STEINROE VARIABLE INVESTMENT TRUST
485APOS, 1999-03-02
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                                              File No. 33-14954
                                              File No. 811-5199
- ----------------------------------------------------------------
                 SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                            FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933        [X]
   Post-Effective Amendment No. 15                             [X]

                               and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940[X]
   Amendment No. 17                                            [X]

                  STEINROE VARIABLE INVESTMENT TRUST
          (Exact Name of Registrant as Specified in Charter)

    Federal Reserve Plaza, 600 Atlantic Avenue, Boston, MA  02210
             (Address of Principal Executive Offices)
    Registrant's Telephone Number, Including Area Code: 
                            (617) 722-6000

It is proposed that this filing become effective (check 
appropriate box)
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on [date] pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(i) of Rule 485
[X] on May 1, 1999 pursuant to paragraph (a)(i) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(ii) of Rule 
    485
[ ] on [date] pursuant to paragraph (a)(ii) of Rule 485


  Heidi J. Walter                     Cameron S. Avery
  Vice-President & Secretary          Bell, Boyd & Lloyd
  SteinRoe Variable Investment Trust  Three First National Plaza
  One South Wacker Drive              70 W. Madison Street, Suite 3300
  Chicago, Illinois  60606            Chicago, Illinois  60602
           (Name and Address of Agents for Service)


The Registrant has registered an indefinite number of shares of 
beneficial interest of all existing and subsequently created 
Series of the Trust under the Securities Act of 1933 pursuant to 
Rule 24f-2.


<PAGE>
STEINROE VARIABLE INVESTMENT TRUST PROSPECTUS
May 1, 1999

* Stein Roe Balanced Fund, Variable Series
* Stein Roe Growth Stock Fund, Variable Series
* Stein Roe Special Venture Fund, Variable Series
* Stein Roe Mortgage Securities Fund, Variable Series
* Stein Roe Money Market Fund, Variable Series

                        * * * *

Trust shares available only through variable annuity contracts and 
variable life insurance policies of participating insurance 
companies.

                        * * * *

This Prospectus must be accompanied by a prospectus for your 
variable annuity contract or variable life insurance policy.  
Retain both prospectuses for future reference.

                        * * * *

Although trust shares have been registered with the Securities and 
Exchange Commission, the Commission has not approved any shares 
offered in this prospectus or determined whether this prospectus 
is accurate or complete.  Any representation to the contrary is a 
criminal offense.

NOT FDIC-INSURED     MAY LOSE VALUE
                     NO BANK GUARANTEE

<PAGE>
TABLE OF CONTENTS

THE TRUST

THE FUNDS
Investment Goals
Primary Investment Strategies
Primary Investment Risks
Performance Histories

OTHER INVESTMENTS AND RISKS

TRUST MANAGEMENT ORGANIZATIONS
Trustees
Investment Adviser
Portfolio Managers
Year 2000 Compliance

FINANCIAL HIGHLIGHTS

SHAREHOLDER INFORMATION




                            THE TRUST

SteinRoe Variable Investment Trust (Trust) includes five separate 
mutual funds (Funds), each with its own investment goal and 
strategies.  This Prospectus contains information about all of the 
Funds in the Trust:

* Stein Roe Balanced Fund, Variable Series
* Stein Roe Growth Stock Fund, Variable Series
* Stein Roe Special Venture Fund, Variable Series
* Stein Roe Mortgage Securities Fund, Variable Series
* Stein Roe Money Market Fund, Variable Series

Other Funds may be added or deleted from time to time.

The Trust's Funds are investment options under variable annuity 
contracts (VA contracts) and variable life insurance policies (VLI 
policies) issued by life insurance companies (Participating 
Insurance Companies).  Some (but not all) Participating Insurance 
Companies are affiliated with the investment adviser to the Funds.  
Participating Insurance Companies invest in the Funds through 
separate accounts that they set up for that purpose.  Owners of VA 
contracts and VLI policies invest in sub-accounts of those 
separate accounts through instructions they give to their 
insurance company.

The prospectuses of the Participating Insurance Companies' 
separate accounts describe which Funds are available to the 
purchasers of their own VA contracts and VLI policies.  

<PAGE>
INVESTMENT GOALS- STEIN ROE BALANCED FUND, VARIABLE SERIES
- -----------------------------------------------------------------
Stein Roe Balanced Fund seeks high total investment return.  

PRIMARY INVESTMENT STRATEGIES
- -----------------------------------------------------------------
The Fund allocates its investments among common stocks and 
securities convertible into common stocks, bonds and cash.  The 
Fund invests primarily in well-established companies that have 
large market capitalizations.  The portfolio manager may invest in 
a company because it has a history of steady to improving sales or 
earnings growth that the portfolio managers believe can be 
sustained.  They also may invest in a company because they believe 
its stock is priced attractively compared to the value of its 
assets.  The Fund may invest up to 25 percent of its assets in 
foreign stocks.

The Fund also invests at least 25 percent of its assets in bonds.  
The Fund purchases bonds that are "investment grade"-that is, 
within the four highest investment grades assigned by a nationally 
recognized statistical rating organization.  The Fund may invest 
in unrated bonds if the portfolio managers believe that the 
securities are investment grade quality.  To select debt 
securities for the Fund, the portfolio managers consider a bond's 
expected income together with its potential for price gains or 
losses. 

The portfolio manager sets the Fund's asset allocation between 
stocks, bonds and cash based upon recommendations of Stein Roe's 
investment committee.  The committee makes its recommendations 
based upon economic, market and other factors that affect 
investment opportunities.  

PRIMARY INVESTMENT RISKS
- ----------------------------------------------------------------
The primary risks of investing in the Fund are described below.  
There are many circumstances (including additional risks that are 
not described here) which could cause you to lose money by 
investing in the Fund or prevent the Fund from achieving its 
goals.

Market risk is the risk that the price of a security held by the 
Fund will fall due to changing economic, political or market 
conditions, or due to the financial condition of the company which 
has issued the security.

Because the Fund invests in stocks and bonds, the price of the 
Fund's shares-its net asset value per share (NAV)-fluctuates daily 
in response to changes in the market value of the stocks and 
bonds.  In addition, the risks associated with the Fund's 
investment strategy may cause the Fund's total return or yield to 
decrease.

Foreign Securities
Foreign securities are subject to special risks.  Foreign stock 
markets, especially in countries with developing stock markets, 
can be extremely volatile.  The liquidity of foreign securities 
may be more limited than domestic securities, which means that the 
Fund may at times be unable to sell them at desirable prices.  
Fluctuations in currency exchange rates impact the value of 
foreign securities.  Brokerage commissions, custodial fees, and 
other fees are generally higher for foreign investments.  In 
addition, foreign governments may impose withholding taxes which 
would reduce the amount of income available to distribute to 
shareholders.  Other risks include: possible delays in settlement 
of transactions; less publicly available information about 
companies; the impact of political, social or diplomatic events; 
and possible seizure, expropriation or nationalization of the 
company or its assets.

Debt Securities
The Fund's investments in debt securities, generally bonds, expose 
the Fund to interest rate risk.  Interest rate risk is the risk of 
a decline in the price of a bond when interest rates increase.  In 
general, if interest rates rise, bond prices fall; and if interest 
rates fall, bond prices rise.  Changes in the values of bonds 
usually will not affect the amount of income the Fund receives 
from them but will affect the value of the Fund's shares.  
Interest rate risk is generally greater for bonds having longer 
maturities.  

Because the Fund may invest in fixed-income securities issued by 
private entities, including corporate bonds, the Fund is subject 
to issuer risk.  Issuer risk is the possibility that changes in 
the financial condition of the issuer of a security, changes in 
general economic conditions, or changes in economic conditions 
that affect the issuer's industry may impact the issuer's ability 
to make timely payment of interest or principal  This could result 
in decreases in the price of the security.

PERFORMANCE HISTORY
- ----------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from 
year to year by illustrating the Fund's total calendar-year 
returns.  The performance table following the bar chart shows how 
the Fund's average annual returns compare with those of a broad 
measure of market performance for one year, five years and ten 
years.  We compare the Fund to the S&P 500 Index, a broad-based 
measure of market performance.  The chart and table are intended 
to illustrate some of the risks of investing in the Fund by 
showing the changes in the Fund's performance.  All returns 
include the reinvestment of dividends and distributions.  As with 
all mutual funds, past performance does not predict the Fund's 
future performance.  Performance results include any expense 
reduction arrangements.  If these arrangements were not in place, 
then the performance results would have been lower.  Any reduction 
arrangements may be discontinued at any time.  The Fund's 
performance results do not reflect the cost of insurance and 
separate account charges which are imposed under your VA contract 
or VLI policy.

Calendar-Year Total Returns

                       YEAR-BY-YEAR TOTAL RETURNS
30.00
25.00             27.93                    25.43
20.00  22.38
15.00                                           15.63  16.82 12.54
10.00
 5.00                   7.53   9.29
 0.00
- -5.00       -0.69                   -3.19
      1989  1990  1991  1992   1993  1994  1995  1996  1997  1998
[ ] Balanced Fund

Best quarter:  _______
Worst quarter: ______

                              1 Year    5 Years    10 Years
Stein Roe Balanced Fund, 
  Variable Series             12.54%     13.05%     12.94%
S&P 500 Index*                28.60      24.05      19.19
________
*The S&P 500 Index is an unmanaged group of stocks that differs 
from the Fund's composition; it is not available for direct 
investment.

INVESTMENT GOALS- STEIN ROE GROWTH STOCK FUND, VARIABLE SERIES
- ----------------------------------------------------------------
Stein Roe Growth Stock Fund, Variable Series seeks long-term 
growth of capital.  

PRIMARY INVESTMENT STRATEGIES
- ----------------------------------------------------------------
The Fund invests primarily in the common stocks of companies with 
large market capitalizations.  The Fund emphasizes the technology, 
financial services, health care, and global consumer franchise 
sectors.  The Fund may invest up to 25 percent of its assets in 
foreign stocks.  To select investments for the Fund, the portfolio 
manager considers companies that he believes will generate 
earnings growth over the long term regardless of the economic 
environment.

PRIMARY INVESTMENT RISKS
- ----------------------------------------------------------------
The primary risks of investing in the Fund are described below.  
There are many circumstances (including additional risks that are 
not described here) which could cause you to lose money by 
investing in the Fund or prevent the Fund from achieving its 
goals.

Market risk is the risk that the price of a security held by the 
Fund will fall due to changing economic, political or market 
conditions, or due to the financial condition of the company which 
has issued the security.

Because the Fund invests in stocks, the price of its shares-its 
net asset value per share (NAV)-fluctuates daily in response to 
changes in the market value of the stocks.  In addition, the risks 
associated with the Fund's investment strategy may cause the 
Fund's total return or yield to decrease.

Foreign Securities
Foreign securities are subject to special risks.  Foreign stock 
markets, especially in countries with developing stock markets, 
can be extremely volatile.  The liquidity of foreign securities 
may be more limited than domestic securities, which means that the 
Fund may at times be unable to sell them at desirable prices.  
Fluctuations in currency exchange rates impact the value of 
foreign securities.  Brokerage commissions, custodial fees, and 
other fees are generally higher for foreign investments.  In 
addition, foreign governments may impose withholding taxes which 
would reduce the amount of income available to distribute to 
shareholders.  Other risks include: possible delays in settlement 
of transactions; less publicly available information about 
companies; the impact of political, social or diplomatic events; 
and possible seizure, expropriation or nationalization of the 
company or its assets.

PERFORMANCE HISTORY
- ----------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from 
year to year by illustrating the Fund's total calendar-year 
returns.  The performance table following the bar chart shows how 
the Fund's average annual returns compare with those of a broad 
measure of market performance for one year, five years and ten 
years.  We compare the Fund to the S&P 500 Index, a broad-based 
measure of market performance.  The chart and table are intended 
to illustrate some of the risks of investing in the Fund by 
showing the changes in the Fund's performance.  All returns 
include the reinvestment of dividends and distributions.  As with 
all mutual funds, past performance does not predict the Fund's 
future performance.  Performance results include any expense 
reduction arrangements.  If these arrangements were not in place, 
then the performance results would have been lower.  Any reduction 
arrangements may be discontinued at any time. The Fund's 
performance results do not reflect the cost of insurance and 
separate account charges which are imposed under your VA contract 
or VLI policy.

Calendar-Year Total Returns

                       YEAR-BY-YEAR TOTAL RETURNS
60.00
50.00
40.00             48.03
30.00 31.30                                37.73      32.28
20.00                                           21.28        27.91
10.00
 0.00                   6.63  4.97  
- -10.00      -1.65                   -6.35
      1989  1990  1991  1992  1993  1994  1995  1996   1997   1998
[ ] Growth Stock Fund

Best quarter:  _______
Worst quarter: ______

                           1 Year     5 years     10 Years
Stein Roe Growth Stock 
  Fund, Variable Series    27.91%      21.49%      18.94%
S&P 500 Index*             28.60       24.05       19.19
________
*The S&P 500 Index is an unmanaged group of stocks that differs 
from the Fund's composition; it is not available for direct 
investment.

INVESTMENT GOALS- STEIN ROE SPECIAL VENTURE FUND, VARIABLE SERIES
- ----------------------------------------------------------------
Stein Roe Special Venture Fund, Variable Series seeks long-term 
growth of capital.  

PRIMARY INVESTMENT STRATEGIES
- ----------------------------------------------------------------
Under normal market conditions, the Fund invests at least 65 
percent of its assets in common stocks of companies with small 
market capitalizations.  The Fund invests in new issuers during 
periods when new issues are being brought to market.  The Fund 
also invests in midcap companies.  The Fund invests in companies 
that compete within large and growing markets and that appear to 
have the ability to grow their market share.  To find companies 
with these growth characteristics, the portfolio managers seek out 
companies that are-or, in the portfolio managers' judgment, have 
the potential to be-a market share leader within their respective 
industry.  They also look for companies with strong management 
teams that participate in the ownership of the companies.  

PRIMARY INVESTMENT RISKS
- ----------------------------------------------------------------
The primary risks of investing in the Fund are described below.  
There are many circumstances (including additional risks that are 
not described here) which could cause you to lose money by 
investing in the Fund or prevent the Fund from achieving its 
goals.

Market risk is the risk that the price of a security held by the 
Fund will fall due to changing economic, political or market 
conditions, or due to the financial condition of the company which 
has issued the security.

Because the Fund invests in stocks, the price of its shares-its 
net asset value per share (NAV)-fluctuates daily in response to 
changes in the market value of the stocks.  In addition, the risks 
associated with the Fund's investment strategy may cause the 
Fund's total return or yield to decrease.

Investments in stocks of small and midsized companies can be 
riskier than investments in larger companies.  Small and midsized 
companies often have limited product lines, operating histories, 
markets, or financial resources.  They may depend heavily on a 
small management group.  Small companies in particular are more 
likely to fail or prove unable to grow.  Small and midsized 
companies may trade less frequently, in smaller volumes, and 
fluctuate more sharply in price than larger companies.  In 
addition, they may not be widely followed by the investment 
community, which can lower the demand for their stock.

PERFORMANCE HISTORY
- ----------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from 
year to year by illustrating the Fund's total calendar-year 
returns.  The performance table following the bar chart shows how 
the Fund's average annual returns compare with those of a broad 
measure of market performance for one year, five years and ten 
years.  We compare the Fund to the Russell 2000 Index, a broad-
based measure of market performance.  The chart and table are 
intended to illustrate some of the risks of investing in the Fund 
by showing the changes in the Fund's performance.  All returns 
include the reinvestment of dividends and distributions.  As with 
all mutual funds, past performance does not predict the Fund's 
future performance.  Performance results include any expense 
reduction arrangements.  If these arrangements were not in place, 
then the performance results would have been lower.  Any reduction 
arrangements may be discontinued at any time. The Fund's 
performance results do not reflect the cost of insurance and 
separate account charges which are imposed under your VA contract 
or VLI policy.

Calendar-Year Total Returns

                       YEAR-BY-YEAR TOTAL RETURNS
 40.00
 30.00  30.84       37.25       35.68
 20.00                                            26.94
 10.00                   14.48             11.75
 0.00                                 1.19             7.81
- -10.00        -8.91
- -20.00                                                      -17.30
- -30.00
        1989  1990  1991  1992  1993  1994  1995  1996  1997  1998
[ ] Special Venture Fund

Best quarter: _______
Worst quarter: ______

                             1 Year    5 Years    10 Years
Stein Roe Special Venture 
  Fund, Variable Series      -17.30%    5.06%      12.52%
Russell 2000 Index*           -2.55     _.__         _.__
________
*The Russell 2000 Index is an unmanaged group of stocks that 
differs from the Fund's composition; it is not available for 
direct investment.

INVESTMENT GOALS-STEIN ROE MORTGAGE SECURITIES FUND, VARIABLE 
SERIES
- ----------------------------------------------------------------
Stein Roe Mortgage Securities Fund, Variable Series, seeks the 
highest possible level of current income, consistent with safety 
of principal and maintenance of liquidity.

PRIMARY INVESTMENT STRATEGIES
- ----------------------------------------------------------------
Stein Roe Mortgage Securities Fund, Variable Series, normally 
invests at least 65% of its assets in the following types of 
mortgage securities: 

* agency pass-throughs, 
* agency and whole-loan collateralized mortgage obligations 
(CMOs), 
* mortgage-related (home equity, home improvement and manufactured 
housing) asset-backed securities and
* commercial mortgage-backed securities.

To select investments for the Fund, the portfolio manager looks 
for securities within these sectors that balance the potential for 
the highest yield and relative value with the prospects for 
incremental capital appreciation. The portfolio manager usually 
focuses on securities rated AA or higher.  However, the portfolio 
manager may invest in securities rated investment grade (BBB) or 
higher. The portfolio manager may also buy unrated securities if 
Stein Roe believes the security is comparable in quality to a 
security that is rated at least investment grade. 

Types of Mortgage Securities
Mortgage securities represent ownership interest in large, 
diversified pools of individual home mortgage loans. Sponsors pool 
together mortgages of similar rates and terms and offer them as a 
security to investors. The monthly payments of principal and 
interest made by homeowners are in turn passed through to the 
mortgage investor.

The Fund invests in three major sectors of the mortgage securities 
universe. Most mortgage securities are pooled together and 
structured as pass-throughs.  Monthly payments of principal and 
interest from the underlying mortgage loans backing the pool are 
collected by a service and "passed through" regularly to the 
investor. Pass-throughs can have a fixed or an adjustable rate. 
The majority of pass-through securities are issued by three 
agencies: 

* the Government National Mortgage Association (GNMA), also known 
  as "Ginnie Mae"; 
* the Federal National Mortgage Association (FNMA), also known as 
  "Fannie Mae"; or 
* the Federal Home Loan Mortgage Corporation (FHLMC), also known 
  as "Freddie Mac."

Collateralized mortgage obligations (CMOs) are backed by either 
agency or whole loan pass-throughs, which carry either fixed or 
adjustable rate interest rates. Tailored to meet investor demand, 
CMOs redirect principal and interest flows, thereby shifting 
prepayment risk to investors that are most suited to bear such 
risk.  Typically, principal prepayments are paid sequentially to 
separate "tranches," which create mortgage securities of short-, 
medium- and long-term maturities.  The Fund may buy CMOs of any 
maturity tranch, depending upon the portfolio manager's judgment 
regarding which tranch at the time offers the best relative value. 

Asset-backed securities are securities backed by various types of 
loans such as credit card, auto and home-equity loans. The Fund 
generally invests in "mortgage-related" asset-backed securities, 
which are backed by residential first and second lien home equity, 
home improvement and manufactured housing loans.  

Commercial mortgage-backed securities are secured by loans to 
office buildings, multi-family apartment buildings and shopping 
centers.  These loans usually contain prepayment penalties which 
provide protection from refinancing in a declining interest rate 
environment.  

PRIMARY INVESTMENT RISKS
- ----------------------------------------------------------------
The primary risks of investing in the Fund are described below.  
There are many circumstances (that are not described here) which 
could cause you to lose money by investing in the Fund or prevent 
the Fund from achieving its goals.

Interest rate risk is the risk of a decline in the price of a 
mortgage security when interest rates rise. In general, if 
interest rates rise, mortgage security prices fall; and if 
interest rates fall, mortgage security prices rise. Interest rate 
risk is generally greater for securities with longer maturities.  
Changes in the values of securities will not affect the amount of 
income the Fund receives but will affect the value of the Fund's 
shares.

Prepayment risk is the possibility that, as interest rates fall, 
homeowners are more likely to refinance their home mortgages. When 
mortgages are refinanced, the principal on mortgage-backed 
securities is paid earlier than expected. In an environment of 
declining interest rates, early return of principal from 
prepayments must be reinvested at lower interest rates, reducing 
the expected total rate of return for mortgage securities.  During 
periods of rising interest rates, mortgage securities have a high 
risk of declining in price.  This is because higher rates lead to 
slower prepayments, effectively extending the expected maturity of 
the bond at a time when interest rates are rising.  Prepayment 
risk applies to generally all mortgage securities, regardless of 
whether they represent interests in pools of fixed or adjustable 
interest rate loans.  The potential impact of prepayment on the 
price of a mortgage-backed security may be difficult to predict 
and result in greater volatility than other types of fixed income 
securities.

Because the Fund may invest in securities issued by private 
entities, it can at times be exposed to default risk.  To protect 
against these risks, the securities generally have some type of 
credit enhancement, usually a senior/subordinated structure.  The 
portfolio manager attempts to provide that the amount of credit 
enhancement in each holding subject to default is commensurate 
with the credit rating assigned from the rating agencies. There 
can be no assurance that the amount of credit support will be 
sufficient to fully cover losses stemming from defaults of the 
underlying loans. 

Management risk, which exists in varying amounts in all mutual 
funds, refers to the possibility that the portfolio manager may 
fail to anticipate these movements or risks, or effectively 
execute the Fund's strategy.

PERFORMANCE HISTORY
- ----------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from 
year to year by illustrating the Fund's total calendar-year 
returns.  The performance table following the bar chart shows how 
the Fund's average annual returns compare with those of a broad 
measure of market performance for one year, five years and ten 
years.  We compare the Fund to the Lehman Mortgage-Backed 
Securities Index, a broad-based measure of market performance.  
The chart and table are intended to illustrate some of the risks 
of investing in the Fund by showing the changes in the Fund's 
performance.  All returns include the reinvestment of dividends 
and distributions.  As with all mutual funds, past performance 
does not predict the Fund's future performance.  Performance 
results include any expense reduction arrangements.  If these 
arrangements were not in place, then the performance results would 
have been lower.  Any reduction arrangements may be discontinued 
at any time. The Fund's performance results do not reflect the 
cost of insurance and separate account charges which are imposed 
under your VA contract or VLI policy.

Calendar-Year Total Returns

                       YEAR-BY-YEAR TOTAL RETURNS
20.00
15.00                                       15.74
10.00   12.84       14.48
 5.00         9.10        5.95  6.26                    9.04  6.80
 0.00                                             4.70
- -5.00                                -1.57
        1989  1990  1991  1992  1993  1994  1995  1996  1997  1998
[ ] Mortgage Securities Fund

Best quarter:______
Worst quarter: _____

                                 1 Year    5 Years    10 Years
Stein Roe Mortgage Securities 
  Fund, Variable Series          6.80%       6.79%     8.23%
Lehman Mortgage-Backed 
  Securities Index*               ___         ___       ___
________
*The Lehman Mortgage-Backed Securities Index is an group of stocks 
that differs from the Fund's composition; it is not available for 
direct investment.

INVESTMENT GOALS-STEIN ROE MONEY MARKET FUND, VARIABLE SERIES
- ----------------------------------------------------------------
Stein Roe Money Market Fund, Variable Series seeks high current 
income, consistent with capital preservation and the maintenance 
of liquidity.

PRIMARY INVESTMENT STRATEGIES
- ----------------------------------------------------------------
The Fund invests in a diversified portfolio of high-quality money 
market securities.  Money market funds are subject to strict rules 
that require them to buy individual securities that have remaining 
maturities of 13 months or less, maintain an average dollar 
weighted portfolio maturity of 90 days or less, and buy only high-
quality dollar-denominated obligations.  The Fund invests in the 
following types of money market securities:

* Securities issued or guaranteed by the U.S. Government or by its 
  agencies.
* Securities issued or guaranteed by the government of any foreign 
  country that have a long-term rating at time of purchase of A or 
  better (or equivalent rating) by at least one nationally 
  recognized bond rating agency.
* Certificates of deposit, bankers' acceptances, time deposits and 
  other short-term securities issued by domestic or foreign banks 
  or their subsidiaries or branches. 
* Commercial paper of domestic or foreign issuers, including 
  variable rate demand notes.
* Short-term debt securities having a long-term rating at time of 
  purchase of A or better (or equivalent rating) by at least one 
  nationally recognized bond rating agency.
* Repurchase agreements.
* Other high-quality short-term obligations.

Under normal market conditions the Fund invests at least 25 
percent of its total assets in securities of issuers in the 
financial services industry.  

PRIMARY INVESTMENT RISKS
- ----------------------------------------------------------------
The primary risks of investing in the Fund are described below.  
There are many circumstances (including additional risks that are 
not described here) which could cause you to lose money by 
investing in the Fund or prevent the Fund from achieving its 
goals.

Market risk is the risk that the price of a security held by the 
Fund will fall due to changing economic, political or market 
conditions, or due to the financial condition of the company which 
has issued the security.

The Fund has maintained its NAV at $1.00 per share since inception 
and will continue to try to do so.  There can be no assurance that 
the Fund will succeed.  

An investment in the Fund is not insured or guaranteed by the 
Federal Deposit Insurance Corporation or any other government 
agency.  Although the Fund seeks to preserve the value of your 
investment at $1.00 per share, it is possible to lose money by 
investing in the Fund.  Additionally, the Fund's yield will vary 
as the short-term securities in its portfolio mature and the 
proceeds are reinvested in securities with different interest 
rates.

Market risk includes interest rate risk, which is the risk of a 
decline or increase in the price of a money market security when 
interest rates increase or decline.  In general, if interest rates 
rise, prices fall; and if interest rates fall, prices rise.  
Interest rate risk is generally greater for securities with longer 
maturities.  In addition, the Fund is subject to credit risk.  If 
a security's credit rating is downgraded, the Fund's income level 
or share price could be reduced.  Foreign securities held by the 
Fund are also subject to the risks associated with foreign 
investments, such as economic and political developments, seizure 
or nationalization of deposits, imposition of taxes, or other 
restrictions on the payment of principal and interest.

Because of the Fund's policy of investing at least 25 percent of 
its assets in securities of issuers in the financial services 
industry, the Fund may be affected more adversely than competing 
funds by changes affecting that industry.

PERFORMANCE HISTORY
- ----------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from 
year to year by illustrating the Fund's total calendar-year 
returns.  The chart is intended to illustrate some of the risks of 
investing in the Fund by showing the changes in the Fund's 
performance.  All returns include the reinvestment of dividends 
and distributions.  As with all mutual funds, past performance 
does not predict the Fund's future performance.  Performance 
results include any expense reduction arrangements.  If these 
arrangements were not in place, then the performance results would 
have been lower.  Any reduction arrangements may be discontinued 
at any time. The Fund's performance results do not reflect the 
cost of insurance and separate account charges which are imposed 
under your VA contract or VLI policy.

Calendar-Year Total Returns

                       YEAR-BY-YEAR TOTAL RETURNS
10.00
 8.00   9.07
 6.00         7.89
 4.00               5.79                    5.62  5.01  5.18  5.17
 2.00                     3.48  2.70  3.81
 0.00
        1989  1990  1991  1992  1993  1994  1995  1996  1997  1998
[ ] Money Market Fund

Best quarter: ______
worst quarter: _____

The seven-day current yield for Money Market Fund for the period 
ended Dec. 31, 1998 was 4.72%.


                     OTHER INVESTMENTS AND RISKS

Each Fund's primary investment strategies and risks are described 
above in its individual description.  This section describes other 
investments a Fund may make and the risks associated with them.  
In seeking to achieve its goal, each Fund may invest in various 
types of securities and engage in various investment techniques 
that are not the principal focus of the Fund and, therefore, are 
not described in this prospectus.  These types of securities and 
investment practices are discussed in the Funds' Statement of 
Additional Information (SAI), which you may obtain free of charge 
(see back cover).

The Funds' portfolio managers generally make decisions on buying 
and selling portfolio investments based upon their judgment that 
the decision will improve a Fund's investment return and further 
its investment goal.  The portfolio managers may also be required 
to sell portfolio investments to fund redemptions.

Portfolio Turnover
The Funds do not have limits on portfolio turnover.  Turnover may 
vary significantly from year to year.  Stein Roe does not expect 
it to exceed 100 percent under normal conditions.  Portfolio 
turnover increases transaction expenses, which reduce a Fund's 
return.

Temporary Defensive Positions
When Stein Roe believes that a temporary defensive position is 
necessary, a Fund may invest, without limit, in high-quality debt 
securities or hold assets in cash and cash equivalents.  Stein Roe 
is not required to take a temporary defensive position, and market 
conditions may prevent such an action.  A Fund may not achieve its 
investment objective if it takes a defensive position.

Market Capitalization
In this prospectus, for the Funds that invest in stocks, we refer 
to market capitalization as a means to distinguish among companies 
based on their size.  A company's market capitalization is simply 
its stock price multiplied by the number of shares of stock it has 
issued and outstanding.  In the financial markets, companies 
generally are sorted into one of three capitalization-based 
categories:  large capitalization (large cap); medium 
capitalization (midcap); or small capitalization (small cap).  We 
follow this convention in this prospectus.

To sort companies in this manner, we compare a company's 
capitalization with the capitalization of an appropriate index.  
(An index is a statistical composite that measures a group of 
stocks.) We utilize two indices in grouping stocks: the S&P Mid-
Cap 400 Index and the S&P Small-Cap 600 Index.  

We consider a company to be large cap if its market capitalization 
is at least 90 percent of the weighted market capitalization of 
the S&P Mid-Cap 400 Index.

We consider a company to be midcap if its market capitalization is 
less than 90 percent of the weighted market capitalization of the 
S&P Mid-Cap 400 Index and at least 90 percent of the weighted 
market capitalization of the S&P Small-Cap 600 Index.

We consider a company to be small cap if its market capitalization 
is less than 90 percent of the weighted market capitalization of 
the S&P Small-Cap 600 Index.  

As of Dec. 31, 1998, large-cap companies had market 
capitalizations greater than $6.6 billion, midcap companies had 
market capitalizations between $1.8 and $6.6 billion and small-cap 
companies had market capitalizations less than $1.8 billion.  
These amounts will change as the S&P Mid-Cap 400 and S&P Small-Cap 
600 indices change.



                 TRUST MANAGEMENT ORGANIZATIONS

                        The Trustees

The business of the Trust and the Funds is supervised by the 
Trust's Board of Trustees.  The SAI contains names of and 
biographical information on the Trustees.

            The Adviser:  Stein Roe & Farnham Incorporated

Stein Roe & Farnham Incorporated, One South Wacker Drive, Chicago, 
IL 60606, manages the day-to-day operations of the Funds.  Stein 
Roe has advised and managed mutual funds since 1949.  As of 
December 31, 1998, Stein Roe managed more than $29.7 billion in 
assets.  For the 1998 fiscal year, the Trust paid Stein Roe 
management fees, at the following annual rates of the average 
daily net assets of the specified Fund:

Stein Roe Balanced Fund, Variable Series             0.60%
Stein Roe Growth Stock Fund, Variable Series         0.65%
Stein Roe Special Venture Fund, Variable Series      0.65%
Stein Roe Mortgage Securities Fund, Variable Series  0.55%
Stein Roe Money Market Fund, Variable Series         0.50%

Stein Roe's mutual funds and institutional investment advisory 
businesses are managed together with that of its affiliate, 
Colonial Management Associates, Inc. (CMA), by a combined 
management team of employees from both companies.  CMA also shares 
personnel, facilities, and systems with Stein Roe that may be used 
in providing administrative or operational services to the Funds.  
CMA is a registered investment adviser.  Both Stein Roe and CMA 
are subsidiaries of Liberty Financial Companies, Inc.

Stein Roe can use the services of AlphaTrade Inc., an affiliated 
broker-dealer, when buying or selling equity securities for a 
Fund's portfolio, pursuant to procedures adopted by the Board of 
Trustees.

                        Portfolio Managers

Stein Roe Balanced Fund, Variable Series.  Harvey B. Hirschhorn 
has been portfolio manager of Balanced Fund since 1996.  He joined 
Stein Roe in 1973 and is executive vice president and chief 
economist and investment strategist.  Mr. Hirschhorn was 
responsible for managing $615 million in mutual fund net assets at 
Sept. 30, 1998.

Stein Roe Growth Stock Fund, Variable Series.  Erik P. Gustafson 
is portfolio manager of Growth Stock Fund and has managed Stein 
Roe Growth Stock Fund and Stein Roe Young Investor Fund since 
1994.  Mr. Gustafson joined Stein Roe in 1992 as a portfolio 
manager for privately managed accounts and is a senior vice 
president.  Mr. Gustafson was responsible for managing $1.4 
billion in mutual fund net assets at Sept. 30, 1998.  

Stein Roe Special Venture Fund, Variable Series.  The portfolio 
managers for Special Venture Fund are William M. Garrison and 
Steven M. Salopek, who have managed the Fund since October 1998.  
Mr. Garrison is a vice president of Stein Roe, which he joined in 
1989.  He has been an associate portfolio manager of the Stein Roe 
Balanced Fund since 1995 and has been an equity research analyst 
with Stein Roe since 1993.  Mr. Salopek is also a vice president 
of Stein Roe, which he joined in 1996 as an analyst.  Prior to 
joining Stein Roe, Mr. Salopek was an analyst with Banc One 
Investment Advisors from 1990 to 1996.

Stein Roe Mortgage Securities Fund, Variable Series.  William M. 
Wadden IV has been portfolio manager of the Mortgage Securities 
Fund since March, 1998. Mr. Wadden has been a senior vice 
president of Stein Roe since 1995. From 1993 to 1995, he was an 
Executive Vice President of CSZ Asset Management, Inc.

Stein Roe Money Market Fund, Variable Series.  Jane M. Naeseth has 
been portfolio manager of Money Market Fund since its inception.  
She has managed Stein Roe Cash Reserves Fund since 1980.  Ms. 
Naeseth is a senior vice president of Stein Roe, which she joined 
in 1977.  

YEAR 2000 COMPLIANCE
- ----------------------------------------------------------------
Like other investment companies, financial and business 
organizations and individuals around the world, the Funds could be 
adversely affected if the computer systems used by Stein Roe and 
other service providers do not properly process and calculate 
date-related information and data from and after Jan. 1, 2000.  
This is commonly known as the "Year 2000 Problem."  The Funds' 
service providers are taking steps that they believe are 
reasonably designed to address the Year 2000 problem, including 
communicating with vendors who furnish services, software and 
systems to the Funds, to provide that date-related information and 
data can be properly processed after Jan. 1, 2000.  Many Fund 
service providers and vendors, including the Funds' service 
providers, are in the process of making Year 2000 modifications to 
their software and systems and believe that such modifications 
will be completed on a timely basis prior to Jan. 1, 2000.  
However, no assurances can be given that all modifications 
required to ensure proper data processing and calculation on and 
after Jan. 1, 2000, will be made on a timely basis or that 
services to the Funds will not be adversely affected.


                       FINANCIAL HIGHLIGHTS

The financial highlights tables that follow are intended to help 
you understand the Funds' financial information for the last five 
fiscal years.  The information has been audited by KPMG Peat 
Marwick LLP, whose report appears in the Trust's annual report.  
The Funds' total returns presented below do not reflect the cost 
of insurance and other company separate account charges which vary 
with the VA contracts or VLI policies.

STEIN ROE BALANCED FUND, VARIABLE SERIES
<TABLE>
<CAPTION>
                                             Years Ended December 31,
                                      1998      1997     1996      1995       1994
                                     ------    ------   ------    ------     ------
<S>                                  <C>       <C>      <C>       <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year   $16.81    $16.28   $14.08    $12.18     $13.11
                                     ------    ------   ------    ------     ------
Net investment income                  0.48      0.53     0.57      0.48       0.51
Net realized and unrealized gains 
  (losses) on investments              1.48      1.96     1.63      2.61      (0.93)
                                     ------    ------   ------    ------     ------
Total from investment operations       1.96      2.49     2.20      3.09      (0.42)
                                     ------    ------   ------    ------     ------
Less distributions:
Dividends from net investment income  (0.51)    (0.56)       -     (0.48)     (0.51)
Distributions from net realized 
  gains on investments                (1.12)    (1.40)       -     (0.71)         -
                                     ------    ------   ------    ------     ------
Total distributions                   (1.63)    (1.96)       -     (1.19)     (0.51)
                                     ------    ------   ------    ------     ------
Net asset value, end of year         $17.14    $16.81   $16.28    $14.08     $12.18
                                     ======    ======   ======    ======     ======
TOTAL RETURN:
Total investment return              12.54%    16.82%    15.63%    25.43%   (3.19)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000s)     $361,823  $325,033  $299,184  $277,014  $196,278
Ratio of expenses to average net 
  assets                              0.65%     0.66%     0.67%     0.66%     0.68%
Ratio of net investment income 
  to average net assets               3.00%     3.18%     3.68%     3.12%     4.01%
Portfolio turnover ratio (a)            61%       44%       76%       66%       71%
<FN>
(a) Portfolio turnover includes dollar roll transactions.
</TABLE>


STEIN ROE GROWTH STOCK FUND, VARIABLE SERIES   
<TABLE>
<CAPTION>
                                                For years ending December 31,
                                       1998      1997      1996      1995       1994
                                      ------    ------    ------    ------     ------
<S>                                   <C>       <C>       <C>       <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year    $36.13    $28.61    $23.59    $18.11     $20.65
                                      ------    ------    ------    ------     ------
Net investment income                   0.08      0.10      0.13      0.15       0.15
Net realized and unrealized gains 
  (losses) on investments               9.54      8.84      4.89      6.68      (1.46)
                                      ------    ------    ------    ------     ------
Total from investment operations        9.62      8.94      5.02      6.83      (1.31)
                                      ------    ------    ------    ------     ------
Less distributions: 
Dividends from net investment income   (0.10)    (0.12)        -     (0.15)     (0.17)
Distributions from net realized 
  gains on investments                 (2.12)    (1.30)        -     (1.20)     (1.06)
                                      ------    ------    ------    ------     ------
Total distributions                    (2.22)    (1.42)        -     (1.35)     (1.23)
                                      ------    ------    ------    ------     ------
Net asset value, end of year          $43.53    $36.13    $28.61    $23.59     $18.11
                                      ======    ======    ======    ======     ======
TOTAL RETURN:
Total investment return               27.91%    32.28%    21.28%    37.73%     (6.35)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000s)      $271,584  $213,399  $161,879  $136,834    $98,733
Ratio of expenses to average net 
  assets                               0.70%     0.71%     0.73%      0.74%     0.77%
Ratio of net investment income 
  to average net assets                0.21%     0.32%     0.49%      0.72%     0.75%
Portfolio turnover ratio                 40%       28%       35%        41%       72%
</TABLE>

STEIN ROE SPECIAL VENTURE FUND, VARIABLE SERIES
<TABLE>
<CAPTION>
                                                For years ending December 31,
                                       1998      1997      1996      1995       1994
                                      ------    ------    ------    ------     ------
<S>                                   <C>       <C>       <C>       <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year    $18.00    $20.73    $16.33    $14.74     $16.53
                                      ------    ------    ------    ------     ------
Net investment income (loss)           (0.04)     0.01      0.04      0.04       0.06
Net realized and unrealized gains 
  (losses) on investments              (2.77)     1.25      4.36      1.69       0.09
                                      ------    ------    ------    ------     ------
Total from investment operations       (2.81)     1.26      4.40      1.73       0.15
                                      ------    ------    ------    ------     ------
Less distributions:
Dividends from net investment income       -     (0.03)        -     (0.04)     (0.07)
Distributions from net realized 
  gains on investments                 (1.57)    (3.96)        -     (0.10)     (1.87)
                                      ------    ------    ------    ------     ------
Total distributions                    (1.57)    (3.99)        -     (0.14)     (1.94)
                                      ------    ------    ------    ------     ------
Net asset value, end of year          $13.62    $18.00    $20.73    $16.33     $14.74
                                      ======    ======    ======    ======     ======
TOTAL RETURN: 
Total investment return             (17.30)%     7.81%    26.94%    11.75%   1.19%(b)
RATIOS/SUPPLEMENTAL DATA 
Net assets, end of year (000s)      $131,929  $200,590  $196,219  $143,248   $134,078
Ratio of expenses to average net 
  assets                               0.75%     0.73%     0.75%     0.76%   0.80%(a)
Ratio of net investment income 
  to average net assets              (0.22)%     0.04%     0.20%     0.26%   0.44%(b)
Portfolio turnover ratio                103%       93%      100%      132%       144%
<FN>
(a) These ratios were not materially affected by the reimbursement 
    of certain expenses by Stein Roe. 
(b) Computed giving effect to Stein Roe's expense limitation 
    undertaking.
</TABLE>


STEIN ROE MORTGAGE SECURITIES FUND, VARIABLE SERIES
<TABLE>
<CAPTION>
                                                For years ending December 31,
                                       1998      1997      1996       1995       1994
                                     ------    ------     ------     -----      ------
<S>                                   <C>       <C>       <C>        <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year   $10.73     $9.84     $10.16     $9.28      $10.17
                                     ------    ------     ------     -----      ------
Net investment income                  0.55      0.68       0.78      0.57        0.73
Net realized and unrealized gains 
  (losses) on investments              0.14      0.21      (0.30)     0.89       (0.89)
                                     ------    ------     ------     -----      ------
Total from investment operations       0.69      0.89       0.48      1.46       (0.16)
                                     ------    ------     ------     -----      ------
Less distributions:
Dividends from net investment income  (0.63)        -      (0.80)    (0.58)      (0.73)
Distributions from net realized 
  gains on investments                    -         -          -         -           -
                                     ------    ------     ------     -----      ------
Total distributions                   (0.63)        -      (0.80)    (0.58)      (0.73)
                                     ------    ------     ------     -----      ------
Net asset value, end of year         $10.79    $10.73      $9.84    $10.16       $9.28
                                     ======    ======      =====    ======       =====
TOTAL RETURN
Total investment return               6.80%     9.04%      4.70%    15.74%    (1.57)%(b)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000s)      $96,826   $77,173    $76,009  $101,778     $72,420
Ratio of expenses to average 
  net assets                          0.70%     0.70%    0.70%(a)    0.69%    0.70%(a)
Ratio of net investment income to 
  average net assets                  5.91%     6.59%    6.71%(b)    6.76%    6.71%(b)
Portfolio turnover ratio                 8%       29%        72%      112%       241%
<FN>
(a) If the Fund had paid all of its expenses and there had been 
    no reimbursement from Stein Roe, this ratio would have been 0.72% 
    and 0.71% for the years ended Dec. 31, 1996 and 1994, 
    respectively.
(b) Computed giving effect to Stein Roe's expense limitation 
    undertaking.
(c) Portfolio turnover includes dollar roll transactions.
</TABLE>


STEIN ROE MONEY MARKET FUND, VARIABLE SERIES
<TABLE>
<CAPTION>
                                                For years ending December 31,
                                       1998      1997      1996      1995       1994
                                      ------    ------    ------    ------   ------
<S>                                   <C>       <C>       <C>       <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year    $1.000    $1.000    $1.000    $1.000   $1.000
                                      ------    ------    ------    ------   ------
Net investment income                  0.050     0.050     0.049     0.055    0.037
                                      ------    ------    ------    ------   ------
Less distributions: 
   Distributions from net investment 
  income                              (0.050)   (0.050)   (0.049)   (0.055)   (0.037)
                                      ------    ------    ------    ------   ------
Net asset value, end of year          $1.000    $1.000    $1.000    $1.000    $1.000
                                      ======    ======    ======    ======    ======
TOTAL RETURN:
Total investment return                5.17%     5.18%     5.01%     5.62%     3.81%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000s)    $101,340   $67,137   $65,461   $64,992   $78,698
Ratio of net expenses to average 
  net assets                           0.62%     0.65%     0.65%     0.65%     0.63%
Ratio of net investment income to 
  average net assets                   4.99%     5.05%     4.90%     5.48%     3.73%
</TABLE>


                    SHAREHOLDER INFORMATION

Purchases and Redemptions
The Participating Insurance Companies place daily orders to 
purchase and redeem shares of the Funds.  These orders generally 
reflect the net effect of instructions they receive from holders 
of their VA contracts and VLI policies and certain other terms of 
those contracts and policies.  The Trust issues and redeems shares 
at NAV without imposing any selling commission, sales load or 
redemption charge.  Shares generally are sold and redeemed at 
their NAV next determined after receipt of purchase or redemption 
requests from Participating Insurance Companies.  The right of 
redemption may be suspended or payment postponed whenever 
permitted by applicable law and regulations.

