth  and  Income  Portfolio,  may  invest in the
securities of issuers based in countries with developing economies. Investing in
developing (or "emerging market") countries involves certain risks not typically
associated with investing in U.S. securities, and imposes risks greater than, or
in addition to, risks of investing in foreign,  developed countries. These risks
are detailed in the Statement of Additional Information.

Foreign Currency Transactions

     Foreign  currency  exchange  rates may fluctuate  significantly  over short
periods of time. The PIMCO  StocksPLUS  Growth and Income  Portfolio may buy and
sell  foreign  currencies  on a spot and  forward  basis to reduce  the risks of
adverse changes in foreign exchange rates. A forward foreign  currency  exchange
contract  reduces  the  Portfolio's  exposure  to  changes  in the  value of the
currency it will deliver and  increases  its exposure to changes in the value of
the currency it will exchange  into.  Contracts to sell foreign  currency  would
limit any  potential  gain which might be realized by the Portfolio if the value
of the hedged currency  increases.  The Portfolio may enter into these contracts
for the  purpose of hedging  against  foreign  exchange  risk  arising  from the
Portfolio's  investment or anticipated  investment in securities  denominated in
foreign  currencies.  The  Portfolio  also may enter  into these  contracts  for
purposes of increasing  exposure to a foreign  currency or to shift  exposure to
foreign currency fluctuations from one country to another.

     The PIMCO  StocksPLUS  Growth and Income Portfolio may invest in options on
foreign  currencies  and  foreign  currency  futures and  options  thereon.  The
Portfolio also may invest in foreign currency exchange-related  securities, such
as foreign  currency  warrants and other  instruments  whose return is linked to
foreign  currency  exchange  rates.  The Portfolio will use these  techniques to
hedge at least 75% of its exposure to foreign  currency.  For a  description  of
these  instruments,  see  "Derivative  Instruments"  below and the  Statement of
Additional Information.

     Significant  uncertainty surrounds the proposed introduction of the euro (a
common  currency for the  European  Union) in January 1999 and its effect on the
value of securities  denominated in local European  currencies.  These and other
currencies  in which the  StocksPLUS  Growth and Income  Portfolio's  assets are
denominated may be devalued against the U.S. dollar,  resulting in a loss to the
Portfolio.

High Yield Securities ("Junk Bonds")

     Investing in high yield  securities  involves  special risks in addition to
the risks associated with  investments in higher rated fixed income  securities.
High yield securities may be regarded as predominately  speculative with respect
to the issuer's continuing ability to meet principal and interest payments.  For
more information,  see "Appendix B--Description of Securities Ratings." Analysis
of the  creditworthiness of issuers of high yield securities may be more complex
than for issuers of higher quality debt securities.

     High yield securities may be more susceptible to real or perceived  adverse
economic and competitive  industry conditions than higher grade securities.  The
prices of high yield securities have been found to be less sensitive to interest
rate changes than more highly rated  investments,  but more sensitive to adverse
economic downturns or individual corporate  developments.  If the issuer of high
yield securities  defaults,  a Portfolio may incur  additional  expenses to seek
recovery.

     The secondary markets on which high yield securities are traded may be less
liquid than the market for higher grade  securities,  which may adversely affect
and cause  large  fluctuations  in the daily  net asset  value of a  Portfolio's
shares.  Adverse  publicity  and investor  perceptions,  whether or not based on
fundamental  analysis,  may  decrease  the  values and  liquidity  of high yield
securities, especially in a thinly traded market.

     PIMCO seeks to minimize  the risks of  investing  in high yield  securities
through  diversification,  in-depth  credit  analysis  and  attention to current
developments in interest rates and market conditions.

Derivative Instruments

     To the extent  permitted by the  investment  objectives and policies of the
Portfolios,  the  Portfolios  may  purchase  and write  call and put  options on
securities,  securities indexes and foreign  currencies,  and enter into futures
contracts and use options on futures  contracts.  The Portfolios  also may enter
into swap agreements  with respect to foreign  currencies,  interest rates,  and
securities  indexes.  The Portfolios  may use these  techniques to hedge against
changes in interest rates,  foreign currency exchange rates or securities prices
or as part of their overall investment strategies.