How a Fund's Share Price is Determined
Each Fund's share price is its NAV next determined.  NAV is the 
difference between the values of a Fund's assets and liabilities 
divided by the number of shares outstanding.  We determine NAV at 
the close of regular trading on the New York Stock Exchange 
(NYSE), normally 4 p.m. New York time.  

Money Market Fund.  The valuation of the Money Market Fund's 
securities is based on their amortized cost, which does not take 
into account unrealized gains or losses, in an attempt to maintain 
its NAV at $1.00 per share.  The extent of any deviation between 
the Fund's NAV based upon market quotations or equivalents and 
$1.00 per share based on amortized cost will be examined by the 
Board.  If such deviation were to exceed 1/2 of 1%, the Board 
would consider what action, if any, should be taken, including 
selling portfolio securities, increasing, reducing, or suspending 
distributions or redeeming shares in kind.  Assets and securities 
of the Fund for which this valuation method does not produce a 
fair value are valued at a fair value determined in good faith by 
the Board. 

Other Funds.  To calculate the NAV on a given day, we value each 
stock listed or traded on a stock exchange at its latest sale 
price on that day.  If there are no sales that day, we value the 
security at the most recently quoted bid price.  We value each 
over-the-counter security or National Association of Securities 
Dealers Automated Quotation (Nasdaq) security as of the last sale 
price for that day.  We value all other over-the-counter 
securities that have reliable quotes at the latest quoted bid 
price.

We value long-term debt obligations and securities convertible 
into common stock at fair value.  Pricing services provide the 
Funds with the value of the securities.  When the price of a 
security is not available, including days when we determine that 
the sale or bid price of the security does not reflect that 
security's market value, we value the security at a fair value 
determined in good faith under procedures established by the Board 
of Trustees.

We value a security at fair value when events have occurred after 
the last available market price and before the close of the NYSE 
that materially affect the security's price.  In the case of 
foreign securities, this could include events occurring after the 
close of the foreign market and before the close of the NYSE.

A Fund's foreign securities may trade on days when the NYSE is 
closed.  We will not price shares on days that the NYSE is closed 
for trading and Participating Insurance Companies may not purchase 
or redeem shares.

Dividends and Distributions
Each Fund intends to declare and distribute, as dividends or 
capital gains distributions, at least annually, substantially all 
of its net investment income and net profits realized from the 
sale of portfolio securities, if any, to its shareholders 
(Participating Insurance Companies' separate accounts).  The net 
investment income of each Fund consists of all dividends or 
interest received by such Fund, less estimated expenses (including 
the investment advisory and administrative fees).  Income 
dividends will be declared and distributed annually in the case of 
each Fund other than Money Market Fund.  With respect to Money 
Market Fund, the dividends are declared daily and are reinvested 
monthly in shares of Money Market Fund at the NAV per share of 
$1.00.  All net short-term and long-term capital gains of each 
Fund, net of carry-forward losses, if any, realized during the 
fiscal year, are declared and distributed periodically, no less 
frequently than annually.  All dividends and distributions are 
reinvested in additional shares of the Fund at NAV, as of the 
record date for the distributions.

<PAGE>
FOR MORE INFORMATION
- ----------------------------------------------------------------

Adviser:  Stein Roe & Farnham Incorporated

You can get more information about the Funds' investments in the 
Funds' semiannual and annual reports to shareholders.  The annual 
report contains a discussion of the market conditions and 
investment strategies that significantly affected the Funds' 
performance over the last fiscal year.

You may wish to read the Funds' Statement of Additional 
Information (SAI) for more information on a Fund and the 
securities in which it invests.  The SAI is incorporated into this 
prospectus by reference, which means that it is considered to be 
part of this prospectus.

You can get free copies of the annual report and the SAI, request 
other information and discuss your questions about the Funds by 
writing:

Keyport Financial Services Corp.
125 High Street
Boston, MA  02110

or by calling or writing the Participating Insurance Company which 
issued your variable annuity contract or variable life insurance 
policy.

Text-only versions of all Fund documents can be viewed online or 
downloaded from the SEC at www.sec.gov.  

You can review and copy information about the Funds by visiting 
the following location, and you can obtain copies upon payment of 
a duplicating fee, by writing or calling the:

Public Reference Room 
Securities and Exchange Commission
Washington, DC  20549-6009
1-800-SEC-0330


Investment Company Act file number:  811-05199

<PAGE>

STEINROE VARIABLE INVESTMENT TRUST PROSPECTUS
May 1, 1999

* Stein Roe Balanced Fund, Variable Series

                         * * * *

Trust shares available only through variable annuity contracts and 
variable life insurance policies of participating insurance 
companies.

                         * * * *

This Prospectus must be accompanied by a prospectus for your 
variable annuity contract or variable life insurance policy.  
Retain both prospectuses for future reference.

                         * * * *

Although trust shares have been registered with the Securities and 
Exchange Commission, the Commission has not approved any shares 
offered in this prospectus or determined whether this prospectus 
is accurate or complete.  Any representation to the contrary is a 
criminal offense.

NOT FDIC-INSURED     MAY LOSE VALUE
                     NO BANK GUARANTEE

<PAGE>
TABLE OF CONTENTS

THE TRUST

THE FUND
Investment Goals
Primary Investment Strategies
Primary Investment Risks
Performance History

OTHER INVESTMENTS AND RISKS

TRUST MANAGEMENT ORGANIZATIONS
Trustees
Investment Adviser
Portfolio Manager
Year 2000 Compliance

FINANCIAL HIGHLIGHTS

SHAREHOLDER INFORMATION




                              THE TRUST

SteinRoe Variable Investment Trust (Trust) includes five separate 
mutual funds (Funds), each with its own investment goal and 
strategies.  This Prospectus contains information about Stein Roe 
Balanced Fund, Variable Series.  Other Funds may be added or 
deleted from time to time.

The Trust's Funds are investment options under variable annuity 
contracts (VA contracts) and variable life insurance policies (VLI 
policies) issued by life insurance companies (Participating 
Insurance Companies).  Some (but not all) Participating Insurance 
Companies are affiliated with the investment adviser to the Funds.  
Participating Insurance Companies invest in the Funds through 
separate accounts that they set up for that purpose.  Owners of VA 
contracts and VLI policies invest in sub-accounts of those 
separate accounts through instructions they give to their 
insurance company.

The prospectuses of the Participating Insurance Companies' 
separate accounts describe which Funds are available to the 
purchasers of their own VA contracts and VLI policies.  

<PAGE>
INVESTMENT GOALS- STEIN ROE BALANCED FUND, VARIABLE SERIES
- ----------------------------------------------------------------
Stein Roe Balanced Fund seeks high total investment return.  

PRIMARY INVESTMENT STRATEGIES
- ----------------------------------------------------------------
The Fund allocates its investments among common stocks and 
securities convertible into common stocks, bonds and cash.  The 
Fund invests primarily in well-established companies that have 
large market capitalizations.  The portfolio manager may invest in 
a company because it has a history of steady to improving sales or 
earnings growth that the portfolio managers believe can be 
sustained.  They also may invest in a company because they believe 
its stock is priced attractively compared to the value of its 
assets.  The Fund may invest up to 25 percent of its assets in 
foreign stocks.

The Fund also invests at least 25 percent of its assets in bonds.  
The Fund purchases bonds that are "investment grade"-that is, 
within the four highest investment grades assigned by a nationally 
recognized statistical rating organization.  The Fund may invest 
in unrated bonds if the portfolio managers believe that the 
securities are investment grade quality.  To select debt 
securities for the Fund, the portfolio managers consider a bond's 
expected income together with its potential for price gains or 
losses. 

The portfolio manager sets the Fund's asset allocation between 
stocks, bonds and cash based upon recommendations of Stein Roe's 
investment committee.  The committee makes its recommendations 
based upon economic, market and other factors that affect 
investment opportunities.  

PRIMARY INVESTMENT RISKS
- ----------------------------------------------------------------
The primary risks of investing in the Fund are described below.  
There are many circumstances (including additional risks that are 
not described here) which could cause you to lose money by 
investing in the Fund or prevent the Fund from achieving its 
goals.

Market risk is the risk that the price of a security held by the 
Fund will fall due to changing economic, political or market 
conditions, or due to the financial condition of the company which 
has issued the security.

Because the Fund invests in stocks and bonds, the price of the 
Fund's shares-its net asset value per share (NAV)-fluctuates daily 
in response to changes in the market value of the stocks and 
bonds.  In addition, the risks associated with the Fund's 
investment strategy may cause the Fund's total return or yield to 
decrease.

Foreign Securities
Foreign securities are subject to special risks.  Foreign stock 
markets, especially in countries with developing stock markets, 
can be extremely volatile.  The liquidity of foreign securities 
may be more limited than domestic securities, which means that the 
Fund may at times be unable to sell them at desirable prices.  
Fluctuations in currency exchange rates impact the value of 
foreign securities.  Brokerage commissions, custodial fees, and 
other fees are generally higher for foreign investments.  In 
addition, foreign governments may impose withholding taxes which 
would reduce the amount of income available to distribute to 
shareholders.  Other risks include: possible delays in settlement 
of transactions; less publicly available information about 
companies; the impact of political, social or diplomatic events; 
and possible seizure, expropriation or nationalization of the 
company or its assets.

Debt Securities
The Fund's investments in debt securities, generally bonds, expose 
the Fund to interest rate risk.  Interest rate risk is the risk of 
a decline in the price of a bond when interest rates increase.  In 
general, if interest rates rise, bond prices fall; and if interest 
rates fall, bond prices rise.  Changes in the values of bonds 
usually will not affect the amount of income the Fund receives 
from them but will affect the value of the Fund's shares.  
Interest rate risk is generally greater for bonds having longer 
maturities.  

Because the Fund may invest in fixed-income securities issued by 
private entities, including corporate bonds, the Fund is subject 
to issuer risk.  Issuer risk is the possibility that changes in 
the financial condition of the issuer of a security, changes in 
general economic conditions, or changes in economic conditions 
that affect the issuer's industry may impact the issuer's ability 
to make timely payment of interest or principal  This could result 
in decreases in the price of the security.

PERFORMANCE HISTORY
- ----------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from 
year to year by illustrating the Fund's total calendar-year 
returns.  The performance table following the bar chart shows how 
the Fund's average annual returns compare with those of a broad 
measure of market performance for one year, five years and ten 
years.  We compare the Fund to the S&P 500 Index, a broad-based 
measure of market performance.  The chart and table are intended 
to illustrate some of the risks of investing in the Fund by 
showing the changes in the Fund's performance.  All returns 
include the reinvestment of dividends and distributions.  As with 
all mutual funds, past performance does not predict the Fund's 
future performance.  Performance results include any expense 
reduction arrangements.  If these arrangements were not in place, 
then the performance results would have been lower.  Any reduction 
arrangements may be discontinued at any time.  The Fund's 
performance results do not reflect the cost of insurance and 
separate account charges which are imposed under your VA contract 
or VLI policy.

Calendar-Year Total Returns

                       YEAR-BY-YEAR TOTAL RETURNS
30.00
25.00             27.93                    25.43
20.00  22.38
15.00                                           15.63  16.82 12.54
10.00
 5.00                   7.53   9.29
 0.00
- -5.00       -0.69                   -3.19
      1989  1990  1991  1992   1993  1994  1995  1996  1997  1998
[ ] Balanced Fund

Best quarter:  _______
Worst quarter: ______

                              1 Year    5 Years    10 Years
Stein Roe Balanced Fund, 
  Variable Series             12.54%     13.05%     12.94%
S&P 500 Index*                28.60      24.05      19.19
________
*The S&P 500 Index is an unmanaged group of stocks that differs 
from the Fund's composition; it is not available for direct 
investment.



                  OTHER INVESTMENTS AND RISKS

The Fund's primary investment strategies and risks are described 
above.  This section describes other investments the Fund may make 
and the risks associated with them.  In seeking to achieve its 
goal, the Fund may invest in various types of securities and 
engage in various investment techniques that are not the principal 
focus of the Fund and, therefore, are not described in this 
prospectus.  These types of securities and investment practices 
are discussed in the Fund's Statement of Additional Information 
(SAI), which you may obtain free of charge (see back cover).

The Fund's portfolio manager generally makes decisions on buying 
and selling portfolio investments based upon his judgment that the 
decision will improve the Fund's investment return and further its 
investment goal.  The portfolio manager may also be required to 
sell portfolio investments to fund redemptions.

Portfolio Turnover
The Fund does not have limits on portfolio turnover.  Turnover may 
vary significantly from year to year.  Stein Roe does not expect 
it to exceed 100 percent under normal conditions.  Portfolio 
turnover increases transaction expenses, which reduce the Fund's 
return.

Temporary Defensive Positions
When Stein Roe believes that a temporary defensive position is 
necessary, the Fund may invest, without limit, in high-quality 
debt securities or hold assets in cash and cash equivalents.  
Stein Roe is not required to take a temporary defensive position, 
and market conditions may prevent such an action.  The Fund may 
not achieve its investment objective if it takes a defensive 
position.

Market Capitalization
In this prospectus we refer to market capitalization as a means to 
distinguish among companies based on their size.  A company's 
market capitalization is simply its stock price multiplied by the 
number of shares of stock it has issued and outstanding.  In the 
financial markets, companies generally are sorted into one of 
three capitalization-based categories:  large capitalization 
(large cap); medium capitalization (midcap); or small 
capitalization (small cap).  We follow this convention in this 
prospectus.

To sort companies in this manner, we compare a company's 
capitalization with the capitalization of an appropriate index.  
(An index is a statistical composite that measures a group of 
stocks.) We utilize two indices in grouping stocks: the S&P Mid-
Cap 400 Index and the S&P Small-Cap 600 Index.  

We consider a company to be large cap if its market capitalization 
is at least 90 percent of the weighted market capitalization of 
the S&P Mid-Cap 400 Index.

We consider a company to be midcap if its market capitalization is 
less than 90 percent of the weighted market capitalization of the 
S&P Mid-Cap 400 Index and at least 90 percent of the weighted 
market capitalization of the S&P Small-Cap 600 Index.

We consider a company to be small cap if its market capitalization 
is less than 90 percent of the weighted market capitalization of 
the S&P Small-Cap 600 Index.  

As of Dec. 31, 1998, large-cap companies had market 
capitalizations greater than $6.6 billion, midcap companies had 
market capitalizations between $1.8 and $6.6 billion and small-cap 
companies had market capitalizations less than $1.8 billion.  
These amounts will change as the S&P Mid-Cap 400 and S&P Small-Cap 
600 indices change.



                   TRUST MANAGEMENT ORGANIZATIONS

                          The Trustees

The business of the Trust and the Fund is supervised by the 
Trust's Board of Trustees.  The SAI contains names of and 
biographical information on the Trustees.

            The Adviser:  Stein Roe & Farnham Incorporated

Stein Roe & Farnham Incorporated, One South Wacker Drive, Chicago, 
IL 60606, manages the day-to-day operations of the Fund.  Stein 
Roe has advised and managed mutual funds since 1949.  As of 
December 31, 1998, Stein Roe managed more than $29.7 billion in 
assets.  For the 1998 fiscal year, the Trust paid Stein Roe 
management fees of 0.60 percent of the average daily net assets of 
the Fund

Stein Roe's mutual funds and institutional investment advisory 
businesses are managed together with that of its affiliate, 
Colonial Management Associates, Inc. (CMA), by a combined 
management team of employees from both companies.  CMA also shares 
personnel, facilities, and systems with Stein Roe that may be used 
in providing administrative or operational services to the Fund.  
CMA is a registered investment adviser.  Both Stein Roe and CMA 
are subsidiaries of Liberty Financial Companies, Inc.

Stein Roe can use the services of AlphaTrade Inc., an affiliated 
broker-dealer, when buying or selling equity securities for the 
Fund's portfolio, pursuant to procedures adopted by the Board of 
Trustees.

                        Portfolio Manager

Harvey B. Hirschhorn has been portfolio manager of the Fund since 
1996.  He joined Stein Roe in 1973 and is executive vice president 
and chief economist and investment strategist.  Mr. Hirschhorn was 
responsible for managing $615 million in mutual fund net assets at 
Sept. 30, 1998.

                       Year 2000 Compliance

Like other investment companies, financial and business 
organizations and individuals around the world, the Fund could be 
adversely affected if the computer systems used by Stein Roe and 
other service providers do not properly process and calculate 
date-related information and data from and after Jan. 1, 2000.  
This is commonly known as the "Year 2000 Problem."  The Fund's 
service providers are taking steps that they believe are 
reasonably designed to address the Year 2000 problem, including 
communicating with vendors who furnish services, software and 
systems to the Fund, to provide that date-related information and 
data can be properly processed after Jan. 1, 2000.  Many Fund 
service providers and vendors, including the Fund's service 
providers, are in the process of making Year 2000 modifications to 
their software and systems and believe that such modifications 
will be completed on a timely basis prior to Jan. 1, 2000.  
However, no assurances can be given that all modifications 
required to ensure proper data processing and calculation on and 
after Jan. 1, 2000, will be made on a timely basis or that 
services to the Fund will not be adversely affected.


                    FINANCIAL HIGHLIGHTS

The financial highlights tables that follow are intended to help 
you understand the Fund's financial information for the last five 
fiscal years.  The information has been audited by KPMG Peat 
Marwick LLP, whose report appears in the Trust's annual report.  
The Fund's total returns presented below do not reflect the cost 
of insurance and other company separate account charges which vary 
with the VA contracts or VLI policies.

STEIN ROE BALANCED FUND, VARIABLE SERIES
<TABLE>
<CAPTION>
                                             Years Ended December 31,
                                      1998      1997     1996      1995       1994
                                     ------    ------   ------    ------     ------
<S>                                  <C>       <C>      <C>       <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year   $16.81    $16.28   $14.08    $12.18     $13.11
                                     ------    ------   ------    ------     ------
Net investment income                  0.48      0.53     0.57      0.48       0.51
Net realized and unrealized gains 
  (losses) on investments              1.48      1.96     1.63      2.61      (0.93)
                                     ------    ------   ------    ------     ------
Total from investment operations       1.96      2.49     2.20      3.09      (0.42)
                                     ------    ------   ------    ------     ------
Less distributions:
Dividends from net investment income  (0.51)    (0.56)       -     (0.48)     (0.51)
Distributions from net realized 
  gains on investments                (1.12)    (1.40)       -     (0.71)         -
                                     ------    ------   ------    ------     ------
Total distributions                   (1.63)    (1.96)       -     (1.19)     (0.51)
                                     ------    ------   ------    ------     ------
Net asset value, end of year         $17.14    $16.81   $16.28    $14.08     $12.18
                                     ======    ======   ======    ======     ======
TOTAL RETURN:
Total investment return              12.54%    16.82%    15.63%    25.43%   (3.19)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000s)     $361,823  $325,033  $299,184  $277,014  $196,278
Ratio of expenses to average net 
  assets                              0.65%     0.66%     0.67%     0.66%     0.68%
Ratio of net investment income 
  to average net assets               3.00%     3.18%     3.68%     3.12%     4.01%
Portfolio turnover ratio (a)            61%       44%       76%       66%       71%
<FN>
(a) Portfolio turnover includes dollar roll transactions.
</TABLE>



                       SHAREHOLDER INFORMATION

Purchases and Redemptions
The Participating Insurance Companies place daily orders to 
purchase and redeem shares of the Fund.  These orders generally 
reflect the net effect of instructions they receive from holders 
of their VA contracts and VLI policies and certain other terms of 
those contracts and policies.  The Trust issues and redeems shares 
at NAV without imposing any selling commission, sales load or 
redemption charge.  Shares generally are sold and redeemed at 
their NAV next determined after receipt of purchase or redemption 
requests from Participating Insurance Companies.  The right of 
redemption may be suspended or payment postponed whenever 
permitted by applicable law and regulations.

How the Fund's Share Price is Determined
The Fund's share price is its NAV next determined.  NAV is the 
difference between the values of the Fund's assets and liabilities 
divided by the number of shares outstanding.  We determine NAV at 
the close of regular trading on the New York Stock Exchange 
(NYSE), normally 4 p.m. New York time.  

To calculate the NAV on a given day, we value each stock listed or 
traded on a stock exchange at its latest sale price on that day.  
If there are no sales that day, we value the security at the most 
recently quoted bid price.  We value each over-the-counter 
security or National Association of Securities Dealers Automated 
Quotation (Nasdaq) security as of the last sale price for that 
day.  We value all other over-the-counter securities that have 
reliable quotes at the latest quoted bid price.

We value long-term debt obligations and securities convertible 
into common stock at fair value.  Pricing services provide the 
Fund with the value of the securities.  When the price of a 
security is not available, including days when we determine that 
the sale or bid price of the security does not reflect that 
security's market value, we value the security at a fair value 
determined in good faith under procedures established by the Board 
of Trustees.

We value a security at fair value when events have occurred after 
the last available market price and before the close of the NYSE 
that materially affect the security's price.  In the case of 
foreign securities, this could include events occurring after the 
close of the foreign market and before the close of the NYSE.

The Fund's foreign securities may trade on days when the NYSE is 
closed.  We will not price shares on days that the NYSE is closed 
for trading and Participating Insurance Companies may not purchase 
or redeem shares.

Dividends and Distributions
The Fund intends to declare and distribute, as dividends or 
capital gains distributions, at least annually, substantially all 
of its net investment income and net profits realized from the 
sale of portfolio securities, if any, to its shareholders 
(Participating Insurance Companies' separate accounts).  The net 
investment income of the Fund consists of all dividends or 
interest received by the Fund, less estimated expenses (including 
the investment advisory and administrative fees).  Income 
dividends will be declared and distributed annually.  All net 
short-term and long-term capital gains of the Fund, net of carry-
forward losses, if any, realized during the fiscal year, are 
declared and distributed periodically, no less frequently than 
annually.  All dividends and distributions are reinvested in 
additional shares of the Fund at NAV, as of the record date for 
the distributions.

<PAGE>
FOR MORE INFORMATION
- ----------------------------------------------------------------

Adviser:  Stein Roe & Farnham Incorporated

You can get more information about the Fund's investments in the 
Fund's semiannual and annual reports to shareholders.  The annual 
report contains a discussion of the market conditions and 
investment strategies that significantly affected the Fund's 
performance over the last fiscal year.

You may wish to read the Fund's Statement of Additional 
Information (SAI) for more information on the Fund and the 
securities in which it invests.  The SAI is incorporated into this 
prospectus by reference, which means that it is considered to be 
part of this prospectus.

You can get free copies of the annual report and the SAI, request 
other information and discuss your questions about the Fund by 
writing:

Keyport Financial Services Corp.
125 High Street
Boston, MA  02110

or by calling or writing the Participating Insurance Company which 
issued your variable annuity contract or variable life insurance 
policy.

Text-only versions of all Fund documents can be viewed online or 
downloaded from the SEC at www.sec.gov.  

You can review and copy information about the Fund by visiting the 
following location, and you can obtain copies upon payment of a 
duplicating fee, by writing or calling the:

Public Reference Room 
Securities and Exchange Commission
Washington, DC  20549-6009
1-800-SEC-0330


Investment Company Act file number:  811-05199

<PAGE>

STEINROE VARIABLE INVESTMENT TRUST PROSPECTUS
May 1, 1999

* Stein Roe Growth Stock Fund, Variable Series

                           * * * *

Trust shares available only through variable annuity contracts and 
variable life insurance policies of participating insurance 
companies.

                           * * * *

This Prospectus must be accompanied by a prospectus for your 
variable annuity contract or variable life insurance policy.  
Retain both prospectuses for future reference.

                           * * * *

Although trust shares have been registered with the Securities and 
Exchange Commission, the Commission has not approved any shares 
offered in this prospectus or determined whether this prospectus 
is accurate or complete.  Any representation to the contrary is a 
criminal offense.

NOT FDIC-INSURED     MAY LOSE VALUE
                     NO BANK GUARANTEE

<PAGE>
TABLE OF CONTENTS

THE TRUST

THE FUND
Investment Goals
Primary Investment Strategies
Primary Investment Risks
Performance History

OTHER INVESTMENTS AND RISKS

TRUST MANAGEMENT ORGANIZATIONS
Trustees
Investment Adviser
Portfolio Manager
Year 2000 Compliance

FINANCIAL HIGHLIGHTS

SHAREHOLDER INFORMATION




                               THE TRUST

SteinRoe Variable Investment Trust (Trust) includes five separate 
mutual funds (Funds), each with its own investment goal and 
strategies.  This Prospectus contains information about Stein Roe 
Growth Stock Fund, Variable Series.  Other Funds may be added or 
deleted from time to time.

The Trust's Funds are investment options under variable annuity 
contracts (VA contracts) and variable life insurance policies (VLI 
policies) issued by life insurance companies (Participating 
Insurance Companies).  Some (but not all) Participating Insurance 
Companies are affiliated with the investment adviser to the Funds.  
Participating Insurance Companies invest in the Funds through 
separate accounts that they set up for that purpose.  Owners of VA 
contracts and VLI policies invest in sub-accounts of those 
separate accounts through instructions they give to their 
insurance company.

The prospectuses of the Participating Insurance Companies' 
separate accounts describe which Funds are available to the 
purchasers of their own VA contracts and VLI policies.  


<PAGE>
INVESTMENT GOALS- STEIN ROE GROWTH STOCK FUND, VARIABLE SERIES
- ----------------------------------------------------------------
Stein Roe Growth Stock Fund, Variable Series seeks long-term 
growth of capital.  

PRIMARY INVESTMENT STRATEGIES
- ----------------------------------------------------------------
The Fund invests primarily in the common stocks of companies with 
large market capitalizations.  The Fund emphasizes the technology, 
financial services, health care, and global consumer franchise 
sectors.  The Fund may invest up to 25 percent of its assets in 
foreign stocks.  To select investments for the Fund, the portfolio 
manager considers companies that he believes will generate 
earnings growth over the long term regardless of the economic 
environment.

PRIMARY INVESTMENT RISKS
- ----------------------------------------------------------------
The primary risks of investing in the Fund are described below.  
There are many circumstances (including additional risks that are 
not described here) which could cause you to lose money by 
investing in the Fund or prevent the Fund from achieving its 
goals.

Market risk is the risk that the price of a security held by the 
Fund will fall due to changing economic, political or market 
conditions, or due to the financial condition of the company which 
has issued the security.

Because the Fund invests in stocks, the price of its shares-its 
net asset value per share (NAV)-fluctuates daily in response to 
changes in the market value of the stocks.  In addition, the risks 
associated with the Fund's investment strategy may cause the 
Fund's total return or yield to decrease.

Foreign Securities
Foreign securities are subject to special risks.  Foreign stock 
markets, especially in countries with developing stock markets, 
can be extremely volatile.  The liquidity of foreign securities 
may be more limited than domestic securities, which means that the 
Fund may at times be unable to sell them at desirable prices.  
Fluctuations in currency exchange rates impact the value of 
foreign securities.  Brokerage commissions, custodial fees, and 
other fees are generally higher for foreign investments.  In 
addition, foreign governments may impose withholding taxes which 
would reduce the amount of income available to distribute to 
shareholders.  Other risks include: possible delays in settlement 
of transactions; less publicly available information about 
companies; the impact of political, social or diplomatic events; 
and possible seizure, expropriation or nationalization of the 
company or its assets.

PERFORMANCE HISTORY
- ----------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from 
year to year by illustrating the Fund's total calendar-year 
returns.  The performance table following the bar chart shows how 
the Fund's average annual returns compare with those of a broad 
measure of market performance for one year, five years and ten 
years.  We compare the Fund to the S&P 500 Index, a broad-based 
measure of market performance.  The chart and table are intended 
to illustrate some of the risks of investing in the Fund by 
showing the changes in the Fund's performance.  All returns 
include the reinvestment of dividends and distributions.  As with 
all mutual funds, past performance does not predict the Fund's 
future performance.  Performance results include any expense 
reduction arrangements.  If these arrangements were not in place, 
then the performance results would have been lower.  Any reduction 
arrangements may be discontinued at any time. The Fund's 
performance results do not reflect the cost of insurance and 
separate account charges which are imposed under your VA contract 
or VLI policy.

Calendar-Year Total Returns

                       YEAR-BY-YEAR TOTAL RETURNS
60.00
50.00
40.00             48.03
30.00 31.30                                37.73      32.28
20.00                                           21.28        27.91
10.00
 0.00                   6.63  4.97  
- -10.00      -1.65                   -6.35
      1989  1990  1991  1992  1993  1994  1995  1996   1997   1998
[ ] Growth Stock Fund

Best quarter:  _______
Worst quarter: ______

                           1 Year     5 years     10 Years
Stein Roe Growth Stock 
  Fund, Variable Series    27.91%      21.49%      18.94%
S&P 500 Index*             28.60       24.05       19.19
________
*The S&P 500 Index is an unmanaged group of stocks that differs 
from the Fund's composition; it is not available for direct 
investment.



                    OTHER INVESTMENTS AND RISKS

The Fund's primary investment strategies and risks are described 
above.  This section describes other investments the Fund may make 
and the risks associated with them.  In seeking to achieve its 
goal, the Fund may invest in various types of securities and 
engage in various investment techniques that are not the principal 
focus of the Fund and, therefore, are not described in this 
prospectus.  These types of securities and investment practices 
are discussed in the Fund's Statement of Additional Information 
(SAI), which you may obtain free of charge (see back cover).

The Fund's portfolio manager generally makes decisions on buying 
and selling portfolio investments based upon his judgment that the 
decision will improve the Fund's investment return and further its 
investment goal.  The portfolio manager may also be required to 
sell portfolio investments to fund redemptions.

Portfolio Turnover
The Fund does not have limits on portfolio turnover.  Turnover may 
vary significantly from year to year.  Stein Roe does not expect 
it to exceed 100 percent under normal conditions.  Portfolio 
turnover increases transaction expenses, which reduce the Fund's 
return.

Temporary Defensive Positions
When Stein Roe believes that a temporary defensive position is 
necessary, the Fund may invest, without limit, in high-quality 
debt securities or hold assets in cash and cash equivalents.  
Stein Roe is not required to take a temporary defensive position, 
and market conditions may prevent such an action.  The Fund may 
not achieve its investment objective if it takes a defensive 
position.

Market Capitalization
In this prospectus we refer to market capitalization as a means to 
distinguish among companies based on their size.  A company's 
market capitalization is simply its stock price multiplied by the 
number of shares of stock it has issued and outstanding.  In the 
financial markets, companies generally are sorted into one of 
three capitalization-based categories:  large capitalization 
(large cap); medium capitalization (midcap); or small 
capitalization (small cap).  We follow this convention in this 
prospectus.

To sort companies in this manner, we compare a company's 
capitalization with the capitalization of an appropriate index.  
(An index is a statistical composite that measures a group of 
stocks.) We utilize two indices in grouping stocks: the S&P Mid-
Cap 400 Index and the S&P Small-Cap 600 Index.  

We consider a company to be large cap if its market capitalization 
is at least 90 percent of the weighted market capitalization of 
the S&P Mid-Cap 400 Index.

We consider a company to be midcap if its market capitalization is 
less than 90 percent of the weighted market capitalization of the 
S&P Mid-Cap 400 Index and at least 90 percent of the weighted 
market capitalization of the S&P Small-Cap 600 Index.

We consider a company to be small cap if its market capitalization 
is less than 90 percent of the weighted market capitalization of 
the S&P Small-Cap 600 Index.  

As of Dec. 31, 1998, large-cap companies had market 
capitalizations greater than $6.6 billion, midcap companies had 
market capitalizations between $1.8 and $6.6 billion and small-cap 
companies had market capitalizations less than $1.8 billion.  
These amounts will change as the S&P Mid-Cap 400 and S&P Small-Cap 
600 indices change.



                  TRUST MANAGEMENT ORGANIZATIONS

                           The Trustees

The business of the Trust and the Fund is supervised by the 
Trust's Board of Trustees.  The SAI contains names of and 
biographical information on the Trustees.

            The Adviser:  Stein Roe & Farnham Incorporated

Stein Roe & Farnham Incorporated, One South Wacker Drive, Chicago, 
IL 60606, manages the day-to-day operations of the Fund.  Stein 
Roe has advised and managed mutual funds since 1949.  As of 
December 31, 1998, Stein Roe managed more than $29.7 billion in 
assets.  For the 1998 fiscal year, the Trust paid Stein Roe 
management fees of 0.65 percent of the average daily net assets of 
the Fund

Stein Roe's mutual funds and institutional investment advisory 
businesses are managed together with that of its affiliate, 
Colonial Management Associates, Inc. (CMA), by a combined 
management team of employees from both companies.  CMA also shares 
personnel, facilities, and systems with Stein Roe that may be used 
in providing administrative or operational services to the Fund.  
CMA is a registered investment adviser.  Both Stein Roe and CMA 
are subsidiaries of Liberty Financial Companies, Inc.

Stein Roe can use the services of AlphaTrade Inc., an affiliated 
broker-dealer, when buying or selling equity securities for the 
Fund's portfolio, pursuant to procedures adopted by the Board of 
Trustees.

                      Portfolio Manager

Erik P. Gustafson is portfolio manager of the Fund and has managed 
Stein Roe Growth Stock Fund and Stein Roe Young Investor Fund 
since 1994.  Mr. Gustafson joined Stein Roe in 1992 as a portfolio 
manager for privately managed accounts and is a senior vice 
president.  Mr. Gustafson was responsible for managing $1.4 
billion in mutual fund net assets at Sept. 30, 1998.  

                      Year 2000 Compliance

Like other investment companies, financial and business 
organizations and individuals around the world, the Fund could be 
adversely affected if the computer systems used by Stein Roe and 
other service providers do not properly process and calculate 
date-related information and data from and after Jan. 1, 2000.  
This is commonly known as the "Year 2000 Problem."  The Fund's 
service providers are taking steps that they believe are 
reasonably designed to address the Year 2000 problem, including 
communicating with vendors who furnish services, software and 
systems to the Fund, to provide that date-related information and 
data can be properly processed after Jan. 1, 2000.  Many Fund 
service providers and vendors, including the Fund's service 
providers, are in the process of making Year 2000 modifications to 
their software and systems and believe that such modifications 
will be completed on a timely basis prior to Jan. 1, 2000.  
However, no assurances can be given that all modifications 
required to ensure proper data processing and calculation on and 
after Jan. 1, 2000, will be made on a timely basis or that 
services to the Fund will not be adversely affected.


                       FINANCIAL HIGHLIGHTS

The financial highlights tables that follow are intended to help 
you understand the Fund's financial information for the last five 
fiscal years.  The information has been audited by KPMG Peat 
Marwick LLP, whose report appears in the Trust's annual report.  
The Fund's total returns presented below do not reflect the cost 
of insurance and other company separate account charges which vary 
with the VA contracts or VLI policies.

STEIN ROE GROWTH STOCK FUND, VARIABLE SERIES   
<TABLE>
<CAPTION>
                                                For years ending December 31,
                                       1998      1997      1996      1995       1994
                                      ------    ------    ------    ------     ------
<S>                                   <C>       <C>       <C>       <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year    $36.13    $28.61    $23.59    $18.11     $20.65
                                      ------    ------    ------    ------     ------
Net investment income                   0.08      0.10      0.13      0.15       0.15
Net realized and unrealized gains 
  (losses) on investments               9.54      8.84      4.89      6.68      (1.46)
                                      ------    ------    ------    ------     ------
Total from investment operations        9.62      8.94      5.02      6.83      (1.31)
                                      ------    ------    ------    ------     ------
Less distributions: 
Dividends from net investment income   (0.10)    (0.12)        -     (0.15)     (0.17)
Distributions from net realized 
  gains on investments                 (2.12)    (1.30)        -     (1.20)     (1.06)
                                      ------    ------    ------    ------     ------
Total distributions                    (2.22)    (1.42)        -     (1.35)     (1.23)
                                      ------    ------    ------    ------     ------
Net asset value, end of year          $43.53    $36.13    $28.61    $23.59     $18.11
                                      ======    ======    ======    ======     ======
TOTAL RETURN:
Total investment return               27.91%    32.28%    21.28%    37.73%     (6.35)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000s)      $271,584  $213,399  $161,879  $136,834    $98,733
Ratio of expenses to average net 
  assets                               0.70%     0.71%     0.73%      0.74%     0.77%
Ratio of net investment income 
  to average net assets                0.21%     0.32%     0.49%      0.72%     0.75%
Portfolio turnover ratio                 40%       28%       35%        41%       72%
</TABLE>



                        SHAREHOLDER INFORMATION

Purchases and Redemptions
The Participating Insurance Companies place daily orders to 
purchase and redeem shares of the Fund.  These orders generally 
reflect the net effect of instructions they receive from holders 
of their VA contracts and VLI policies and certain other terms of 
those contracts and policies.  The Trust issues and redeems shares 
at NAV without imposing any selling commission, sales load or 
redemption charge.  Shares generally are sold and redeemed at 
their NAV next determined after receipt of purchase or redemption 
requests from Participating Insurance Companies.  The right of 
redemption may be suspended or payment postponed whenever 
permitted by applicable law and regulations.

How the Fund's Share Price is Determined
The Fund's share price is its NAV next determined.  NAV is the 
difference between the values of the Fund's assets and liabilities 
divided by the number of shares outstanding.  We determine NAV at 
the close of regular trading on the New York Stock Exchange 
(NYSE), normally 4 p.m. New York time.  

To calculate the NAV on a given day, we value each stock listed or 
traded on a stock exchange at its latest sale price on that day.  
If there are no sales that day, we value the security at the most 
recently quoted bid price.  We value each over-the-counter 
security or National Association of Securities Dealers Automated 
Quotation (Nasdaq) security as of the last sale price for that 
day.  We value all other over-the-counter securities that have 
reliable quotes at the latest quoted bid price.

We value long-term debt obligations and securities convertible 
into common stock at fair value.  Pricing services provide the 
Fund with the value of the securities.  When the price of a 
security is not available, including days when we determine that 
the sale or bid price of the security does not reflect that 
security's market value, we value the security at a fair value 
determined in good faith under procedures established by the Board 
of Trustees.

We value a security at fair value when events have occurred after 
the last available market price and before the close of the NYSE 
that materially affect the security's price.  In the case of 
foreign securities, this could include events occurring after the 
close of the foreign market and before the close of the NYSE.

The Fund's foreign securities may trade on days when the NYSE is 
closed.  We will not price shares on days that the NYSE is closed 
for trading and Participating Insurance Companies may not purchase 
or redeem shares.

Dividends and Distributions
The Fund intends to declare and distribute, as dividends or 
capital gains distributions, at least annually, substantially all 
of its net investment income and net profits realized from the 
sale of portfolio securities, if any, to its shareholders 
(Participating Insurance Companies' separate accounts).  The net 
investment income of the Fund consists of all dividends or 
interest received by the Fund, less estimated expenses (including 
the investment advisory and administrative fees).  Income 
dividends will be declared and distributed annually.  All net 
short-term and long-term capital gains of the Fund, net of carry-
forward losses, if any, realized during the fiscal year, are 
declared and distributed periodically, no less frequently than 
annually.  All dividends and distributions are reinvested in 
additional shares of the Fund at NAV, as of the record date for 
the distributions.

<PAGE>
FOR MORE INFORMATION
- ----------------------------------------------------------------

Adviser:  Stein Roe & Farnham Incorporated

You can get more information about the Fund's investments in the 
Fund's semiannual and annual reports to shareholders.  The annual 
report contains a discussion of the market conditions and 
investment strategies that significantly affected the Fund's 
performance over the last fiscal year.

You may wish to read the Fund's Statement of Additional 
Information (SAI) for more information on the Fund and the 
securities in which it invests.  The SAI is incorporated into this 
prospectus by reference, which means that it is considered to be 
part of this prospectus.

You can get free copies of the annual report and the SAI, request 
other information and discuss your questions about the Fund by 
writing:

Keyport Financial Services Corp.
125 High Street
Boston, MA  02110

or by calling or writing the Participating Insurance Company which 
issued your variable annuity contract or variable life insurance 
policy.

Text-only versions of all Fund documents can be viewed online or 
downloaded from the SEC at www.sec.gov.  

You can review and copy information about the Fund by visiting the 
following location, and you can obtain copies upon payment of a 
duplicating fee, by writing or calling the:

Public Reference Room 
Securities and Exchange Commission
Washington, DC  20549-6009
1-800-SEC-0330


Investment Company Act file number:  811-05199

<PAGE>

STEINROE VARIABLE INVESTMENT TRUST PROSPECTUS
May 1, 1999

* Stein Roe Special Venture Fund, Variable Series

                              * * * *

Trust shares available only through variable annuity contracts and 
variable life insurance policies of participating insurance 
companies.

                              * * * *

This Prospectus must be accompanied by a prospectus for your 
variable annuity contract or variable life insurance policy.  
Retain both prospectuses for future reference.

                              * * * *

Although trust shares have been registered with the Securities and 
Exchange Commission, the Commission has not approved any shares 
offered in this prospectus or determined whether this prospectus 
is accurate or complete.  Any representation to the contrary is a 
criminal offense.