     The  Portfolios  may invest all of their assets in derivative  instruments,
subject  only to the  Portfolio's  investment  objective  and  policies  and any
restrictions  imposed by applicable  law. The use of these  strategies  involves
certain special risks,  including a possible imperfect  correlation,  or even no
correlation,  between  price  movements  of  derivative  instruments  and  price
movements of related  investments.  While some strategies  involving  derivative
instruments  can reduce the risk of loss,  they can also reduce the  opportunity
for gain or even result in losses by  offsetting  favorable  price  movements in
related  investments or otherwise,  due to the possible inability of a Portfolio
to  purchase  or sell a portfolio  security  at a time that  otherwise  would be
favorable,   or  the   possible   need  to  sell  a  portfolio   security  at  a
disadvantageous  time  because the  Portfolio  is  required  to  maintain  asset
coverage or offsetting  positions in connection with  transactions in derivative
instruments,  and the  possible  inability  of a  Portfolio  to close  out or to
liquidate its derivatives positions. The value of some derivative instruments in
which  the  Portfolios  invest  may be  particularly  sensitive  to  changes  in
prevailing  interest rates,  and, like the other  investments of the Portfolios,
the ability of a Portfolio to successfully  use these  instruments may depend in
part upon the  ability  of the  Adviser  to  forecast  interest  rates and other
economic factors correctly.  If the Adviser  incorrectly  forecasts such factors
and has taken positions in derivative  instruments contrary to prevailing market
trends, the Portfolios could be exposed to the risk of loss.

Catastrophe Bonds

     The Portfolios may invest in  "catastrophe  bonds."  Catastrophe  bonds are
fixed  income  securities,  for which the  return of  principal  and  payment of
interest is contingent on the non-occurrence of a specific "trigger" event, such
as a hurricane or an  earthquake.  If a trigger event causes losses  exceeding a
specific amount in the geographic  region and time period specified in a bond, a
Portfolio  investing  in the  bond may lose a  portion  or all of its  principal
invested in the bond. If no trigger event occurs, the Portfolio will recover its
principal  plus  interest.  Catastrophe  bonds may also expose the  Portfolio to
certain  unanticipated  risks  including  but not  limited  to  issuer  (credit)
default,  adverse regulatory or jurisdictional  interpretation,  and adverse tax
consequences.

Temporary Defensive Positions

     For temporary,  defensive or emergency purposes,  the Portfolios may invest
without  limit  in U.S.  debt  securities,  including  short-term  money  market
securities,  when in the  opinion  of PIMCO it is  appropriate  to do so.  It is
impossible to predict for how long such alternative strategies will be utilized.

Illiquid Securities

     The  Portfolios  may  invest  up to 15% of their  net  assets  in  illiquid
securities.  "Illiquid Securities" for this purpose means securities that cannot
be  disposed  of  within  seven  days in the  ordinary  course  of  business  at
approximately  the amount at which a Portfolio  has valued the  securities.  The
Adviser or Portfolio  Manager may be subject to significant  delays in disposing
of illiquid securities and may not be able to dispose of these securities at the
desired  time  and  price.   Transactions  in  illiquid  securities  may  entail
additional registration expenses and other transaction costs.

Service Systems--Year 2000 Problem

     Many of the  services  provided  to the  Portfolios  depend  on the  smooth
functioning of computer  systems.  Many systems in use today cannot  distinguish
between the year 1900 and the year 2000.  Should any of the service systems fail
to process  information  properly,  that  could  have an  adverse  impact on the
Portfolios'  operations  and  services  provided  to  shareholders.  PIMCO,  the
Custodian,  and certain other service  providers to the Portfolios have reported
that each is working toward  mitigating the risks  associated with the so-called
"year 2000 problem." However, there can be no assurance that the problem will be
corrected  in all  respects  and that the  Portfolios'  operations  and services
provided to shareholders  will not be adversely  effected,  nor can there be any
assurance  that the year 2000  problem  will not have an  adverse  effect on the
entities  whose  securities  are held by the Portfolios or on domestic or global
markets or economies, generally.



<PAGE>


                              FINANCIAL HIGHLIGHTS

     This  financial  highlight  table is  intended to help you  understand  the
Portfolios'  financial  performance for the period of their operations.  Certain
information  reflects  financial results for a single portfolio share. The total
returns in the table  represent  the rate that an investor  would have earned or
lost on an investment in the Portfolio  (assuming  reinvestment of all dividends
and  distributions).  This information,  which is unaudited,  is included in the
Trust's Semi-Annual Report, which is available upon request.
<TABLE>
<CAPTION>
                                                                                      High Yield          StocksPLUS Growth
                                                                                         Bond                and Income
Selected Per Share Data for the Period Ended: June 30, 1998 (unaudited)             Portfolio (a)(b)      Portfolio (a)(c)
<S>                                                                                <C>                    <C>    


Net asset value, beginning of period...............................                 $   10.00              $     10.00

Income from Investment Operations
Net investment income..............................................                      0.12                     0.15
Net gains or losses on securities (both realized and unrealized)...                     (0.02)                    1.55
Total from investment operations...................................                      0.10                     1.70

Less Distributions
Dividends (from net investment income).............................                     (0.12)                   (0.10)
Distributions (from capital gains).................................                      0.00                     0.00
Total distributions................................................                     (0.12)                   (0.10)
Net asset value, end of period.....................................                      9.98                    11.60

Total return (%)...................................................                      1.01                    17.01

Ratios/Supplemental Data
Net assets, end of period (000's)..................................                  5,980.00                  8,070.00
Ratio of expenses to average net assets (%)........................                      1.08*                     0.66*
Ratio of net investment income to average net assets (%)...........                      7.13*                     5.09*
<FN>

*Annualized

(a)  Per share  information  is for a capital share  outstanding  for the period
     from December 31, 1997 (initial public offering) through June 30, 1998.

(b) Commenced operations on April 30, 1998.

(c) Commenced operations on December 31, 1997.


</FN>
</TABLE>
<PAGE>


                                OTHER INFORMATION

Portfolio Names

     The High Yield Bond Portfolio  considers the various types of debt or fixed
income  securities  in which  it  invests,  as  specifically  described  in this
Prospectus,  to be "bonds" as referenced in that  Portfolio's  name.  The use of
this name is not meant to  restrict  the  Portfolio's  investment  to the narrow
category of debt securities that are formally called "bonds."

Total Return and Real Return

     The "total return"  sought by the  Portfolios  will consist of interest and
dividends  from  underlying   securities,   capital  appreciation  reflected  in
unrealized  increases in value of  portfolio  securities,  or realized  from the
purchase and sale of  securities  and use of futures and options,  or gains from
favorable changes in foreign currency exchange rates.  Generally,  over the long
term,  the total  return  obtained by a portfolio  investing  primarily in fixed
income securities is not expected to be as great as that obtained by a portfolio
that invests primarily in equity  securities.  At the same time, the market risk
and price  volatility  of a fixed  income  portfolio is expected to be less than
that of an equity  portfolio,  so that a fixed  income  portfolio  is  generally
considered to be a more conservative  investment.  The change in market value of
fixed  income   securities   (and  therefore   their  capital   appreciation  or
depreciation)  is largely a function of changes in the current level of interest
rates.  Generally,  when interest rates are falling,  a portfolio with a shorter
duration will not generate as high a level of total return as a portfolio with a
longer duration.  See "Appendix  A--Description of Duration."  Conversely,  when
interest rates are rising,  a portfolio  with a shorter  duration will generally
outperform  longer duration  portfolios.  When interest rates are flat,  shorter
duration portfolios  generally will not generate as high a level of total return
as longer duration portfolios (assuming that long-term interest rates are higher
than  short-term  rates,  which is  commonly  the  case).  With  respect  to the
composition  of any fixed  income  portfolio,  the  longer the  duration  of the
portfolio,  the  greater  the  anticipated  potential  for total  return,  with,
however, greater attendant market risk and price volatility than for a portfolio
with a shorter duration. The market value of fixed income securities denominated
in  currencies  other than the U.S.  dollar also may be affected by movements in
foreign currency exchange rates.