NOT FDIC-INSURED     MAY LOSE VALUE
                     NO BANK GUARANTEE

<PAGE>
TABLE OF CONTENTS

THE TRUST

THE FUND
Investment Goals
Primary Investment Strategies
Primary Investment Risks
Performance History

OTHER INVESTMENTS AND RISKS

TRUST MANAGEMENT ORGANIZATIONS
Trustees
Investment Adviser
Portfolio Managers
Year 2000 Compliance

FINANCIAL HIGHLIGHTS

SHAREHOLDER INFORMATION




                             THE TRUST

SteinRoe Variable Investment Trust (Trust) includes five separate 
mutual funds (Funds), each with its own investment goal and 
strategies.  This Prospectus contains information about Stein Roe 
Special Venture Fund, Variable Series.  Other Funds may be added 
or deleted from time to time.

The Trust's Funds are investment options under variable annuity 
contracts (VA contracts) and variable life insurance policies (VLI 
policies) issued by life insurance companies (Participating 
Insurance Companies).  Some (but not all) Participating Insurance 
Companies are affiliated with the investment adviser to the Funds.  
Participating Insurance Companies invest in the Funds through 
separate accounts that they set up for that purpose.  Owners of VA 
contracts and VLI policies invest in sub-accounts of those 
separate accounts through instructions they give to their 
insurance company.

The prospectuses of the Participating Insurance Companies' 
separate accounts describe which Funds are available to the 
purchasers of their own VA contracts and VLI policies.  

<PAGE>
INVESTMENT GOALS- STEIN ROE SPECIAL VENTURE FUND, VARIABLE SERIES
- ----------------------------------------------------------------
Stein Roe Special Venture Fund, Variable Series seeks long-term 
growth of capital.  

PRIMARY INVESTMENT STRATEGIES
- ----------------------------------------------------------------
Under normal market conditions, the Fund invests at least 65 
percent of its assets in common stocks of companies with small 
market capitalizations.  The Fund invests in new issuers during 
periods when new issues are being brought to market.  The Fund 
also invests in midcap companies.  The Fund invests in companies 
that compete within large and growing markets and that appear to 
have the ability to grow their market share.  To find companies 
with these growth characteristics, the portfolio managers seek out 
companies that are-or, in the portfolio managers' judgment, have 
the potential to be-a market share leader within their respective 
industry.  They also look for companies with strong management 
teams that participate in the ownership of the companies.  

PRIMARY INVESTMENT RISKS
- ----------------------------------------------------------------
The primary risks of investing in the Fund are described below.  
There are many circumstances (including additional risks that are 
not described here) which could cause you to lose money by 
investing in the Fund or prevent the Fund from achieving its 
goals.

Market risk is the risk that the price of a security held by the 
Fund will fall due to changing economic, political or market 
conditions, or due to the financial condition of the company which 
has issued the security.

Because the Fund invests in stocks, the price of its shares-its 
net asset value per share (NAV)-fluctuates daily in response to 
changes in the market value of the stocks.  In addition, the risks 
associated with the Fund's investment strategy may cause the 
Fund's total return or yield to decrease.

Investments in stocks of small and midsized companies can be 
riskier than investments in larger companies.  Small and midsized 
companies often have limited product lines, operating histories, 
markets, or financial resources.  They may depend heavily on a 
small management group.  Small companies in particular are more 
likely to fail or prove unable to grow.  Small and midsized 
companies may trade less frequently, in smaller volumes, and 
fluctuate more sharply in price than larger companies.  In 
addition, they may not be widely followed by the investment 
community, which can lower the demand for their stock.

PERFORMANCE HISTORY
- ----------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from 
year to year by illustrating the Fund's total calendar-year 
returns.  The performance table following the bar chart shows how 
the Fund's average annual returns compare with those of a broad 
measure of market performance for one year, five years and ten 
years.  We compare the Fund to the Russell 2000 Index, a broad-
based measure of market performance.  The chart and table are 
intended to illustrate some of the risks of investing in the Fund 
by showing the changes in the Fund's performance.  All returns 
include the reinvestment of dividends and distributions.  As with 
all mutual funds, past performance does not predict the Fund's 
future performance.  Performance results include any expense 
reduction arrangements.  If these arrangements were not in place, 
then the performance results would have been lower.  Any reduction 
arrangements may be discontinued at any time. The Fund's 
performance results do not reflect the cost of insurance and 
separate account charges which are imposed under your VA contract 
or VLI policy.

Calendar-Year Total Returns

                       YEAR-BY-YEAR TOTAL RETURNS
 40.00
 30.00  30.84       37.25       35.68
 20.00                                            26.94
 10.00                   14.48             11.75
 0.00                                 1.19             7.81
- -10.00        -8.91
- -20.00                                                      -17.30
- -30.00
        1989  1990  1991  1992  1993  1994  1995  1996  1997  1998
[ ] Special Venture Fund

Best quarter: _______
Worst quarter: ______

                             1 Year    5 Years    10 Years
Stein Roe Special Venture 
  Fund, Variable Series      -17.30%    5.06%      12.52%
Russell 2000 Index*           -2.55     _.__         _.__
________
*The Russell 2000 Index is an unmanaged group of stocks that 
differs from the Fund's composition; it is not available for 
direct investment.



                      OTHER INVESTMENTS AND RISKS

The Fund's primary investment strategies and risks are described 
above.  This section describes other investments the Fund may make 
and the risks associated with them.  In seeking to achieve its 
goal, the Fund may invest in various types of securities and 
engage in various investment techniques that are not the principal 
focus of the Fund and, therefore, are not described in this 
prospectus.  These types of securities and investment practices 
are discussed in the Fund's Statement of Additional Information 
(SAI), which you may obtain free of charge (see back cover).

The Fund's portfolio managers generally make decisions on buying 
and selling portfolio investments based upon their judgment that 
the decision will improve the Fund's investment return and further 
its investment goal.  The portfolio managers may also be required 
to sell portfolio investments to fund redemptions.

Portfolio Turnover
The Fund does not have limits on portfolio turnover.  Turnover may 
vary significantly from year to year.  Stein Roe does not expect 
it to exceed 100 percent under normal conditions.  Portfolio 
turnover increases transaction expenses, which reduce the Fund's 
return.

Temporary Defensive Positions
When Stein Roe believes that a temporary defensive position is 
necessary, the Fund may invest, without limit, in high-quality 
debt securities or hold assets in cash and cash equivalents.  
Stein Roe is not required to take a temporary defensive position, 
and market conditions may prevent such an action.  The Fund may 
not achieve its investment objective if it takes a defensive 
position.

Market Capitalization
In this prospectus we refer to market capitalization as a means to 
distinguish among companies based on their size.  A company's 
market capitalization is simply its stock price multiplied by the 
number of shares of stock it has issued and outstanding.  In the 
financial markets, companies generally are sorted into one of 
three capitalization-based categories:  large capitalization 
(large cap); medium capitalization (midcap); or small 
capitalization (small cap).  We follow this convention in this 
prospectus.

To sort companies in this manner, we compare a company's 
capitalization with the capitalization of an appropriate index.  
(An index is a statistical composite that measures a group of 
stocks.) We utilize two indices in grouping stocks: the S&P Mid-
Cap 400 Index and the S&P Small-Cap 600 Index.  

We consider a company to be large cap if its market capitalization 
is at least 90 percent of the weighted market capitalization of 
the S&P Mid-Cap 400 Index.

We consider a company to be midcap if its market capitalization is 
less than 90 percent of the weighted market capitalization of the 
S&P Mid-Cap 400 Index and at least 90 percent of the weighted 
market capitalization of the S&P Small-Cap 600 Index.

We consider a company to be small cap if its market capitalization 
is less than 90 percent of the weighted market capitalization of 
the S&P Small-Cap 600 Index.  

As of Dec. 31, 1998, large-cap companies had market 
capitalizations greater than $6.6 billion, midcap companies had 
market capitalizations between $1.8 and $6.6 billion and small-cap 
companies had market capitalizations less than $1.8 billion.  
These amounts will change as the S&P Mid-Cap 400 and S&P Small-Cap 
600 indices change.



                  TRUST MANAGEMENT ORGANIZATIONS

                         The Trustees

The business of the Trust and the Fund is supervised by the 
Trust's Board of Trustees.  The SAI contains names of and 
biographical information on the Trustees.

           The Adviser:  Stein Roe & Farnham Incorporated

Stein Roe & Farnham Incorporated, One South Wacker Drive, Chicago, 
IL 60606, manages the day-to-day operations of the Fund.  Stein 
Roe has advised and managed mutual funds since 1949.  As of 
December 31, 1998, Stein Roe managed more than $29.7 billion in 
assets.  For the 1998 fiscal year, the Trust paid Stein Roe 
management fees of 0.65 percent of the average daily net assets of 
the Fund

Stein Roe's mutual funds and institutional investment advisory 
businesses are managed together with that of its affiliate, 
Colonial Management Associates, Inc. (CMA), by a combined 
management team of employees from both companies.  CMA also shares 
personnel, facilities, and systems with Stein Roe that may be used 
in providing administrative or operational services to the Fund.  
CMA is a registered investment adviser.  Both Stein Roe and CMA 
are subsidiaries of Liberty Financial Companies, Inc.

Stein Roe can use the services of AlphaTrade Inc., an affiliated 
broker-dealer, when buying or selling equity securities for the 
Fund's portfolio, pursuant to procedures adopted by the Board of 
Trustees.

                       Portfolio Managers

The portfolio managers for the Fund are William M. Garrison and 
Steven M. Salopek, who have managed the Fund since October 1998.  
Mr. Garrison is a vice president of Stein Roe, which he joined in 
1989.  He has been an associate portfolio manager of the Stein Roe 
Balanced Fund since 1995 and has been an equity research analyst 
with Stein Roe since 1993.  Mr. Salopek is also a vice president 
of Stein Roe, which he joined in 1996 as an analyst.  Prior to 
joining Stein Roe, Mr. Salopek was an analyst with Banc One 
Investment Advisors from 1990 to 1996.

                       Year 2000 Compliance

Like other investment companies, financial and business 
organizations and individuals around the world, the Fund could be 
adversely affected if the computer systems used by Stein Roe and 
other service providers do not properly process and calculate 
date-related information and data from and after Jan. 1, 2000.  
This is commonly known as the "Year 2000 Problem."  The Fund's 
service providers are taking steps that they believe are 
reasonably designed to address the Year 2000 problem, including 
communicating with vendors who furnish services, software and 
systems to the Fund, to provide that date-related information and 
data can be properly processed after Jan. 1, 2000.  Many Fund 
service providers and vendors, including the Fund's service 
providers, are in the process of making Year 2000 modifications to 
their software and systems and believe that such modifications 
will be completed on a timely basis prior to Jan. 1, 2000.  
However, no assurances can be given that all modifications 
required to ensure proper data processing and calculation on and 
after Jan. 1, 2000, will be made on a timely basis or that 
services to the Fund will not be adversely affected.



                      FINANCIAL HIGHLIGHTS

The financial highlights tables that follow are intended to help 
you understand the Fund's financial information for the last five 
fiscal years.  The information has been audited by KPMG Peat 
Marwick LLP, whose report appears in the Trust's annual report.  
The Fund's total returns presented below do not reflect the cost 
of insurance and other company separate account charges which vary 
with the VA contracts or VLI policies.

STEIN ROE SPECIAL VENTURE FUND, VARIABLE SERIES
<TABLE>
<CAPTION>
                                                For years ending December 31,
                                       1998      1997      1996      1995       1994
                                      ------    ------    ------    ------     ------
<S>                                   <C>       <C>       <C>       <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year    $18.00    $20.73    $16.33    $14.74     $16.53
                                      ------    ------    ------    ------     ------
Net investment income (loss)           (0.04)     0.01      0.04      0.04       0.06
Net realized and unrealized gains 
  (losses) on investments              (2.77)     1.25      4.36      1.69       0.09
                                      ------    ------    ------    ------     ------
Total from investment operations       (2.81)     1.26      4.40      1.73       0.15
                                      ------    ------    ------    ------     ------
Less distributions:
Dividends from net investment income       -     (0.03)        -     (0.04)     (0.07)
Distributions from net realized 
  gains on investments                 (1.57)    (3.96)        -     (0.10)     (1.87)
                                      ------    ------    ------    ------     ------
Total distributions                    (1.57)    (3.99)        -     (0.14)     (1.94)
                                      ------    ------    ------    ------     ------
Net asset value, end of year          $13.62    $18.00    $20.73    $16.33     $14.74
                                      ======    ======    ======    ======     ======
TOTAL RETURN: 
Total investment return             (17.30)%     7.81%    26.94%    11.75%   1.19%(b)
RATIOS/SUPPLEMENTAL DATA 
Net assets, end of year (000s)      $131,929  $200,590  $196,219  $143,248   $134,078
Ratio of expenses to average net 
  assets                               0.75%     0.73%     0.75%     0.76%   0.80%(a)
Ratio of net investment income 
  to average net assets              (0.22)%     0.04%     0.20%     0.26%   0.44%(b)
Portfolio turnover ratio                103%       93%      100%      132%       144%
<FN>
(a) These ratios were not materially affected by the reimbursement 
    of certain expenses by Stein Roe. 
(b) Computed giving effect to Stein Roe's expense limitation 
    undertaking.
</TABLE>



                     SHAREHOLDER INFORMATION

Purchases and Redemptions
The Participating Insurance Companies place daily orders to 
purchase and redeem shares of the Fund.  These orders generally 
reflect the net effect of instructions they receive from holders 
of their VA contracts and VLI policies and certain other terms of 
those contracts and policies.  The Trust issues and redeems shares 
at NAV without imposing any selling commission, sales load or 
redemption charge.  Shares generally are sold and redeemed at 
their NAV next determined after receipt of purchase or redemption 
requests from Participating Insurance Companies.  The right of 
redemption may be suspended or payment postponed whenever 
permitted by applicable law and regulations.

How the Fund's Share Price is Determined
The Fund's share price is its NAV next determined.  NAV is the 
difference between the values of the Fund's assets and liabilities 
divided by the number of shares outstanding.  We determine NAV at 
the close of regular trading on the New York Stock Exchange 
(NYSE), normally 4 p.m. New York time.  

To calculate the NAV on a given day, we value each stock listed or 
traded on a stock exchange at its latest sale price on that day.  
If there are no sales that day, we value the security at the most 
recently quoted bid price.  We value each over-the-counter 
security or National Association of Securities Dealers Automated 
Quotation (Nasdaq) security as of the last sale price for that 
day.  We value all other over-the-counter securities that have 
reliable quotes at the latest quoted bid price.

We value long-term debt obligations and securities convertible 
into common stock at fair value.  Pricing services provide the 
Fund with the value of the securities.  When the price of a 
security is not available, including days when we determine that 
the sale or bid price of the security does not reflect that 
security's market value, we value the security at a fair value 
determined in good faith under procedures established by the Board 
of Trustees.

We value a security at fair value when events have occurred after 
the last available market price and before the close of the NYSE 
that materially affect the security's price.  

We will not price shares on days that the NYSE is closed for 
trading and Participating Insurance Companies may not purchase or 
redeem shares.

Dividends and Distributions
The Fund intends to declare and distribute, as dividends or 
capital gains distributions, at least annually, substantially all 
of its net investment income and net profits realized from the 
sale of portfolio securities, if any, to its shareholders 
(Participating Insurance Companies' separate accounts).  The net 
investment income of the Fund consists of all dividends or 
interest received by the Fund, less estimated expenses (including 
the investment advisory and administrative fees).  Income 
dividends will be declared and distributed annually.  All net 
short-term and long-term capital gains of the Fund, net of carry-
forward losses, if any, realized during the fiscal year, are 
declared and distributed periodically, no less frequently than 
annually.  All dividends and distributions are reinvested in 
additional shares of the Fund at NAV, as of the record date for 
the distributions.

<PAGE>
FOR MORE INFORMATION
- ----------------------------------------------------------------

Adviser:  Stein Roe & Farnham Incorporated

You can get more information about the Fund's investments in the 
Fund's semiannual and annual reports to shareholders.  The annual 
report contains a discussion of the market conditions and 
investment strategies that significantly affected the Fund's 
performance over the last fiscal year.

You may wish to read the Fund's Statement of Additional 
Information (SAI) for more information on the Fund and the 
securities in which it invests.  The SAI is incorporated into this 
prospectus by reference, which means that it is considered to be 
part of this prospectus.

You can get free copies of the annual report and the SAI, request 
other information and discuss your questions about the Fund by 
writing:

Keyport Financial Services Corp.
125 High Street
Boston, MA  02110

or by calling or writing the Participating Insurance Company which 
issued your variable annuity contract or variable life insurance 
policy.

Text-only versions of all Fund documents can be viewed online or 
downloaded from the SEC at www.sec.gov.  

You can review and copy information about the Fund by visiting the 
following location, and you can obtain copies upon payment of a 
duplicating fee, by writing or calling the:

Public Reference Room 
Securities and Exchange Commission
Washington, DC  20549-6009
1-800-SEC-0330


Investment Company Act file number:  811-05199

<PAGE>

STEINROE VARIABLE INVESTMENT TRUST PROSPECTUS
May 1, 1999

* Stein Roe Money Market Fund, Variable Series

                        * * * *

Trust shares available only through variable annuity contracts and 
variable life insurance policies of participating insurance 
companies.

                        * * * *

This Prospectus must be accompanied by a prospectus for your 
variable annuity contract or variable life insurance policy.  
Retain both prospectuses for future reference.

                        * * * *

Although trust shares have been registered with the Securities and 
Exchange Commission, the Commission has not approved any shares 
offered in this prospectus or determined whether this prospectus 
is accurate or complete.  Any representation to the contrary is a 
criminal offense.

NOT FDIC-INSURED     MAY LOSE VALUE
                     NO BANK GUARANTEE

<PAGE>
TABLE OF CONTENTS

THE TRUST

THE FUND
Investment Goals
Primary Investment Strategies
Primary Investment Risks
Performance History

OTHER INVESTMENTS AND RISKS

TRUST MANAGEMENT ORGANIZATIONS
Trustees
Investment Adviser
Portfolio Manager
Year 2000 Compliance

FINANCIAL HIGHLIGHTS

SHAREHOLDER INFORMATION



                              THE TRUST

SteinRoe Variable Investment Trust (Trust) includes five separate 
mutual funds (Funds), each with its own investment goal and 
strategies.  This Prospectus contains information about Stein Roe 
Money Market Fund, Variable Series.  Other Funds may be added or 
deleted from time to time.

The Trust's Funds are investment options under variable annuity 
contracts (VA contracts) and variable life insurance policies (VLI 
policies) issued by life insurance companies (Participating 
Insurance Companies).  Some (but not all) Participating Insurance 
Companies are affiliated with the investment adviser to the Funds.  
Participating Insurance Companies invest in the Funds through 
separate accounts that they set up for that purpose.  Owners of VA 
contracts and VLI policies invest in sub-accounts of those 
separate accounts through instructions they give to their 
insurance company.

The prospectuses of the Participating Insurance Companies' 
separate accounts describe which Funds are available to the 
purchasers of their own VA contracts and VLI policies.  

<PAGE>
INVESTMENT GOALS-STEIN ROE MONEY MARKET FUND, VARIABLE SERIES
- ----------------------------------------------------------------
Stein Roe Money Market Fund, Variable Series seeks high current 
income, consistent with capital preservation and the maintenance 
of liquidity.

PRIMARY INVESTMENT STRATEGIES
- ----------------------------------------------------------------
The Fund invests in a diversified portfolio of high-quality money 
market securities.  Money market funds are subject to strict rules 
that require them to buy individual securities that have remaining 
maturities of 13 months or less, maintain an average dollar 
weighted portfolio maturity of 90 days or less, and buy only high-
quality dollar-denominated obligations.  The Fund invests in the 
following types of money market securities:

* Securities issued or guaranteed by the U.S. Government or by its 
  agencies.
* Securities issued or guaranteed by the government of any foreign 
  country that have a long-term rating at time of purchase of A or 
  better (or equivalent rating) by at least one nationally 
  recognized bond rating agency.
* Certificates of deposit, bankers' acceptances, time deposits and 
  other short-term securities issued by domestic or foreign banks 
  or their subsidiaries or branches. 
* Commercial paper of domestic or foreign issuers, including 
  variable rate demand notes.
* Short-term debt securities having a long-term rating at time of 
  purchase of A or better (or equivalent rating) by at least one 
  nationally recognized bond rating agency.
* Repurchase agreements.
* Other high-quality short-term obligations.

Under normal market conditions the Fund invests at least 25 
percent of its total assets in securities of issuers in the 
financial services industry.  

PRIMARY INVESTMENT RISKS
- ----------------------------------------------------------------
The primary risks of investing in the Fund are described below.  
There are many circumstances (including additional risks that are 
not described here) which could cause you to lose money by 
investing in the Fund or prevent the Fund from achieving its 
goals.

Market risk is the risk that the price of a security held by the 
Fund will fall due to changing economic, political or market 
conditions, or due to the financial condition of the company which 
has issued the security.

The Fund has maintained its NAV at $1.00 per share since inception 
and will continue to try to do so.  There can be no assurance that 
the Fund will succeed.  

An investment in the Fund is not insured or guaranteed by the 
Federal Deposit Insurance Corporation or any other government 
agency.  Although the Fund seeks to preserve the value of your 
investment at $1.00 per share, it is possible to lose money by 
investing in the Fund.  Additionally, the Fund's yield will vary 
as the short-term securities in its portfolio mature and the 
proceeds are reinvested in securities with different interest 
rates.

Market risk includes interest rate risk, which is the risk of a 
decline or increase in the price of a money market security when 
interest rates increase or decline.  In general, if interest rates 
rise, prices fall; and if interest rates fall, prices rise.  
Interest rate risk is generally greater for securities with longer 
maturities.  In addition, the Fund is subject to credit risk.  If 
a security's credit rating is downgraded, the Fund's income level 
or share price could be reduced.  Foreign securities held by the 
Fund are also subject to the risks associated with foreign 
investments, such as economic and political developments, seizure 
or nationalization of deposits, imposition of taxes, or other 
restrictions on the payment of principal and interest.

Because of the Fund's policy of investing at least 25 percent of 
its assets in securities of issuers in the financial services 
industry, the Fund may be affected more adversely than competing 
funds by changes affecting that industry.

PERFORMANCE HISTORY
- ----------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from 
year to year by illustrating the Fund's total calendar-year 
returns.  The chart is intended to illustrate some of the risks of 
investing in the Fund by showing the changes in the Fund's 
performance.  All returns include the reinvestment of dividends 
and distributions.  As with all mutual funds, past performance 
does not predict the Fund's future performance.  Performance 
results include any expense reduction arrangements.  If these 
arrangements were not in place, then the performance results would 
have been lower.  Any reduction arrangements may be discontinued 
at any time. The Fund's performance results do not reflect the 
cost of insurance and separate account charges which are imposed 
under your VA contract or VLI policy.

Calendar-Year Total Returns

                       YEAR-BY-YEAR TOTAL RETURNS
10.00
 8.00   9.07
 6.00         7.89
 4.00               5.79                    5.62  5.01  5.18  5.17
 2.00                     3.48  2.70  3.81
 0.00
        1989  1990  1991  1992  1993  1994  1995  1996  1997  1998
[ ] Money Market Fund

Best quarter: ______
worst quarter: _____

The seven-day current yield for Money Market Fund for the period 
ended Dec. 31, 1998 was 4.72%.



                   OTHER INVESTMENTS AND RISKS

The Fund's primary investment strategies and risks are described 
above.  This section describes other investments the Fund may make 
and the risks associated with them.  In seeking to achieve its 
goal, the Fund may invest in various types of securities and 
engage in various investment techniques that are not the principal 
focus of the Fund and, therefore, are not described in this 
prospectus.  These types of securities and investment practices 
are discussed in the Fund's Statement of Additional Information 
(SAI), which you may obtain free of charge (see back cover).

The Fund's portfolio manager generally makes decisions on buying 
and selling portfolio investments based upon her judgment that the 
decision will improve the Fund's investment return and further its 
investment goal.  The portfolio manager may also be required to 
sell portfolio investments to fund redemptions.



                 TRUST MANAGEMENT ORGANIZATIONS

                         The Trustees

The business of the Trust and the Fund is supervised by the 
Trust's Board of Trustees.  The SAI contains names of and 
biographical information on the Trustees.

           The Adviser:  Stein Roe & Farnham Incorporated

Stein Roe & Farnham Incorporated, One South Wacker Drive, Chicago, 
IL 60606, manages the day-to-day operations of the Fund.  Stein 
Roe has advised and managed mutual funds since 1949.  As of 
December 31, 1998, Stein Roe managed more than $29.7 billion in 
assets.  For the 1998 fiscal year, the Trust paid Stein Roe 
management fees of 0.50 percent of the average daily net assets of 
the Fund.

Stein Roe's mutual funds and institutional investment advisory 
businesses are managed together with that of its affiliate, 
Colonial Management Associates, Inc. (CMA), by a combined 
management team of employees from both companies.  CMA also shares 
personnel, facilities, and systems with Stein Roe that may be used 
in providing administrative or operational services to the Fund.  
CMA is a registered investment adviser.  Both Stein Roe and CMA 
are subsidiaries of Liberty Financial Companies, Inc.

                         Portfolio Manager

Jane M. Naeseth has been portfolio manager of the Fund since its 
inception.  She has managed Stein Roe Cash Reserves Fund since 
1980.  Ms. Naeseth is a senior vice president of Stein Roe, which 
she joined in 1977.  

                         Year 2000 Compliance

Like other investment companies, financial and business 
organizations and individuals around the world, the Fund could be 
adversely affected if the computer systems used by Stein Roe and 
other service providers do not properly process and calculate 
date-related information and data from and after Jan. 1, 2000.  
This is commonly known as the "Year 2000 Problem."  The Fund's 
service providers are taking steps that they believe are 
reasonably designed to address the Year 2000 problem, including 
communicating with vendors who furnish services, software and 
systems to the Fund, to provide that date-related information and 
data can be properly processed after Jan. 1, 2000.  Many Fund 
service providers and vendors, including the Fund's service 
providers, are in the process of making Year 2000 modifications to 
their software and systems and believe that such modifications 
will be completed on a timely basis prior to Jan. 1, 2000.  
However, no assurances can be given that all modifications 
required to ensure proper data processing and calculation on and 
after Jan. 1, 2000, will be made on a timely basis or that 
services to the Fund will not be adversely affected.



                        FINANCIAL HIGHLIGHTS

The financial highlights tables that follow are intended to help 
you understand the Fund's financial information for the last five 
fiscal years.  The information has been audited by KPMG Peat 
Marwick LLP, whose report appears in the Trust's annual report.  
The Fund's total returns presented below do not reflect the cost 
of insurance and other company separate account charges which vary 
with the VA contracts or VLI policies.

STEIN ROE MONEY MARKET FUND, VARIABLE SERIES
<TABLE>
<CAPTION>
                                                For years ending December 31,
                                       1998      1997      1996      1995       1994
                                      ------    ------    ------    ------   ------
<S>                                   <C>       <C>       <C>       <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year    $1.000    $1.000    $1.000    $1.000   $1.000
                                      ------    ------    ------    ------   ------
Net investment income                  0.050     0.050     0.049     0.055    0.037
                                      ------    ------    ------    ------   ------
Less distributions: 
   Distributions from net investment 
  income                              (0.050)   (0.050)   (0.049)   (0.055)   (0.037)
                                      ------    ------    ------    ------   ------
Net asset value, end of year          $1.000    $1.000    $1.000    $1.000    $1.000
                                      ======    ======    ======    ======    ======
TOTAL RETURN:
Total investment return                5.17%     5.18%     5.01%     5.62%     3.81%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000s)    $101,340   $67,137   $65,461   $64,992   $78,698
Ratio of net expenses to average 
  net assets                           0.62%     0.65%     0.65%     0.65%     0.63%
Ratio of net investment income to 
  average net assets                   4.99%     5.05%     4.90%     5.48%     3.73%
</TABLE>



                      SHAREHOLDER INFORMATION

Purchases and Redemptions
The Participating Insurance Companies place daily orders to 
purchase and redeem shares of the Fund.  These orders generally 
reflect the net effect of instructions they receive from holders 
of their VA contracts and VLI policies and certain other terms of 
those contracts and policies.  The Trust issues and redeems shares 
at NAV without imposing any selling commission, sales load or 
redemption charge.  Shares generally are sold and redeemed at 
their NAV next determined after receipt of purchase or redemption 
requests from Participating Insurance Companies.  The right of 
redemption may be suspended or payment postponed whenever 
permitted by applicable law and regulations.

How the Fund's Share Price is Determined
The Fund's share price is its NAV next determined.  NAV is the 
difference between the values of the Fund's assets and liabilities 
divided by the number of shares outstanding.  We determine NAV at 
the close of regular trading on the New York Stock Exchange 
(NYSE), normally 4 p.m. New York time.  

The valuation of the Fund's securities is based on their amortized 
cost, which does not take into account unrealized gains or losses, 
in an attempt to maintain its NAV at $1.00 per share.  The extent 
of any deviation between the Fund's NAV based upon market 
quotations or equivalents and $1.00 per share based on amortized 
cost will be examined by the Board.  If such deviation were to 
exceed 1/2 of 1%, the Board would consider what action, if any, 
should be taken, including selling portfolio securities, 
increasing, reducing, or suspending distributions or redeeming 
shares in kind.  Assets and securities of the Fund for which this 
valuation method does not produce a fair value are valued at a 
fair value determined in good faith by the Board. 

The Fund's foreign securities may trade on days when the NYSE is 
closed.  We will not price shares on days that the NYSE is closed 
for trading and Participating Insurance Companies may not purchase 
or redeem shares.

Dividends and Distributions
The Fund intends to declare and distribute, as dividends or 
capital gains distributions, at least annually, substantially all 
of its net investment income and net profits realized from the 
sale of portfolio securities, if any, to its shareholders 
(Participating Insurance Companies' separate accounts).  The net 
investment income of the Fund consists of all dividends or 
interest received by the Fund, less estimated expenses (including 
the investment advisory and administrative fees).  Dividends are 
declared daily and are reinvested monthly in shares of the Fund at 
the NAV per share of $1.00.  All net short-term and long-term 
capital gains of the Fund, net of carry-forward losses, if any, 
realized during the fiscal year, are declared and distributed 
periodically, no less frequently than annually.  All dividends and 
distributions are reinvested in additional shares of the Fund at 
NAV, as of the record date for the distributions.

<PAGE>
FOR MORE INFORMATION
- ----------------------------------------------------------------

Adviser:  Stein Roe & Farnham Incorporated

You can get more information about the Fund's investments in the 
Fund's semiannual and annual reports to shareholders.  The annual 
report contains a discussion of the market conditions and 
investment strategies that significantly affected the Fund's 
performance over the last fiscal year.

You may wish to read the Fund's Statement of Additional 
Information (SAI) for more information on the Fund and the 
securities in which it invests.  The SAI is incorporated into this 
prospectus by reference, which means that it is considered to be 
part of this prospectus.

You can get free copies of the annual report and the SAI, request 
other information and discuss your questions about the Fund by 
writing:

Keyport Financial Services Corp.
125 High Street
Boston, MA  02110

or by calling or writing the Participating Insurance Company which 
issued your variable annuity contract or variable life insurance 
policy.

Text-only versions of all Fund documents can be viewed online or 
downloaded from the SEC at www.sec.gov.  

You can review and copy information about the Fund by visiting the 
following location, and you can obtain copies upon payment of a 
duplicating fee, by writing or calling the:

Public Reference Room 
Securities and Exchange Commission
Washington, DC  20549-6009
1-800-SEC-0330


Investment Company Act file number:  811-05199

<PAGE>

               STEINROE VARIABLE INVESTMENT TRUST

                     Federal Reserve Plaza
         600 Atlantic Avenue, Boston, Massachusetts 02210

              STATEMENT OF ADDITIONAL INFORMATION
   
                      Dated May 1, 1999


     This Statement of Additional Information (SAI) is not a 
prospectus, but provides additional information which should be 
read in conjunction with the Trust's Prospectus dated May 1, 1999 
and any supplement thereto.  Financial statements, which are 
contained in the Funds' Annual Report, are incorporated by 
reference into this SAI.  The Prospectus and Annual Report may be 
obtained at no charge by calling Keyport Financial Services Corp. 
at (800) 437-4466, or by contacting the applicable Participating 
Insurance Company, or the broker-dealers offering certain variable 
annuity contracts or variable life insurance policies issued by 
the Participating Insurance Company.
    


                    TABLE OF CONTENTS

                                                      Page
   
General Information and History.........................2
Mixed and Shared Funding................................3
Investment Restrictions.................................4
Portfolio Turnover......................................7
Purchases And Redemptions...............................8
Trustees and Officers...................................8
Management Arrangements................................12
Trust Charges and Expenses.............................13
Custodian..............................................14
Portfolio Transactions.................................14
Net Asset Value........................................18
Taxes..................................................19
Investment Performance.................................20
Record Shareholders....................................22
Independent Auditors and Financial Statements..........22
Appendix A - Investment Techniques and Securities......24
    


<PAGE>
   
                  GENERAL INFORMATION AND HISTORY
    

     The SteinRoe Variable Investment Trust (the Trust) commenced 
operations on Jan. 1, 1989.  The Trust is an open-end, diversified 
management investment company currently consisting of five Funds 
with differing investment objectives, policies and restrictions.  
Currently, the Trust consists of Stein Roe Special Venture Fund, 
Variable Series (Special Venture Fund), Stein Roe Growth Stock 
Fund, Variable Series (Growth Stock Fund), Stein Roe Balanced 
Fund, Variable Series (Balanced Fund), Stein Roe Mortgage 
Securities Fund, Variable Series (Mortgage Securities Fund) and 
Stein Roe Money Market Fund, Variable Series (Money Market Fund) 
(individually referred to as a Fund, or by the defined name 
indicated, or collectively as the Funds).  Prior to Nov. 15, 1997, 
Stein Roe Special Venture Fund was named Capital Appreciation 
Fund, Growth Stock Fund was named Managed Growth Stock Fund, 
Balanced Fund was named Managed Assets Fund, Mortgage Securities 
Fund was named Mortgage Securities Income Fund, and Money Market 
Fund was named Cash Income Fund.  

     The Trust issues shares of beneficial interest in each Fund 
that represent interests in a separate portfolio of securities and 
other assets.  The Trust may add or delete Funds from time to 
time.  The Trust is the funding vehicle for variable annuity 
contracts (VA contracts) and variable life insurance policies (VLI 
policies) offered by the separate accounts of life insurance 
companies (Participating Insurance Companies). 

   
     The Trust was organized under an Agreement and Declaration of 
Trust (Declaration of Trust) as a Massachusetts business trust on 
June 9, 1987.  The Declaration of Trust may be amended by a vote 
of either the Trust's shareholders or the Board.  The Trust is 
authorized to issue an unlimited number of shares of beneficial 
interest without par value, in one or more series as the Board may 
authorize.  Each Fund is a separate series of the Trust.

     Each share of a Fund is entitled to participate pro rata in 
any dividends and other distributions declared by the Board with 
respect to that Fund, and all shares of a Fund have equal rights 
in the event of liquidation of that Fund.

     Shareholders of a Fund are entitled to one vote for each 
share of that Fund held on any matter presented to shareholders.  
Shares of the Funds will vote separately as individual series when 
required by the 1940 Act or other applicable law or when the Board 
determines that the matter affects only the interests of one or 
more Funds, such as, for example, a proposal to approve an 
amendment to that Fund's Advisory Agreement, but shares of all the 
Funds vote together, to the extent required by the 1940 Act, in 
the election or selection of Trustees and independent accountants.

     The shares do not have cumulative voting rights, which means 
that the holders of more than 50% of the shares of the Funds 
voting for the election of Trustees can elect all of the Trustees, 
and, in such event, the holders of the remaining shares will not 
be able to elect any Trustees.

     The Funds are not required by law to hold regular annual 
meetings of their shareholders and do not intend to do so.  
However, special meetings may be called for purposes such as 
electing or removing Trustees or changing fundamental policies.

     The Trust is required to hold a shareholders' meeting to 
elect Trustees to fill vacancies in the event that less than a 
majority of Trustees were elected by shareholders.  Trustees may 
also be removed by the vote of two-thirds of the outstanding 
shares at a meeting called at the request of shareholders whose 
interests represent 10% or more of the outstanding shares.

     Under Massachusetts law, shareholders of a business trust 
may, under certain circumstances, be held personally liable for 
the obligations of the Trust.  However, the Trust's Declaration of 
Trust disclaims liability of the shareholders, the Trustees, or 
officers of the Trust for acts or obligations of the Trust, which 
are binding only on the assets and property of the Trust (or the 
applicable Fund thereof) and requires that notice of such 
disclaimer be given in each agreement, obligation, or contract 
entered into or executed by the Trust or the Board.  The 
Declaration of Trust provides for indemnification out of the 
Trust's assets (or the applicable Fund) for all losses and 
expenses of any shareholder held personally liable for the 
obligations of the Trust.  Thus, the risk of a shareholder 
incurring financial loss on account of shareholder liability is 
believed to be remote because it is limited to circumstances in 
which the disclaimer is inoperative and the Trust itself is unable 
to meet its obligations.  The risk to any one Fund of sustaining a 
loss on account of liabilities incurred by another Fund also is 
believed to be remote.
    

                      MIXED AND SHARED FUNDING

   
     As described above, the Trust serves as a funding medium for 
VA contracts and VLI policies of Participating Insurance 
Companies, so-called mixed and shared funding.  As of the date of 
this SAI, the Participating Insurance Companies are Keyport Life 
Insurance Company (Keyport), Independence Life & Annuity Company 
(a wholly owned subsidiary of Keyport) (Independence), American 
Benefit Life Insurance Company (also a wholly owned subsidiary of 
Keyport) (American Benefit), Liberty Life Assurance Company of 
Boston (an affiliate of Liberty Mutual Insurance Company) (Liberty 
Life), and, with respect to Special Venture Fund, Transamerica 
Occidental Life Insurance Company, First Transamerica Life 
Insurance Company, Great-West Life & Annuity Insurance Company and 
Providian Life and Health Insurance Company.  Keyport is an 
indirect wholly owned subsidiary of Liberty Financial Companies, 
Inc. (LFC).  As of March 31, 1999, approximately ___% of the 
combined voting power of LFC's outstanding voting stock was held 
by Liberty Mutual Insurance Company (Liberty Mutual).  One or more 
of the Funds may from time to time become funding vehicles for VA 
contracts or VLI policies of other Participation Insurance 
Companies, including other entities not affiliated with Keyport, 
LFC or Liberty Mutual.
    

     The interests of owners of VA contracts and VLI policies 
could diverge based on differences in state regulatory 
requirements, changes in the tax laws or other unanticipated 
developments.  The Trust does not foresee any such differences or 
disadvantages at this time.  However, the Trustees will monitor 
for such developments to identify any material irreconcilable 
conflicts and to determine what action, if any, should be taken in 
response to such conflicts.  If such a conflict were to occur, one 
or more separate accounts might be required to withdraw its 
investments in one or more Funds or shares of another Fund may be 
substituted.  This might force a Fund to sell securities at 
disadvantageous prices.

                     INVESTMENT RESTRICTIONS

     Each Fund operates under the investment restrictions listed 
below.  Restrictions numbered (i) through (viii) are fundamental 
policies which may not be changed for a Fund without approval of a 
majority of the outstanding voting shares of a Fund, defined as 
the lesser of the vote of (a) 67% of the shares of a Fund at a 
meeting where more than 50% of the outstanding shares are present 
in person or by proxy or (b) more than 50% of the outstanding 
shares of a Fund.  Other restrictions are not fundamental policies 
and may be changed with respect to a Fund by the Trustees without 
shareholder approval.

     The following investment restrictions apply to each Fund 
except as otherwise indicated.  A Fund may not:

(i)   with respect to 75% of the value of the total assets of a 
      Fund, invest more than 5% of the value of its total assets, 
      taken at market value at the time of a particular purchase, 
      in the securities of any one issuer, except (a) securities 
      issued or guaranteed by the U.S. government or its agencies 
      or instrumentalities, and (b) [with respect to Money Market 
      Fund only] certificates of deposit, bankers' acceptances and 
      repurchase agreements;

(ii)  purchase securities of any one issuer if more than 10% of 
      the outstanding voting securities of such issuer would at 
      the time be held by the Fund;

(iii) act as an underwriter of securities, except insofar as it 
      may be deemed an underwriter for purposes of  the Securities 
      Act of 1933 on disposition of securities acquired subject to 
      legal or contractual restrictions on resale;

(iv)  invest in a security if more than 25% of its total assets 
      (taken at market value at the time of a particular purchase) 
      would be invested in the securities of issuers in any 
      particular industry, except that this restriction does not 
      apply to: (i) securities issued or guaranteed by the U.S.  
      Government or its agencies or instrumentalities, (ii) [with 
      respect to Money Market Fund only] certificates of deposit 
      and bankers' acceptances and repurchase agreements or (iii) 
      [as to Money Market Fund only] securities of issuers in the 
      financial services industry;

(v)   purchase or sell real estate (although it may  purchase 
      securities secured by real estate or interests therein, and 
      securities issued by companies which invest in real estate 
      or interests therein), commodities or commodity contracts 
      (except that it may enter into (a) futures and options on 
      futures and (b) forward contracts);

(vi)  purchase securities on margin (except for use of short-term 
      credits as are necessary for the clearance of transactions), 
      make short sales of securities, or participate on a joint or 
      a joint and several basis in any trading account in 
      securities (except in connection with transactions in 
      options, futures, and options on futures);

(vii) make loans, but this restriction shall not prevent a Fund 
      from (a) buying a part of an issue of bonds, debentures, or 
      other obligations which are publicly distributed, or from 
      investing up to an aggregate of 15% of its total assets 
      (taken at market value at the time of each purchase) in 
      parts of issues of bonds, debentures or other obligations of 
      a type privately placed with financial institutions, (b) 
      investing in repurchase agreements, or (c) lending portfolio 
      securities, provided that it may not lend securities if, as 
      a result, the aggregate value of all securities loaned would 
      exceed 15% of its total assets (taken at market value at the 
      time of such loan); or

(viii) borrow, except that it may (a) borrow up to 33 1/3% of its 
      total assets from banks, taken at market value at the time 
      of such borrowing, as a temporary measure for extraordinary 
      or emergency purposes, but not to increase portfolio income 
      (the total of reverse repurchase agreements and such 
      borrowings will not exceed 33 1/3% of its total assets, and 
      the Fund will not purchase additional securities when its 
      borrowings, less proceeds receivable from sales of portfolio 
      securities, exceed 5% of its total assets) and (b) enter 
      into transactions in options, futures, and options on 
      futures. 