     The  change  in market  value of equity  securities  (and  therefore  their
capital  appreciation  or  depreciation)  may depend  upon a number of  factors,
including:  conditions in the securities  markets,  the business  success of the
security's  issuer,  changing  interest  rates,  real or perceived  economic and
competitive   industry   conditions,   and  foreign  currency   exchange  rates.
Historically,  the total return  performance of  equity-oriented  portfolios has
generally been greater over the long term than fixed income portfolios. However,
the market risk and price volatility of an equity portfolio is generally greater
than that of a fixed income portfolio,  and is generally considered to be a more
aggressive investment.

Performance Information of Similar Funds

     The following table provides  information  concerning the historical  total
return performance of the Institutional  Class shares of certain series of PIMCO
Funds:  Pacific  Investment  Management  Series  ("PIMS"),   another  registered
investment company managed by PIMCO. Each PIMS series has investment objectives,
policies and risks  substantially  similar to those of its respective  Portfolio
and is currently  managed by the same  portfolio  manager.  While the investment
objectives  and policies of each PIMS series and its  respective  Portfolio  are
similar,  they are not identical and the  performance of the PIMS series and the
Portfolio will vary. The data is provided to illustrate the past  performance of
PIMCO in managing a  substantially  similar  investment  portfolio  and does not
represent  the  past  performance  of  any  of  the  Portfolios  or  the  future
performance of any Portfolio or its portfolio manager.  Consequently,  potential
investors  should not consider  this  performance  data as an  indication of the
future performance of any Portfolio or of its portfolio manager.

     The  performance  data shown below reflects the operating  expenses of each
PIMS  series,  which  for the PIMCO  High  Yield  Bond  Fund are lower  than the
expenses of the corresponding  Portfolio.  Performance would have been lower for
that  series if the PIMCO High Yield Bond  Portfolio's  expenses  were used.  In
addition,  the PIMS  series,  unlike the  Portfolios,  are not sold to  Separate
Accounts  to fund  Variable  Contracts.  As a result,  the  performance  results
presented  below do not take  into  account  charges  or  deductions  against  a
Separate  Account or Variable  Contract for cost of insurance  charges,  premium
loads,  administrative  fees,  maintenance  fees,  premium taxes,  mortality and
expense risk  charges,  or other  charges that may be incurred  under a Variable
Contract for which the Portfolio serves as an underlying  investment vehicle. By
contrast,  Variable  Contract  Owners  with  contract  value  allocated  to  the
Portfolios  will be subject to charges and  expenses  relating  to the  Variable
Contracts and Separate Accounts.

     Each PIMS series'  performance data shown below is calculated in accordance
with standards prescribed by the SEC for the calculation of average annual total
return  information.  The investment  results of the PIMS series presented below
are unaudited  and are not intended to predict or suggest  results that might be
experienced  by the PIMS series or the  Portfolios.  Share prices and investment
returns  will  fluctuate  reflecting  market  conditions,  as well as changes in
company-specific  fundamentals of portfolio securities. The performance data for
the benchmark indices  identified below does not reflect the fees or expenses of
the PIMS series or the Portfolios.


             Average Annual Total Return for Similar Series of PIMS
           and for Benchmark Indices for Periods Ended August 31, 1998
<TABLE>
<CAPTION>

                                                                  1         3        5        Since    Inception
PIMS Series Fund / Benchmark                                    Year      Years    Years    Inception     Date
<S>                                                            <C>       <C>       <C>      <C>         <C> 

PIMCO High Yield Bond Fund...................................    5.50    10.77     10.71      11.76      12/16/92
   Lehman BB Int. Corporate1.................................    5.43     9.08      8.95

PIMCO StocksPLUS Fund........................................    6.01    21.29     18.78      19.10       5/14/93
   S & P 5002................................................    8.09    21.76     18.25

<FN>

 1 The Lehman  Brothers BB Intermediate  Corporate Index is an unmanaged  market
   index comprising various fixed income securities rated BB. The Index includes
   income and distributions but does not reflect fees, brokerage  commissions or
   other expenses of investing.