     Each Fund is also subject to the following restrictions and 
policies, which are not fundamental and may be changed by the 
Trustees without shareholder approval.  A Fund may not:

(a) invest in companies for the purpose of exercising control or 
    management;

(b) purchase more than 3% of the stock of another investment 
    company; or purchase stock of other investment companies equal 
    to more than 5% of the Fund's total assets (valued at time of 
    purchase) in the case of any one other investment company and 
    10% of such assets (valued at the time of purchase) in the 
    case of all other investment companies in the aggregate; any 
    such purchases are to be made in the open market where no 
    profit to a sponsor or dealer results from the purchase, other 
    than the customary broker's commission, except for securities 
    acquired as part of a merger, consolidation or acquisition of 
    assets;

(c) mortgage, pledge, hypothecate or in any manner transfer, as 
    security for indebtedness, any securities owned or held by it, 
    except as may be necessary in connection with (i) permitted 
    borrowings and (ii) options, futures and options on futures;

(d) issue senior securities, except to the extent permitted by the 
    Investment Company Act of 1940 (including permitted 
    borrowings);

(e) purchase portfolio securities for the Fund from, or sell 
    portfolio securities to, any of the officers and directors or 
    Trustees of the Trust or of its investment adviser;

(f) invest more than 5% of its net assets (valued at time of 
    purchase) in warrants, nor more than 2% of its net assets in 
    warrants that are not listed on the New York or American Stock 
    Exchanges;

(g) write an option on a security unless the option is issued by 
    the Options Clearing Corporation, an exchange or similar 
    entity;

(h) buy or sell an option on a security, a futures contract or an 
    option on a futures contract unless the option, the futures 
    contract or the option on the futures contract is offered 
    through the facilities of a recognized securities association 
    or listed on a recognized exchange or similar entity;

(i) purchase a put or call option if the aggregate premiums paid 
    for all put and call options exceed 20% of its net assets 
    (less the amount by  which any such positions are in-the-
    money), excluding put and call options purchased as closing 
    transactions; or

(j) invest more than 15% [except as to Money Market Fund, 10%] of 
    the Fund's net assets (taken at market value at the time of 
    each purchase) in illiquid securities including repurchase 
    agreements maturing in more than seven days.

     Further, as to Money Market Fund with respect to 100% of its 
assets, SEC rules prohibit the Fund from investing more than 5% of 
its assets, taken at market value at the time of purchase, in the 
securities of any one issuer;  provided that (i) the Fund may 
invest more than 5% of its assets in securities issued or 
guaranteed by the U.S. Government or its agencies or 
instrumentalities and (ii) the Fund may invest more than 5% of its 
assets for a period of up to three business days after the 
purchase thereof (but not more than 25% of its assets) in the 
securities of any one first-tier issuer (as determined by 
Securities and Exchange Commission rules);  provided, further, 
that the Fund may not make more than one investment in accordance 
with this exception at any one time.

     Under normal market conditions, Money Market Fund will invest 
at least 25% of its assets in securities of issuers in the 
financial services industry.  This policy may cause the Fund to be 
more adversely affected by changes in market or economic 
conditions and other circumstances affecting the financial 
services industry.  The financial services industry includes 
issuers that, according to the Directory of Companies Required to 
File Annual Reports with the Securities and Exchange Commission 
(the Commission), are in the following categories:  state banks; 
national banks; savings and loan holding companies; personal 
credit institutions; business credit institutions; mortgage-backed 
securities; finance-services; security and commodity brokers, 
dealers and services; life, accident and health insurance 
carriers; fire, marine, casualty and surety insurance carriers; 
insurance agents, brokers and services.

Additional Voluntary Restrictions Pertaining to Special Venture 
Fund

     Special Venture Fund also is subject to the following 
additional restrictions and policies under certain applicable 
insurance laws pertaining to variable annuity contract separate 
accounts.  These policies and restrictions are not fundamental and 
may be changed by the Trustees without shareholder approval:

     The borrowing limits for the Fund are (1) 10% of net asset 
value when borrowing for any general purpose and (2) 25% of net 
asset value when borrowing as a temporary measure to facilitate 
redemptions.  For this purpose, net asset value is the market 
value of all investments or assets owned less outstanding 
liabilities of the Fund at the time that any new or additional 
borrowing is undertaken.

     The Fund also will be subject to the following 
diversification guidelines pertaining to investments in foreign 
securities:

1. The Fund will be invested in a minimum of five different 
foreign countries at all times when it holds investments in 
foreign securities.  However, this minimum is reduced to four when 
foreign country investments comprise less than 80% of the Fund's 
net asset value; to three when less than 60% of such value; to two 
when less than 40%, and to one when less than 20%.

2. Except as set forth in item 3 below, the Fund will have no more 
than 20% of its net asset value invested in securities of issuers 
located in any one foreign country.

3. The Fund may have an additional 15% of its value invested in 
securities of issuers located in any one of the following 
countries: Australia, Canada, France, Japan, the United Kingdom or 
Germany.

     If a percentage limit with respect to any of the foregoing 
fundamental and non-fundamental policies is satisfied at the time 
of investment or borrowing, a later increase or decrease in a 
Fund's assets will not constitute a violation of the limit.

                       PORTFOLIO TURNOVER

   
     The portfolio turnover of each Fund will vary from year to 
year.  Although no Fund will trade in securities for short-term 
profits, when circumstances warrant securities may be sold without 
regard to the length of time held.  Portfolio turnover for each 
Fund (other than Money Market Fund) is shown under "FINANCIAL 
HIGHLIGHTS" in the Prospectus.  See "OTHER INVESTMENTS AND RISKS" 
in the Prospectus for a discussion of certain factors which may 
produce relatively high turnover in certain of the Funds.  
    

     A 100% turnover rate would occur if all of the securities in 
the portfolio were sold and either repurchased or replaced within 
one year.  The Funds pay brokerage commissions in connection with 
options and futures transactions and effecting closing purchase or 
sale transactions, as well as for the purchases and sales of other 
portfolio securities other than fixed income securities. If a Fund 
writes a substantial number of call or put options (on securities 
or indexes) or engages in the use of futures contracts or options 
on futures contracts (all referred to as "Collateralized 
Transactions), and the market prices of the securities underlying 
the Collateralized Transactions move inversely to the 
Collateralized Transaction, there may be a very substantial 
turnover of the portfolios.

                   PURCHASES AND REDEMPTIONS

   
     Purchases and redemptions are discussed in the Prospectus 
under the heading "SHAREHOLDER INFORMATION."
    

     Each Fund's net asset value is determined on days on which 
the New York Stock Exchange (NYSE) is open for trading. The NYSE 
is regularly closed on Saturdays and Sundays and on New Year's 
Day, the third Monday in January, the third Monday in February, 
Good Friday, the last Monday in May, Independence Day, Labor Day, 
Thanksgiving and Christmas.  If one of these holidays falls on a 
Saturday or Sunday, the NYSE will be closed on the preceding 
Friday or the following Monday, respectively.  Net asset value 
will not be determined on days when the NYSE is closed unless, in 
the judgment of the Trustees, the net asset value of a Fund should 
be determined on any such day, in which case the determination 
will be made at 4:00 p.m., Eastern time.

     The Trust reserves the right to suspend or postpone 
redemptions of shares of any Fund during any period when:  (a) 
trading on the NYSE is restricted, as determined by the 
Commission, or the NYSE is closed for other than customary weekend 
and holiday closing; (b) the Commission has by order permitted 
such suspension; or (c) an emergency, as determined by the 
Commission, exists, making disposal of portfolio securities or the 
valuation of net assets of such Fund not reasonably practicable.

                        TRUSTEES AND OFFICERS

   
     The Board of Trustees of the Trust has overall management 
responsibility for the Trust and the Funds.  The following table 
sets forth certain information with respect to the Trustees and 
officers of the Trust:

<TABLE>
<CAPTION>
                           Position(s) held          Principal occupation(s)
Name                       with the Trust            during past five years
- ------------------         ------------------------  -----------------------------------
<S>                        <C>                       <C>
William D. Andrews, 51     Executive Vice-President  Executive vice president of Stein Roe & Farnham 
                                                     Incorporated (Stein Roe)

Gary A. Anetsberger, 43    Senior Vice-President;    Chief financial officer and chief administrative 
                           Controller                officer of the Mutual Funds division of Stein 
                                                     Roe; senior vice president of Stein Roe since 
                                                     April 1996; vice president of Stein Roe prior thereto

John A. Bacon Jr., 71 (3)  Trustee                   Private investor

William W. Boyd, 72 (2)(3) Trustee                   Chairman and director of Sterling Plumbing 
                                                     (manufacturer of plumbing products) 

Thomas W. Butch, 42        Trustee; President        President of the Mutual Funds division of Stein 
                                                     Roe since March 1998; senior vice president of 
                                                     Stein Roe from Sept. 1994 to March 1998; first 
                                                     vice president, corporate communications, of 
                                                     Mellon Bank Corporation prior thereto

Kevin M. Carome, 43        Vice-President;           Senior vice president, legal, COGRA LLC (an affiliate 
                           Assistant Secretary       of Stein Roe) since Jan. 1999; general counsel 
                                                     and secretary of Stein Roe since Jan. 1998; 
                                                     associate general counsel and vice president 
                                                     of Liberty Financial Companies, Inc. (the indirect 
                                                     parent of Stein Roe) through Jan. 1999

J. Kevin Connaughton, 34   Vice-President            Vice president of Colonial Management Associates, Inc. 
                                                     (CMA) , since Feb. 1998; senior tax manager, Coopers & 
                                                     Lybrand, LLP from April, 1996 to Jan. 1998; vice 
                                                     president, 440 Financial Group/First Data Investor 
                                                     Services Group from March1994 to April 1996

Lindsay Cook, 47 (1)(2)    Trustee                   Executive vice president of Liberty Financial 
                                                     Companies, Inc. (the indirect parent of Stein Roe) 
                                                     since March 1997; senior vice president prior thereto

William M. Garrison, 33    Vice-President            Vice president of Stein Roe since Feb. 1998; associate 
                                                     portfolio manager for Stein Roe from August 1994 to 
                                                     Feb. 1998

Erik P. Gustafson, 35      Vice-President            Senior portfolio manager of Stein Roe; senior vice 
                                                     president of Stein Roe since April 1996; vice 
                                                     president of Stein Roe from May 1994 to April 1996; 
                                                     associate of Stein Roe prior thereto

Douglas A. Hacker, 43 (3)  Trustee                   Senior vice president and chief financial officer of 
                                                     UAL, Inc. (airline) since July 1994; senior vice 
                                                     president, finance of UAL, Inc. prior thereto

Loren A. Hansen, 51        Executive Vice-President  Chief investment officer/equity of CMA since 1997; 
                                                     executive vice president of Stein Roe since Dec. 1995; 
                                                     vice president of The Northern Trust (bank) prior 
                                                     thereto

Harvey B. Hirschhorn, 49   Vice-President            Executive vice president, senior portfolio manager, 
                                                     and chief economist and investment strategist of Stein 
                                                     Roe; director of research of Stein Roe, 1991 to 1995

Timothy J. Jacoby, 46      Vice-President            Fund treasurer for The Colonial Group since Sept. 
                                                     1996; chief financial officer for Fidelity Investments 
                                                     since August 1997; senior vice president of Fidelity 
                                                     Investments from Sept. 1993 to Sept. 1996

Janet Langford Kelly, 41   Trustee                   Senior vice president, secretary and general counsel 
   (3)                                               of Sara Lee Corporation (branded, packaged, consumer-
                                                     products manufacturer) since 1995; partner of Sidley & 
                                                     Austin (law firm) prior thereto

Gail D. Knudsen, 36        Vice-President            Vice president and assistant controller of CMA

Jane M. Naeseth, 49        Vice-President            Senior vice president of Stein Roe

Charles R. Nelson, 56 (3)  Trustee                   Van Voorhis Professor of Political Economy, Department 
                                                     of Economics of the University of Washington

Nicolette D. Parrish, 49   Vice-President;           Senior legal assistant and assistant secretary of 
                           Assistant Secretary       Stein Roe

Janet B. Rysz, 43          Assistant Secretary       Senior legal assistant and assistant secretary of 
                                                     Stein Roe

Steven M. Salopek, 35      Vice-President            Vice president of Stein Roe since Feb. 1998; analyst 
                                                     for Stein Roe from June 1996 to Feb. 1998; analyst for 
                                                     Banc One Investment Advisors from Nov. 1990 to May 
                                                     1996

Thomas C. Theobald, 61 (3) Trustee                   Managing director, William Blair Capital Partners 
                                                     (private equity fund) since 1994; chief executive 
                                                     officer and chairman of the Board of Directors of 
                                                     Continental Bank Corporation, 1987-1994

Sharlene Thomas, __        Vice-President            Employee of Stein Roe

Scott E. Volk, 27          Treasurer                 Financial reporting manager for Stein Roe 's Mutual 
                                                     Funds division since Oct. 1997; senior auditor with 
                                                     Ernst & Young LLP from Sept. 1993 to April 1996 and 
                                                     from Oct. 1996 to Sept. 1997; financial analyst with 
                                                     John Nuveen & Company Inc. from May 1996 to Sept. 1996

William M. Wadden IV, 41   Vice-President            Vice president of Stein Roe since 6/95; executive vice 
                                                     president of CSI Asset Management, Inc. prior thereto

Heidi J. Walter, 31        Vice-President; Secretary Vice president of Stein Roe since March 1998; senior 
                                                     legal counsel for Stein Roe since Feb. 1998; legal 
                                                     counsel for Stein Roe March 1995 to Jan. 1998; 
                                                     associate with Beeler Schad & Diamond, PC (law firm) 
                                                     prior thereto
<FN>
_________________________
(1) Trustee who is an "interested person" of the Trust and of 
    Stein Roe, as defined in the Investment Company Act of 1940.
(2) Member of the Executive Committee of the Board of Trustees, 
    which is authorized to exercise all powers of the Board with 
    certain statutory exceptions.
(3) Member of the Audit Committee of the Board, which makes 
    recommendations to the Board regarding the selection of 
    auditors and confers with the auditors regarding the scope and 
    results of the audit.
</TABLE>

     Certain Trustees and officers of the Trust also hold 
positions with Stein Roe & Farnham Incorporated, LFC and/or their 
affiliates.  Certain of the trustees and officers of the Trust are 
trustees or officers of other investment companies managed by 
Stein Roe.  The address of Mr. Bacon is 4N640 Honey Hill Road, Box 
296, Wayne, IL 60184; that of Mr. Boyd is 2900 Golf Road, Rolling 
Meadows, IL 60008; that of Mr. Cook is 600 Atlantic Avenue, 
Boston, MA 02210; that of Mr. Hacker is P.O. Box 66100, Chicago, 
IL 60666; that of Ms. Kelly is Three First National Plaza, 
Chicago, IL 60602; that of Mr. Nelson is Department of Economics, 
University of Washington, Seattle, WA 98195; that of Mr. Theobald 
is Suite 3300, 222 West Adams Street, Chicago, IL 60606; that of 
Mr. Cantor is 1330 Avenue of the Americas, New York, NY 10019; 
that of Ms. Knudsen and Messrs. Connaughton and Jacoby is One 
Financial Center, Boston, MA 02111; and that of the other officers 
is One South Wacker Drive, Chicago, IL 60606.
    

Compensation of Trustees

   
     The table set forth below presents certain information 
regarding the fees paid to the Trustees for their services in such 
capacity and total fees paid to them by all other investment 
companies affiliated with the Trust.  The Trustees are paid an 
annual retainer plus an attendance fee for each meeting of the 
Board or standing committee thereof attended.  Trustees do not 
receive any pension or retirement benefits from the Trust.  No 
officers of the Trust or other individuals who are affiliated with 
the Trust receive any compensation from the Trust for services 
provided to it. 

                                          Compensation from the 
                                          Stein Roe Fund Complex*
                                          -----------------------
                  Aggregate Compensation     Total       Average
Name of Trustee       from the Trust      Compensation  Per Series
- ------------------- --------------------  ------------  ----------
Thomas W. Butch (1)            -0-           -0-           -0-
Richard R. Christensen (2)     -0-           -0-           -0-
Lindsay Cook (1)               -0-           -0-           -0-
John A. Bacon Jr.
William W. Boyd (1)
Douglas A. Hacker (1)
Janet Langford Kelly (1)
Salvatore Macera (2)
Charles R. Nelson (1)
Thomas E. Stitzel (2)
Thomas C. Theobald (1)
_______________
(1) Elected a trustee of the Trust on Oct. 30, 1998.
(2) Served as a trustee of the Trust until Oct. 30, 1998.
(3) At Dec. 31, 1998, the Stein Roe Fund Complex consisted of five 
    series of the Trust, 11 series of Stein Roe Investment Trust, 
    six series of Stein Roe Advisor Trust, four series of Stein 
    Roe Income Trust, four series of Stein Roe Municipal Trust, 
    one series of Stein Roe Trust, 13 portfolios of SR&F Base 
    Trust, Stein Roe Floating Rate Income Fund, Stein Roe 
    Institutional Floating Rate Income Fund, and Stein Roe 
    Floating Rate Limited Liability Company.  For Messrs. Bacon, 
    Macera and Stitzel, this also includes trustee fees paid by 
    Liberty Variable Investment Trust.
    

                     MANAGEMENT ARRANGEMENTS

   
     As described in the Prospectus, the portfolio of each Fund is 
managed by Stein Roe & Farnham Incorporated (Stein Roe).  Each 
Fund has its own Advisory Agreement with Stein Roe.  Stein Roe is 
a wholly owned direct subsidiary of SteinRoe Services Inc., which 
in turn is a wholly owned direct subsidiary of LFC.  LFC, in turn, 
is a majority owned indirect subsidiary of Liberty Mutual.

     The directors of Stein Roe are Kenneth R. Leibler, C. Allen 
Merritt, Jr., Hans P. Ziegler and Thomas W. Butch.  Mr. Leibler is 
President and Chief Executive Officer of LFC;  Mr. Merritt is 
Chief Operating Officer of LFC; Mr. Ziegler is Chief Executive 
Officer of Stein Roe; and Mr. Butch is President of Stein Roe's 
Mutual Funds division.  The business address of Messrs. Leibler 
and Merritt is Federal Reserve Plaza, 600 Atlantic Avenue, Boston, 
Massachusetts 02210; that of Messrs. Ziegler and Butch is One 
South Wacker Drive, Chicago, Illinois 60606.

     Stein Roe, at its own expense, provides office space, 
facilities and supplies, equipment and personnel for the 
performance of its functions under each Fund's Advisory Agreement 
and pays all compensation of the Trustees, officers and employees 
who are employees of Stein Roe.

     Each Fund's Advisory Agreement provides that neither Stein 
Roe nor any of its directors, officers, stockholders (or partners 
of stockholders), agents, or employees shall have any liability to 
the Trust or any shareholder of the Fund for any error or 
judgment, mistake of law or any loss arising out of any 
investment, or for any other act or omission in the performance by 
Stein Roe of its duties under the Advisory Agreement, except for 
liability resulting from willful misfeasance, bad faith or gross 
negligence on the part of Stein Roe in the performance of its 
duties or from reckless disregard by Stein Roe of its obligations 
and duties under the Advisory Agreement.

     Under an Administration Agreement with the Trust, Stein Roe 
provides each Fund with administrative services, excluding 
investment advisory services.  Specifically, Stein Roe is 
responsible for preparing financial statements, providing office 
space and equipment in connection with the maintenance of the 
headquarters of the Trust, preparing and filing required reports 
and tax returns, arrangements for meetings, maintenance of the 
Trust's corporate books and records, communication with 
shareholders, providing internal legal services and oversight of 
custodial, accounting and other services provided to the Funds by 
others.  The Administration Agreement provides that Stein Roe may, 
in its discretion, arrange for administrative services to be 
provided to the Trust by LFC or any of LFC's majority or greater 
owned subsidiaries.

     Under separate agreements, Stein Roe also acts as the agent 
of the Funds for the transfer of shares, disbursement of dividends 
and maintenance of shareholder account records, and provides 
certain pricing and other recordkeeping services to the Funds.  
The Trust believes that the charges by the Administrator to the 
Trust for these services are comparable to those of other 
companies performing similar services.
    

                    TRUST CHARGES AND EXPENSES

MANAGEMENT FEES:

   
     Each Fund pays Stein Roe an annual advisory fee based on the 
following schedule.  Fees are computed and accrued daily and paid 
monthly.  During each year in the three-year period ended Dec. 31, 
1998, pursuant to the Advisory Agreements, each Fund paid Stein 
Roe management fees as follows:

                     Annual Fee 
                     Rate (as a 
                     percent of 
                     average net 
                       assets)    1998      1997        1996
                     -----------  ----   ----------  ----------
Special Venture Fund     0.50%           $1,001,641  $  850,612
Growth Stock Fund        0.50               959,376     743,602
Balanced Fund            0.45             1,147,148   1,293,967
Mortgage Securities Fund 0.40               296,763     334,914
Money Market Fund        0.35               273,501     229,758
    

ADMINISTRATIVE EXPENSES:

   
     Each Fund pays Stein Roe an annual administrative fee.  Fees 
are computed and accrued daily and paid monthly at an annual rate 
of 0.15% of average net assets.  During each year in the three-
year period ended Dec. 31, 1998, pursuant to the Administration 
Agreement, each Fund paid Stein Roe or an affiliate thereof 
administrative fees as follows:

                               1998     1997       1996
                              ------  --------   ---------
Special Venture Fund                  $300,492   $255,184
Growth Stock Fund                      287,813    223,081
Balanced Fund                          472,383    431,322
Mortgage Securities Fund               111,286    125,593
Money Market Fund                      101,786     98,468

ACCOUNTING AND BOOKKEEPING EXPENSES:

     The Trust pays Stein Roe an additional fee for accounting and 
bookkeeping services in the annual amount of $25,000 plus .0025% 
of average daily net assets in excess of $50 million.  For the 
years 1998, 1997 and 1996, the Trust paid Stein Roe fees of $____, 
$____ and $_____, respectively, for these services.
    

     In addition, during each such year each Fund paid Stein Roe 
or an affiliate thereof $7,500 for transfer agent services.  

EXPENSE LIMITATION:

   
     Stein Roe has agreed to reimburse all expenses of the Funds 
as follows through April 30, 2000:
    

     Fund                       Expenses Exceeding
     ------------------------   ---------------------------
     Special Venture Fund       0.80% of average net assets
     Growth Stock Fund          0.80% of average net assets
     Balanced Fund              0.75% of average net assets
     Mortgage Securities Fund   0.70% of average net assets
     Money Market Fund          0.65% of average net assets

                            CUSTODIAN

     State Street Bank and Trust Company (the Bank), 225 Franklin 
Street, Boston, Massachusetts 02110, is the custodian for the 
Trust.  It is responsible for holding all securities and cash of 
each Fund, receiving and paying for securities purchased, 
delivering against payment securities sold, receiving and 
collecting income from investments, making all payments covering 
expenses of the Trust, and performing other administrative duties, 
all as directed by authorized persons.  The Bank does not exercise 
any supervisory function in such matters as purchase and sale of 
portfolio securities, payment of dividends or payment of expenses 
of the Funds.  Portfolio securities purchased in the U.S. are 
maintained in the custody of the Bank or other domestic banks or 
depositories.  Portfolio securities purchased outside of the U.S. 
are maintained in the custody of foreign banks and trust companies 
who are members of the Bank's Global Custody Network and foreign 
depositories (foreign sub-custodians).

     With respect to foreign sub-custodians, there can be no 
assurance that a Fund, and the value of its shares, will not be 
adversely affected by acts of foreign governments, financial or 
operational difficulties of the foreign sub-custodians, 
difficulties and costs of obtaining jurisdiction over, or 
enforcing judgments against, the foreign sub-custodians or 
application of foreign law to a Fund's foreign subcustodial 
arrangements.  Accordingly, an investor should recognize that the 
noninvestment risks involved in holding assets abroad are greater 
than those associated with investing in the U.S.

     The Funds may invest in obligations of the Bank and may 
purchase or sell securities from or to the Bank.

                   PORTFOLIO TRANSACTIONS

   
     Stein Roe places the orders for the purchase and sale of 
portfolio securities and options and futures contracts on behalf 
of each Fund. Stein Roe's overriding objective in selecting 
brokers and dealers to effect portfolio transactions is to seek 
the best combination of net price and execution.  The best net 
price, giving effect to brokerage commissions, if any, is an 
important factor in this decision; however, a number of other 
judgmental factors may also enter into the decision.  These 
factors include Stein Roe's knowledge of negotiated commission 
rates currently available and other current transaction costs; the 
nature of the security being purchased or sold; the size of the 
transaction; the desired timing of the transaction; the activity 
existing and expected in the market for the particular security; 
confidentiality; the execution, clearance and settlement 
capabilities of the broker or dealer selected and others 
considered; Stein Roe's knowledge of the financial condition of 
the broker or dealer selected and such other brokers and dealers; 
and Stein Roe's knowledge of actual or apparent operation problems 
of any broker or dealer.  Recognizing the value of these factors, 
Stein Roe may cause a client to pay a brokerage commission in 
excess of that which another broker may have charged for effecting 
the same transaction.  

     Stein Roe has established internal policies for the guidance 
of its trading personnel, specifying minimum and maximum 
commissions to be paid for various types and sizes of transactions 
and effected for clients in those cases where Stein Roe has 
discretion to select the broker or dealer by which the transaction 
is to be executed.  Transactions which vary from the guidelines 
are subject to periodic supervisory review.  These guidelines are 
reviewed and periodically adjusted, and the general level of 
brokerage commissions paid is periodically reviewed by Stein Roe.  
Evaluations of the reasonableness of brokerage commissions, based 
on the factors described in the preceding paragraph, are made by 
Stein Roe's trading personnel while effecting portfolio 
transactions.  The general level of brokerage commissions paid is 
reviewed by Stein Roe, and reports are made annually to the Board 
of Trustees.

     Where more than one broker or dealer is believed to be 
capable of providing a combination of best net price and execution 
with respect to a particular portfolio transaction, Stein Roe 
often selects a broker or dealer that has furnished it with 
investment research products or services such as: economic, 
industry or company research reports or investment 
recommendations; subscriptions to financial publications or 
research data compilations; compilations of securities prices, 
earnings, dividends, and similar data; computerized data bases; 
quotation equipment and services; research or analytical computer 
software and services; or services of economic and other 
consultants.  Such selections are not made pursuant to any 
agreement or understanding with any of the brokers or dealers.  
However, Stein Roe does in some instances request a broker to 
provide a specific research or brokerage product or service which 
may be proprietary to the broker or produced by a third party and 
made available by the broker and, in such instances, the broker in 
agreeing to provide the research or brokerage product or service 
frequently will indicate to Stein Roe a specific or minimum amount 
of commissions which it expects to receive by reason of its 
provision of the product or service.  Stein Roe does not agree 
with any broker to direct such specific or minimum amounts of 
commissions; however, Stein Roe does maintain an internal 
procedure to identify those brokers who provide it with research 
products or services and the value of such products or services, 
and Stein Roe endeavors to direct sufficient commissions on client 
transactions (including commissions on transactions in fixed 
income securities effected on an agency basis and, in the case of 
transactions for certain types of clients, dealer selling 
concessions on new issues of securities) to ensure the continued 
receipt of research products or services Stein Roe believes are 
useful.  

     In a few instances, Stein Roe receives from a broker a 
product or service which is used by Stein Roe both for investment 
research and for administrative, marketing, or other non-research 
or brokerage purposes.  In such an instance, Stein Roe makes a 
good faith effort to determine the relative proportion of its use 
of such product or service which is for investment research or 
brokerage, and that portion of the cost of obtaining such product 
or service may be defrayed through brokerage commissions generated 
by client transactions, while the remaining portion of the costs 
of obtaining the product or service is paid by Stein Roe in cash.  
Stein Roe may also receive research in connection with selling 
concessions and designations in fixed income offerings.  

     The Funds do not believe they pay brokerage commissions 
higher than those obtainable from other brokers in return for 
research or brokerage products or services provided by brokers.  
Research or brokerage products or services provided by brokers may 
be used by Stein Roe in servicing any or all of its clients and 
such research products or services may not necessarily be used by 
Stein Roe in connection with client accounts which paid 
commissions to the brokers providing such products or services.

     As stated above, Stein Roe's overriding objective in 
effecting portfolio transactions for the Funds is to seek to 
obtain the best combination of price and execution.  However, 
consistent with the provisions of the Rules of Conduct of the 
National Association of Securities Dealers, Inc., Stein Roe may, 
in selecting broker-dealers to effect portfolio transactions for 
the Funds, and where more than one broker-dealer is believed 
capable of providing the best combination of price and execution 
with respect to a particular transaction, select a broker-dealer 
in recognition of its sales of VA contracts or VLI policies 
offered by Participating Insurance Companies.  Except as described 
in the next following sentence, neither the Trust nor any Fund nor 
Stein Roe has entered into any agreement with, or made any 
commitment to, any unaffiliated broker-dealer which would bind 
Stein Roe, the Trust or any Fund to compensate any such broker-
dealer, directly or indirectly, for sales of VA contracts or VLI 
policies.  Stein Roe has entered into  arrangements with sponsors 
of programs for the sale of VA contracts issued by Participating 
Insurance Companies which are not affiliates of Stein Roe pursuant 
to which Stein Roe pays the sponsor from Stein Roe's fee for 
managing Special Venture Fund an amount in respect of Special 
Venture Fund's assets allocable to Special Venture Fund shares 
held in separate accounts of such unaffiliated Participating 
Insurance Companies in respect of VA contracts issued by such 
entities and sold through such arrangements.  Stein Roe does not 
cause the Trust or any Fund to pay brokerage commissions higher 
than those obtainable from other broker-dealers in recognition of 
such sales of VA contracts or VLI policies.

     In light of the fact that Stein Roe may also provide advisory 
services to the Participating Insurance Companies, and to other 
advisory accounts that may or may not be registered investment 
companies, securities of the same issuer may be included, from 
time to time, in the portfolios of the Funds and these other 
entities where it is consistent with their respective investment 
objectives.  If these entities desire to buy or sell the same 
portfolio security at about the same time, combined purchases and 
sales may be made, and in such event the security purchased or 
sold normally will be allocated at the average price and as nearly 
as practicable on a pro-rata basis in proportion to the amounts 
desired to be purchased or sold by each entity.  While it is 
possible that in certain instances this procedure could adversely 
affect the price or number of shares involved in the Funds' 
transactions, it is believed that the procedure generally 
contributes to better overall execution of the Funds' portfolio 
transactions.

     Because Stein Roe's personnel may also provide investment 
advisory services to the Participating Insurance Companies and 
other advisory clients, it may be difficult to quantify the 
relative benefits received by the Trust and these other entities 
from research provided by broker-dealers.
    

     The Trust has arranged for the Bank, as its custodian, to act 
as a soliciting dealer to accept any fees available to the Bank as 
a soliciting dealer in connection with any tender offer for a 
Fund's portfolio securities.  The Bank will credit any such fees 
received against its custodial fees.  However, the Board has been 
advised by counsel that recapture by a mutual fund currently is 
not permitted under the Rules of Conduct of the National 
Association of Securities Dealers, Inc.

   
     The Trust's purchases and sales of securities not traded on 
securities exchanges generally are placed by Stein Roe with market 
makers for these securities on a net basis, without any brokerage 
commissions being paid by the Trust.  Net trading does involve, 
however, transaction costs.  Included in prices paid to 
underwriters of portfolio securities is the spread between the 
price paid by the underwriter to the issuer and the price paid by 
the purchasers.  Each Fund's purchases and sales of portfolio 
securities in the over-the-counter market usually are transacted 
with a broker-dealer on a net basis without any brokerage 
commission being paid by such Fund, but do reflect the spread 
between the bid and asked prices.  Stein Roe may also transact 
purchases of some portfolio securities directly with the issuers.

     With respect to a Fund's purchases and sales of portfolio 
securities transacted with a broker or dealer on a net basis, 
Stein Roe may also consider the part, if any, played by the broker 
or dealer in bringing the security involved to Stein Roe's 
attention, including investment research related to the security 
and provided to the Fund.
    

     The table below shows information on brokerage commissions 
paid by Special Venture Fund, Growth Stock Fund and Balanced Fund 
during the periods indicated.  Mortgage Securities Fund and Money 
Market Fund did not pay commissions on any of their transactions.

   
                                      Special    Growth
                                      Venture    Stock    Balanced
                                      Fund       Fund     Fund
Total amount of brokerage commis-
  sions paid during fiscal year 
  ended 12/31/98
Amount of commissions paid to brokers 
  or dealers who supplied research 
  services to Stein Roe
Total dollar amount involved in 
  such transactions:
Amount of commissions paid to 
  brokers or dealers that were 
  allocated to such brokers or 
  dealers by the Fund's portfolio 
  manager because of research 
  services provided to the Fund
Total dollar amount involved in 
  such transactions
Total amount of brokerage 
  commissions paid during fiscal 
  year ended 12/31/97               421,740    89,691      294,537
Total brokerage fees paid during 
  fiscal year ended 12/31/96        316,995    81,270      304,087
    

                           NET ASSET VALUE

     The net asset value of the shares of each of the Funds is 
determined by dividing the total assets of each Fund, less all 
liabilities (including accrued expenses), by the total number of 
shares outstanding.

     The valuation of Money Market Fund's securities is based upon 
their amortized cost, which does not take into account unrealized 
gains or losses.  This method involves initially valuing an 
instrument at its cost and thereafter assuming a constant 
amortization to maturity of any discount or premium, regardless of 
the impact of fluctuating interest rates on the market value of 
the instrument.  While this method provides certainty in 
valuation, it may result in periods during which value, as 
determined by amortized cost, is higher or lower than the price 
Money Market Fund would receive if it sold the security.  During 
periods of declining interest rates, the quoted yield on shares of 
Money Market Fund may tend to be higher than a like computation 
made by a fund with identical investments utilizing a method of 
valuation based upon market prices and estimates of market prices 
for all of its portfolio securities.  Thus, if the use of 
amortized cost by the Fund resulted in a lower aggregate portfolio 
value on a particular day, a prospective investor in Money Market 
Fund would be able to obtain a somewhat higher yield if he 
purchased shares of Money Market Fund on that day than would 
result from investment in a fund utilizing solely market values, 
and existing investors in Money Market Fund would receive less 
investment income. The converse would apply in a period of rising 
interest rates.

     The proceeds received by each Fund for each purchase or sale 
of its shares, and all income, earnings, profits and proceeds 
thereof, subject only to the rights of creditors, will be 
specifically allocated to such Fund, and constitute the underlying 
assets of that Fund.  The underlying assets of each Fund will be 
segregated on the books of account, and will be charged with the 
liabilities in respect to such Fund and with a share of the 
general liabilities of the Trust.

   
                               TAXES

     Each Fund has elected to be treated and to qualify as a 
"regulated investment company" under Subchapter M of the Internal 
Revenue Code of 1986 (Code). As a result of such election, for any 
tax year in which a Fund meets the investment limitations and the 
distribution, diversification and other requirements referred to 
below, that Fund will not be subject to Federal income tax, and 
the income of the Fund will be treated as the income of its 
shareholders. Under current law, since the shareholders are life 
insurance company "segregated asset accounts," they will not be 
subject to income tax currently on this income to the extent such 
income is applied to increase the values of VA contracts and VLI 
policies.

     Among the conditions for qualification and avoidance of 
taxation at the Trust level, Subchapter M imposes investment 
limitations, distribution requirements, and requirements relating 
to the diversification of investments. The requirements of 
Subchapter M may affect the investments made by each Fund. Any of 
the applicable diversification requirements could require a sale 
of assets of a Fund that would affect the net asset value of the 
Fund.

     Pursuant to the requirements of Section 817(h) of the Code, 
the only shareholders of the Trust and its Funds will be 
Participating Insurance Companies and their separate accounts that 
fund VA contracts, VLI policies and other variable insurance 
contracts. The prospectus that describes a particular VA contract 
or VLI policy discusses the taxation of both separate accounts and 
the owner of such contract or policy.

     Each Fund intends to comply with the requirements of Section 
817(h) and the related regulations issued thereunder by the 
Treasury Department. These provisions impose certain 
diversification requirements affecting the securities in which the 
Funds may invest and other limitations. The diversification 
requirements of Section 817(h) of the Code are in addition to the 
diversification requirements under Subchapter M and the Investment 
Company Act of 1940. The consequences of failure to meet the 
requirements of Section 817(h) could result in taxation of the 
Participating Insurance Companies offering the VA contracts and 
VLI policies and immediate taxation of all owners of the contracts 
and policies to the extent of appreciation on investment under the 
contracts. The Trust believes it is in compliance with these 
requirements.

     The Secretary of the Treasury may issue additional rulings or 
regulations that will prescribe the circumstances in which an 
owner of a variable insurance contract's control of the 
investments of a segregated asset account may cause such owner, 
rather than the insurance company, to be treated as the owner of 
the assets of a segregated asset account. It is expected that such 
regulations would have prospective application. However, if a 
ruling or regulation were not considered to set forth a new 
position, the ruling or regulation could have retroactive effect.

     The Trust therefore may find it necessary, and reserves the 
right to take action to assure, that a VA contract or VLI policy 
continues to qualify as an annuity or insurance contract under 
Federal tax laws. The Trust, for example, may be required to alter 
the investment objectives of any Fund or substitute the shares of 
one Fund for those of another. No such change of investment 
objectives or substitution of securities will take place without 
notice to the contract and policy owners with interests invested 
in the affected Fund and without prior approval of the Securities 
and Exchange Commission, or the approval of a majority of such 
owners, to the extent legally required. 

     To the extent a Fund invests in foreign securities, 
investment income received by the Fund from sources within foreign 
countries may be subject to foreign income taxes withheld at the 
source. The United States has entered into tax treaties with many 
foreign countries which entitle a Fund to a reduced rate of tax or 
exemption from tax on such income.  Gains and losses from foreign 
currency dispositions, foreign-currency denominated debt 
securities and payables or receivables, and foreign currency 
forward contracts are subject to special tax rules that generally 
cause them to be recharacterized as ordinary income and losses, 
and may affect the timing and amount of the Fund's recognition of 
income, gain or loss.

     It is impossible to determine the effective rate of foreign 
tax in advance since the amount of a Fund's assets, if any, to be 
invested within various countries will fluctuate and the extent to 
which tax refunds will be recovered is uncertain. The Funds intend 
to operate so as to qualify for treaty-reduced tax rates where 
applicable.

     The preceding is a brief summary of some relevant tax 
considerations. This discussion is not intended as a complete 
explanation or a substitute for careful tax planning and 
consultation with individual tax advisors. 
    

                   INVESTMENT PERFORMANCE

     Money Market Fund may quote a "Current Yield" or "Effective 
Yield" from time to time.  The Current Yield is an annualized 
yield based on the actual total return for a seven-day period.  
The Effective Yield is an annualized yield based on a daily 
compounding of the Current Yield.  These yields are each computed 
by first determining the "Net Change in Account Value" for a 
hypothetical account having a share balance of one share at the 
beginning of a seven-day period (Beginning Account Value), 
excluding capital changes.  The Net Change in Account Value will 
always equal the total dividends declared with respect to the 
account, assuming a constant net asset value of $1.00.

     The yields are then computed as follows:

                 Net Change in Account Value    365
                 ---------------------------    ----
Current Yield  =  Beginning Account Value     x  7

                   [1 + Net Change in Account Value]365/7
                   -------------------------------------- 
Effective Yield  =      Beginning Account Value              -  1

   
     For example, the yield of Money Market Fund for the seven-day 
period ended Dec. 31, 1998, were:

                  $._________    365
                  -----------    --- 
Current Yield  =     $1.00     x  7            =  ____%
            
                    [1+$._________]35/7
                    -------------------   
Effective Yield  =         $1.00        -  1   =  ____%
    

     In addition to fluctuations reflecting changes in net income 
of Money Market Fund resulting from changes in income earned on 
its portfolio securities and in its expenses, Money Market Fund's 
yield also would be affected if the Fund were to restrict or 
supplement its dividends in order to maintain its net asset value 
at $1.00.  Portfolio changes resulting from net purchases or net 
redemptions of Money Market Fund shares may affect yield. 
Accordingly, Money Market Fund's yield may vary from day to day 
and the yield stated for a particular past period is not a 
representation as to its future yield.  Money Market Fund's yield 
is not guaranteed and its principal is not insured; however, the 
Fund will attempt to maintain its net asset value per share at 
$1.00.

     Each of the Funds may quote total return figures from time to 
time.  Total return on a per share basis is the amount of 
dividends received per share plus or minus the change in the net 
asset value per share for a given period.  Total return percentage 
may be calculated by dividing the value of a share at the end of a 
given period by the value of the share at the beginning of the 
period and subtracting one.

     Average Annual Total Return is computed as follows:

                                                                n
Average Annual Total Return is computed as follows: ERV = P(1+T)

 Where:   P  =  a hypothetical initial payment of $1,000
          T  =  average annual total return
          n  =  number of years
        ERV  =  ending redeemable value of a hypothetical $1,000 
                payment made at the beginning of the period at the 
                end of the period (or fractional portion thereof).

   
     For example, for a $1,000 investment in the Funds, the "Total 
Return," the "Total Return Percentage," and the "Average Annual 
Total Return" for the life of those Funds (from Jan. 1, 1989 to 
Dec. 31, 1998) were:

                                    TOTAL RETURN    AVERAGE ANNUAL
FUND                TOTAL RETURN     PERCENTAGE      TOTAL RETURN
- ----                ------------    -------------   --------------
Special Venture Fund
Growth Stock Fund
Balanced Fund
Mortgage Securities Fund
Money Market Fund
    

     The figures contained in this "Investment Performance" 
section assume reinvestment of all dividends and distributions.  
They are not necessarily indicative of future results.  The 
performance of a Fund is a result of conditions in the securities 
markets, portfolio management, and operating expenses. Although 
information such as that shown above is useful in reviewing a 
Fund's performance and in providing some basis for comparison with 
other investment alternatives, it should not be used for 
comparison with other investments using different reinvestment 
assumptions or time periods.  The Funds' total returns do not 
reflect the cost of insurance and other insurance company separate 
account charges which vary with the VA contracts and VLI policies 
offered through the separate accounts of the Participating 
Insurance Companies.

     In advertising and sales literature, a Fund may compare its 
performance with that of other mutual funds, indexes or averages 
of other mutual funds, indexes of related financial assets or 
data, and other competing investment and deposit products 
available from or through other financial institutions.  The 
composition of these indexes or averages differs from that of the 
Funds.  Any comparison of a Fund to an alternative investment 
should consider differences in features and expected performance.

                     RECORD SHAREHOLDERS

   
     All the shares of the Funds are held of record by sub-
accounts of separate accounts of Participating Insurance Companies 
on behalf of the owners of VLI policies and VA contracts, or by 
the general account of Keyport.  At March 31, 1999 the general 
account of Keyport owned of record less than 25% of the 
outstanding shares of all the Funds.