 2 The Standard & Poor's 500 Composite  Stock Price Index is an unmanaged  index
   containing  common  stocks of 500  industrial,  transportation,  utility  and
   financial companies,  regarded as generally  representative of the U.S. stock
   market.  The Index reflects  income and  distributions,  if any, but does not
   reflect fees, brokerage commissions, or other expenses of investing.
</FN>
</TABLE>
<PAGE>

                                   APPENDIX A

                             DESCRIPTION OF DURATION

     Duration is a measure of the expected life of a fixed income  security that
was  developed  as a  more  precise  alternative  to the  concept  of  "term  to
maturity." Traditionally,  a fixed income security's "term to maturity" has been
used as a proxy  for the  sensitivity  of the  security's  price to  changes  in
interest  rates  (which  is the  "interest  rate  risk" or  "volatility"  of the
security).  However,  "term to  maturity"  measures  only the time until a fixed
income security provides its final payment,  taking no account of the pattern of
the security's payments before maturity.  In contrast,  duration  incorporates a
bond's yield,  coupon interest  payments,  final maturity and call features into
one measure.  Duration  management is one of the  fundamental  tools used by the
Adviser.

     Duration is a measure of the expected life of a fixed income  security on a
present value basis. Duration takes the length of the time intervals between the
present time and the time that the interest and principal payments are scheduled
or, in the case of a callable bond, expected to be received, and weights them by
the present  values of the cash to be received at each future point in time. For
any fixed income security with interest payments occurring before the payment of
principal,  duration is always less than maturity.  In general, all other things
being  equal,  the lower the stated or coupon rate of interest of a fixed income
security,  the longer the duration of the security;  conversely,  the higher the
stated or coupon rate of interest of a fixed  income  security,  the shorter the
duration of the security.

     Futures,  options and options on futures have durations  which, in general,
are closely  related to the  duration of the  securities  which  underlie  them.
Holding long futures or call option positions (backed by a segregated account of
cash and cash equivalents) will lengthen a Portfolio's duration by approximately
the same amount that holding an equivalent  amount of the underlying  securities
would.

     Short futures or put option  positions have durations  roughly equal to the
negative duration of the securities that underlie these positions,  and have the
effect of  reducing  portfolio  duration by  approximately  the same amount that
selling an equivalent amount of the underlying securities would.

     There are some situations where even the standard duration calculation does
not properly  reflect the  interest  rate  exposure of a security.  For example,
floating and variable rate securities often have final maturities of ten or more
years; however, their interest rate exposure corresponds to the frequency of the
coupon reset. For  inflation-indexed  bonds, duration is calculated on the basis
of modified real duration,  which  measures  price changes of  inflation-indexed
bonds on the basis of changes in real,  rather  than  nominal,  interest  rates.
Another  example where the interest  rate  exposure is not properly  captured by
duration  is the case of  mortgage  pass-through  securities.  The stated  final
maturity of such securities is generally 30 years, but current  prepayment rates
are more  critical  in  determining  the  securities'  interest  rate  exposure.
Finally,  the duration of a fixed income security may vary over time in response
to  changes  in  interest  rates and other  market  factors.  In these and other
similar  situations,   the  Adviser  will  use  more  sophisticated   analytical
techniques that incorporate the anticipated economic life of a security into the
determination of its interest rate exposure.