     At all meetings of shareholders of the Funds each 
Participating Insurance Company will vote the shares held of 
record by sub-accounts of its separate accounts only in accordance 
with the instructions received from the VLI policy and VA contract 
owners on behalf of whom such shares are held.  All such shares as 
to which no instructions are received (as well as, in the case of 
Keyport, all shares held by its general account) will be voted in 
the same proportion as shares as to which instructions are 
received (with Keyport's general account shares being voted in the 
proportions determined by instructing owners of Keyport VLI 
policies and VA contracts).  Accordingly, each Participating 
Insurance Company disclaims beneficial ownership of the shares of 
the Funds held of record by the sub-accounts of its separate 
accounts (or, in the case of Keyport, its general account).  The 
Trust has not been informed that any Participating Insurance 
Company knows of any owner of a VA contract or VLI policy which on 
March 31, 1999 owned beneficially 5% or more of the outstanding 
shares of any Fund.
    

               INDEPENDENT AUDITORS AND FINANCIAL STATEMENTS

   
     KPMG Peat Marwick LLP are the Trust's independent auditors.  
The financial statements incorporated by reference in this SAI 
have been so incorporated, and the schedule of the financial 
highlights has been included in the Prospectus, in reliance upon 
the upon the report of KPMG Peat Marwick LLP given on the 
authority of said firm as experts in accounting and auditing.

     The financial statements of the Trust and Report of 
Independent Auditors appearing in the Dec. 31, 1998 Annual Report 
of the Trust are incorporated in this SAI by reference.
    

<PAGE>
                        APPENDIX A
            INVESTMENT TECHNIQUES AND SECURITIES

MONEY MARKET INSTRUMENTS 

     Each of the Funds may invest in money market instruments to 
the extent and of the type and quality described in the 
Prospectus.

Certificates of Deposits 

     Certificates of deposit are receipts issued by a bank in 
exchange for the deposit of funds.  The issuer agrees to pay the 
amount deposited plus interest to the bearer of the receipt on the 
date specified on the Certificate.  The Certificate usually can be 
traded in the secondary market prior to maturity.

     Certificates of deposit will be limited to U.S. dollar-
denominated certificates of banks (U.S. or foreign) having total 
assets of at least $1 billion, or the equivalent in other 
currencies, as of the date of their most recently published 
financial statements and of branches of such banks (U.S. or 
foreign).

     The Funds will not acquire time deposits or obligations 
issued by the International Bank for Reconstruction and 
Development, the Asian Development Bank or the Inter-American 
Development Bank.

Bankers' Acceptances

     Bankers' acceptances typically arise from short term credit 
arrangements designed to enable businesses to obtain funds to 
finance commercial transactions.  Generally, an acceptance is a 
time draft drawn on a bank by an exporter or an importer to obtain 
a stated amount of funds to pay for specific merchandise.

     The draft is then "accepted" by the bank that, in effect, 
unconditionally guarantees to pay the face value of the instrument 
on its maturity date.  The acceptance may then be held by the 
accepting bank as an earning asset or it may be sold in the 
secondary market at the going rate of discount for a specific 
maturity.  Although maturities for acceptances can be as long as 
270 days, most acceptances have maturities of six months or less.  

     Bankers' acceptances acquired by the Funds must be payable in 
U.S. dollars and have been accepted by banks having total assets 
at the time of purchase in excess of $1 billion, or the equivalent 
in other currencies, and of branches of such banks (U.S. or 
foreign).

MORTGAGE-BACKED SECURITIES

Mortgage Pass-Through Certificates

     A Mortgage Pass-Through Certificate is a Mortgage Backed 
Security representing a participation interest in mortgage loans 
or a beneficial undivided interest in a specified pool containing 
mortgage loans.
  
     The aggregate dollar balance of the mortgage loans (or 
participation interests) in a specified pool is generally 
identical to the balance of the Mortgage Pass-Through Certificate 
held by the Certificate holder.  As the balance in the mortgage 
pool is paid down by scheduled payments of principal and interest 
and by prepayments or other early or unscheduled recoveries of 
principal, the balance of the Mortgage Pass-Through Certificate is 
paid down correspondingly as all such payments are "passed 
through" to the Certificate holder (in this case, to the Funds).  
The average interest rate payable on the mortgage loans, the 
"coupon rate," is somewhat higher than the "pass-through rate" 
payable under the Mortgage Pass-Through Certificate.  The 
difference between the coupon rate and the pass-through rate is 
generally paid to the servicer of the mortgage loans as servicing 
compensation. Servicing includes collecting payments, remitting 
payments to the Certificate holders, holding and disbursing escrow 
funds for payment of taxes and insurance premiums, periodically 
inspecting the properties, and servicing foreclosures in the event 
of unremedied defaults.

     Under the terms of the Certificate, the due date for passing 
through funds to the Certificate holders is some specified period 
after the payment date on the mortgage loans.  The regular pass-
through installment is paid on the due date by the entity 
servicing the mortgage pool, in most cases regardless of whether 
or not it has been collected from the borrower.

     A particular mortgage pool will consist of mortgage loans of 
one of the following types:  fixed interest mortgage loans with a 
maturity of not more than 30 years; adjustable interest rate 
mortgage loans (that is, where the interest rate is not fixed but 
varies in accordance with a formula or an index) with a maturity 
of not more than 40 years; shared appreciation mortgage loans with 
a maturity of not more than 30 years; growing equity mortgage 
loans (where the monthly payment of principal increases in amount 
and the maturity may be less than 30 years); graduated payment 
mortgage loans (where the amount of the scheduled monthly payments 
at the beginning of the loan term are insufficient to fully 
amortize the loan and the monthly payment amount therefore 
increases after a specified period or periods); second mortgages 
with fixed or adjustable rates with a maturity of not more than 30 
years; graduated payment adjustable rate mortgage loans; and other 
alternative mortgage instruments which may combine some of the 
characteristics listed above.  For example, graduated payment, 
graduated equity, and shared appreciation mortgage loans can have 
a fixed or variable interest rate.  In addition, new types of 
mortgage loans may be created in the future, and as Mortgage Pass-
Through Certificates representing interests in pools of new types 
of mortgage loans are developed and offered to investors, the Fund 
will, consistent with its investment policies and objective, 
consider investing in such Certificates.

     Certain Mortgage Pass-Through Certificates purchased will 
represent interests in mortgage pools containing graduated payment 
adjustable rate mortgage loans or "GPARMs."  These are adjustable 
interest rate mortgage loans with a graduated payment feature.  
The scheduled monthly payment amount on this type of loan at the 
beginning of the loan term is insufficient to fully amortize the 
loan; that is, the scheduled payments are insufficient to pay off 
the entire loan during the term.  Because the monthly mortgage 
payments during the early years of graduated payment mortgage 
loans may not even be sufficient to pay the current interest due, 
GPARMs may involve negative amortization; that is, the unpaid 
principal balance of the mortgage loan may increase because any 
unpaid balance of the interest due will be added to the principal 
amount of the mortgage loan.  GPARMs also involve increases in the 
payment amount, because at one or more times during the early 
years of the loan term, the monthly mortgage payments (principal 
and interest) increase to a level that will fully amortize the 
loan.  The monthly payment amount may also be increased (or 
decreased) to reflect changes in the interest rate.  In addition, 
the loan term may be lengthened or shortened from time to time, 
corresponding to an increase or decrease in the interest rate.

GNMA Certificates 

     GNMA Certificates represent part ownership of a pool of 
mortgage loans.  These loans (issued by lenders such as mortgage 
bankers, commercial banks and savings and loan associations) are 
either insured by the Federal Housing Administration (FHA) or the 
Farmers Home Administration (FMHA), or guaranteed by the Veterans 
Administration (VA).  A "pool" or group of such mortgages is 
assembled and, after being approved by GNMA, is offered to 
investors through securities dealers.  Once approved by GNMA, the 
timely payment of interest and principal on each mortgage is 
guaranteed by GNMA and backed by the full faith and credit of the 
U.S. Government. GNMA is also empowered to borrow without 
limitation from the Treasury, if necessary, to make any payments 
required under its guarantee.  GNMA Certificates differ from bonds 
issued without a sinking fund in that principal is paid back 
monthly by the borrower over the term of the loan rather than 
returned in a lump sum at maturity.  GNMA Certificates are called 
"modified pass-through" securities because both interest and 
principal payments, including prepayments (net of fees paid to the 
issuer and GNMA), are passed through to the holder of the 
Certificate regardless of whether or not the mortgagor actually 
makes the payment.

     The average life of GNMA Certificates is likely to be 
substantially less than the original maturity of the mortgage  
pools underlying the securities.  Prepayments of principal by 
mortgagors and mortgage foreclosures will usually result in the 
return of the greatest part of principal invested well before the 
maturity of the mortgages in the pool.  (Note:  Due to the GNMA 
guarantee, foreclosures impose little risk to principal 
investment.)  As prepayment rates of individual mortgage pools 
vary widely, it is not possible to accurately predict the average 
life of a particular issue of GNMA Certificates.

     The coupon rate or interest on GNMA Certificates is lower 
than the interest rate paid on the VA-guaranteed or FHA-insured 
mortgages underlying the Certificates, but only by the amount of a 
relatively modest fee paid to GNMA and the issuer.

     The coupon rate by itself, however, does not indicate the 
yield which will be earned on the Certificates for the following 
reasons:

1. Certificates may be issued at a premium or discount, rather 
than at par;
2. After issuance, Certificates may trade in the secondary market 
at a premium or discount;
3. Interest is earned monthly, rather than semiannually as for 
traditional bonds, and monthly compounding has the effect of 
raising the effective yield earned on GNMA Certificates; and
4. The actual yield of each GNMA Certificate is influenced by the 
prepayment experience of the mortgage pool underlying the 
Certificate; that is, if mortgagors pay off their mortgages early, 
the principal returned to Certificate holders may be reinvested at 
more or less favorable rates. 

Since the inception of the GNMA mortgage-backed securities program 
in 1970, the amount of GNMA Certificates outstanding has grown 
rapidly.  The size of the market and the active participation in 
the secondary market by securities dealers and many types of 
investors make the GNMA Certificates highly liquid instruments.  
Valuations of GNMA Certificates are readily available from 
securities dealers and depend on, among other things, the level of 
market rates, the Certificate's coupon rate and the prepayment 
experience of the pool of mortgages backing each Certificate. 

FNMA Certificates 

     The Federal National Mortgage Association (FNMA) is a 
corporation organized and existing under the laws of the U.S. and 
issues FNMA Certificates under the authority contained in the 
Federal National Mortgage Association Charter Act.  FNMA 
Certificates are Mortgage Pass-Through Certificates issued and 
guaranteed by FNMA.  The obligations of FNMA under its guaranty 
are obligations solely of FNMA and are not backed by, nor entitled 
to, the full faith and credit of the U.S. 

     Each FNMA Certificate represents a fractional undivided 
interest in a pool of conventional, FHA-insured or VA-guaranteed 
mortgage loans purchased or formed by FNMA.  The mortgage loans 
are either provided from FNMA's own portfolio or are purchased 
from primary lenders that satisfy certain criteria developed by 
FNMA, including depth of mortgage origination experience, 
servicing experience and financial capacity.

     When the mortgage loans are not provided from FNMA's own 
portfolio, FNMA may purchase an entire loan pool from a single 
lender and issue Certificates backed by the pool alone. 
Alternatively, FNMA may package a pool made up of loans purchased 
from a number of lenders. The mortgage loans are held by FNMA in 
its capacity as trustee pursuant to the terms of a trust indenture 
for the benefit of the Certificate holders.

     Each FNMA mortgage pool will consist of mortgage loans 
evidenced by promissory notes on one-family or two-to-four family 
residential properties.  Mortgage loans with varying interest 
rates may be included in a single pool.  Currently, substantially 
all FNMA mortgage pools consist of fixed interest rate and growing 
equity mortgage loans, although FNMA mortgage pools may also 
consist of adjustable interest rate mortgage loans or other types 
of mortgage loans.  Loans with varying loan-to-value ratios may be 
included in a single pool, but each conventional mortgage loan 
with a loan-to-value ratio which exceeds 80% must be insured 
against default and the mortgage insurance must insure that 
portion of the loan balance which exceeds 75% of the property 
value.  The maximum loan term is 40 years.  Each mortgage loan 
must conform to FNMA's published requirements or guidelines with 
respect to maximum principal amount, loan-to-value ratio, 
underwriting standards and hazard insurance coverage.

     Pursuant to the trust indenture, FNMA is responsible for 
servicing and administering the mortgage loans in a pool but 
contracts with the lender (the seller of the mortgage loans, or 
seller/servicer), or another eligible servicing institution, to 
perform such functions under the supervision of FNMA.  The 
servicers are obligated to perform diligently all services and 
duties customary to the servicing of mortgages as well as those 
specifically prescribed by the FNMA Seller/Servicer Guide.  FNMA 
has the right to remove servicers for cause.

     The pass-through rate on the FNMA Certificates is not greater 
than the lowest annual interest rate borne by an underlying 
mortgage loan in the pool, less a specified minimum annual 
percentage of the outstanding principal balance.  The fee to FNMA 
representing compensation for servicing and for FNMA's guaranty 
(out of which FNMA will compensate seller/servicers) is, for each 
underlying mortgage loan, the difference between the interest rate 
on the mortgage loan and the pass-through rate.

     The minimum size of a FNMA pool is $1 million of mortgage 
loans.  Registered holders purchase Certificates in amounts not 
less than $25,000.

FHLMC Certificates

     The Federal Home Loan Mortgage Corporation (FHLMC) is a 
corporate instrumentality of the U.S. created pursuant to an act 
of Congress on July 24, 1970 primarily for the purpose of 
increasing availability of mortgage credit for the financing of 
then urgently needed housing.  It seeks to provide an enhanced 
degree of liquidity for residential mortgage investors primarily 
by assisting in the development of secondary markets for 
conventional mortgage loans.  FHLMC obtains its funds by selling 
mortgages and interests therein (such as Mortgage Pass-Through 
Certificates), and by issuing debentures and otherwise borrowing 
funds.

     FHLMC Certificates represent undivided interests in specified 
groups of conventional mortgage loans and/or participation 
interests therein underwritten and owned by FHLMC.  FHLMC 
periodically forms groups of whole mortgage loans and/or 
participations in connection with its continuing sales program.  
Typically, at least 95% of the aggregate principal balance of the 
mortgage loans in a group consists of single-family mortgage loans 
and not more than 5% consists of multi-family loans.  The FHLMC 
Certificates are issued in fully registered form only, in original 
unpaid principal balances of $25,000, $100,000, $200,000, 
$500,000, $1 million and $5 million.  The FHLMC Certificates are 
not guaranteed by the U.S. or by any Federal Home Loan Bank and do 
not constitute a debt or obligation of the U.S. or any Federal 
Home Loan Bank.

     FHLMC guarantees to each registered holder of a FHLMC 
Certificate the timely payment of interest accruing at the 
application certificate rate on the unpaid principal balance 
outstanding on the mortgage loans to the extent of such holder's 
percentage of participation therein.  FHLMC also guarantees to 
each registered holder of a FHLMC Certificate collection of all 
principal on the mortgage loans without any offset or deduction, 
to the extent of such holder's pro rata share.  Pursuant to these 
guaranties, FHLMC indemnifies holders of FHLMC Certificates 
against any reduction in principal by reason of charges for 
property repairs, maintenance and foreclosure.

     To permit a measure of marketability for holders of FHLMC 
Certificates, FHLMC has provided since June 20, 1975, and expects 
to continue to provide, bid quotations for outstanding FHLMC 
Certificates.  Informational bid quotations are available daily on 
Telerate Financial Information Network or from FHLMC's regional 
offices. 

Non-Governmental Mortgage Pass-Through Certificates 

     A Non-Governmental Mortgage Pass-Through Certificate is a 
security issued by a mortgage banker, financial institution or 
other entity and represents an undivided interest in a mortgage 
pool consisting of a number of mortgage loans secured by single-
family residential properties.  Non-Governmental Certificates do 
not represent an interest in or obligation of the issuing or 
servicing entity.  The mortgage loans in a pool are held in trust 
by a qualified bank.  These private (or conventional) mortgages 
are not insured by the VA, FHA or any other governmental agency.  
In some cases, private commercial insurance or other credit 
support may apply.

     A typical mortgage pool consists of from 100 to 1000 
individual mortgage loans.  The aggregate dollar balance of the 
mortgage loans in a pool will be generally at least $5 million.  
These pools contain mortgage loans originated, serviced and 
otherwise administered by an affiliate of the sponsor of the pool.

     It is expected that each of the underlying mortgage loans 
will have a loan-to-value ratio at origination (based on an 
independent appraisal of the mortgage property obtained by the 
originator of the loan) of 90% or less.  Generally, the amount of 
the mortgage loans in excess of 80% of such appraised value will 
be insured with a private mortgagor insurer.  In some instances, 
other mechanisms, such as a bank letter of credit or 
senior/subordinated class structures, are used in place of 
mortgage guaranty insurance but serve a similar credit support 
function.

     The entities originating and servicing the underlying 
mortgage loans generally advance to Certificate holders any 
principal and interest payments not collected from the mortgagors.  
However, the obligations, if any, to make those advances are 
limited only to those amounts that are reimbursable under the 
mortgage guaranty insurance policy.

     The property securing each of the mortgage loans in a 
mortgage pool will be covered by standard hazard insurance 
policies insuring against losses due to various causes, including 
fire, lightning and windstorm.  The amount of each policy is at 
least equal to the lesser of the outstanding principal balance of 
the mortgage loan or the maximum insurable value of the 
improvements securing the mortgage loan.  Since certain other 
physical risks (including earthquakes, mudflows and floods) are 
not otherwise insured against, the institution originating and 
servicing the loans typically purchases a special hazard insurance 
policy for each mortgage pool to cover such risks.  The special 
hazard insurance generally is in the amount of 1% of the aggregate 
principal balances of the mortgage loans in each mortgage pool, or 
the sum of the balance of the two largest mortgage loans in the 
mortgage pool, whichever is greater, at the time of formation of 
the mortgage pool.

     Any hazard losses not covered by either the standard hazard 
policies or the special hazard insurance policy will not be 
insured against and, accordingly, will be borne by the Fund and 
therefore by the Fund's shareholders.

     The pooling and servicing agreement for a Non-Governmental 
Certificate generally permits, but does not require, the entity 
originating and servicing the mortgage loans to repurchase from 
the mortgage pool all remaining mortgage loans.  The right to 
repurchase typically is subject to the aggregate principal 
balances of the mortgage loans at the time of repurchase being 
less than 20% of the aggregate principal balances of the mortgage 
loans at the time of issuance of the Certificate.

Real Estate Mortgage Investment Conduits (REMICs)

     A REMIC is an entity formed either as a partnership, 
corporation or trust which holds a fixed pool of mortgages and 
issues multiple classes of interests at varying maturities 
entitling holders to receive specified principal amounts and 
interest payments at fixed rates.

     Timely payment of principal and interest from a REMIC will be 
dependent upon risks associated with the underlying mortgage loans 
held by the REMIC.  These risks include the potential for 
delinquency and default by mortgagors, fluctuating interest rates, 
inflation and reduced market demand for qualified market loans.

EQUIPMENT TRUST CERTIFICATES

     Balanced Fund may invest in Equipment Trust Certificates.

     Equipment Trust Certificates are a mechanism for financing 
the purchase of transportation equipment, such as railroad cars 
and locomotives, trucks, airplanes and oil tankers.

     Under an Equipment Trust Certificate, the equipment is used 
as the security for the debt and title to the equipment is vested 
in a trustee.  The trustee leases the equipment to the user; i.e., 
the railroad, airline, trucking or oil company.  At the same time, 
Equipment Trust Certificates in an aggregate amount equal to a 
certain percentage of the equipment's purchase price are sold to 
lenders.  The trustee pays the proceeds from the sale of 
Certificates to the manufacturer.  In addition, the company using 
the equipment makes an initial payment of rent equal to the 
balance of the purchase price to the trustee, which the trustee 
also pays to the manufacturer.  The trustee collects lease 
payments from the company and uses the payments to pay interest 
and principal on the Certificates.  At maturity, the Certificates 
are redeemed and paid, the equipment is sold to the company and 
the lease is terminated.

     Generally, these Certificates are regarded as obligations of 
the company that is leasing the equipment and are shown as 
liabilities in its balance sheet as a capitalized lease in 
accordance with generally accepted accounting principals.  
However, the company does not own the equipment until all the 
Certificates are redeemed and paid.  In the event the company 
defaults under its lease, the trustee terminates the lease.  If 
another lessee is available, the trustee leases the equipment to 
another user and makes payments on the Certificates from new lease 
rentals.

OPTIONS, FUTURES AND OTHER DERIVATIVES

     Except for Money Market Fund, each Fund may purchase and 
write both call options and put options on securities, indexes and 
foreign currencies, and enter into interest rate, index and 
foreign currency futures contracts and options on such futures 
contracts (futures options) in order to achieve its investment 
objective, to provide additional revenue, or to hedge against 
changes in security prices, interest rates or currency exchange 
rates.  A Fund also may use other types of options, futures 
contracts, futures options, and other types of forward or 
investment contracts linked to individual securities, interest 
rates, foreign currencies, indices or other benchmarks (derivative 
products) currently traded or subsequently developed and traded, 
provided the Trustees determine that their use is consistent with 
the Fund's investment objective.

Options

     A Fund may purchase and write both put and call options on 
securities, indexes or foreign currencies in standardized 
contracts traded on recognized securities exchanges, boards of 
trade or similar entities, or quoted on Nasdaq.  A Fund also may 
purchase agreements, sometimes called cash puts, which may 
accompany the purchase of a new issue of bonds from a dealer that 
the Fund might buy as a temporary defensive measure.

     An option on a security (or index or foreign currency) is a 
contract that gives the purchase (holder) of the option, in return 
for a premium, the right to buy from (call) or sell to (put) the 
seller (writer) of the option the security underlying the option 
(or the cash value of the index or a specified quantity of the 
foreign currency) at a specified exercise price at any time during 
the term of the option (normally not exceeding nine months).  The 
writer of an option on an individual security or on a foreign 
currency has the obligation upon exercise of the option to deliver 
the underlying security or foreign currency upon payment of the 
exercise price or to pay the exercise price upon delivery of the 
underlying security or foreign currency.  Upon exercise, the 
writer of an option on an index is obligated to pay the difference 
between the cash value of the index and the exercise price 
multiplied by the specified multiplier for the index option.  (An 
index is designed to reflect specified facets of a particular 
financial or securities market, a specific group of financial 
instruments or securities, or certain other economic indicators.)

     A Fund will write call options and put options only if they 
are "covered."  For example, in the case of a call option on a 
security, the option is "covered" if the Fund owns the security 
underlying the call or has an absolute and immediate right to 
acquire that security without additional cash consideration upon 
conversion or exchange of other securities held in its portfolio 
(or, if additional cash consideration is required, cash or cash 
equivalents in such amount are held in a segregated account by its 
custodian).

     If an option written by a Fund expires, the Fund realizes a 
capital gain equal to the premium received at the time the option 
was written.  If an option purchased by a Fund expires, the Fund 
realizes a capital loss equal to the premium paid.

     Prior to the earlier of exercise or expiration, an option may 
be closed out by an offsetting purchase or sale of an option of 
the same series (type, exchange, underlying security, currency or 
index, exercise price and expiration).  There can be no assurance, 
however, that a closing purchase or sale transaction can be 
effected when a Fund desires.

     A Fund will realize a capital gain from a closing purchase 
transaction if the cost of the closing option is less than the 
premium received from writing the option, or, if it is more, the 
Fund will realize a capital loss.  If the premium received from a 
closing sale transaction is more than the premium paid to purchase 
the option, the Fund will realize a capital gain or, if it is 
less, the Fund will realize a capital loss.  The principal factors 
affecting the market value of a put or a call option include 
supply and demand, interest rates, the current market price of the 
underlying security, currency or index in relation to the exercise 
price of the option, the volatility of the underlying security, 
currency or index, and the time remaining until expiration.

     A put or call option purchased by a Fund is an asset of the 
Fund, valued initially at the premium paid for the option.  The 
premium received for an option written by a Fund is recorded as a 
deferred credit.  The value of an option purchased or written is 
marked-to-market daily and is valued at the closing price on the 
exchange on which it is traded or, if not traded on an exchange or 
no closing price is available, at the mean between the last bid 
and asked prices.

     Risks Associated with Options

     There are several risks associated with transactions in 
options.  For example, there are significant differences between 
the securities and the currency markets and the options markets 
that could result in an imperfect correlation between these 
markets, causing a given transaction not to achieve its 
objectives.  A decision as to whether, when and how to use options 
involves the exercise of skill and judgment, and even a well-
conceived transaction may be unsuccessful to some degree because 
of market behavior or unexpected events.

     There can be no assurance that a liquid market will exist 
when a Fund seeks to close out an option position.  If a Fund were 
unable to close out an option that it had purchased, it would have 
to exercise the option in order to realize any profit or the 
option would expire and become worthless.  If a Fund were unable 
to close out a covered call option that it had written on a 
security or a foreign currency, it would not be able to sell the 
underlying security or currency unless the option expired.  As the 
writer of a covered call option on a security, a Fund foregoes, 
during the option's life, the opportunity to profit from increases 
in the market value of the security covering the call option above 
the sum of the premium and the exercise price of the call.  As the 
writer of a covered call option on a foreign currency, the Fund 
foregoes, during the option's life, the opportunity to profit from 
appreciation of the currency covering the call.

     If trading were suspended in an option purchased or written 
by a Fund, the Fund would not be able to close out the option.  If 
restrictions on exercise were imposed, the Fund might be unable to 
exercise an option it has purchased.  Except to the extent that a 
call option on an index written by the Fund is covered by an 
option on the same index purchased by the Fund, movements in the 
index may result in a loss to the Fund; however, such losses may 
be mitigated by changes in the value of the Fund's portfolio 
securities during the period the option was outstanding.

Futures Contracts and Options on Futures Contracts

     A Fund may use interest rate, index and foreign currency 
futures contracts.  An interest rate, index or foreign currency 
futures contract provides for the future sale by one party and 
purchase by another party of a specified quantity of a financial 
instrument, the cash value of an index/1/ or a specified quantity 
of a foreign currency at a specified price and time.  A public 
market exists in futures contracts covering a number of indexes 
(including, but not limited to, the Standard & Poor's 500 Stock 
Index, the Value Line Composite Index and the New York Stock 
Exchange Composite Index), certain financial instruments 
(including, but not limited to:  U.S. Treasury bonds, U.S. 
Treasury notes and Eurodollar certificates of deposit) and foreign 
currencies.  Other index and financial instrument futures 
contracts are available and it is expected that additional futures 
contracts will be developed and traded.
- ----------------
/1/ A futures contract on an index is an agreement pursuant to 
which two parties agree to take or make delivery of an amount of 
cash equal to the difference between the value of the index at the 
close of the last trading day of the contract and the index value 
at which the index contract was originally written.  Although the 
value of a securities index is a function of the value of certain 
specified securities, no physical delivery of those securities is 
made.
- -----------------

     A Fund may purchase and write call and put futures options.  
Futures options possess many of the same characteristics as 
options on securities, indexes and foreign currencies (discussed 
above).  A futures option gives the holder the right, in return 
for the premium paid, to assume a long position (call) or a short 
position (put) in a futures contract at a specified exercise price 
at any time during the period of the option.  Upon exercise of a 
call option, the holder acquires a long position in the futures 
contract and the writer is assigned the opposite short position.  
In the case of a put option, the opposite is true.

     To the extent required by regulatory authorities having 
jurisdiction over a Fund, such Fund will limit its use of futures 
contracts and futures options to hedging transactions.  For 
example, a Fund might use futures contracts to hedge against or 
gain exposure to fluctuations in the general level of stock prices 
or anticipated changes in interest rates or currency exchange 
rates which might adversely affect either the value of the Fund's 
securities or the price of the securities that the Fund intends to 
purchase.  Although other techniques could be used to reduce that 
Fund's exposure to stock price and interest rate and currency 
fluctuations, the Fund may be able to hedge its exposure more 
effectively and perhaps at a lower cost by using futures contracts 
and futures options.

     A Fund will only enter into futures contracts and futures 
options that are standardized and traded on an exchange, board of 
trade or similar entity or quoted on an automated quotation 
system.  

     The success of any futures transaction depends on Stein Roe 
correctly predicting changes in the level and direction of stock 
prices, interest rates, currency exchange rates and other factors.  
Should those predictions be incorrect, a Fund's return might have 
been better had the transaction not been attempted; however, in 
the absence of the ability to use futures contracts, Stein Roe 
might have taken portfolio actions in anticipation of the same 
market movements with similar investment results but, presumably, 
at greater transaction costs.

     When a purchase or sale of a futures contract is made by a 
Fund, the Fund is required to deposit with its custodian (or 
broker, if legally permitted) a specified amount of cash or U.S. 
Government securities or other securities acceptable to the broker 
(initial margin).  The margin required for a futures contract is 
set by the exchange on which the contact is traded and may be 
modified during the term of the contract.  The initial margin is 
in the nature of a performance bond or good faith deposit on the 
futures contract, which is returned to the Fund upon termination 
of the contract, assuming all contractual obligations have been 
satisfied.  A Fund expects to earn interest income on its initial 
margin deposits.  A futures contract held by a Fund is valued 
daily at the official settlement price of the exchange on which it 
is traded.  Each day the Fund pays or receives cash, called 
"variation margin," equal to the daily change in value of the 
futures contract.  This process is known as "marking-to-market."  
Variation margin paid or received by a Fund does not represent a 
borrowing or loan by the Fund but is instead settlement between 
the Fund and the broker of the amount one would owe the other if 
the futures contract had expired at the close of the previous day.  
In computing daily net asset value, a Fund will mark-to-market its 
open futures positions.

     The Fund is also required to deposit and maintain margin with 
respect to put and call options on futures contracts written by 
it.  Such margin deposits will vary depending on the nature of the 
underlying futures contract (and the related initial margin 
requirements), the current market value of the option and other 
futures positions held by the Fund.

     Although some futures contracts call for making or taking 
delivery of the underlying property, usually these obligations are 
closed out prior to delivery by offsetting purchases or sales of 
matching futures contracts (same exchange, underlying property and 
delivery month).  If an offsetting purchase price is less than the 
original sale price, the Fund engaging in the transaction realizes 
a capital gain, or if it is more, the Fund realizes a capital 
loss.  Conversely, if an offsetting sale price is more than the 
original purchase price, the Fund engaging in the transaction 
realizes a capital gain, or if it is less, the Fund realizes a 
capital loss.  The transaction costs must also be included in 
these calculations.

     Risks Associated with Futures

     There are several risks associated with the use of futures 
contracts and futures options.  A purchase or sale of a futures 
contract may result in losses in excess of the amount invested in 
the futures contract.  There can be no guarantee that there will 
be a correlation between price movements in the hedging vehicle 
and in the portfolio securities being hedged.  In addition, there 
are significant differences between the securities and the 
currency markets and the futures markets that could result in an 
imperfect correlation between the markets, causing a given 
transaction not to achieve its objectives.  The degree of 
imperfection of correlation depends on circumstances such as:  
variations in speculative market demand for futures, futures 
options and the related securities or currencies, including 
technical influences in futures and futures options trading and 
differences between the Fund's investments being hedged and the 
securities or currencies underlying the standard contracts 
available for trading.  For example, in the case of index futures 
contracts, the composition of the index, including the issuers and 
the weighting of each issue, may differ from the composition of 
the Fund's portfolio, and, in the case of interest rate futures 
contracts, the interest rate levels, maturities, and 
creditworthiness of the issues underlying the futures contract may 
differ from the financial instruments held in the Fund's 
portfolio.  A decision as to whether, when and how to use futures 
contracts involves the exercise of skill and judgment, and even a 
well-conceived transaction may be unsuccessful to some degree 
because of market behavior or unexpected security price, interest 
rate or currency exchange rate trends.

     Futures exchanges may limit the amount of fluctuation 
permitted in certain futures contract prices during a single 
trading day.  The daily limit establishes the maximum amount that 
the price of a futures contract may vary either up or down from 
the previous day's settlement price at the end of the current 
trading session.  Once the daily limit has been reached in a 
futures contract subject to the limit, no more trades may be made 
on that day at a price beyond that limit.  The daily limit governs 
only price movements during a particular trading day and therefore 
does not limit potential losses because the limit may work to 
prevent the liquidation of unfavorable positions.  For example, 
futures prices have occasionally moved to the daily limit for 
several consecutive trading days with little or no trading, 
thereby preventing prompt liquidation of positions and subjecting 
some holders of futures contracts to substantial losses.  Stock 
index futures contracts are not normally subject to such daily 
price change limitations.

     There can be no assurance that a liquid market will exist at 
a time when a Fund seeks to close out a futures or futures option 
position.  The Fund would be exposed to possible loss on the 
position during the interval of inability to close, and would 
continue to be required to meet margin requirements until the 
position is closed.  In addition, many of the contracts discussed 
above are relatively new instruments without a significant long-
term trading history.  As a result, there can be no assurance that 
an active secondary market will develop or continue to exist.

Limitations on Options and Futures

     A Fund will not enter into a futures contract or purchase an 
option thereon if, immediately thereafter, the initial margin 
deposits for futures contracts held by that Fund plus premiums 
paid by it for open futures option positions, less the amount by 
which any such positions are "in-the-money,"/2/ would exceed 5% of 
the Fund's total assets.
- -----------------
/2/ A call option is "in-the-money" if the value of the futures 
contract that is the subject of the option exceeds the exercise 
price.  A put option is "in-the-money" if the exercise price 
exceeds the value of the futures contract that is the subject of 
the option.
- -----------------

     When purchasing a futures contract or writing a put option on 
a futures contract, a Fund must maintain with its custodian (or 
broker, if legally permitted) cash or cash equivalents (including 
any margin) equal to the market value of such contract.  When 
writing a call option on a futures contract, the Fund similarly 
will maintain with its custodian cash or cash equivalents 
(including any margin) equal to the amount by which such option is 
in-the-money until the option expires or is closed out by the 
Fund.

     A Fund may not maintain open short positions in futures 
contracts, call options written on futures contracts or call 
options written on indexes if, in the aggregate, the market value 
of all such open positions exceeds the current value of the 
securities in its portfolio, plus or minus unrealized gains and 
losses on the open positions, adjusted for the historical relative 
volatility of the relationship between the portfolio and the 
positions.  For this purpose, to the extent the Fund has written 
call options on specific securities in its portfolio, the value of 
those securities will be deducted from the current market value of 
the securities portfolio.

     In order to comply with Commodity Futures Trading Commission 
(CFTC) Regulation 4.5 and thereby avoid being deemed a "commodity 
pool operator," each Fund will use commodity futures or commodity 
options contracts solely for bona fide hedging purposes within the 
meaning and intent of CFTC Regulation 1.3(z), or, with respect to 
positions in commodity futures and commodity options contracts 
that do not come within the meaning and intent of CFTC Regulation 
1.3(z), the aggregate initial margin and premiums required to 
establish such positions will not exceed 5% of the fair market 
value of the assets of a Fund, after taking into account 
unrealized profits and unrealized losses on any such contracts it 
has entered into [in the case of an option that is in-the-money at 
the time of purchase, the in-the-money amount (as defined in 
Section 190.01(x) of the CFTC Regulations) may be excluded in 
computing such 5%].

Taxation of Options and Futures

     If a Fund exercises a call or put option it holds, the 
premium paid for the option is added to the cost basis of the 
security purchased (call) or deducted from the proceeds of the 
security sold (put).  For cash settlement options and futures 
options exercised by a Fund, the difference between the cash 
received at exercise and the premium paid is a capital gain or 
loss.

     If a call or put option written by a Fund is exercised, the 
premium is included in the proceeds of the sale of the underlying 
security (call) or reduces the cost basis of the security 
purchased (put).  For cash settlement options and futures options 
written by a Fund, the difference between the cash paid at 
exercise and the premium received is a capital gain or loss.

     Entry into a closing purchase transaction will result in 
capital gain or loss.  If an option written by a Fund was in-the-
money at the time it was written and the security covering the 
option was held for more than the long-term holding period prior 
to the writing of the option, any loss realized as a result of a 
closing purchase transaction will be long-term.  The holding 
period of the securities covering an in-the-money option will not 
include the period of time the option is outstanding.

     If a Fund writes an equity call option/3/ other than a 
"qualified covered call option," as defined in the Internal 
Revenue Code, any loss on such option transaction, to the extent 
it does not exceed the unrealized gains on the securities covering 
the option, may be subject to deferral until the securities 
covering the option have been sold.
- ----------------
/3/ An equity option is defined to mean any option to buy or sell 
stock, and any other option the value of which is determined by 
reference to an index of stocks of the type that is ineligible to 
be traded on a commodity futures exchange (e.g., an option 
contract on a sub-index based on the price of nine hotel-casino 
stocks).  The definition of equity option excludes options on 
broad-based stock indexes (such as the Standard & Poor's 500 Stock 
Index).
- ----------------

     A futures contract held until delivery results in capital 
gain or loss equal to the difference between the price at which 
the futures contract was entered into and the settlement price on 
the earlier of delivery notice date or expiration date.  If a Fund 
delivers securities under a futures contract, the Fund also 
realizes a capital gain or loss on those securities.

     For Federal income tax purposes, a Fund generally is required 
to recognize as income for each taxable year its net unrealized 
gains and losses as of the end of the year on futures, futures 
options and non-equity options positions (year-end mark-to-
market).  Generally, any gain or loss recognized with respect to 
such positions (either by year-end mark-to-market or by actual 
closing of the positions) is considered to be 60% long-term and 
40% short-term, without regard to the holding periods of the 
contracts.  However, in the case of positions classified as part 
of a "mixed straddle," the recognition of losses on certain 
positions (including options, futures and futures options 
positions, the related securities and certain successor positions 
thereto) may be deferred to a later taxable year.  Sale of futures 
contracts or writing of call options (or futures call options) or 
buying put options (or futures put options) that are intended to 
hedge against a change in the value of securities held by a Fund: 
(1) will affect the holding period of the hedged securities; and 
(2) may cause unrealized gain or loss on such securities to be 
recognized upon entry into the hedge.

     If a Fund were to enter into a short index future, short 
index futures option or short index option position and the Fund's 
portfolio were deemed to "mimic" the performance of the index 
underlying such contract, the option or futures contract position 
and the Fund's stock positions would be deemed to be positions in 
a mixed straddle, subject to the above-mentioned loss deferral 
rules.

     In order for a Fund to continue to qualify for Federal income 
tax treatment as a regulated investment company, at least 90% of 
its gross income for a taxable year must be derived from 
qualifying income; i.e., dividends, interest, income derived from 
loans of securities, and gains from the sale of securities or 
foreign currencies, or other income (including but not limited to 
gains from options and futures contracts).  In addition, gains 
realized on the sale or other disposition of securities held for 
less than three months must be limited to less than 30% of the 
Fund's annual gross income.  Any net gain realized from futures 
(or futures options) contracts will be considered gain from the 
sale of securities and therefore be qualifying income for purposes 
of the 90% requirement.  In order to avoid realizing excessive 
gains on securities held less than three months, the Fund may be 
required to defer the closing out of certain positions beyond the 
time when it would otherwise be advantageous to do so.  

Warrants

     Each Fund except Money Market Fund may invest in warrants; 
however, not more than 5% of a Fund's assets (at the time of 
purchase) will be invested in warrants, other than warrants 
acquired in units or attached to other securities.  Warrants 
purchased must be listed on a national stock exchange or the 
Nasdaq System.  Warrants are speculative in that they have no 
voting rights, pay no dividends, and have no right with respect to 
the assets of the corporation issuing them.  Warrants basically 
are options to purchase equity securities at a specific price 
valid for a specific period of time.  They do not represent 
ownership of the securities, but only the right to buy them.  
Warrants differ from call options in that warrants are issued by 
the issuer of the security that may be purchased on their 
exercise, whereas call options may be written or issued by anyone.  
The prices of warrants do not necessarily move parallel to the 
prices of the underlying securities.

"WHEN-ISSUED" SECURITIES AND COMMITMENT AGREEMENTS

     Each Fund may purchase and sell securities on a when-issued 
and delayed-delivery basis.

     When-issued or delayed-delivery transactions arise when 
securities are purchased or sold by the Funds with payment and 
delivery taking place in the future in order to secure what is 
considered to be an advantageous price and yield to the Funds at 
the time of entering into the transaction.  However, yields 
available in the market when delivery takes place may be higher 
than the yields on securities to be delivered.  When the Funds 
engage in when-issued and delayed-delivery transactions, the Funds 
rely on the buyer or seller, as the case may be, to consummate the 
sale.  Failure to do so may result in the Funds missing the 
opportunity to obtain a price or yield considered to be 
advantageous.  When-issued and delayed-delivery transactions may 
be expected to occur a month or more before delivery is due.  
However, no payment or delivery is made by the Funds until they 
receive payment or delivery from the other party to the 
transaction.  A separate account of liquid assets equal to the 
value of such purchase commitments will be maintained with the 
Trust's custodian until payment is made and will not be available 
to meet redemption requests.  When-issued and delayed-delivery 
agreements are subject to risks from changes in value based upon 
changes in the level of interest rates and other market factors, 
both before and after delivery.  The Funds do not accrue any 
income on such securities prior to their delivery.  To the extent 
a Fund engages in when-issued and delayed-delivery transactions, 
it will do so for the purpose of acquiring portfolio securities 
consistent with its investment objectives and policies and not for 
the purpose of investment leverage.

     Most Mortgage Pass-Through Certificates (especially FNMA and 
Non-Governmental Certificates), whether they represent interests 
in pools of fixed or adjustable interest rate mortgage loans, may 
be purchased pursuant to the terms of firm commitment or standby 
commitment agreements.  Under the terms of these agreements, a 
Fund will bind itself to accept delivery of a Mortgage Pass-
Through Certificate at some future settlement date (typically 
three to six months from the date of the commitment agreement) at 
a stated price.  The standby commitment agreements create an 
additional risk for a Fund because the other party to the standby 
agreement generally will not be obligated to deliver the security, 
but the Fund will be obligated to accept it if delivered.  
Depending on market conditions (particularly on the demand for, 
and supply of, Mortgage Pass-Through Certificates), the Fund may 
receive a commitment fee for assuming this obligation.  If 
prevailing market interest rates increase during the period 
between the date of the agreement and the settlement date, the 
other party can be expected to deliver the security and, in 
effect, pass any decline in value to the Fund.  If the value of 
the security increases after the agreement is made, however, the 
other party is unlikely to deliver the security.  In other words, 
a decrease in the value of the securities to be purchased under 
the terms of standby commitment agreements will likely result in 
the delivery of the security, and therefore such decrease will be 
reflected in the Fund's net asset value.  However, any increase in 
the value of the securities to be purchased will likely result in 
the non-delivery of the security and, therefore, such increase 
will not affect the net asset value unless and until the Fund 
actually obtains the security.

RESTRICTED SECURITIES

     Restricted securities are acquired through private placement 
transactions, directly from the issuer or from security holders, 
generally at higher yields or on terms more favorable to investors 
than comparable publicly traded securities.  Privately placed 
securities are not readily marketable and ordinarily can be sold 
only in privately negotiated transactions to a limited number of 
purchasers or in public offerings made pursuant to an effective 
registration statement under the Securities Act of 1933.  Private 
or public sales of such securities by a Fund may involve 
significant delays and expense.  Private sales require 
negotiations with one or more purchasers and generally produce 
less favorable prices than the sale of comparable unrestricted 
securities.  Public sales generally involve the time and expense 
of preparing and processing a registration statement under the 
Securities Act of 1933 and may involve the payment of underwriting 
commissions; accordingly, the proceeds may be less than the 
proceeds from the sale of securities of the same class which are 
freely marketable.

<PAGE>
<PAGE>
                     SteinRoe Variable Investment Trust

                 Stein Roe Special Venture Fund, Variable Series
                  Stein Roe Growth Stock Fund, Variable Series
                    Stein Roe Balanced Fund, Variable Series
               Stein Roe Mortgage Securities Fund, Variable Series
                  Stein Roe Money Market Fund, Variable Series

                                                                  Annual Report
                                                                  Dec. 31, 1998


<PAGE>
- -------------------------------------------------------------------------------
                               TABLE OF CONTENTS
- -------------------------------------------------------------------------------

   Portfolio Manager Discussion:
      Stein Roe Special Venture Fund, Variable Series................      1
      Stein Roe Growth Stock Fund, Variable Series...................      3
      Stein Roe Balanced Fund, Variable Series.......................      5
      Stein Roe Mortgage Securities Fund, Variable Series............      7
      Stein Roe Money Market Fund, Variable Series...................      9
      Independent Auditors' Report...................................     10
   Financial Statements:
      Stein Roe Special Venture Fund, Variable Series................     11
      Stein Roe Growth Stock Fund, Variable Series...................     17
      Stein Roe Balanced Fund, Variable Series.......................     21
      Stein Roe Mortgage Securities Fund, Variable Series............     27
      Stein Roe Money Market Fund, Variable Series...................     32
   Notes to Financial Statements.....................................     36


<PAGE>
- -------------------------------------------------------------------------------
PORTFOLIO MANAGER DISCUSSION
Stein Roe Special Venture Fund, Variable Series
- -------------------------------------------------------------------------------

Q&A with William M. Garrison and Steven M. Salopek, Portfolio Managers of
Special Venture Fund, Variable Series


Steven M. Salopek and William M. Garrison were named portfolio managers of 
Stein Roe Special Venture Fund, Variable Series effective Oct. 8, 1998.

Q: How did the Fund perform?

A: The Fund's total return was -17.30% for the year ended December 31, 1998.
This was substantially less than the average fund in the Lipper variable annuity
small-cap fund peer group, which gained 1.48% in value.

Q: Why did the value of the Fund's holdings decline so much more than
the average of its peers?

A: We held a limited number stocks in the portfolio (about 40 for most of the
period), and many stocks did not perform as we expected. A concentrated strategy
can allow a fund to take greater advantage of market upswings, but it can work
against it when the holdings don't participate in a market rally or drop more
than the market as a whole during a correction. We faced both problems in 1998.
In addition, small-company stocks were generally out-of-favor compared to stocks
of large companies this past year.

To further diversify the Fund, we began to increase the number of holdings
substantially this past autumn. As of year's end, we had increased the number of
holdings to 101. We also invested in slightly larger, more liquid stocks that we
believed had a more attractive risk/reward profile than certain very small
companies whose stocks traded less frequently. By doing this, we believe we have
reduced the risk that price declines--in any one stock--will adversely affect
the Fund's overall performance.

Q: Have there been other major adjustments to the portfolio?

A: We further diversified the Fund by adding technology stocks that appeared to
offer attractive growth potential. As of Dec. 31, 1998, technology-oriented
businesses in several industries represented 27% of the Fund's assets. We had
been stock analysts for several years prior to our assuming leadership of the
Fund and we attempted to make the most of this experience as we restructured 
the portfolio. Several purchases were made during the market's weakness last 
fall.  In late October, we purchased Mercury Interactive (1.3% of net assets), 
a developer of software troubleshooting products and Vitesse (1.6% of net 
assets), a semiconductor maker. Since we purchased them, both companies' shares 
have doubled in value. To help reduce risk, we invest in a combination of 
companies that either have strong immediate growth prospects or stable growth
characteristics. An example of a stable growth company, in our view, is ADVO
(0.6% of net assets). This company sends direct mail to 61 million households a
year, is the largest client of the U.S. Postal Service, and has many corporate
and non-profit customers. ADVO has an established business model that we 
believe can generate steady earnings growth.

Q: Why did the small-cap market have such a weak year?

A: As international currency and economic problems mounted, investors generally
fled higher-risk stocks in favor of more liquid large-company stocks. We 
believe the extent of these declines was not warranted given the fundamental 
soundness of many small companies' earnings and balance sheets.

- -------------------------------------------------------------------------------
PORTFOLIO MANAGER DISCUSSION
Stein Roe Special Venture Fund, Variable Series (continued)
- -------------------------------------------------------------------------------

     Stein Roe Special Venture Fund, Variable Series, and Russell 2000 Index

                          Average Annual Total Returns
                              at December 31, 1998

      1-Year         5-Year       Since Inception
      -17.30%         5.06%           12.52%

Line Chart
Growth of a hypothetical $10,000 investment Jan. 1, 1989 to Dec. 31, 1998
             Special      Russell
             Venture         2000
                Fund        Index
  1/1/89       10000        10000
12/31/89       13084        11626
12/31/90       11918         9361
12/31/91       16357        13672
12/31/92       18725        16189
12/31/93       25406        19246
12/31/94       25708        18895
12/31/95       28729        24271
12/31/96       36469        28274
12/31/97       39317        34597
12/31/98       32515        33716


Q: What do you look for from new holdings?

A: We look to invest in small-cap companies that possess strong growth prospects
and are at reasonable values, or are priced attractively for the growth
potential they offer. Companies we consider usually have high profitability and
the opportunity to serve large and growing markets. In addition, we look for
companies with strong management teams that participate in the ownership of the
company, and companies that have proven success in executing their business
plans.

Q: What's your outlook for the small-cap market?

A: Our research shows that many small-cap stocks are selling at the lowest
prices relative to their earnings-per-share growth potential in 20 years.
Investors who have been weary of smaller-cap names may require more stock price
stability before diversifying their portfolios, but eventually we think
investors will see that many small-company stocks offer better-than-average
growth prospects at rock-bottom prices. Because small-company stocks currently
make up less than 20% of the overall U.S. equity market capitalization, if
investors allocate even a small amount of their investment dollars to small-cap
stocks, it could potentially give the group a big boost.

Past performance is no guarantee of future results. Share price and investment
return will vary, so you may have a gain or loss when you sell shares. Holdings
are disclosed as a percentage of total net assets. Portfolio holdings are as of
Dec. 31, 1998, and are subject to change. Total return performance includes
changes in share price and reinvestment of income and capital gains
distributions. The Russell 2000 Index is an unmanaged group of stocks that
differs from the composition of each Stein Roe Fund; it is not available for
direct investment. According to Lipper, Inc., a monitor of mutual fund
performance, the median returns for the Fund's small-cap fund peer group for the
one-, five-year and life of fund periods ended Dec. 31, 1998 was 1.48%, 12.63%
and 14.72%, respectively.

Funds that emphasize investments in smaller companies may experience greater
volatility than investments in large companies.

Performance numbers reflect all fund expenses, but do not include any insurance
charges imposed by your insurance company's separate accounts. If performance
information included the effect of these additional amounts, it would be lower.


<PAGE>
- -------------------------------------------------------------------------------
PORTFOLIO MANAGER DISCUSSION
Stein Roe Growth Stock Fund, Variable Series
- -------------------------------------------------------------------------------
Q&A with Eric Gustafson, Portfolio Manager of Growth Stock Fund, Variable Series

Q: How did the Fund perform in 1998?

A: Growth Stock Fund, Variable Series, posted a total return of 27.91% for the
12 months ended Dec. 31, 1998. In comparison, the average growth fund in the
variable annuity growth fund peer group rose 24.94%, according to Lipper, Inc.

Q: What kind of market environment did investors see this past year,
and how did that affect the Fund's results?

A: The U.S. economic backdrop of low rates, fears of a slowdown in economic
growth and negligible inflation led to an outstanding environment for
high-quality stocks of large, rapidly growing companies. The unmanaged Standard
& Poor's 500 Index rose 28.6%, for an unprecedented fourth consecutive year of
returns in excess of 20%.

More specifically, it was a narrow market led by large-cap technology, health
care and select retail stocks. Funds, like ours, that held these names, provided
strong results.

Q: What events affected stock selection?

A: Going into this year, the investing environment seemed too good to be true.
The stock market was supported by low inflation, falling interest rates,
increased merger activity and robust business capital spending. Still, overseas
events made many investors skeptical, and some grew worried that recession along
the Pacific Rim would drag down corporate earnings and stock prices. Although
U.S. exports weakened and profit margins on domestic goods declined amid
increased competition from imports, the U.S. economy proved resilient. To 
reduce risk, investors focused on companies like Microsoft, Cisco Systems and 
MCI Worldcom (4.6%, 5.8% and 4.6% of net assets, respectively), that appeared 
to have superior earnings growth potential. Technology companies did especially
well, particularly anything internet-related, as more consumers shopped online.

Pharmaceutical companies were another stock group that provided investors with
exceptional returns. The Fund's positioning in Pfizer and Eli Lilly (3.7% and
3.3% of net assets, respectively) helped lift total return. New product launches
served as the main catalyst for investor enthusiasm.

Q: Another sector you've traditionally favored has been financial services.
How did holdings in this sector fare throughout the year?

A: Financial services stocks did well during the first half of calendar 1998.
However, Russia's default on its debt and the subsequent collapse of a major
hedge fund this past summer generated substantial losses for several
money-center banks and insurance companies. Some financial services stocks
plunged more than 50 percent after forecasts of lower earnings. We focus our
investments in larger more stable companies, and our holdings were generally
unaffected by sour emerging market loans - companies such as American
International Group and Fannie Mae (3.6% and 3.8% of net assets, respectively).
These stocks held up relatively well during 1998's remarkable market volatility.


<PAGE>
- -------------------------------------------------------------------------------
PORTFOLIO MANAGER DISCUSSION
Stein Roe Growth Stock Fund, Variable Series (continued)
- -------------------------------------------------------------------------------

         Stein Roe Growth Stock Fund, Variable Series, and S&P 500 Index

             Average Annual Total Returns
                 at December 31, 1998
        1-Year        5-Year      Since Inception
        27.91%        21.49%          18.94%

Line Chart
Growth of a hypothetical $10,000 investment Jan. 1, 1989 to Dec. 31, 1998
            Growth Stock            S&P 500
                    Fund              Index
  1/1/89           10000              10000
12/31/89           13130              13163
12/31/90           12913              12754
12/31/91           19114              16631
12/31/92           20382              17896
12/31/93           21394              19696
12/31/94           20035              19955
12/31/95           27595              27445
12/31/96           33467              33742
12/31/97           44269              44995
12/31/98           56623              57864

Q: Did you sell any large positions?

A: We sold PeopleSoft, a provider of corporate technology systems, as the
corporate trend toward streamlining technologies were put on hold somewhat until
after year 2000 computer problems have safely passed. We also sold American Home
Products because the company's stock surpassed our price target and, in our
view, became overvalued.

Q: What do you expect going forward?

A: In our view, companies who can meet analysts' earnings growth expectations at
a time when profit margins appear to be contracting should do well in 1999.
Clearly, Asia's continuing recession could have a further impact on many U.S.
companies. Through careful research, we will strive to identify businesses with
above-average prospects and try to avoid those who could offer negative
surprises.

Past performance is no guarantee of future results. Share price and investment
return will vary, so you may have a gain or loss when you sell shares. Holdings
are disclosed as a percentage of total net assets. Portfolio holdings are as of
Dec. 31, 1998, and are subject to change. Total return performance includes
changes in share price and reinvestment of income and capital gains
distributions. The S&P 500 Index is an unmanaged group of stocks that differs
from the composition of each Stein Roe Fund; it is not available for direct
investment. According to Lipper, Inc., a monitor of mutual fund performance, the
median returns for the Fund's variable annuity growth fund peer group for the
one-, five-year and life of fund periods ended Dec. 31, 1998 was 24.94%, 20.25%
and 17.92%, respectively.

Performance numbers reflect all fund expenses, but do not include any insurance
charges imposed by your insurance company's separate accounts. If performance
information included the effect of these additional amounts, it would be lower.


<PAGE>
- -------------------------------------------------------------------------------
PORTFOLIO MANAGER DISCUSSION
Stein Roe Balanced Fund, Variable Series
- -------------------------------------------------------------------------------

Q&A with Harvey Hirschhorn, Portfolio Manager of Balanced Fund, Variable Series

Q: How did the Fund perform in calendar year 1998?

A: The Fund's balanced mix of domestic and international stocks and domestic 
bonds provided a total return of 12.54% for the 12 months ended Dec. 31, 1998.
This was below its peers, as measured by the Lipper flexible portfolio average,
which rose 14.79% for the period.

Q: What affected the markets and the Fund's capital appreciation and income
potential in 1998?

A: Throughout the year, Asia's recession and emerging market debt problems led
to both favorable and unfavorable developments in the United States. On the
positive side, the dollar was strong and energy prices and inflation were low.
On the negative side, the U.S. trade balance deteriorated as exports diminished
while imports remained firm. The combined result was that the U.S. consumer
benefited from solid economic growth, with employment gains and with real wages
showing the sharpest increase in over 20 years. The Fund benefited from strong
consumer spending, and retail stock holdings Wal-Mart Stores and Home Depot,
(1.6% and 1.6% of net assets, respectively) were among the best-performing
investments.

Q: Did any one sector stand out in terms of performance?

A: Pharmaceutical companies provided strong results for much of the year.
Successful drug launches by several Fund holdings such as Eli Lilly and Pfizer
(1.4% and 1.2% of net assets, respectively) helped lift our results. The
pharmaceutical sector offered strong earnings prospects at a time when equity
markets were turbulent and earnings in cyclical sectors waned. While we believe
the sector offers further capital appreciation potential, we doubt returns will
be as robust in 1999. We trimmed our weighting since June in that sector.

Q: Were there other areas of significance as far as performance? Any major
changes in positioning?

A: Our stock selections in technology, communications and financial services did
well this past year. To further diversify the Fund, we added Cisco Systems in
the technology sector, MCI WorldCom in the telecommunications area, and
Freddie Mac in the financial services area (1.7%, 1.5% and 1.3% of net assets,
respectively).

Q: Were there any disappointments this past year?

A: Our investments in Real Estate Investment Trusts (REITs) did not meet
expectations. Investors reduced their commitment to REITs in 1998 even though
earnings have been solid and dividend yields high. Efforts in Washington to end
tax breaks for certain REITs cast a shadow from January through mid-summer. In
addition, a start to new construction in some markets and greater use of debt
among REITs raised concerns that the industry would suffer in a slowing economy.
We plan to maintain an exposure to REITs, because we believe they are excellent
value investments that possess strong total return potential over the long term.
We think investors will reward REITs with healthy balance sheets that can expand
their earnings.

We also were disappointed by the performance of our holdings in the energy
sector. As oil prices declined throughout the year, so did oil stock prices. We
reduced the portfolio's position in energy stocks early in the year, so the
negative impact was contained.


<PAGE>
- -------------------------------------------------------------------------------
PORTFOLIO MANAGER DISCUSSION
Stein Roe Balanced Fund, Variable Series  (continued)
- -------------------------------------------------------------------------------

      Stein Roe Balanced Fund, Variable Series, and Standard & Poor's 500,
                      Morgan Stanley Capital International
           Europe, Australia and Far East (EAFE), and Lehman Brothers
                        Government/Corporate Bond Indexes

                          Average Annual Total Returns
                              at December 31, 1998
        1-Year       5-Year      Since Inception
        12.54%       13.05%          12.94%

Line Chart:
Growth of a hypothetical $10,000 investment Jan. 1, 1989 to Dec. 31, 1998
           Balanced   Standard & Poor's       Lehman Brothers      MSCI EAFE
               Fund           500 Index  Government/Corporate          Index
                                                   Bond Index
  1/1/89      10000               10000                 10000          10000
12/31/89      12238               13163                 11276          11054
12/31/90      12155               12754                 12309           8462
12/31/91      15550               16631                 14109           9488
12/31/92      16721               17896                 15121           8333
12/31/93      18274               19696                 16449          11046
12/31/94      17691               19955                 16132          11906
12/31/95      22197               27445                 18606          13240
12/31/96      25665               33742                 19359          14041
12/31/97      29982               44995                 20882          14290
12/31/98      33741               57864                 22644          17147

Q: How did the Fund's international equities perform?

A: Performance of international holdings was mixed. We scaled back our exposure
to foreign stocks around August, when we believed the Federal Reserve would
begin lowering interest rates. We aptly expected the U.S. equity market would
perform better than many foreign markets in a lower interest rate environment.
However, investments in countries such as the United Kingdom and Spain remained
firm.

Q: How did the portfolio's fixed income securities perform?

A: Early in the year we focused on high-quality bonds, with a significant
overweight position in Treasury bonds compared to our benchmark. Beginning in
the summer, the income potential of high-quality corporate and mortgage bonds
increased significantly as investors grew concerned about the effects of
emerging market debt defaults, a slowing U.S. economy and homeowner refinancing
activity. We saw this period as an opportunity to add value and yield to the
portfolio. As the non-Treasury bond market recovered this past autumn, our
positioning enhanced the Fund's total return. We've maintained a
longer-than-average duration and maturity.

Q: What's your outlook for 1999?

A: We anticipate a moderate expansion, with real economic growth (as measured by
Gross Domestic Product) of around 2.5.% versus the near 4% we saw in 1998. We
also expect inflation to be contained, and in this environment we are looking
for the Fed to make modest further cuts in U.S. interest rates later in 1999.
This should be favorable for the fixed-income market.

With respect to the stock market, we expect corporate profits to be under
pressure. That may make investors less willing to accept high price/earnings
ratios. Challenges may come from negative affects of strong wage increases on
profit margins. And competition from overseas should continue to be intense, as
Asia and Latin America will look to exports to abate domestic problems. They may
be exporting goods that are cheaper than those offered by U.S. companies, and
that stiff competition could be tough for U.S. companies. A number of the
foreign economies also continue to be in recession and U.S. companies that do a
lot of selling overseas may experience less-favorable sales than they had in the
past.

As a result, investors will have to be very selective in their equity holdings.
We'll continue to focus on companies we believe can maintain or expand profits.

Past performance is no guarantee of future results. Share price and investment
return will vary, so you may have a gain or loss when you sell shares. Holdings
are disclosed as a percentage of total net assets. Portfolio holdings are as of
Dec. 31, 1998, and are subject to change. Total return performance includes
changes in share price and reinvestment of income and capital gains
distributions. The S&P 500, MSCI EAFE, and Lehman Government/Corporate Bond
Indexes are unmanaged groups of stocks that differ from the composition of each
Stein Roe Fund; they are not available for direct investment. According to
Lipper, Inc., a monitor of mutual fund performance, the median returns for the
Fund's balanced fund peer group for the one-, five-year and life of fund periods
ended Dec. 31, 1998 was 14.79%, 13.73% and 12.21%, respectively.

Foreign investments involve market, political and currency risks not associated
with investing the United States.

Performance numbers reflect all fund expenses, but do not include any insurance
charges imposed by your insurance company's separate accounts. If performance
information included the effect of these additional amounts, it would be lower.


<PAGE>
- -------------------------------------------------------------------------------
PORTFOLIO MANAGER DISCUSSION
Stein Roe Mortgage Securities Fund, Variable Series
- -------------------------------------------------------------------------------

Q&A with William Wadden, Portfolio Manager of Stein Roe Mortgage Securities
Fund, Variable Series


Q: How did the Fund perform in 1998?

A: Stein Roe Mortgage Securities Fund, Variable Series, returned 6.80%
for the 12-month period ended Dec. 31, 1998. In comparison, the average variable
annuity mortgage securities fund had a total return of 7.17% for the year,
according to Lipper, Inc.

Q: What happened in the market over the year?

A: This past year offered two dramatically different investment environments.
During the first six months of 1998, the yield difference, or spread, between
mortgage securities versus Treasuries, slowly increased in response to Asian
economic turmoil and its perceived effects on the U.S. economy. A record amount
of new mortgage bonds were also issued, modestly depressing prices. Still,
interest rates were relatively stable, and this environment helped mortgages
outperform both corporate bonds and Treasuries from January through June.

The second half of the year, and in particular the third quarter, was a tough
period for mortgages and all other sectors of the fixed-income and equity
markets other than Treasuries. This happened as threats of a global economic
slowdown caused investors to seek the safety that Treasury investments provided.
Then in autumn, the Federal Reserve acted decisively to reduce interest rates,
bringing them down by 0.75% in three consecutive quarter-point cuts. During this
period, the difference in yields between mortgage bonds and Treasuries widened
sharply.

Prices of mortgages fell sharply when certain hedge funds were forced to sell a
large amount of bonds to raise cash to pay off creditors. This selling of
mortgage-backed securities created a supply/demand imbalance. Your Fund took
advantage of this development and added high-quality mortgages to the portfolio
at what we considered to be discount prices.

Q: How did purchases throughout 1998 affect the Fund's overall asset mix?

A: At the beginning of 1998, the Fund was underweighted in mortgages and had a
larger than usual portion of its net assets in Treasuries and corporate bonds.
By Dec. 31, 1998, we had increased the portfolio's commitment to mortgage
securities to 89% of the Fund's net assets, from 72% at Dec. 31, 1997. Most of
this increase occurred during the second half of 1998, and was aided by
investing new contributions into mortgages as the Fund grew in size. We have
retained a small portion of our corporate bond investments -- bonds rated A and
BBB that still have good total return prospects.

Q: Where did you focus purchases in the mortgage securities sector?

A: Early in the year, our best investment opportunities were in longer-maturity,
lower-coupon bonds that sold at slight discounts to their face value. During
June, we were able to purchase attractive home equity loans. We like to add such
holdings to the portfolio when opportunities arise because they offer two forms
of prepayment protection. First, mortgage industry research has shown that home
equity loans are less likely to be refinanced than conventional mortgages when
interest rates fall. Second, we buy what are called non-accelerating senior
bonds. These bonds have a structural provision that restricts them from
receiving prepayments for a three-year period. This enables the bonds to
maintain a stable stream of cash flow for a longer period of time, potentially
enhancing the bonds' value.


<PAGE>
- -------------------------------------------------------------------------------
PORTFOLIO MANAGER DISCUSSION
Stein Roe Mortgage Securities Fund, Variable Series (continued)
- -------------------------------------------------------------------------------

            Stein Roe Mortgage Securities Fund, Variable Series, and
                Lehman Brothers Mortgage-Backed Securities Index


                          Average Annual Total Returns
                              at December 31, 1998
           1-Year        5-Year    Since Inception
            6.80%         6.79%         8.23%

Line chart:
Growth of a hypothetical $10,000 investment Jan. 1, 1989 to Dec. 31, 1998

            Mortgage
          Securities       Lehman Mortgage-Backed
         Income Fund             Securities Index
1/89           10000                        10000
12/89          11284                        11535
12/90          12311                        12771
12/91          14094                        14779
12/92          14933                        15808
12/93          15868                        16890
12/94          15635                        16618
12/95          18077                        19410
12/96          18926                        20449
12/97          20368                        22390
12/98          22040                        23149

In October, we found a significant opportunity to make attractive purchases in
high-coupon 30-year mortgages and in the commercial mortgage-backed sector. We
increased the Fund's weighting in premium mortgages by 10 percentage points
during the fourth quarter, from 7% of net assets at Sept. 30, 1998, to 17% of
net assets as of Dec. 31, 1998.

Q: What do you foresee happening in the mortgage securities market in
coming months?

A: Mortgages have historically outperformed other investment-grade fixed-income
securities in a relatively stable interest rate environment. We believe rates
will fluctuate within a more narrow range in 1999, than they did in 1998, and
that should help the Fund do well. To participate in any bond price rally that
may occur in the coming months, we also have a small position in long-term
Treasury bonds.

Q: What kind of bonds do you plan to buy?

A: To enhance risk-adjusted returns, we plan to focus on shorter-duration bonds.
Many of the higher-coupon bonds we purchased in October have shorter durations,
and we think this is the place to be in what we believe may be a stable interest
rate environment. We also expect to increase the Fund's exposure to
credit-sensitive mortgages. These securities are exposed to credit defaults of
the underlying borrowers and are therefore attractively priced in the market.
The risk of principal loss in such bonds rated AA and A is remote and we expect
sustained economic growth to provide a favorable environment for mortgage
defaults.

Past performance is no guarantee of future results. Share price and investment
return will vary, so you may have a gain or loss when you sell shares. Holdings
are disclosed as a percentage of total net assets. Portfolio holdings are as of
Dec. 31, 1998 and are subject to change. Total return performance includes
changes in share price and reinvestment of income and capital gains
distributions. The Fund is neither insured nor guaranteed by the U.S.
Government. Up to 20% of the Fund's assets may be invested in other types of
securities. The Lehman Mortgage-Backed Securities Index is an unmanaged group of
stocks that differs from the composition of each Stein Roe Fund; it is not
available for direct investment. According to Lipper, Inc., a monitor of mutual
fund performance, the median returns for the Fund's variable annuity mortgage
fund peer group for the one-, five- and life of fund periods ended Dec. 31,
1998, were 7.17%, 6.80% and 8.84%, respectively.

Performance numbers reflect all fund expenses, but do not include any insurance
charges imposed by your insurance company's separate accounts. If performance
information included the effect of these additional amounts, it would be lower.


<PAGE>
- -------------------------------------------------------------------------------
PORTFOLIO MANAGER DISCUSSION
Stein Roe Money Market Fund, Variable Series
- -------------------------------------------------------------------------------

Q&A with Jane Naeseth, Portfolio Manager of Stein Roe Money Market Fund,
Variable Series

Q: How did the Fund perform during calendar year 1998?

A: The Fund's total return was 5.17% for the year ended Dec. 31, 1998. Income
potential remained attractive because the supply of securities was plentiful and
prices were low. Institutional investors sought to "clean house" at year's end
by selling their excess inventory of money market securities such as commercial
paper. This provided a buying opportunity for the Fund.

For the period, the average money market fund provided a return of 5.10%,
according to Lipper, Inc. and the unmanaged 90-day Treasury Bill Index, returned
4.88%.

Q: What transpired during the year?

A: Interest rates remained stagnant from January to June. The difference in
income potential between money market securities and long-term bonds was very
narrow, which means investors were not rewarded for taking on additional
interest rate risk. At June 30, 1998, the rate banks charge each other for
overnight loans stood at 5.5% while the average yield of 30-year U.S. bonds was
5.6%.

This changed dramatically beginning in July. Russia's debt default, Asia's
recession and signs of weakness in the domestic economy prompted the Federal
Reserve to reduce short-term interest rates to 4.75%. Long rates, meanwhile,
fell to just over 5% by year's end.

Q: Did the rate reductions detract from the portfolio's return?

A: We structured the portfolio to take advantage of the anticipated interest
rate cuts in the latter part of the year by lengthening average maturity from
over 33 days at June 30, 1998, to 40 days by Dec. 31, 1998, and that supported
performance.

Q: If rates are reduced further, what impact will it have on the Fund in
coming months?

A: While returns were not affected in 1998, if rates are lowered, we anticipate
that will affect the portfolio's income potential in early 1999. Given the fact
that most economists expect inflation to remain under 2% in 1999, we believe the
Fund's income potential is likely to remain attractive. In 1998, consumer prices
rose just 1.5%, the slowest pace in nearly 12 years, and we believe this trend
can continue.

Q: How did you position the Fund within sectors during the period?

A: We have invested more than half the Fund's net assets in regular commercial
paper, which appeared to offer the best risk/reward ratio. We slightly increased
the letter of credit commercial paper positions, taking advantage of some value
purchases in those sectors. When a portion of our Yankee CD holdings matured, we
did not replace them with holdings in this sector. To try to ensure liquidity,
we're steering away from anything with potential international exposure.

During the year, our holdings in federal agency securities were refinanced by
the issuer. We would have liked to maintain the Fund's allocation to agency
securities. However, at the time our holdings were called, similar securities
were too expensive, in our view. We also looked to add floating rate notes
(variable rate corporate securities) to the portfolio during 1998. However, we
could not find any floating rate notes offered at prices we considered
attractive.

Q: What's your strategy for coming months?

A: We expect to maintain a maturity range similar to our current positioning and
 invest primarily in U.S. commercial paper.

Past performance is no guarantee of future results. Total return performance
includes reinvestment of income. An investment in the Fund is neither insured
nor guaranteed by the Federal Deposit Insurance Corp. (FDIC) or any other
government agency. Although the Fund seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by investing in the
Fund. According to Lipper, Inc., a monitor of mutual fund performance, the
median total returns for the Fund's money market fund peer group for the one-,
five-year, and life of fund periods ended Dec. 31, 1998, were 5.10%, 4.92% and
5.17%, respectively. 

Performance numbers reflect all fund expenses, but do not include any insurance
charges imposed by your insurance company's separate accounts. If performance 
information included the effect of these additional amounts, it would be lower.



<PAGE>
- -------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT

The Board of Trustees and Shareholders
of SteinRoe Variable Investment Trust:

We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Stein Roe Special Venture Fund, Variable Series;
Stein Roe Growth, Stock Fund, Variable Series; Stein Roe Balanced Fund, Variable
Series; Stein Roe Mortgage Securities Fund, Variable Series; Stein Roe Money
Market Fund, Variable Series, all constituent funds of SteinRoe Variable
Investment Trust, as of December 31, 1998, and the related statements of
operations for the year then ended, the statements of changes in net assets for
each of the two years in the period then ended, and the financial highlights for
each of the periods presented. These financial statements and financial
highlights are the responsibility of the Trust's 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. 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
SteinRoe Variable Investment Trust as of December 31, 1998, the results of their
operations for the year then ended, the changes in their net assets for each of
the two years in the period then ended, and the financial highlights for each of
the periods presented, in conformity with generally accepted accounting
principles.



                                                                      KPMG LLP

Chicago, Illinois
February 12, 1999


<PAGE>
<TABLE>
- -------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
Stein Roe Special Venture Fund, Variable Series / December 31, 1998
- -------------------------------------------------------------------
<CAPTION>
                                                                                                   Market
                                                                            Shares                  Value
- ---------------------------------------------------------------------------------------------------------
COMMON STOCKS--(91.1%)
<S>                                                                       <C>                 <C>
Aerospace and Defense Equipment--(1.6%)
Alliant Techsystems (a)                                                     13,000            $ 1,071,688
Orbital Sciences (a)                                                        24,700              1,092,975
                                                                                              -----------
                                                                                                2,164,663
                                                                                              -----------
Apparel Manufacturers--(2.4%)
Columbia Sportswear (a)                                                    185,700              3,133,687
                                                                                              -----------


Banks and Savings & Loans--(4.4%)
Centura Banks                                                               18,100              1,346,187
Commerce Bancorp                                                            19,200              1,008,000
Cullen/Frost Bankers                                                        22,900              1,256,637
National Bancorp of Alaska                                                  64,800              2,187,000
                                                                                              -----------
                                                                                                5,797,824
                                                                                              -----------
Beverages--(0.9%)
Canandaigua Brands, class A (a)                                             20,000              1,156,250
                                                                                              -----------


Broadcasting and Media--(2.6%)
Metro Networks (a)                                                          81,400              3,469,675
                                                                                              -----------


Building--(1.6%)
D.R. Horton                                                                 53,500              1,230,500
Champion Enterprises (a)                                                    33,700                922,537
                                                                                              -----------
                                                                                                2,153,037
                                                                                              -----------
Business Services--(5.8%)
HA-LO Industries (a)                                                        37,100              1,395,887
Interim Services (a)                                                        93,000              2,173,875
Metamor Worldwide (a)                                                      136,000              3,400,000
Paychex                                                                     12,700                653,256
                                                                                              -----------
                                                                                                7,623,018
                                                                                              -----------
Circuits--(1.6%)
Vitesse Semiconductor (a)                                                   47,600              2,171,750
                                                                                              -----------


Commercial Services--(0.4%)
Iron Mountain (a)                                                           15,300                551,756
                                                                                              -----------


Communications Equipment and Services--(1.5%)
Inter-Tel                                                                   47,800              1,117,325
Uniphase (a)                                                                12,500                867,187
                                                                                              -----------
                                                                                                1,984,512
                                                                                              -----------


<PAGE>
<CAPTION>
                                                                                                   Market
                                                                            Shares                  Value
<S>                                                                        <C>                <C>
Computer Hardware, Software and Services--(11.4%)
BARRA (a)                                                                  127,700            $ 3,016,912
BISYS Group (a)                                                             17,500                903,437
HNC Software (a)                                                            12,200                493,337
Hyperion Solutions (a)                                                      27,500                495,000
Jack Henry & Associates                                                     17,000                845,750
Kronos (a)                                                                  20,900                926,131
Mercury Interactive (a)                                                     26,500              1,676,125
National Computer Systems                                                   35,000              1,295,000
National Instruments (a)                                                    14,800                505,050
Sapient (a)                                                                  8,500                476,000
SPSS (a)                                                                    34,900                658,738
Transacton Systems Architects,
   class A (a)                                                              18,400                920,000
VERITAS Software (a)                                                         7,400                443,538
Verity (a)                                                                  29,000                768,500
Whittman-Hart (a)                                                           56,700              1,566,338
                                                                                              -----------
                                                                                               14,989,856
                                                                                              -----------
Consulting Services--(1.0%)
Comdisco                                                                    32,200                543,375
Metzler Group (a)                                                           15,000                730,313
                                                                                              -----------
                                                                                                1,273,688
                                                                                              -----------
Cosmetics--(3.1%)
Nu Skin Enterprises, class A (a)                                           173,300              4,094,213
                                                                                              -----------


Data Processing and Management--(2.5%)
Acxiom (a)                                                                  29,800                923,800
American Management Systems (a)                                             40,800              1,632,000
SEI Investments                                                              7,700                765,188
                                                                                              -----------
                                                                                                3,320,988
                                                                                              -----------
Diversified Operations--(2.2%)
SPS Technologies (a)                                                        20,000              1,132,500
Triarc Companies (a)                                                       114,000              1,824,000
                                                                                              -----------
                                                                                                2,956,500
                                                                                              -----------
Electronic Components--(3.7%)
Burr-Brown (a)                                                              17,300                405,469
C-Cube Microsystems (a)                                                     38,300              1,038,887
CTS                                                                         22,900                996,150
Etec Systems (a)                                                             9,500                380,000
Gentex (a)                                                                  53,500              1,070,000
Novellus Systems (a)                                                        19,200                950,400
                                                                                              -----------
                                                                                                4,840,906
                                                                                              -----------
Fertilizers--(0.5%)
Scotts Co., class A (a)                                                     18,800                722,625
                                                                                              -----------

                       See Notes to Financial Statements.


<PAGE>
<CAPTION>
SCHEDULE OF INVESTMENTS                                                                            Market
(Continued)                                                                 Shares                  Value
<S>                                                                        <C>                 <C>
COMMON STOCKS (Continued)
Finance Services--(1.5%)
Heller Financial                                                            28,100             $  825,438
Jefferies Group                                                             22,800              1,131,450
                                                                                              -----------
                                                                                                1,956,888
                                                                                              -----------
Food Products--(1.5%)
Smithfield Foods (a)                                                        30,500              1,033,187
Whole Foods Market (a)                                                      18,900                914,288
                                                                                              -----------
                                                                                                1,947,475
                                                                                              -----------
Health Services and Equipment--(5.5%)
Express Scripts, class A (a)                                                23,200              1,557,300
Orthodontic Centers of America (a)                                          68,000              1,321,750
Renal Care Group (a)                                                        42,500              1,224,531
UroQuest Medical Corp. (a)                                                  36,200                 36,200
Xomed Surgical Products (a)                                                 95,850              3,067,200
                                                                                              -----------
                                                                                                7,206,981
                                                                                              -----------
Home Furnishings--(0.6%)
Ethan Allen Interiors                                                       18,800                770,800
                                                                                              -----------


Insurance--(1.1%)
Mutual Risk Management                                                      36,200              1,416,325
                                                                                              -----------


Internet--(0.3%)
Inktomi (a)                                                                  3,000                388,125
                                                                                              -----------


Machinery Tools and Products--(1.0%)
Applied Power, class A                                                      17,200                649,300
MotivePower Industries (a)                                                  21,600                695,250
                                                                                              -----------
                                                                                                1,344,550
                                                                                              -----------
Manufacturing Services--(0.8%)
Sanmina (a)                                                                 17,100              1,068,750
                                                                                              -----------


Marketing Services--(2.7%)
ADVO (a)                                                                    28,800                759,600
Catalina Marketing (a)                                                      41,100              2,810,213
                                                                                              -----------
                                                                                                3,569,813
                                                                                              -----------
Medical-Biomedical Genetics--(0.4%)
Liposome Company (a)                                                        30,800                475,475
                                                                                              -----------


Metals--(1.2%)
Stillwater Mining Company (a)                                               37,700              1,545,700
                                                                                              -----------


Miscellaneous Manufacturing--(1.4%)
AptarGroup                                                                  35,100                984,994
IDEXX Laboratories (a)                                                      32,300                869,072
                                                                                              -----------
                                                                                                1,854,066
                                                                                              -----------
Networking--(0.6%)
Xircom (a)                                                                  23,200                788,800
                                                                                              -----------


<PAGE>
<CAPTION>
                                                                                                   Market
                                                                            Shares                  Value
<S>                                                                       <C>                 <C>
Oil and Gas--(1.8%)
Barrett Resources (a)                                                       42,600            $ 1,022,400
Petroleum Geo-Services ADRs (a)                                             83,000              1,307,250
                                                                                              -----------
                                                                                                2,329,650
                                                                                              -----------
Pharmaceuticals--(2.3%)
Alpharma, class A                                                           18,700                660,344
Barr Laboratories (a)                                                       22,400              1,075,200
MedImmune (a)                                                               13,600              1,352,350
                                                                                              -----------
                                                                                                3,087,894
                                                                                              -----------
Printing Services--(0.9%)
Consolidated Graphics (a)                                                   18,100              1,222,881
                                                                                              -----------


Retail--(9.9%)
CEC Entertainment (a)                                                       18,200                505,050
CKE Restaurants                                                             27,060                796,579
Cheesecake Factory (a)                                                      29,100                862,997
Fastenal                                                                    75,000              3,300,000
Just For Feet (a)                                                           54,400                945,200
K-Swiss, class A                                                            31,900                857,312
Linens 'n Things (a)                                                        38,600              1,529,525
Men's Wearhouse (a)                                                         40,500              1,285,875
O'Reilly Automotive (a)                                                     11,600                548,100
Ruby Tuesday                                                                41,700                886,125
Williams-Sonoma (a)                                                         38,000              1,531,875
                                                                                              -----------
                                                                                               13,048,638
                                                                                              -----------
Research and Development--(0.4%)
PAREXEL International (a)                                                   23,600                590,000
                                                                                              -----------


Schools--(1.2%)
DeVry (a)                                                                   53,700              1,644,563
                                                                                              -----------


Scientific Instruments--(0.5%)
Dionex (a)                                                                  17,500                640,938
                                                                                              -----------


Supply Services--(0.8%)
G & K Services, class A                                                     20,000              1,065,000
                                                                                              -----------


Textiles--(0.8%)
Mohawk Industries (a)                                                       24,100              1,013,706
                                                                                              -----------


Therapeutics--(0.9%)
Biomatrix (a)                                                               20,900              1,217,425
                                                                                              -----------


Transportation--(1.1%)
COMAIR Holdings                                                             20,900                705,375
Polaris Industries                                                          17,200                674,025
                                                                                              -----------
                                                                                                1,379,400
                                                                                              -----------

                       See Notes to Financial Statements.


<PAGE>
<CAPTION>
SCHEDULE OF INVESTMENTS                                                                            Market
(Continued)                                                                 Shares                  Value
<S>                                                                        <C>               <C>
COMMON STOCKS (Continued)
Wholesale Distribution--(4.7%)
Brightpoint (a)                                                             62,500           $    859,375
Earthgrains                                                                 38,100              1,178,719
Henry Schein (a)                                                            24,800              1,109,800
School Specialty (a)                                                        37,000                790,875
U.S.A. Floral Products (a)                                                 200,000              2,300,000
                                                                                              -----------
                                                                                                6,238,769
                                                                                              -----------
Total Common Stocks
(Cost $106,270,683)                                                                           120,217,560
                                                                                              -----------


<PAGE>
<CAPTION>
                                                                         Principal                 Market
                                                                            Amount                  Value
<S>                                                                     <C>                  <C>
SHORT-TERM OBLIGATIONS--(9.3%)
Commercial Paper--(9.3%)
Associate Corp. of North America
   5.08%  1/4/99                                                        $7,250,000            $ 7,246,931
Enterprise Funding
   6.00% 1/4/99                                                          5,000,000              4,997,500
                                                                                              -----------
Total Short-Term Obligations
(Cost $12,244,431)                                                                             12,244,431
                                                                                              -----------
Total Investments--(100.4%)
(Cost $118,515,114) (b)                                                                        132,461,991
Other Assets, Less Liabilities--(-0.4%)                                                           (532,845)
                                                                                              ------------
Total Net Assets--(100.0%)                                                                    $131,929,146
                                                                                              ============

Notes to Portfolio of Investments
- --------------------------------------------------------------------------------
(a) Non-income producing security.
(b) At December 31, 1998, the cost of investments for financial reporting and 
    federal income tax purposes was identical. Net unrealized appreciation was
    $13,946,877, comprised of gross unrealized appreciation of $18,486,975 and
    gross unrealized depreciation of $4,540,098.