<PAGE>


                                   APPENDIX B

                        DESCRIPTION OF SECURITIES RATINGS

     Certain of the  Portfolios  make use of average  portfolio  credit  quality
standards to assist  institutional  investors  whose own  investment  guidelines
limit their  investments  accordingly.  In  determining  a  Portfolio's  overall
dollar-weighted  average  quality,  unrated  securities are treated as if rated,
based on the  Adviser's  view of their  comparability  to  rated  securities.  A
Portfolio's use of average quality  criteria is intended to be a guide for those
institutional  investors  whose  investment  guidelines  require  that assets be
invested  according to  comparable  criteria.  Reference  to an overall  average
quality  rating for a Portfolio  does not mean that all  securities  held by the
Portfolio  will be rated in that category or higher.  A Portfolio's  investments
may range in quality from  securities  rated in the lowest category in which the
Portfolio is permitted to invest to securities rated in the highest category (as
rated by  Moody's  or S&P or, if  unrated,  determined  by the  Adviser to be of
comparable  quality).  The  percentage  of  a  Portfolio's  assets  invested  in
securities in a particular rating category will vary. Following is a description
of Moody's and S&P's ratings applicable to fixed income securities.

Moody's Investors Service, Inc.

     Corporate and Municipal Bond Ratings

     Aaa:  Bonds which are rated Aaa are judged to be of the best quality.  They
carry the smallest  degree of investment  risk and are generally  referred to as
"gilt edge." Interest  payments are protected by a large or by an  exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change,  such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

     Aa:  Bonds  which are  rated Aa are  judged  to be of high  quality  by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade  bonds.  They are rated lower than the best bonds because  margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present that
make the long-term risks appear somewhat larger than with Aaa securities.

     A: Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper-medium-grade obligations.  Factors giving security
to principal  and interest are  considered  adequate but elements may be present
that suggest a susceptibility to impairment sometime in the future.

     Baa: Bonds which are rated Baa are considered as  medium-grade  obligations
(i.e., they are neither highly protected nor poorly secured).  Interest payments
and principal  security appear  adequate for the present but certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well.

     Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as  well-assured.  Often the  protection of interest
and  principal  payments may be very  moderate and thereby not well  safeguarded
during  both  good  and bad  times  over the  future.  Uncertainty  of  position
characterizes bonds in this class.

     B: Bonds which are rated B generally  lack  characteristics  of a desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

     Caa: Bonds which are rated Caa are of poor standing.  Such issues may be in
default or there may be present  elements of danger with respect to principal or
interest.

     Ca: Bonds which are rated Ca represent obligations which are speculative in
a  high  degree.  Such  issues  are  often  in  default  or  have  other  marked
shortcomings.

     C: Bonds  which are rated C are the lowest  rated class of bonds and issues
so rated can be regarded as having  extremely  poor  prospects of ever attaining
any real investment standing.

     Moody's  applies  numerical  modifiers,  1, 2, and 3 in each generic rating
classified from Aa through B in its corporate bond rating system. The modifier 1
indicates  that the  security  ranks in the  higher  end of its  generic  rating
category;  the  modifier 2  indicates a mid-range  ranking;  and the  modifier 3
indicates that the issue ranks in the lower end of its generic rating category.

     Corporate Short-Term Debt Ratings

     Moody's  short-term  debt ratings are opinions of the ability of issuers to
repay  punctually  senior debt obligations  which have an original  maturity not
exceeding one year.  Obligations relying upon support mechanisms such as letters
of credit and bonds of indemnity are excluded unless explicitly rated.

     Moody's  employs  the  following  three  designations,  all  judged  to  be
investment grade, to indicate the relative repayment ability of rated issuers:

     PRIME-1: Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt  obligations.  Prime-1 repayment
ability  will  often  be  evidenced  by many of the  following  characteristics:
leading market positions in well-established industries; high rates of return on
funds employed;  conservative capitalization structure with moderate reliance on
debt and ample asset  protection;  broad  margins in earnings  coverage of fixed
financial charges and high internal cash generation; and well-established access
to a range of financial markets and assured sources of alternate liquidity.

     PRIME-2:  Issuers rated Prime-2 (or supporting  institutions) have a strong
ability for repayment of senior short-term debt obligations.  This will normally
be evidenced by many of the characteristics  cited above but to a lesser degree.
Earnings  trends  and  coverage  ratios,  while  sound,  may be more  subject to
variation. Capitalization characteristics,  while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

     PRIME-3:  Issuers  rated  Prime-3  (or  supporting  institutions)  have  an
acceptable ability for repayment of senior short-term obligations. The effect of
industry  characteristics  and  market  compositions  may  be  more  pronounced.
Variability in earnings and  profitability may result in changes in the level of
debt protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.

     NOT  PRIME:  Issuers  rated Not Prime do not fall  within  any of the Prime
rating categories.

Standard & Poor's Ratings Services

     Corporate and Municipal Bond Ratings

     Investment Grade

     AAA: Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

     AA: Debt rated AA has a very  strong  capacity  to pay  interest  and repay
principal and differs from the highest rated issues only in small degree.

     A: Debt rated A has a strong  capacity to pay interest and repay  principal
although it is somewhat more  susceptible  to the adverse  effects of changes in
circumstances and economic conditions than debt in higher rated categories.

     BBB:  Debt rated BBB is  regarded  as having an  adequate  capacity  to pay
interest and repay principal.  Whereas it normally exhibits adequate  protection
parameters,  adverse economic  conditions,  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
debt in this category than in higher-rated categories.

     Speculative Grade

     Debt  rated BB, B,  CCC,  CC,  and C is  regarded  as having  predominantly
speculative  characteristics  with respect to capacity to pay interest and repay
principal. BB indicates the least degree of speculation and C the highest. While
such debt will likely have some quality and  protective  characteristics,  these
are outweighed by large uncertainties or major exposures to adverse conditions.

     BB: Debt rated BB has less  near-term  vulnerability  to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse  business,  financial,  or  economic  conditions  which  could  lead  to
inadequate  capacity to meet timely  interest  and  principal  payments.  The BB
rating  category  also is used for debt  subordinated  to  senior  debt  that is
assigned an actual or implied BBB- rating.

     B: Debt rated B has a greater  vulnerability  to default but  currently has
the  capacity  to meet  interest  payments  and  principal  repayments.  Adverse
business,  financial,  or economic  conditions  will likely  impair  capacity or
willingness to pay interest and repay  principal.  The B rating category also is
used for debt  subordinated to senior debt that is assigned an actual or implied
BB or BB- rating.

     CCC: Debt rated CCC has a currently  identifiable  vulnerability to default
and is dependent upon favorable business,  financial, and economic conditions to
meet timely  payment of interest  and  repayment of  principal.  In the event of
adverse business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay  principal.  The CCC rating  category also is
used for debt  subordinated to senior debt that is assigned an actual or implied
B or B- rating.

     CC: The rating CC is typically  applied to debt subordinated to senior debt
that is assigned an actual or implied CCC rating.

     C: The rating C is typically  applied to debt  subordinated  to senior debt
that is assigned an actual or implied CCC-debt rating.  The C rating may be used
to cover a  situation  where a  bankruptcy  petition  has been  filed,  but debt
service payments are continued.

     CI: The rating CI is  reserved  for income  bonds on which no  interest  is
being paid.

     D: Debt rated D is in payment  default.  The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired,  unless S&P believes that such payments
will be made during such grace  period.  The D rating will also be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

     Plus (+) or Minus (-):  The  ratings  from AA to CCC may be modified by the
addition  of a plus or minus  sign to show  relative  standing  within the major
rating categories.

     Provisional   ratings:   The  letter  "p"  indicates  that  the  rating  is
provisional.  A  provisional  rating  assumes the  successful  completion of the
project  being  financed by the debt being rated and  indicates  that payment of
debt service  requirements is largely or entirely  dependent upon the successful
and timely  completion of the project.  This rating,  however,  while addressing
credit  quality  after  completion  of the  project,  makes  no  comment  on the
likelihood  of, or the risk of default  upon  failure of, such  completion.  The
investor  should  exercise his own judgment with respect to such  likelihood and
risk.

     r: The "r" is attached to highlight  derivative,  hybrid, and certain other
obligations that S&P believes may experience high volatility or high variability
in expected returns due to non-credit  risks.  Examples of such obligations are:
securities   whose   principal  or  interest  return  is  indexed  to  equities,
commodities,  or  currencies;  certain swaps and options;  and interest only and
principal only mortgage securities.