                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
Stein Roe Special Venture Fund, Variable Series / December 31, 1998
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S>                                                                                                      <C>
Assets:
Investments, at market value (identified cost $118,515,114) ................................             $ 132,461,991
Receivable for investments sold ........................................................                   237,542
Cash ...................................................................................                    55,334
Dividends receivable ...................................................................                    14,898
Receivable for fund shares sold ........................................................                     2,818
Other assets ...........................................................................                    14,955
                                                                                                       -------------
     Total assets ......................................................................               132,787,538
                                                                                                       -------------
Liabilities:
Payable for investments purchased ......................................................                   539,247
Payable for fund shares repurchased ....................................................                   164,014
Payable to investment adviser ..........................................................                    61,181
Accrued expenses payable ...............................................................                    93,950
                                                                                                       -------------
     Total liabilities .................................................................                   858,392
                                                                                                       -------------
Net assets .................................................................................             $ 131,929,146
                                                                                                       =============
Net assets represented by:
   Paid-in capital .........................................................................             $ 148,794,713
   Net unrealized appreciation on investments ..............................................                13,947,124
   Accumulated undistributed net investment income .........................................                      --
   Accumulated net realized losses on investments ..........................................               (30,812,691)
                                                                                                        -------------
Total net assets applicable to outstanding shares of beneficial interest ...................             $ 131,929,146
                                                                                                        =============
Shares of beneficial interest outstanding ..................................................                 9,688,006
                                                                                                        =============
Net asset value per share ..................................................................             $       13.62
                                                                                                        =============


<PAGE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1998
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                                                       <C>
Investment income:
Interest income ............................................................................              $    528,919
Dividends (net of foreign taxes withheld of $5,979) ........................................                   332,912
                                                                                                          ------------
     Total investment income ...............................................................                   861,831
                                                                                                          ------------
Expenses:
   Management fee ..........................................................................                   810,605
   Administrative fee ......................................................................                   243,182
   Audit and legal fees ....................................................................                    30,054
   Printing expense ........................................................................                    29,787
   Accounting fee ..........................................................................                    27,878
   Trustees' expense .......................................................................                    10,906
   Transfer agent fee ......................................................................                     7,500
   Miscellaneous expense ...................................................................                    54,335
                                                                                                          ------------
     Total expenses ........................................................................                 1,214,247
                                                                                                          ------------
Net investment loss ........................................................................                  (352,416)
Realized and unrealized gains (losses) on investments:
   Net realized loss on investments ........................................................               (30,757,173)
   Change in unrealized appreciation or depreciation on investments ........................                   239,589
                                                                                                          ------------
Net decrease in net assets resulting from operations .......................................              $(30,870,000)
                                                                                                          ============
                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
Stein Roe Special Venture Fund, Variable Series
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                          Years Ended December 31,
                                                                                         1998                 1997
                                                                                    -------------        --------------
<S>                                                                                 <C>                  <C>
Operations:
   Net investment income (loss) .............................................       $    (352,416)       $      84,501
   Net realized gains (losses) on investments ...............................         (30,757,173)          16,866,896
   Change in unrealized appreciation or depreciation on investments .........             239,589           (2,574,259)
                                                                                    -------------        -------------
Net increase (decrease) in net assets resulting from operations .............         (30,870,000)          14,377,138
                                                                                    -------------        -------------
Distributions declared from:
   Net investment income ....................................................             (51,000)            (265,000)
   Net realized gains on investments ........................................         (16,912,000)         (36,940,000)
                                                                                    -------------        -------------
Total distributions .........................................................         (16,963,000)         (37,205,000)
                                                                                    -------------        -------------
Fund share transactions:
   Proceeds from fund shares sold ...........................................          24,033,730           56,760,177
   Cost of fund shares repurchased ..........................................         (61,824,339)         (66,766,579)
   Distributions reinvested .................................................          16,963,000           37,205,000
                                                                                    -------------        -------------
Net increase (decrease) in net assets resulting from fund share 
  transactions ..............................................................         (20,827,609)          27,198,598
                                                                                    -------------        -------------
Total increase (decrease) in net assets .....................................         (68,660,609)           4,370,736
Net assets:
   Beginning of year ........................................................         200,589,755          196,219,019
                                                                                    -------------        -------------
   End of year ..............................................................       $ 131,929,146        $ 200,589,755
                                                                                    =============        =============
Accumulated undistributed net investment income included in 
  ending net assets .........................................................       $        --          $      50,834
                                                                                    =============        =============
Analysis of changes in shares of beneficial interest:
   Shares sold ..............................................................           1,645,338            3,128,771
   Shares repurchased .......................................................          (4,101,552)          (3,703,394)
   Distributions reinvested .................................................             998,996            2,256,218
                                                                                    -------------        -------------
Net increase (decrease) .....................................................          (1,457,218)           1,681,595
                                                                                    =============        =============

                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Stein Roe Special Venture Fund, Variable Series
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                       Years Ended December 31,
                                                   -----------------------------------------------------------------
                                                      1998          1997          1996         1995          1994
                                                   ---------    ---------     ---------     ---------    ---------
<S>                                                <C>          <C>           <C>           <C>          <C>
Per share operating performance:
Net asset value, beginning of year                 $   18.00    $   20.73     $   16.33     $   14.74    $   16.53
                                                   ---------    ---------     ---------     ---------    ---------
Net investment income (loss)                           (0.04)        0.01          0.04          0.04         0.06
Net realized and unrealized gains (losses) 
  on investments                                       (2.77)        1.25          4.36          1.69         0.09
                                                   ---------    ---------     ---------     ---------    ---------
Total from investment operations                       (2.81)        1.26          4.40          1.73         0.15
                                                   ---------    ---------     ---------     ---------    ---------
Less distributions:
   Dividends from net investment income                   --        (0.03)        --            (0.04)       (0.07)
   Distributions from net realized gains on 
      investments                                      (1.57)       (3.96)        --            (0.10)       (1.87)
                                                   ---------    ---------     ---------     ---------    ---------
Total distributions                                    (1.57)       (3.99)        --            (0.14)       (1.94)
                                                   ---------    ---------     ---------     ---------    ---------
Net asset value, end of year                       $   13.62     $  18.00     $   20.73     $   16.33    $   14.74
                                                   =========     ========     =========     =========    =========
Total return:
Total investment return                               (17.30)%       7.81%        26.94%        11.75%        1.19%(b)
Ratios/supplemental data:
Net assets, end of year (000's)                     $131,929     $200,590      $196,219      $143,248     $134,078
Ratio of expenses to average net assets                 0.75%        0.73%         0.75%         0.76%        0.80%(a)
Ratio of net investment income (loss) to average 
  net assets                                          (0.22)%       0.04%         0.20%         0.26%        0.44%(b)
Portfolio turnover ratio                                 103%          93%          100%          132%         144%

(a) These ratios were not materially affected by the reimbursement of certain
expenses by the investment adviser. (b) Computed giving effect to the investment
adviser's expense limitation undertaking.

                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- ----------------------------------------------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
Stein Roe Growth Stock Fund, Variable Series / December 31, 1998
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                      Market
                                                               Shares                  Value
<S>                                                         <C>                 <C>
COMMON STOCKS--(95.6%)
Banks--(2.2%)
BankAmerica                                                   100,000            $ 6,012,500
                                                                                ------------


Business Services--(2.8%)
Paychex                                                       150,000              7,715,625
                                                                                ------------


Computers and Computer Software--(15.5%)
Cisco Systems (a)                                             170,000             15,778,125
EMC (a)                                                       110,000              9,350,000
Intel                                                          60,000              7,113,750
Microsoft (a)                                                  70,000              9,708,125
                                                                                ------------
                                                                                  41,950,000
                                                                                ------------
Consumer Related--(5.4%)
Gillette                                                      135,000              6,522,188
Procter & Gamble                                               90,000              8,218,125
                                                                                ------------
                                                                                  14,740,313
                                                                                ------------
Drugs--(9.7%)
Eli Lilly & Company                                           100,000              8,887,500
Merck & Company                                                50,000              7,384,375
Pfizer                                                         80,000             10,035,000
                                                                                ------------
                                                                                  26,306,875
                                                                                ------------
Electrical Equipment--(3.8%)
General Electric                                              100,000             10,206,250
                                                                                ------------


Energy--(1.4%)
Schlumberger Limited                                           80,000              3,690,000
                                                                                ------------


Financial Services--(9.4%)
American Express                                               75,000              7,668,750
Citigroup                                                     150,000              7,425,000
Fannie Mae                                                    140,000             10,360,000
                                                                                ------------
                                                                                  25,453,750
                                                                                ------------
Food, Beverage and Tobacco--(2.2%)
Coca-Cola                                                      90,000              6,018,750
                                                                                ------------


Health Care--(2.8%)
Cardinal Health                                               100,000              7,587,500
                                                                                ------------


Insurance--(3.5%)
American International Group                                  100,000              9,662,500
                                                                                ------------


<PAGE>
<CAPTION>
                                                                                      Market
                                                               Shares                  Value
<S>                                                           <C>               <C>
Leisure and Entertainment--(6.2%)
Time Warner                                                   200,000           $ 12,412,500
Walt Disney                                                   150,000              4,500,000
                                                                                ------------
                                                                                  16,912,500
                                                                                ------------
Medical Supplies--(3.4%)
Medtronic                                                     125,000              9,281,250
                                                                                ------------


Retail--(9.2%)
Home Depot                                                    200,000             12,237,500
Kohl's (a)                                                    160,000              9,830,000
Walgreen Co.                                                   50,000              2,928,125
                                                                                ------------
                                                                                  24,995,625
                                                                                ------------
Rubber, Plastic and Related--(1.9%)
Illinois Tool Works                                            90,000              5,220,000
                                                                                ------------


Telecommunications--(16.2%)
LM Ericsson Telecommunications ADRs                           210,000              5,026,875
Lucent Technologies                                            90,000              9,900,000
Motorola                                                      125,000              7,632,812
Tellabs (a)                                                   130,000              8,913,125
MCI WorldCom (a)                                              175,000             12,556,250
                                                                                ------------
                                                                                  44,029,062
                                                                                ------------
Total Common Stocks
(Cost $111,082,021)                                                              259,782,500
                                                                                ------------
<CAPTION>
                                                            Principal
                                                              Amount
SHORT-TERM OBLIGATION--(4.4%)
Commercial Paper--(4.4%)
Associates Corp. of North America
   5.080% 1/4/99
   (Cost $11,934,945)                                     $11,940,000             11,934,945
                                                                                ------------


Total Investments--(100.0%)
(Cost $123,016,966) (b)                                                           271,717,445
Other Assets, less Liabilities--(0.0%)                                              (133,567)
                                                                                 ------------
Total Net Assets (100.0%)                                                        $271,583,878
                                                                                 ============

Notes to Portfolio of Investments
- -------------------------------------------------------------------------------
(a) Non-income producing security.
(b) At December 31, 1998, the cost of investments for federal income tax 
    purposes was $123,018,206. Net unrealized appreciation was $148,699,239,
    comprised of gross unrealized appreciation of $149,836,222 and gross
    unrealized depreciation of $1,136,983.

                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- ----------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
Stein Roe Growth Stock Fund, Variable Series / December 31, 1998
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S>                                                                                                        <C>
Assets:
Investments, at market value (identified cost $123,016,966) .................................              $271,717,445
Dividends receivable ........................................................................                   144,417
Receivable for fund shares sold .............................................................                    65,824
Cash ........................................................................................                    58,681
Other assets ................................................................................                    12,599
                                                                                                          ------------
     Total assets ...........................................................................               271,998,966
                                                                                                          ------------
Liabilities:
Payable for fund shares repurchased .........................................................                   244,520
Payable to investment adviser ...............................................................                   136,629
Accrued expenses payable ....................................................................                    33,939
                                                                                                         ------------
     Total liabilities ......................................................................                   415,088
                                                                                                         ------------
Net assets ..................................................................................              $271,583,878
                                                                                                         ============
Net assets represented by:
   Paid-in capital ..........................................................................              $114,312,846
   Net unrealized appreciation on investments ...............................................               148,700,739
   Accumulated net realized gains on investments ............................................                 8,081,725
   Accumulated undistributed net investment income ..........................................                   488,568
                                                                                                           ------------
Total net assets applicable to outstanding shares of beneficial interest ....................              $271,583,878
                                                                                                           ============
Shares of beneficial interest outstanding ...................................................                 6,238,558
                                                                                                           ============
Net asset value per share ...................................................................              $      43.53
                                                                                                           ============


<PAGE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                                     <C>
Investment income:
Dividends ..................................................................................................             $ 1,677,970
Interest income ............................................................................................                 449,624
                                                                                                                         -----------
     Total investment income ...............................................................................               2,127,594
                                                                                                                         -----------
Expenses:
   Management fee ..........................................................................................               1,177,442
   Administrative fee ......................................................................................                 353,233
   Accounting fee ..........................................................................................                  29,708
   Audit and legal fees ....................................................................................                  25,049
   Printing expense ........................................................................................                  24,864
   Trustees' expense .......................................................................................                  15,401
   Transfer agent fee ......................................................................................                   7,500
   Miscellaneous expense ...................................................................................                   5,177
                                                                                                                         -----------
     Total expenses ........................................................................................               1,638,374
                                                                                                                         -----------
Net investment income ......................................................................................                 489,220
Realized and unrealized gains on investments:
   Net realized gains on investments .......................................................................               8,083,201
   Change in unrealized appreciation or depreciation on investments ........................................              50,182,311
                                                                                                                         -----------
Net increase in net assets resulting from operations .......................................................             $58,754,732
                                                                                                                         ===========
                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
Stein Roe Growth Stock Fund, Variable Series
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                       Years Ended December 31,
                                                                                                      1998                 1997
<S>                                                                                              <C>                  <C>
Operations:
   Net investment income .................................................................       $     489,220        $     610,654
   Net realized gains on investments .....................................................           8,083,201           12,625,736
   Change in unrealized appreciation or depreciation on investments ......................          50,182,311           39,257,702
                                                                                                 -------------        -------------
Net increase in net assets resulting from operations .....................................          58,754,732           52,494,092
                                                                                                 -------------        -------------
Distributions declared from:
   Net investment income .................................................................            (590,000)            (710,000)
   Net realized gains on investments .....................................................         (12,603,000)          (7,500,000)
                                                                                                 -------------        -------------
Total distributions ......................................................................         (13,193,000)          (8,210,000)
                                                                                                 -------------        -------------
Fund share transactions:
   Proceeds from fund shares sold ........................................................          61,216,357           35,528,562
   Cost of fund shares repurchased .......................................................         (61,786,672)         (36,502,167)
   Distributions reinvested ..............................................................          13,193,000            8,210,000
                                                                                                 -------------        -------------
Net increase in net assets resulting from fund share transactions ........................          12,622,685            7,236,395
                                                                                                 -------------        -------------
Total increase in net assets .............................................................          58,184,418           51,520,487
Net assets:
   Beginning of year .....................................................................         213,399,461          161,878,974
                                                                                                 -------------        -------------
   End of year ...........................................................................       $ 271,583,878        $ 213,399,461
                                                                                                 =============        =============
Accumulated undistributed net investment income included in ending net assets ............       $     488,568        $     589,348
                                                                                                 =============        =============
Analysis of changes in shares of beneficial interest:
   Shares sold ...........................................................................           1,526,333            1,104,794
   Shares repurchased ....................................................................          (1,560,693)          (1,131,238)
   Distributions reinvested ..............................................................             366,676              274,215
                                                                                                 -------------        -------------
Net increase .............................................................................             332,316              247,771
                                                                                                 =============        =============
</TABLE>


<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Stein Roe Growth Stock Fund, Variable Series
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                       Years Ended December 31,
                                                                   -----------------------------------------------------------------
                                                                      1998          1997          1996         1995          1994
                                                                   ---------    ---------     ---------     ---------    ---------
<S>                                                                <C>          <C>           <C>           <C>          <C>
Per share operating performance:
Net asset value, beginning of year                                 $   36.13    $   28.61     $   23.59     $   18.11    $   20.65
                                                                   ---------    ---------     ---------     ---------    ---------
Net investment income                                                   0.08         0.10          0.13          0.15         0.15
Net realized and unrealized gains (losses)
   on investments                                                       9.54         8.84          4.89          6.68        (1.46)
                                                                   ---------    ---------     ---------     ---------    ---------
Total from investment operations                                        9.62         8.94          5.02          6.83        (1.31)
                                                                   ---------    ---------     ---------     ---------    ---------
Less distributions:
   Dividends from net investment income                                (0.10)       (0.12)           --         (0.15)       (0.17)
   Distributions from net realized gains on investments                (2.12)       (1.30)           --         (1.20)       (1.06)
                                                                   ---------    ---------     ---------     ---------    ---------
Total distributions                                                    (2.22)       (1.42)           --         (1.35)       (1.23)
                                                                   ---------    ---------     ---------     ---------    ---------
Net asset value, end of year                                       $   43.53    $   36.13     $   28.61     $   23.59    $   18.11
                                                                   =========    =========     =========     =========    =========
Total return:
Total investment return                                                27.91%       32.28%        21.28%        37.73%       (6.35)%
Ratios/supplemental data:
Net assets, end of year (000's)                                     $271,584     $213,399      $161,879      $136,834      $98,733
Ratio of expenses to average net assets                                 0.70%        0.71%         0.73%         0.74%        0.77%
Ratio of net investment income to average net assets                    0.21%        0.32%         0.49%         0.72%        0.75%
Portfolio turnover ratio                                                  40%          28%           35%           41%          72%

                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
Stein Roe Balanced Fund, Variable Series / December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                   Market
                                                                                  Shares            Value
<S>                                                                             <C>          <C>
COMMON STOCKS--(57.6%)
Automotive--(1.1%)
Ford Motor Company......................................                          70,000     $  4,108,125
                                                                                             ------------


Banks--(3.9%)
Banc One................................................                          53,000        2,706,312
BankAmerica.............................................                          54,000        3,246,786
Bayerische Vereinsbank..................................                          33,000        2,585,672
Royal Bank of Scotland Group............................                         225,000        3,620,012
U.S. Bancorp............................................                          60,000        2,130,000
                                                                                             ------------
                                                                                               14,288,782
                                                                                             ------------
Building and Construction--(1.3%)
Masco...................................................                          80,000        2,300,000
Royal Group Technologies Limited (a)....................                         100,000        2,231,250
                                                                                             ------------
                                                                                                4,531,250
                                                                                             ------------
Chemicals--(1.5%)
E.I. du Pont de Nemours.................................                          48,000        2,547,000
Monsanto................................................                          58,100        2,759,750
                                                                                             ------------
                                                                                                5,306,750
                                                                                             ------------
Commercial Services--(1.1%)
Unilever................................................                          47,000        3,898,062
                                                                                             ------------


Computers--(1.3%)
Microsoft (a)...........................................                          35,000        4,854,062
                                                                                             ------------


Drugs and Health Care--(7.6%)
Abbott Laboratories.....................................                          85,000        4,165,000
ALZA (a)................................................                          47,000        2,455,750
American Home Products..................................                          72,000        4,054,500
Bristol-Myers Squibb....................................                          34,000        4,549,625
Elan ADRs (a)...........................................                          41,000        2,852,062
Eli Lilly & Company.....................................                          55,000        4,888,125
Pfizer..................................................                          36,000        4,515,750
                                                                                             ------------
                                                                                               27,480,812
                                                                                             ------------
Electrical Equipment--(2.8%)
Emerson Electric........................................                          62,000        3,751,000
General Electric........................................                          50,000        5,103,125
Hubbell, class B........................................                          37,000        1,406,000
                                                                                             ------------
                                                                                               10,260,125
                                                                                             ------------
Electronics--(2.7%)
AMP.....................................................                          52,000        2,707,250
Intel...................................................                          35,000        4,149,687
Motorola................................................                          45,000        2,747,813
                                                                                             ------------
                                                                                                9,604,750
                                                                                             ------------


<PAGE>
<CAPTION>
                                                                                                   Market
                                                                                  Shares            Value
<S>                                                                             <C>          <C>
Financial Services--(3.7%)
Citigroup...............................................                          72,500     $  3,588,750
Freddie Mac.............................................                          73,000        4,703,938
Fannie Mae..............................................                          31,000        2,294,000
Heller Financial........................................                         101,000        2,966,875
                                                                                             ------------
                                                                                               13,553,563
                                                                                             ------------
Food, Beverage and Tobacco--(2.5%)
PepsiCo.................................................                          70,000        2,865,625
Philip Morris Companies.................................                          65,000        3,477,500
Sara Lee................................................                         100,000        2,818,750
                                                                                             ------------
                                                                                                9,161,875
                                                                                             ------------
Funeral Services--(0.7%)
Service Corporation International.......................                          70,000        2,664,375
                                                                                             ------------


Housewares--(0.3%)
Newell..................................................                          30,000        1,237,500
                                                                                             ------------

Index Depositary Receipts--(2.9%)
S&P 400 Depositary Receipts.............................                          50,000        3,646,875
S&P 500 Depositary Receipts.............................                          28,400        3,493,200
World Equity Benchmark Shares (WEBS)
   Japan Index Series...................................                         310,000        3,177,500
                                                                                             ------------
                                                                                               10,317,575
                                                                                             ------------
Insurance--(0.8%)
American International Group............................                          30,000        2,898,750
                                                                                             ------------

Medical Technology--(1.7%)
IMS Health..............................................                          41,000        3,092,937
Medtronic...............................................                          41,000        3,044,250
                                                                                             ------------
                                                                                                6,137,187
                                                                                             ------------
Networking Products--(1.7%)
Cisco Systems (a).......................................                          67,000        6,218,438
                                                                                             ------------

Oil and Gas--(1.7%)
British Petroleum ADRs (a)..............................                          31,000        2,778,375
Conoco (a)..............................................                          35,600          743,150
Mobil...................................................                          30,000        2,613,750
                                                                                             ------------
                                                                                                6,135,275
                                                                                             ------------
Radio and Television--(2.0%)
Clear Channel Communications (a)........................                          50,000        2,725,000
Comcast.................................................                          55,000        3,227,812
Infinity Broadcasting (a)...............................                          43,300        1,185,338
                                                                                             ------------
                                                                                                7,138,150
                                                                                             ------------


<PAGE>
<CAPTION>
SCHEDULE OF INVESTMENTS                                                                            Market
(Continued)                                                                       Shares            Value
<S>                                                                              <C>         <C>
COMMON STOCKS (Continued)
Real Estate--(1.2%)
Equity Residential Properties Trust.....................                          48,000     $  1,941,000
Reckson Associates Realty Corporation...................                         103,800        2,303,063
                                                                                             ------------
                                                                                                4,244,063
                                                                                             ------------
Retail--(4.5%)
Home Depot..............................................                          95,000        5,812,813
Kohl's (a)..............................................                          52,000        3,194,750
Saks (a)................................................                          54,000        1,704,375
Wal-Mart Stores.........................................                          70,000        5,700,625
                                                                                             ------------
                                                                                               16,412,563
                                                                                             ------------
Telecommunications--(7.5%)
AirTouch Communications (a).............................                          65,000        4,688,125
Ameritech...............................................                          86,000        5,450,250
Lucent Technologies.....................................                          35,000        3,850,000
MCI WorldCom (a)........................................                          75,000        5,381,250
Telebras ADRs...........................................                          25,000        1,817,187
Tele-Communications, Inc. (a)...........................                          55,000        3,042,188
Tellabs (a).............................................                          40,000        2,742,500
                                                                                             ------------
                                                                                               26,971,500
                                                                                             ------------
Utilities--(2.3%)
Endesa ADRs.............................................                         100,000        2,700,000
Enron...................................................                          42,000        2,396,625
Kinder Morgan Energy Partners, L.P......................                          92,409        3,349,826
                                                                                             ------------
                                                                                                8,446,451
                                                                                             ------------
Water Treatment Systems--(0.8%)
U.S. Filter (a).........................................                         130,000        2,973,750
                                                                                             ------------
Total Common Stocks
(Cost $145,506,064).....................................                                      208,843,733
                                                                                             ------------
<CAPTION>
                                                                                     Par
                                                                                   Value
<S>                                                                           <C>            <C>
LONG-TERM OBLIGATIONS--(36.8%)
Aerospace and Defense--(0.5%)
Raytheon
   6.150% 11/1/08.......................................                      $1,750,000        1,791,037
                                                                                             ------------


Air Transportation--(0.7%)
Federal Express 1994
   Pass-Through Certificates
   Series A1 7.530% 9/23/06.............................                       1,575,000        1,677,343
United Airlines 1991
   Pass-Through Certificates
   Series A1 9.200% 3/22/08.............................                         642,141          741,531
                                                                                             ------------
                                                                                                2,418,874
                                                                                             ------------


<PAGE>
<CAPTION>
                                                                                     Par           Market
                                                                                   Value            Value
<S>                                                                           <C>            <C>
Asset-Backed Securities--(0.6%)
American Mortgage Trust Series 1993-3
   Class 3B 8.190% 9/27/22..............................                      $1,760,646     $  1,746,156
Greentree Home Improvement
   Loan Trust Series 1994-A Class A
   7.050%  3/15/14......................................                         471,717          485,048
                                                                                             ------------
                                                                                                2,231,204
                                                                                             ------------
Banks--(1.9%)
Den Danske Bank
   6.550% 9/15/03.......................................                       2,250,000        2,327,850
Deutsche Ausgleichsbank
   7.000% 9/24/01.......................................                       2,250,000        2,345,895
First Chicago NBD
   6.125% 2/15/06.......................................                       2,250,000        2,288,228
                                                                                             ------------
                                                                                                6,961,973
                                                                                             ------------
Construction and Housing--(0.7%)
Hanson Overseas 6.750% 9/15/05..........................                       2,500,000        2,617,375
                                                                                             ------------


Extractive-Energy--(0.8%)
BOC Group 5.875% 1/29/01................................                       2,750,000        2,795,567
                                                                                             ------------


Financial--(3.5%)
Associates Corp. of North America
   7.500% 4/15/02.......................................                       4,000,000        4,240,280
   6.950% 11/1/18.......................................                       2,350,000        2,496,593
Lehman Brothers Commercial Conduit
   Mortgage Trust Series 1998-C4
   Class A1B
   6.210% 10/15/08......................................                       1,250,000        1,271,100
Household Finance
   5.875% 11/1/02.......................................                       2,500,000        2,498,800
Transamerica Finance
   6.125% 11/1/01.......................................                       2,000,000        2,014,180
                                                                                             ------------
                                                                                               12,520,953
                                                                                             ------------
Industrial--(1.3%)
Safeway
   5.750% 11/15/00......................................                       1,500,000        1,500,090
USX
   6.850% 3/1/08........................................                       3,000,000        3,027,660
                                                                                             ------------
                                                                                                4,527,750
                                                                                             ------------
Insurance--(0.8%)
Prudential Insurance
   7.650% 7/1/07........................................                       2,500,000        2,751,675
                                                                                             ------------


Telecommunications--(0.7%)
U.S. West Capital Funding
   6.250% 7/15/05.......................................                       2,500,000        2,589,075
                                                                                             ------------


<PAGE>
<CAPTION>
SCHEDULE OF INVESTMENTS                                                              Par           Market
(Continued)                                                                        Value            Value
<S>                                                                           <C>            <C>
LONG-TERM OBLIGATIONS (Continued)
U.S. Government and Agency Obligations--(24.6%)
FHLMC Gold
   6.500% 12/1/10.......................................                      $  734,968     $    745,993
   6.500% 5/1/11........................................                         674,857          684,980
   6.500% 6/1/11........................................                       4,634,480        4,703,384
   12.000% 7/1/20.......................................                         892,447        1,018,782
   6.500% 3/1/26........................................                       3,141,908        3,164,498
   6.500% 6/1/26........................................                       2,095,128        2,110,192
   6.500% 2/1/27........................................                         970,927          977,908
   6.500% 3/1/27........................................                       2,609,388        2,628,150
   6.500% 4/1/27........................................                         913,353          919,920
   6.500% 9/15/28.......................................                       2,583,484        2,601,258
   7.000% 10/15/28......................................                       2,499,658        2,549,652
FNMA Medium-Term Note
   5.980% 11/12/02......................................                       3,100,000        3,203,292
GNMA
   6.625% 7/20/25.......................................                         518,302          523,915
   8.000% 3/15/26.......................................                       3,376,995        3,509,981
   6.000% 12/15/28......................................                       5,047,942        5,002,208
U.S. Treasury Bonds
   6.500% 8/15/05.......................................                       4,000,000        4,395,360
   7.250% 5/15/16.......................................                       5,500,000        6,662,810
   7.875% 2/15/21.......................................                       4,500,000        5,920,065
   7.125% 2/15/23.......................................                       4,150,000        5,114,585
U.S. Treasury Notes
   6.750% 4/30/00.......................................                         400,000          410,516
   6.375% 5/15/00.......................................                       8,200,000        8,384,172
   7.875% 8/15/01.......................................                         500,000          539,605
   6.250% 2/15/03.......................................                       5,250,000        5,553,923
   5.750% 8/15/03.......................................                       8,000,000        8,356,160
   6.500% 10/15/06......................................                       8,100,000        8,985,087
                                                                                             ------------
                                                                                               88,666,396
                                                                                             ------------
Utilities--(0.7%)
National Rural Utilities
   5.000% 10/1/02.......................................                       2,750,000        2,709,822
                                                                                             ------------

Total Long-Term Obligations
(Cost $126,666,796).....................................                                      132,581,701
                                                                                             ------------


<PAGE>
<CAPTION>
                                                                                     Par           Market
                                                                                   Value            Value
<S>                                                                          <C>            <C>
SHORT-TERM OBLIGATIONS
Commercial Paper--(5.1%)
Countrywide Home Loans
   5.100% 1/4/99
   (Cost $18,572,104)...................................                     $18,580,000    $  18,572,104
                                                                                             ------------
Total Investments--(99.5%)
(Cost $290,744,964) (b).................................                                      359,997,538
Other Assets, Less Liabilities--(0.5%)...................                                       1,825,594
                                                                                             ------------
Total Net Assets--(100.0%)...............................                                    $361,823,132
                                                                                             ============


Notes to Portfolio of Investments
- --------------------------------------------------------------------------------

(a) Non-income producing security.
(b) At December 31, 1998, the cost of investments for federal income tax
    purposes was $290,975,842. Net unrealized appreciation was $69,021,696,
    comprised of gross unrealized appreciation of $71,786,107 and gross
    unrealized depreciation of $2,764,411.
</TABLE>


<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
Stein Roe Balanced Fund, Variable Series / December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                                     <C>
Assets:
Investments, at market value (identified cost $290,744,964) ..............................................              $359,997,538
Dividends and interest receivable ........................................................................                 2,347,698
Receivable for fund shares sold ..........................................................................                   225,307
Other assets .............................................................................................                    29,043
                                                                                                                        ------------
     Total assets ........................................................................................               362,599,586
                                                                                                                        ------------
Liabilities:
Payable for fund shares repurchased ......................................................................                   509,295
Payable to investment adviser ............................................................................                   160,651
Accrued expenses payable .................................................................................                   106,508
                                                                                                                        ------------
     Total liabilities ...................................................................................                   776,454
                                                                                                                        ------------
Net assets ...............................................................................................              $361,823,132
                                                                                                                        ============
Net assets represented by:
   Paid-in capital .......................................................................................              $263,669,853
   Net unrealized appreciation on investments and foreign currencies .....................................                69,251,883
   Accumulated net realized gains on investments .........................................................                18,823,070
   Accumulated undistributed net investment income .......................................................                10,078,326
                                                                                                                        ------------
Total net assets applicable to outstanding shares of beneficial interest .................................              $361,823,132
                                                                                                                        ============
Shares of beneficial interest outstanding ................................................................                21,108,511
                                                                                                                        ============
Net asset value per share ................................................................................              $      17.14
                                                                                                                        ============


<PAGE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                                      <C>
Investment income:
Interest income ............................................................................................             $ 9,592,416
Dividend income (net of foreign taxes withheld of $56,253) .................................................               2,608,562
                                                                                                                         -----------
     Total investment income ...............................................................................              12,200,978
                                                                                                                         -----------
Expenses:
   Management fee ..........................................................................................               1,503,385
   Administrative fee ......................................................................................                 495,128
   Printing expense ........................................................................................                  33,098
   Accounting fee ..........................................................................................                  31,664
   Audit and legal fees ....................................................................................                  22,861
   Trustees' expense .......................................................................................                  20,730
   Transfer agent fee ......................................................................................                   7,500
   Miscellaneous expense ...................................................................................                  72,347
                                                                                                                         -----------
     Total expenses ........................................................................................               2,186,713
                                                                                                                         -----------
Net investment income ......................................................................................              10,014,265
Realized and unrealized gains on investments:
   Net realized gains on investments .......................................................................              18,531,725
   Net realized gains on foreign currency transactions .....................................................                  65,350
   Change in unrealized appreciation or depreciation on investments
     and foreign currency translations .....................................................................              11,666,861
                                                                                                                         -----------
Net increase in net assets resulting from operations .......................................................             $40,278,201
                                                                                                                         ===========

                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
Stein Roe Balanced Fund, Variable Series
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                        Years Ended December 31,
                                                                                                      1998                 1997
                                                                                                 -------------        -------------
<S>                                                                                              <C>                  <C>
Operations:
   Net investment income .................................................................       $  10,014,265        $  10,232,534
   Net realized gains on investments and foreign currency transactions ...................          18,597,075           21,484,426
   Change in unrealized appreciation or depreciation on investments
     and foreign currency translations ...................................................          11,666,861           17,140,868
                                                                                                 -------------        -------------
Net increase in net assets resulting from operations .....................................          40,278,201           48,857,828
                                                                                                 -------------        -------------
Distributions declared from:
   Net investment income .................................................................          (9,760,000)         (10,262,000)
   Net realized gains on investments .....................................................         (21,501,000)         (25,340,000)
                                                                                                 -------------        -------------
Total distributions ......................................................................         (31,261,000)         (35,602,000)
                                                                                                 -------------        -------------
Fund share transactions:
   Proceeds from fund shares sold ........................................................          56,464,510           30,523,814
   Cost of fund shares repurchased .......................................................         (59,952,201)         (53,533,240)
   Distributions reinvested ..............................................................          31,261,000           35,602,000
                                                                                                 -------------        -------------
Net increase in net assets resulting from fund share transactions ........................          27,773,309           12,592,574
                                                                                                 -------------        -------------
Total increase in net assets .............................................................          36,790,510           25,848,402
Net assets:
   Beginning of year .....................................................................         325,032,622          299,184,220
                                                                                                 -------------        -------------
   End of year ...........................................................................       $ 361,823,132        $ 325,032,622
                                                                                                 =============        =============
Accumulated undistributed net investment income included in ending net assets ............       $  10,111,932        $   9,886,114
                                                                                                 =============        =============
Analysis of changes in shares of beneficial interest:
   Shares sold ...........................................................................           3,429,829            1,916,696
   Shares repurchased ....................................................................          (3,644,905)          (3,350,160)
   Distributions reinvested ..............................................................           1,989,880            2,387,734
                                                                                                 -------------        -------------
Net increase .............................................................................           1,774,804              954,270
                                                                                                 =============        =============

                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Stein Roe Balanced Fund, Variable Series
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                    Years Ended December 31,
                                                                -----------------------------------------------------------------
                                                                   1998          1997          1996         1995          1994
                                                                ---------    ---------     ---------     ---------    ---------
<S>                                                             <C>          <C>           <C>           <C>          <C>
Per share operating performance:
Net asset value, beginning of year                              $   16.81    $   16.28     $   14.08     $   12.18    $   13.11
                                                                ---------    ---------     ---------     ---------    ---------
Net investment income                                                0.48         0.53          0.57          0.48         0.51
Net realized and unrealized gains (losses) on investments            1.48         1.96          1.63          2.61        (0.93)
                                                                ---------    ---------     ---------     ---------    ---------
Total from investment operations                                     1.96         2.49          2.20          3.09        (0.42)
                                                                ---------    ---------     ---------     ---------    ---------
Less distributions:
   Dividends from net investment income                             (0.51)       (0.56)        --            (0.48)       (0.51)
   Distributions from net realized gains on investments             (1.12)       (1.40)        --            (0.71)          --
                                                                ---------    ---------     ---------     ---------    ---------
Total distributions                                                 (1.63)       (1.96)        --            (1.19)       (0.51)
                                                                ---------    ---------     ---------     ---------    ---------
Net asset value, end of year                                    $   17.14    $   16.81     $   16.28     $   14.08    $   12.18
                                                                =========    =========     =========     =========    =========
Total return:
Total investment return                                             12.54%       16.82%        15.63%        25.43%        (3.19)%
Ratios/supplemental data:
Net assets, end of year (000's)                                  $361,823     $325,033      $299,184      $277,014     $196,278
Ratio of expenses to average net assets                              0.65%        0.66%         0.67%         0.66%        0.68%
Ratio of net investment income to average net assets                 3.00%        3.18%         3.68%         3.12%        4.01%
Portfolio turnover ratio (a)                                           61%          44%           76%           66%          71%

(a) Portfolio turnover includes dollar roll transactions.

                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- ---------------------------------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
Stein Roe Mortgage Securities Fund, Variable Series / December 31, 1998
- ---------------------------------------------------------------------------------------------------------
                                                                               Par                 Market
                                                                             Value                  Value
<S>                                                                     <C>                    <C>
ASSET-BACKED SECURITIES--(16.1%)
Amresco Residential Securities Mortgage
   Loan Trust Series 1996-3 Class A5
   7.550% 2/25/23                                                       $1,135,000             $1,156,974
Asset Securitization Corporation
   Series 1997-D5 Class A1C
   6.750% 2/14/41                                                        1,375,000              1,426,989
ContiMortgage Home Equity Loan
   Trust Series 1997-1 Class M1
   7.420% 3/15/28                                                        1,250,000              1,290,463
Delta Funding Home Equity Loan Trust
   Series 1998-2 Class A6F
   6.370% 7/15/28                                                        1,000,000                993,750
First Boston Home Equity Loan
   Pass-Through Certificates Series
   1993-H1, Class A-IO
   (effective yield 12.820%) 9/28/13                                     2,692,909                105,185
First Plus Home Loan Trust Series 1996-3
   Class A3 7.050% 11/20/08                                              1,000,000              1,000,860
Green Tree Financial Corporation
   Series 1997-6 Class A8
   7.070% 1/15/29                                                        1,451,961              1,542,432
Green Tree Home Improvement Loan
   Trust Series 1994-A Class A
   7.050% 3/15/14                                                          353,788                363,786
IMC Home Equity Loan Trust
   Series 1997-3 Class M2
   7.550% 8/20/28                                                        1,000,000              1,006,390
Lehman Brothers Commercial
   Conduit Mortgage Trust
   Series 1998-C4 Class A1B
   6.210% 10/15/08                                                       1,800,000              1,830,384
Mego Mortgage Home Loan Trust
   Series 1997-3 Class M1
   7.500% 8/25/23                                                        1,500,000              1,503,750
Mid-State Trust Series 6 Class A1
   7.340% 7/01/35                                                        1,992,715              2,038,369
UCFC Home Equity Loan
   Series 1997-C Class A7
   6.875% 1/15/29                                                        1,275,000              1,302,923
                                                                                               ----------
Total Asset-Backed Securities
(Cost $15,363,678)                                                                             15,562,255
                                                                                               ----------

MORTGAGE-BACKED SECURITIES--(8.8%)
American Mortgage Trust Series 1993-3
   Class 3B 8.190% 9/27/22                                                 665,134                659,659
Citicorp Mortgage Securities
   Series 1987-10 Class A1
   10.000% 7/1/17                                                           98,745                103,317


<PAGE>
<CAPTION>
                                                                               Par                 Market
                                                                             Value                  Value
<S>                                                                    <C>                    <C>
MORTGAGE-BACKED SECURITIES (Continued)
Comfed Savings Bank ARM
   Series 1987-1 Class A
   7.550% 1/1/18                                                       $   104,653            $    91,048
Glendale Federal Bank Series 1978-A
   9.125% 1/25/08                                                           17,949                 19,126
Imperial Savings Association ARM
   Series 1987-4 Class A
   8.826% 7/25/17                                                           20,143                 21,161
Merrill Lynch Mortgage Investors
   Series 1995-C3 Class A3 ARM
        7.088% 12/26/25                                                  2,000,000              2,106,740
   Series 1987-A ARM
        5.890% 11/15/26                                                     66,588                 67,821
Merrill Lynch Trust Series 20 Class D
   8.000% 12/20/18                                                         829,520                847,554
Nomura Asset Securities Corporation
   Series 1996-MD5 Class A1B
   7.120% 4/13/36                                                        1,000,000              1,064,470
Residential Funding Mortgage Securities
   Series 1998-HI2 Class A3
   6.330% 11/25/14                                                       1,000,000              1,008,170
Residential Asset Securities Corporation
   Series 1998-KS2 Class AI1
   6.775% 7/25/29                                                          762,797                761,958
Sears Mortgage Securities Series 1987-A
   6.500% 3/25/17                                                            4,755                  4,797
Structured Asset Securities Corporation
   Series 1996-CFL Class X1-IO
        (effective yield 12.960%) 2/25/28                                8,515,721                468,365
   Series 1996-CFL Class C
        6.525% 2/25/28                                                   1,242,500              1,249,098
                                                                                               ----------
Total Mortgage-Backed Securities
(Cost $8,227,551)                                                                               8,473,284
                                                                                               ----------

CORPORATE SECURITIES--(6.0%)
GMAC Euro 6.750% 7/10/02                                                 1,000,000              1,030,430
National Power 7.125% 7/11/01                                            1,500,000              1,570,785
Noram Energy 6.500% 2/1/08                                               1,500,000              1,529,550
Zurich Capital Trust I 8.376% 6/1/37 (a)                                 1,450,000              1,662,643
                                                                                               ----------
Total Corporate Securities
(Cost $5,450,765)                                                                               5,793,408
                                                                                               ----------

                       See Notes to Financial Statements.