     The absence of an "r" symbol should not be taken as an  indication  that an
obligation will exhibit no volatility or variability in total return.

     N.R.: Not rated.

     Debt  obligations of issuers  outside the United States and its territories
are rated on the same basis as domestic  corporate  and  municipal  issues.  The
ratings measure the creditworthiness of the obligor but do not take into account
currency exchange and related uncertainties.

     Commercial Paper Rating Definitions

     An S&P commercial paper rating is a current assessment of the likelihood of
timely  payment of debt  having an  original  maturity of no more than 365 days.
Ratings  are graded  into  several  categories,  ranging  from A for the highest
quality obligations to D for the lowest. These categories are as follows:

        A-1: This highest category indicates that the degree of safety regarding
     timely  payment is strong.  Those issues  determined  to possess  extremely
     strong safety characteristics are denoted with a plus sign (+) designation.

        A-2:  Capacity  for timely  payment on issues with this  designation  is
     satisfactory.  However, the relative degree of safety is not as high as for
     issues designated A-1.

        A-3: Issues carrying this designation have adequate  capacity for timely
     payment.  They are,  however,  more  vulnerable  to the adverse  effects of
     changes in circumstances than obligations carrying the higher designations.

          B: Issues rated B are regarded as having only speculative capacity for
     timely payment.

          C: This rating is  assigned  to  short-term  debt  obligations  with a
     doubtful capacity for payment.

        D: Debt rated D is in payment  default.  The D rating  category  is used
     when interest payments or principal  payments are not made on the date due,
     even if the  applicable  grace period has not expired,  unless S&P believes
     that such payments will be made during such grace period.

     A commercial paper rating is not a recommendation to purchase, sell or hold
a security inasmuch as it does not comment as to market price or suitability for
a particular investor. The ratings are based on current information furnished to
S&P by the issuer or obtained from other sources it considers reliable. Standard
& Poor's  does not  perform an audit in  connection  with any rating and may, on
occasion,  rely on unaudited financial information.  The ratings may be changed,
suspended,  or  withdrawn  as a result of changes in or  unavailability  of such
information.


<PAGE>

                                                                            LOGO

PIMCO
Variable
Insurance
Trust



For More Information

Two documents are or will be made  available  that offer further  information on
the Portfolios:

Annual/Semi-Annual  Reports to  Shareholders.  The Trust's  annual  reports will
include a discussion of the market  conditions  and investment  strategies  that
significantly affected the Portfolios'  performance during the last fiscal year.
The Trust has not yet issued an annual report.

Statement  of  Additional   Information  (SAI).  The  SAI  contains   additional
information  about  the  Portfolios.  A  current  SAI has  been  filed  with the
Securities and Exchange Commission,  and is incorporated into this Prospectus by
reference.

To  request  a free  copy of these  documents  or to make  inquiries  about  the
Portfolios, please write or call:

PIMCO Variable Insurance Trust
840 Newport Center Drive, Suite 300
Newport Beach, CA 92660
Telephone: (888) 746-2688

Information  about the Trust  (including  the SAI) can be reviewed and copied at
the Securities and Exchange  Commission's  Public  Reference Room in Washington,
D.C.  Information on the operation of the public  reference room may be obtained
by calling the Commission at 1-800-SEC-0330. Reports and other information about
the Trust are available on the  Commission's  Internet site at www.sec.gov,  and
copies of that  information may be obtained,  upon payment of a duplicating fee,
by writing the Public Reference Section of the Commission, Washington, D.C.
20549-6009.

SEC File No. 811-8399


                                                                      Prospectus


                                                                October 27, 1998



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