<PAGE>
<CAPTION>
SCHEDULE OF INVESTMENTS                                                        Par                 Market
(Continued)                                                                  Value                  Value
FHLMC CERTIFICATES--(10.2%)
8.500% 5/1/06 Gold                                                     $    81,949            $    84,587
6.500% 6/1/08                                                               18,503                 18,769
6.500% various due dates to
   6/1/09 Gold                                                           1,486,243              1,507,616
10.750% 11/1/09                                                            165,059                179,812
12.000% 7/1/13                                                              54,966                 62,060
11.250% various due dates to 11/1/15                                        58,794                 65,712
10.500% various due dates to 2/1/19                                        166,757                183,745
12.000% 7/1/20 Gold                                                        642,562                733,523
7.500% various due dates to
   5/1/24 Gold                                                           5,091,070              5,233,956
7.000% 1/1/26                                                            1,783,247              1,819,465
                                                                                               ----------
Total FHLMC Certificates
(Cost $9,556,159)                                                                               9,889,245
                                                                                               ----------

FNMA CERTIFICATES--(35.9%)
10.500% 2/1/01                                                              35,300                 35,984
12.250% 9/1/12 FHA/VA Guaranteed                                            71,032                 81,532
10.250% 2/1/16                                                             118,562                130,270
10.000% various due dates to 3/1/16                                        231,923                250,783
9.000% various due dates to 5/1/20                                         116,873                124,020
6.000% various due dates to 2/1/25                                      10,375,642             10,365,954
7.000% various due dates to 8/1/25                                       3,881,959              3,963,365
6.500% various due dates to 1/1/26                                      13,528,843             13,617,845
8.500% various due dates to 2/1/28                                       5,998,222              6,175,085
                                                                                               ----------
Total FNMA Certificates
(Cost $34,185,362)                                                                             34,744,838
                                                                                               ----------


GNMA CERTIFICATES--(16.9%)
8.000% various due dates to 7/15/08                                      4,744,349              4,925,877
11.500% various due dates to 5/15/13                                       397,410                451,307
8.500% 2/15/17                                                             169,234                181,292
10.000% various due dates to 11/15/19                                      453,947                496,931
9.000% various due dates to 1/15/20                                      1,291,964              1,390,595
9.500% various due dates to 8/15/22                                      1,257,035              1,359,676
7.000% 4/15/23                                                             438,506                448,645
6.625% 7/20/25                                                           1,036,604              1,047,830
6.500% various due dates to 3/15/28                                      5,924,731              5,983,225
                                                                                               ----------
Total GNMA Certificates
(Cost $16,112,702)                                                                             16,285,378
                                                                                               ----------

<CAPTION>
                                                                               Par                 Market
                                                                             Value                  Value
<S>                                                                     <C>                   <C>
REAL ESTATE MORTGAGE INVESTMENT
   CONDUITS--(0.8%)
FHLMC Series 11 Class C
   9.500% 4/15/19                                                       $   22,099            $    22,263
FNMA Series 1988-4 Class Z
   9.250% 3/25/18                                                          729,747                776,510
                                                                                               ----------
Total Real Estate Mortgage
Investment Conduits
(Cost $788,523)                                                                                   798,773
                                                                                               ----------


U.S. GOVERNMENT SECURITIES--(2.2%)
U.S. Treasury Bonds
   6.750% 8/15/26                                                          800,000                958,464
   6.375% 8/15/27                                                        1,000,000              1,149,600
                                                                                              -----------
Total U.S. Government Securities
(Cost $1,812,914)                                                                               2,108,064
                                                                                               ----------

SHORT-TERM OBLIGATIONS--(2.0%)
Commercial Paper--(2.0%)
Associates Corp. of North America
   5.080% 1/4/99
   (Cost $1,929,183)                                                     1,930,000              1,929,183
                                                                                              -----------
Total Investments--(98.9%)
  (Cost $93,426,837) (b)                                                                       95,584,428
Other Assets, Less Liabilities--(1.1%)                                                          1,108,106
                                                                                               ----------
Total Net Assets--(100.0%)                                                                    $96,692,534
                                                                                              ===========


Notes to Portfolio of Investments
- --------------------------------------------------------------------------------

(a)Private placement security. These securities generally are issued to
   institutional investors, such as the Fund, who agree that they are 
   purchasing the securities for investment and not for public distribution. 
   Any resale must be in an exempt transaction, normally to other institutional 
   investors.  At December 31, 1999, the value of the Fund's restricted 
   security was $1,662,643 (cost of $1,450,000) which represented 1.7% of net 
   assets. This security is not deemed to be illiquid.

(b)At December 31, 1998, the cost of investments for financial reporting and
   federal income tax purposes was identical. Net unrealized appreciation was
   $2,157,591, comprised of gross unrealized appreciation of $2,418,644 and
   gross unrealized depreciation of $261,053.

                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
Stein Roe Mortgage Securities Fund, Variable Series / December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                                    <C>
Assets:
Investments, at market value (identified cost $93,426,837) ..............................................              $ 95,584,428
Interest receivable .....................................................................................                   671,072
Receivable for fund shares sold .........................................................................                   602,857
Cash ....................................................................................................                    36,091
Other assets ............................................................................................                     8,576
                                                                                                                       ------------
     Total assets .......................................................................................                96,903,024
                                                                                                                       ------------
Liabilities:
Payable for fund shares repurchased .....................................................................                    94,610
Payable to investment adviser ...........................................................................                    45,426
Accrued expenses payable ................................................................................                    70,454
                                                                                                                       ------------
     Total liabilities ..................................................................................                   210,490
                                                                                                                       ------------
Net assets ..............................................................................................              $ 96,692,534
                                                                                                                       ============
Net assets represented by:
   Paid-in capital ......................................................................................              $ 92,323,491
   Accumulated undistributed net investment income ......................................................                 5,059,907
   Net unrealized appreciation on investments ...........................................................                 2,157,591
   Accumulated net realized losses on investments .......................................................                (2,848,455)
                                                                                                                       ------------
Total net assets applicable to outstanding shares of beneficial interest ................................              $ 96,692,534
                                                                                                                       ============
Shares of beneficial interest outstanding ...............................................................                 8,963,610
                                                                                                                       ============
Net asset value per share ...............................................................................              $      10.79
                                                                                                                       ============

                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S>                                                                                                                       <C>
Investment income:
Interest income .............................................................................................             $5,576,038
                                                                                                                          ----------
Expenses:
   Management fee ...........................................................................................                337,593
   Administrative fee .......................................................................................                126,597
   Audit and legal fees .....................................................................................                 28,458
   Accounting fee ...........................................................................................                 25,924
   Printing expense .........................................................................................                 16,593
   Trustees' expense ........................................................................................                  9,874
   Transfer agent fee .......................................................................................                  7,500
   Miscellaneous expense ....................................................................................                 38,236
                                                                                                                          ----------
     Total expenses .........................................................................................                590,775
                                                                                                                          ----------
Net investment income .......................................................................................              4,985,263
Realized and unrealized gains on investments:
   Net realized gains on investments ........................................................................                252,574
   Change in unrealized appreciation or depreciation on investments .........................................                272,011
                                                                                                                          ----------
Net increase in net assets resulting from operations ........................................................             $5,509,848
                                                                                                                          ==========

                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
Stein Roe Mortgage Securities Fund, Variable Series
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                       Years Ended December 31,
                                                                                                      1998                 1997
                                                                                                  ------------         ------------
<S>                                                                                                <C>                 <C>
Operations:
   Net investment income ...................................................................       $  4,985,263        $  4,890,904
   Net realized gains on investments .......................................................            252,574               3,468
   Change in unrealized appreciation or depreciation on investments ........................            272,011           1,494,843
                                                                                                   ------------        ------------
Net increase in net assets resulting from operations .......................................          5,509,848           6,389,215
                                                                                                   ------------        ------------
Distributions declared from:
   Net investment income ...................................................................         (4,580,000)               --
                                                                                                   ------------        ------------
Fund share transactions:
   Proceeds from fund shares sold ..........................................................         29,203,191           9,622,128
   Cost of fund shares repurchased .........................................................        (15,193,948)        (14,847,051)
   Distributions reinvested ................................................................          4,580,000                --
                                                                                                   ------------        ------------
Net increase (decrease) in net assets resulting from fund share transactions ...............         18,589,243          (5,224,923)
                                                                                                   ------------        ------------
Total increase in net assets ...............................................................         19,519,091           1,164,292
Net assets:
   Beginning of year .......................................................................         77,173,443          76,009,151
                                                                                                   ------------        ------------
   End of year .............................................................................       $ 96,692,534        $ 77,173,443
                                                                                                   ============        ============
Accumulated undistributed net investment income included in ending net assets ..............       $  5,059,907        $  4,579,680
                                                                                                   ============        ============
Analysis of changes in shares of beneficial interest:
   Shares sold .............................................................................          2,745,216             929,462
   Shares repurchased ......................................................................         (1,424,260)         (1,459,037)
   Distributions reinvested ................................................................            448,138                --
                                                                                                   ------------        ------------
Net increase (decrease) ....................................................................          1,769,094            (529,575)
                                                                                                   ============        ============

                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Stein Roe Mortgage Securities Fund, Variable Series
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                 Years Ended December 31,
                                                            -----------------------------------------------------------------
                                                               1998         1997          1996          1995          1994
                                                             --------     --------     ---------      --------     --------
<S>                                                          <C>          <C>          <C>            <C>          <C>
Per share operating performance:
Net asset value, beginning of year                           $  10.73     $   9.84     $   10.16      $   9.28     $  10.17
                                                             --------     --------     ---------      --------     --------
Net investment income                                            0.55         0.68          0.78          0.57         0.73
Net realized and unrealized gains (losses)
   on investments                                                0.14         0.21         (0.30)         0.89        (0.89)
                                                             --------     --------     ---------      --------     --------
Total from investment operations                                 0.69         0.89          0.48          1.46        (0.16)
                                                             --------     --------     ---------      --------     --------
Less distributions:
   Dividends from net investment income                         (0.63)          --         (0.80)        (0.58)       (0.73)
   Distributions from net realized gains on investments            --           --            --            --           --
                                                             --------     --------     ---------      --------     --------
Total distributions                                             (0.63)          --         (0.80)        (0.58)       (0.73)
                                                             --------     --------     ---------      --------     --------
Net asset value, end of year                                 $  10.79     $  10.73     $    9.84      $  10.16     $   9.28
                                                             ========     ========     =========      ========     ========
Total return:
Total investment return                                          6.80%        9.04%         4.70%        15.74%        (1.57)%(b)
Ratios/supplemental data:
Net assets, end of period (000's)                             $96,693      $77,173       $76,009      $101,778      $72,420
Ratio of expenses to average net assets                          0.70%        0.70%         0.70%(a)      0.69%        0.70%(a)
Ratio of net investment income to average net assets             5.91%        6.59%         6.71%(b)      6.76%        6.71%(b)
Portfolio turnover ratio (c)                                        8%          29%           72%          112%         241%


(a) If the Fund had paid all of its expenses and there had been no 
    reimbursement from the investment adviser, this ratio would have been 0.72% 
    and 0.71% for the years ended December 31, 1996 and 1994, respectively.
(b) Computed giving effect to the investment adviser's expense limitation 
    undertaking.
(c) Portfolio turnover includes dollar roll transactions.

                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
Stein Roe Money Market Fund, Variable Series / December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                               Par             Amortized
                                                                             Value                  Cost
<S>                                                                     <C>                  <C>
COMMERCIAL PAPER--(92.4%)
Auto Lending--(3.9%)
American Honda Finance
   5.334% 1/26/99                                                       $4,000,000           $ 3,985,278
                                                                                            ------------


Consulting Services--(3.6%)
CSC Enterprises (gtd. by Computer
   Sciences) 5.208% 2/9/99                                               3,700,000             3,679,357
                                                                                            ------------


Diversified Financial Services--(11.8%)
Associates Corp. of North America
   5.083% 1/4/99                                                         3,940,000             3,938,332
Finova Capital 5.539% 1/27/99                                            4,000,000             3,984,256
Merrill Lynch & Co. 5.512% 1/20/99                                       4,000,000             3,988,452
                                                                                            ------------
                                                                                              11,911,040
                                                                                            ------------
Diversified Manufacturing Operations--(4.5%)
Eaton Corp. 5.403% 1/28/99 (b)                                           4,545,000             4,526,695
                                                                                            ------------


Electric Integrated Utility--(3.0%)
Northern Indiana Public Service
   5.450% 1/21/99                                                        3,000,000             2,990,967
                                                                                            ------------


Leasing--(3.6%)
Enterprise Funding 5.863% 1/4/99 (b)                                     3,618,000             3,616,236
                                                                                            ------------

Miscellaneous Financial--(48.3%)
Asset Securitization Corp.
   5.426% 2/18/99 (b)                                                    4,000,000             3,971,467
BAT Capital (gtd. by BAT Industries)
   5.719% 1/7/99                                                         4,000,000             3,996,200
CSN Overseas (LOC Barclays Bank)
   5.580% 1/13/99                                                        4,000,000             3,992,600
Caterpillar Financial 5.165% 1/6/99                                      3,668,000             3,665,387
Centric Capital 5.509% 1/27/99 (b)                                       3,542,000             3,528,058
International Securitization
   5.577% 1/8/99 (b)                                                     4,000,000             3,995,683
Pooled Accounts Receivable Capital
   5.392% 1/29/99 (b)                                                    4,000,000             3,983,356
Preferred Receivables Funding
   5.532% 1/22/99 (b)                                                    4,000,000             3,987,167
Receivables Capital
   5.404% 1/14/99 (b)                                                    4,000,000             3,992,258
Special Purpose Accounts Recievable
   5.282% 1/15/99 (b)                                                    3,500,000             3,492,922
TEB Funding II (LOC Societe Generale)
   5.120% 5/28/99                                                        4,000,000             3,918,333
Thames Asset Global Securitization
   No. 1 5.822% 1/14/99 (b)                                              2,000,000             1,995,811


<PAGE>
<CAPTION>
                                                                               Par             Amortized
                                                                             Value                  Cost
<S>                                                                     <C>                  <C>
Miscellaneous Financial--(continued)
Windmill Funding
   5.603% 1/12/99 (b)                                                   $4,446,000           $ 4,438,419
                                                                                            ------------
                                                                                              48,957,661
                                                                                            ------------
Mortgage Banking--(3.9%)
Countrywide Home Loans (gtd. by
   Countrywide Credit Industries)
   5.509% 1/19/99                                                        4,000,000             3,989,100
                                                                                            ------------


Natural Gas--(2.0%)
Trans de Gas Del Sur (LOC Dresdner
   Bank) 5.299% 1/21/99                                                  2,000,000             1,994,167
                                                                                            ------------


Retail - Convenience Store--(3.9%)
Southland (gtd. By Ito-Yokado)
   5.433% 1/11/99                                                        4,000,000             3,994,000
                                                                                            ------------


Sovereign Agency--(3.9%)
Province of Quebec 5.050% 3/2/99                                         4,000,000             3,966,333
                                                                                            ------------
Total Commercial Paper                                                                        93,610,834
                                                                                            ------------


CORPORATE NOTE--(4.0%)
Auto Lending--(4.0%)
GMAC
   8.000% 10/1/99                                                        4,000,000             4,086,815
                                                                                            ------------

YANKEE CERTIFICATE OF DEPOSIT--(3.9%)
Banks--(3.9%)
Canadian Imperial Bank
   5.250% 2/4/99                                                         4,000,000             4,000,000
                                                                                            ------------
Total Investments--(100.3%) (a)                                                              101,697,649

Other Assets, less Liabilities--(-0.3%)                                                         (357,529)
                                                                                            ------------
Total Net Assets--(100.0%)                                                                  $101,340,120
                                                                                            ============
Notes to Portfolio of Investments

(a)At December 31, 1998, the cost of investments for financial reporting and 
   income tax purposes was identical.
(b)Represents private placement securities exempt from registration by Section
   4(2) of the Securities Act of 1933. These securities generally are issued to
   investors who agree that they are purchasing the securities for investment
   and not for public distribution. Any resale by the Fund must be in an exempt
   transaction, normally to other institutional investors. At December 31, 
   1998, the aggregate amortized cost of the Fund's private placement 
   securities was $41,528,072 which represented 41.0% of net assets. None of 
   these securities were deemed illiquid.

   The interest rates listed above reflect the effective rate at the date of
   purchase except for the corporate note and yankee certificate of deposit, 
   for which the interest rate represents the instrument's coupon rate.

                       See Notes to Financial Statements.
</TABLE>


<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
Stein Roe Money Market Fund, Variable Series / December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S>                                                                                                                     <C>
Assets:
Investments, at amortized cost ...........................................................................              $101,697,649
Interest receivable ......................................................................................                   114,117
Receivable for fund shares sold ..........................................................................                     9,435
Cash .....................................................................................................                     2,903
Other assets .............................................................................................                     9,431
                                                                                                                        ------------
     Total assets ........................................................................................               101,833,535
                                                                                                                        ------------
Liabilities:
Payable for fund shares repurchased ......................................................................                   380,975
Payable to investment adviser ............................................................................                    44,389
Accrued expenses payable .................................................................................                    68,051
                                                                                                                        ------------
     Total liabilities ...................................................................................                   493,415
                                                                                                                        ------------
Net assets ...............................................................................................              $101,340,120
                                                                                                                        ============
Net assets represented by:
   Paid-in capital .......................................................................................              $101,340,120
                                                                                                                        ------------
Total net assets applicable to outstanding shares of beneficial interest .................................              $101,340,120
                                                                                                                        ============
Shares of beneficial interest outstanding ................................................................               101,340,120
                                                                                                                        ============
Net asset value per share ................................................................................              $       1.00
                                                                                                                        ============


<PAGE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                                       <C>
Investment income:
Interest income .......................................................................................                   $4,534,723
                                                                                                                          ----------
Expenses:
   Management fee .....................................................................................                      281,246
   Administrative fee .................................................................................                      121,428
   Accounting fee .....................................................................................                       25,907
   Audit and legal fees ...............................................................................                       21,954
   Trustees' expense ..................................................................................                        9,446
   Transfer agent fee .................................................................................                        7,500
   Printing expense ...................................................................................                       16,968
   Miscellaneous expense ..............................................................................                       18,402
                                                                                                                          ----------
     Total expenses ...................................................................................                      502,851
                                                                                                                          ----------
Net investment income .................................................................................                    4,031,872
                                                                                                                          ----------
Net increase in net assets resulting from operations ..................................................                   $4,031,872
                                                                                                                          ==========
</TABLE>


<PAGE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
Stein Roe Money Market Fund, Variable Series
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                       Years Ended December 31,
                                                                                                   1998                    1997
                                                                                              -------------           -------------
<S>                                                                                           <C>                     <C>
Operations:
     Net investment income .........................................................          $   4,031,872           $   3,418,664
                                                                                              -------------           -------------
Net increase in net assets resulting from operations ...............................              4,031,872               3,418,664
                                                                                              -------------           -------------
Distributions declared from:
   Net investment income ...........................................................             (4,031,872)             (3,418,664)
                                                                                              -------------           -------------
Fund share transactions:
   Proceeds from fund shares sold ..................................................             89,315,213              67,656,312
   Cost of fund shares repurchased .................................................            (59,143,689)            (69,399,644)
   Distributions reinvested ........................................................              4,031,872               3,418,664
                                                                                              -------------           -------------
Net increase in net assets resulting from fund share transactions ..................             34,203,396               1,675,332
                                                                                              -------------           -------------
Total increase in net assets .......................................................             34,203,396               1,675,332
Net assets:
   Beginning of year ...............................................................             67,136,724              65,461,392
                                                                                              -------------           -------------
   End of year .....................................................................          $ 101,340,120           $  67,136,724
                                                                                              =============           =============
Analysis of changes in shares of beneficial interest:
   Shares sold .....................................................................             89,315,213              67,656,312
   Shares repurchased ..............................................................            (59,143,689)            (69,399,644)
   Distributions reinvested ........................................................              4,031,872               3,418,664
                                                                                              -------------           -------------
Net increase .......................................................................             34,203,396               1,675,332
                                                                                              =============           =============

                       See Notes to Financial Statements
</TABLE>


<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
Stein Roe Money Market Fund, Variable Series
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                       Years Ended December 31,
                                                                   -----------------------------------------------------------------
                                                                      1998          1997          1996         1995          1994
                                                                    ---------   ---------      --------      --------     --------
<S>                                                                 <C>          <C>           <C>           <C>          <C>
Per share operating performance:
Net asset value, beginning of year                                  $  1.000     $  1.000      $  1.000      $  1.000     $  1.000
                                                                    --------     --------      --------      --------     --------
Net investment income                                                  0.050        0.050         0.049         0.055        0.037
                                                                    --------     --------      --------      --------     --------
Less distributions:
   Distributions from net investment income                           (0.050)      (0.050)       (0.049)       (0.055)      (0.037)
                                                                    --------     --------      --------      --------     --------
Net asset value, end of year                                        $  1.000     $  1.000      $  1.000      $  1.000     $  1.000
                                                                    ========     ========      ========      ========     ========
Total return:
Total investment return                                                 5.17%        5.18%         5.01%         5.62%        3.81%
Ratios/supplemental data:
Net assets, end of year (000's)                                     $101,340      $67,137       $65,461       $64,992      $78,698
Ratio of expenses to average net assets                                 0.62%        0.65%         0.65%         0.63%        0.62%
Ratio of net investment income to average net assets                    4.99%        5.05%         4.90%         5.48%        3.73%

See Notes to Financial Statements.
</TABLE>


<PAGE>
                          NOTES TO FINANCIAL STATEMENTS
Note 1. Organization and Accounting Policies
SteinRoe Variable Investment Trust (the "Trust"), an open-end management
investment company, was organized as a Massachusetts business trust on June 9,
1987. At December 31, 1998, the Trust consisted of five diversified mutual 
funds with differing investment objectives, policies and restrictions 
(individually referred to as a "Fund," or collectively referred to as the 
"Funds"):

   Stein Roe Special Venture Fund, Variable Series--seeks capital growth by
investing in equity securities.

   Stein Roe Growth Stock Fund, Variable Series--seeks long-term growth of 
capital by investing at least 65% of total assets in growth companies.

   Stein Roe Balanced Fund, Variable Series--seeks high total investment return
by investing in equity and debt securities.

   Stein Roe Mortgage Securities Fund, Variable Series--seeks highest possible
level of current income by investing at least 65% of total assets in mortgage
pass-through certificates.

   Stein Roe Money Market Fund, Variable Series--seeks high current income 
while emphasizing capital preservation from investment in short-term money 
market instruments.

Shares of the Trust are available and are being marketed exclusively as a 
pooled funding vehicle for variable annuity contracts ("VA contracts") and 
variable life insurance policies ("VLI policies") of various affiliated and
non-affiliated insurance companies. Stein Roe & Farnham Incorporated (the
"Adviser") provides investment advisory services to the Funds as well as
management and administrative services. Liberty Funds Services, Inc. (the
"Transfer Agent") provides transfer agent services. Prior to November 1, 1998,
transfer agent services were provided by SteinRoe Services, Inc. ("SSI").
Keyport Financial Services Corp., a subsidiary of Keyport Life Insurance 
Company ("Keyport"), serves as the underwriter of the Trust. Keyport, the 
Adviser, Transfer Agent and SSI are direct subsidiaries of Liberty Financial 
Companies, Inc. ("Liberty"). At December 31, 1998, various affiliated insurance 
companies of Liberty owned substantially all of the outstanding shares of all 
Funds, except for Stein Roe Special Venture Fund, Variable Series, of which 
Liberty affiliates owned 93.0%, Great-West Life & Annuity Insurance Company 
owned 5.4%, Transamerica Life Companies owned 1.5%, and Aegon Insurance Group 
owned 0.1%.

The following summarizes the significant accounting policies followed by the
Funds. These policies are in conformity with generally accepted accounting
principles, which require management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

Valuation of Investments--Portfolio securities listed on domestic exchanges and
over-the-counter securities quoted on the Nasdaq system are valued on the basis
of the last sale on the date as of which the valuation is made, or, lacking any
sales, at the current bid prices. Over-the-counter securities not quoted on the
Nasdaq system are valued at the latest bid quotation. Foreign security
valuations are generally based upon market quotations which, depending upon
local convention or regulation, may be last sale price, last bid or asked 
price, or the mean between last bid and asked prices as of, in each case, the 
close of the appropriate exchange or other designated time. Long-term debt 
securities are valued on the basis of dealer-supplied quotations or valuations 
furnished by a pricing service. Securities for which reliable quotations are 
not readily available are valued at fair value, as determined in good faith and 
pursuant to procedures established by the Trustees. Short-term securities with 
remaining maturities of 60 days or less are valued at amortized cost unless the 
Trustees determine this does not represent fair value. Stein Roe Money Market 
Fund, Variable Series, values investments utilizing the amortized cost 
valuation technique permitted in accordance with Rule 2a-7 under the Investment 
Company Act of 1940, which requires the Fund to comply with certain conditions. 
This technique involves valuing a portfolio security initially at its cost and,
thereafter, assuming a constant amortization to maturity of any discount or
premium.

Investment Transactions and Investment Income

Investment transactions are accounted for on trade date. Dividend income is
recorded on the ex-dividend date. Interest income, including discount accretion
and premium amortization, is recorded daily on the accrual basis. Realized 
gains or losses from investment transactions are reported on an identified cost 
basis.

The Funds may purchase or sell securities on a when-issued, delayed delivery or
forward commitment basis. Payment and delivery may take place a month or more
after the date of the transaction. The price of the underlying securities and
the date when the securities will be delivered and paid for are fixed at the
time the transaction is negotiated. Stein Roe Balanced Fund, Variable Series,
and Stein Roe Mortgage Securities Fund, Variable Series, may also enter into
dollar roll transactions. In a dollar roll transaction, the Fund sells
securities for delivery in the current month and simultaneously contracts to
repurchase, typically in 30 days to 60 days, substantially similar securities 
at an agreed upon price and date. These transactions may increase risk if the 
other party to the transaction fails to deliver and causes the Fund to 
subsequently invest at less advantageous yields. The Funds identify securities 
as segregated in their custodial records with a value at least equal to the 
amount of the purchase commitment.

Foreign Currency Transactions--Certain of the Funds may enter into
foreign exchange contracts for the settlement of purchases and sales of
securities denominated in a foreign currency to reduce the risk to the Funds
from adverse changes in the relationship between the U.S. dollar and 
the foreign currency. The


<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

face or contract amount in U.S. dollars reflects the total exposure the Fund 
has in that particular currency contract. In the event that the counterparty in 
the foreign exchange contract fails to meet the terms of the contract, the Fund
could be exposed to the effects of changes in the relationship between the U.S.
dollar and the foreign currency.

Net realized and unrealized gains (losses) on foreign currency transactions
include the fluctuation in exchange rates on gains and losses between trade and
settlement dates on security transactions, gains and losses arising from the
disposition of foreign currency, and currency gains and losses between the
accrual and payment dates on dividend and interest income and foreign
withholding taxes. The Funds do not segregate foreign currency gains or losses
on securities held from fluctuations in the market prices of those securities.
Such fluctuations are included with the net realized and unrealized gain or 
loss from investments.

Investment in Repurchase Agreements--Each Fund may enter into repurchase
agreements with banks, broker-dealer firms and other recognized financial
institutions whereby such institutions sell an instrument to the Fund, and the
seller agrees, at the time of the sale, to repurchase that instrument at a
specified time and price. The Funds require the seller of the instrument to
maintain on deposit with the Funds' custodian bank or in the Federal Reserve
Book-Entry System securities in an amount at all times equal to or in excess of
the value of the repurchase agreement plus accrued interest. In the event the
seller of the instrument defaults on the repurchase obligation, a Fund could
receive less than the repurchase price on the sale of the securities to another
party or could be subject to delays in selling the securities.

Federal Income Taxes--The Funds now qualify and intend to continue qualifying 
as "regulated investment companies" and, as such (and by complying with the
applicable provisions of the Internal Revenue Code), will not be subject to
federal income tax on taxable income (including realized capital gains)
distributed to shareholders.

The Funds intend to utilize provisions of federal income tax law which allow
them to carry a realized capital loss forward up to eight years following the
year of the loss, and offset such losses against any future realized gains. At
December 31, 1998, Special Venture Fund, Variable Series had a capital loss
carryforward of $30,812,691, which expires in 2006; Mortgage Securities Fund,
Variable Series had a capital loss carryforward of $2,848,455, of which
$2,510,580, $224,288 and $113,587 will expire in 2002, 2003 and 2004,
respectively.

During the year ended December 31, 1998, the following Funds distributed
long-term capital gains:

                                            Long-Term Capital
Fund                                        Gains Distributions
- -----                                       ------------------

Stein Roe Special Venture Fund, Variable Series     $16,912,000

Stein Roe Growth Stock Fund, Variable Series         12,603,000

Stein Roe Balanced Fund, Variable Series             21,501,000

Distributions to Shareholders--The Funds, with the exception of the Stein Roe
Money Market Fund, Variable Series, intend to distribute as dividends or 
capital gain distributions, at least annually, substantially all of their net 
investment income and net gains realized from the sale of portfolio securities. 
All dividends and distributions are reinvested in additional shares of the 
Funds. Stein Roe Money Market Fund, Variable Series, declares dividends daily 
and reinvests all dividends declared monthly in additional shares at net asset
value. Income and capital gains distributions are determined in accordance with
federal income tax regulations, which may differ from generally accepted
accounting principles, primarily relating to foreign currency gains or losses,
wash sales and other book-tax timing differences.

Reclassifications were made to the Funds' capital accounts in order to properly
reflect income and capital gains available for distribution (or available for
capital loss carryforward) under income tax regulations. Such reclassifications
were primarily related to foreign currency gains or losses, paydown gains or
losses on mortgage-backed securities, net operating losses and/or investments 
in partnerships and REITs.

Note 2. Fund Share Transactions

Each Fund's capitalization consists of an unlimited number of shares of
beneficial interest without par value that represent a separate series of the
Trust. Each share of a Fund represents an equal proportionate beneficial
interest in that Fund and, when issued and outstanding, is fully paid and
nonassessable. Shareholders would be entitled to share proportionally in the 
net assets of a Fund available for distribution to shareholders upon 
liquidation of a Fund.

Note 3. Management and Administrative Fees

The Funds have advisory and administrative agreements with the Adviser. The
following investment advisory fee rates were in effect as of December 31, 1998:

                                                Annual rate as a
                                               percent of average
Fund                                            daily net assets
- -----                                            ---------------
Stein Roe Special Venture Fund, Variable Series     .50 of 1%
Stein Roe Growth Stock Fund, Variable Series        .50 of 1%
Stein Roe Balanced Fund, Variable Series            .45 of 1%
Stein Roe Mortgage Securities Fund, Variable Series .40 of 1%
Stein Roe Money Market Fund, Variable Series        .35 of 1%


<PAGE>
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

As of December 31, 1998, for all the Funds, the annual administrative fee was
 .15% of average daily net assets. Both the investment advisory fees and the
administrative fees are computed daily and paid monthly.

The Adviser also provides fund accounting services. The fee is $25,000 annually
plus .0025% of assets in excess of $50 million.

Transfer agent services are rendered at an annual rate of $7,500, computed on
the basis of $625 per month.

The Adviser has agreed to reimburse all expenses, including management fees,
incurred by the Funds on an annual basis as follows:

Fund                                      Expenses exceeding
- -----                                  -------------------------
Stein Roe Special Venture Fund,  .80 of 1% of average daily net assets
   Variable Series

Stein Roe Growth Stock Fund,     .80 of 1% of average daily net assets
   Variable Series

Stein Roe Balanced Fund,         .75 of 1% of average daily net assets
   Variable Series

Stein Roe Mortgage Securities    .70 of 1% of average daily net assets
   Fund, Variable Series

Stein Roe Money Market Fund,     .65 of 1% of average daily net assets
   Variable Series

The expense limitations expire April 30, 1999.


Note 4. Security Transactions
The cost of investments purchased and proceeds from investments sold, excluding
short-term investments, for the year ended December 31, 1998, for the Funds,
excluding Stein Roe Money Market Fund, Variable Series, were as follows:
<TABLE>
<CAPTION>
                      Special           Growth         Balanced          Mortgage
                Venture Fund,      Stock Fund,            Fund,  Securities Fund,
              Variable Series  Variable Series  Variable Series   Variable Series
              -------------------------------------------------------------------
<S>              <C>               <C>             <C>                <C>
Cost of
   investments
   purchased     $158,776,756      $89,683,187     $193,381,522       $40,536,526
Proceeds from
   investments
   sold           194,326,200       96,854,825      207,966,714         6,146,869
</TABLE>


<PAGE>
- -------------------------------------------------------------------------------
ADDITIONAL INFORMATION
(Unaudited)
- -------------------------------------------------------------------------------

A shareholder vote was conducted at a special meeting on October 31, 1998 in
Boston, Massachusetts, for the purpose of electing a Board of Trustees for the
SteinRoe Variable Investment Trust. At the meeting, shareholders approved the
election of the following individuals: John A. Bacon Jr., William W. Boyd,
Thomas W. Butch, Lindsay Cook, Douglas A. Hacker, Janet Langford Kelly, Charles
R. Nelson and Thomas C. Theobald. Mr. Butch and Mr. Cook are considered
interested persons of the Trust, as defined in the Investment Company Act of
1940, based on their relationship with the investment adviser. Mr. Bacon has
previously served as a trustee for the SteinRoe Variable Investment Trust.


<PAGE>
                      Investment Adviser and Administrator
                        Stein Roe & Farnham Incorporated
                             One South Wacker Drive
                                Chicago, IL 60606

                                 Transfer Agent
                          Liberty Funds Services, Inc.
                                  P.O. Box 1722
                                Boston, MA 02105

                                    Custodian
                        State Street Bank & Trust Company
                                  P.O. Box 366
                                Boston, MA 02101

                              Independent Auditors
                                    KPMG LLP
                              303 East Wacker Drive
                                Chicago, IL 60601

                                  Legal Counsel
                                Bell, Boyd & Lloyd
                           Three First National Plaza
                             70 West Madison Street
                                Chicago, IL 60602

                                  The Trustees
                                John A. Bacon Jr.
                                 William W. Boyd
                                 Thomas W. Butch
                                  Lindsay Cook
                                Douglas A. Hacker
                              Janet Langford Kelly
                                Charles C. Nelson
                               Thomas C. Theobald


                                                                          2/99

<PAGE>

                                PART C
                           OTHER INFORMATION

ITEM 23.  EXHIBITS

(a) Agreement and Declaration of Trust as amended on September 9, 
    1988 and October 5, 1988 (3)

(b) Amended and Restated By-Laws (3)

(c) None

(d)(1) Fund Advisory Agreement, dated May 1, 1993, between the 
       Trust on behalf of the Capital Appreciation Fund (now 
       named Stein Roe Special Venture Fund, Variable Series) and 
       Stein Roe & Farnham Incorporated (3)
   (2) Fund Advisory Agreement, dated May 1, 1993, between the 
       Trust on behalf of the Managed Growth Stock Fund (now 
       named Stein Roe Growth Stock Fund, Variable Series) and 
       Stein Roe & Farnham Incorporated (3)
   (3) Fund Advisory Agreement, dated May 1, 1993, between the 
       Trust on behalf of the Managed Assets Fund (now named 
       Stein Roe Balanced Fund, Variable Series) and Stein Roe & 
       Farnham Incorporated (3)
   (4) Fund Advisory Agreement, dated May 1, 1993, between the 
       Trust on behalf of the Mortgage Securities Income Fund 
       (now named SteinRoe Mortgage Securities Fund, Variable 
       Series) and Stein Roe & Farnham Incorporated (3)
   (5) Fund Advisory Agreement, dated December 9, 1988, between 
       the Trust on behalf of the Cash Income Fund (now named 
       Stein Roe Money Market Fund, Variable Series) and Stein 
       Roe & Farnham Incorporated (3)

(e) Underwriting Agreement dated December 9, 1988 between 
    Keystone Provident Financial Services Corp. (now Keyport 
    Financial Services Corp.) and the Trust; and Amendment to 
    Underwriting Agreement dated as of April 1, 1994 between 
    Keyport Financial Services Corp. and the Trust (3)

(f) None

(g)(1) Custodian Contract dated December 31, 1988 between State 
       Street Bank and Trust Company and SteinRoe Variable 
       Investment Trust (4)
   (2) First Amendment to Custodian Contract dated February 23, 
       1989 (4)
   (3) Second Amendment to Custodian Contract dated January 23, 
       1993 (4)

(h)(1) Administration Agreement dated as of January 3, 1995 
       between the Trust, on behalf of each of its Funds, and 
       Stein Roe & Farnham Incorporated (4)
   (2) Transfer Agency Agreement dated as of January 3, 1995 
       between the Trust, on behalf of each of its Funds, and 
       Stein Roe & Farnham Incorporated (4)
   (3) Amended and Restated Participation Agreement dated April 
       3, 1998 among the Trust, Keyport Life Insurance Company 
       and Keyport Financial Services Corp. (3)
   (4) Participation Agreement dated as of October 1, 1993 among 
       the Trust, Keyport Financial Services Corp. and 
       Independence Life Annuity Company (formerly "Crown America 
       Life Insurance Company") (4)
   (5) Participation Agreement dated as of April 15, 1994 among 
       the Trust, on behalf of the Capital Appreciation Fund, 
       Transamerica Occidental Life Insurance Company, Stein Roe 
       & Farnham Incorporated and Charles Schwab & Co., Inc. (4)
   (6) Participation Agreement dated as of December 1, 1994 among 
       the Trust, on behalf of the Capital Appreciation Fund, 
       First Transamerica Life Insurance Company, Stein Roe & 
       Farnham Incorporated and Charles Schwab & Co., Inc. (4)
   (7) Accounting and Bookkeeping Agreement dated as of January 
       3, 1995 between the Trust, on behalf of each of its Funds, 
       and Stein Roe Farnham Incorporated (4)
   (8) Participation Agreement among the Trust, on behalf of the 
       Capital Appreciation Fund, Great-West Life & Annuity 
       Insurance Company, Stein Roe & Farnham Incorporated and 
       Charles Schwab & Co., Inc. (2)
   (9) Participation Agreement among the Trust, on behalf of the 
       Capital Appreciation Fund, Providian Life and Health 
       Insurance Company and Stein Roe & Farnham Incorporated (2)
  (10) Participation Agreement dated May 8, 1998 among the Trust, 
       Keyport Benefit Life Insurance Company, and Keyport 
       Financial Services Corp. (4)

(i) Opinion and consent of counsel as to the legality of the 
    securities being registered (3)

(j) None

(k) Not applicable

(l) Not applicable

(m) Not applicable

(n) Financial Data Schedules:
    (1) Special Venture Fund, Variable Series
    (2) Growth Stock Fund, Variable Series
    (3) Balanced Fund, Variable Series
    (4) Mortgage Securities Fund, Variable Series
    (5) Money Market Fund, Variable Series

(o) Not applicable
_________________
(1) Incorporated by Reference to Post-Effective Amendment No. 11 
    to this Registration Statement, filed April, 1996.
(2) Incorporated by References to Post-Effective Amendment No. 12 
    to this Registration Statement, filed April, 1997.
(3) Incorporated by Reference to Post-Effective Amendment No. 13 
    to this Registration Statement filed April, 1998.
(4) Incorporated by Reference to Post-Effective Amendment No. 14 
    to this Registration Statement filed May, 1998.

ITEM 24.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH 
REGISTRANT.

     Shares of the Trust registered pursuant to this Registration 
Statement will be offered and sold to Keyport Life Insurance 
Company ("Keyport"), a stock life insurance company organized 
under the laws of Rhode Island, and to certain of its separate 
investment accounts and the respective separate investment 
accounts of Liberty Life Assurance Company of Boston ("Liberty 
Life"), a stock life insurance company organized as a 
Massachusetts corporation, Independence Life & Annuity Company, a 
stock life insurance company organized under the laws of Rhode 
Island  ("Independence") and American Benefit Life Insurance 
Company, a stock life insurance company organized under the laws 
of New York.  As described below, Keyport, Liberty Life, 
Independence and American Benefit are under common control.  The 
purchasers of insurance contracts and policies issued in 
connection with such accounts will have the right to instruct 
Keyport, Liberty Life, Independence and American Benefit with 
respect to the voting of the Registrant's shares held by their 
respective separate accounts.  Subject to such voting instruction 
rights, Keyport, Liberty Life, Independence, American Benefit and 
their respective separate accounts directly control the 
Registrant.  In addition, shares of Stein Roe Special Venture 
Fund, Variable Series currently are sold to certain separate 
accounts of four insurance companies not affiliated with Keyport, 
and shares of any of the Funds may in the future be sold to 
separate accounts of other unaffiliated insurance companies.  

     Keyport Financial Services Corp. ("KFSC"), the Trust's 
principal underwriter, Stein Roe & Farnham Incorporated, the 
Trust's investment manager (the "Adviser"), Keyport, Independence 
are and American Benefit each wholly owned indirect subsidiaries 
of Liberty Financial Companies, Inc. ("LFC"), Boston, 
Massachusetts.  As of March 31, 1998, Liberty Mutual Insurance 
Company ("LMIC"), Boston, Massachusetts, owned, indirectly, 
approximately 72.3% of the combined voting power of the 
outstanding voting stock LFC (with the balance being publicly-
held).  Liberty Life is a 90%-owned subsidiary of LMIC.

ITEM 25.  INDEMNIFICATION

     Article Tenth of the Agreement and Declaration of Trust of 
Registrant (Exhibit a), which Article is incorporated herein by 
reference, provides that Registrant shall provide indemnification 
of its trustees and officers (including each person who serves or 
has served at Registrant's request as director, officer, or 
trustee of another organization in which Registrant has any 
interest as a shareholder, creditor or otherwise) ("Covered 
Persons") under specified circumstances.

     Section 17(h) of the Investment Company Act of 1940 ("1940 
Act") provides that neither the Agreement and Declaration of 
Trust nor the By-Laws of Registrant, nor any other instrument 
pursuant to which Registrant is organized or administered, shall 
contain any provision which protects or purports to protect any 
trustee or officer of Registrant against any liability to 
Registrant or its shareholders to which he would otherwise be 
subject by reason of willful misfeasance, bad faith, gross 
negligence, or reckless disregard of the duties involved in the 
conduct of his office.  In accordance with Section 17(h) of the 
1940 Act, Article Tenth shall not protect any person against any 
liability to Registrant or its shareholders to which he would 
otherwise be subject by reason of willful misfeasance, bad faith, 
gross negligence, or reckless disregard of the duties involved in 
the conduct of his office.

     To the extent required under the 1940 Act,

          (i)  Article Tenth does not protect any person against 
any liability to Registrant or to its shareholders to which he 
would otherwise be subject by reason of willful misfeasance, bad 
faith, gross negligence, or reckless disregard of the duties 
involved in the conduct of his office;

         (ii)  in the absence of a final decision on the merits 
by a court or other body before whom a proceeding was brought 
that a Covered Person was not liable by reason of willful 
misfeasance, bad faith, gross negligence, or reckless disregard 
of the duties involved in the conduct of his office, no 
indemnification is permitted under Article Tenth unless a 
determination that such person was not so liable is made on 
behalf of Registrant by (a) the vote of a majority of the 
trustees who are neither "interested persons" of Registrant as 
defined in Section 2(a)(19) of the 1940 Act nor parties to the 
proceeding ("disinterested, non-party trustees"), or (b) an 
independent legal counsel as expressed in a written opinion; and

        (iii)  Registrant will not advance attorneys' fees  or 
other expenses incurred by a Covered Person in connection with a 
civil or criminal action, suit or proceeding unless Registrant 
receives an undertaking by or on behalf of the Covered person to 
repay the advance (unless it is ultimately determined that he is 
entitled to indemnification) and (a) the Covered Person provides 
security for his undertaking, or (b) Registrant is insured 
against losses arising by reason of any lawful advance, or (c) a 
majority of the disinterested, non-party trustees of Registrant 
or an independent legal counsel as expressed in a written 
opinion, determine, based on a review of readily available facts 
(as opposed to a full trial-type inquiry), that there is reason 
to believe that the Covered Person ultimately will be found 
entitled to indemnification.

     Any approval of indemnification pursuant to Article Tenth 
does not prevent the recovery from any Covered Person of any 
amount paid to such Covered Person in accordance with Article 
Tenth as indemnification if such Covered Person is subsequently 
adjudicated by a court of competent jurisdiction not to have 
acted in good faith in the reasonable belief that such Covered 
Person's action was in, or not opposed to, the best interests of 
Registrant or to have been liable to Registrant or its 
shareholders by reason of willful misfeasance, bad faith, gross 
negligence, or reckless disregard of the duties involved in the 
conduct of such Covered Person's office.

     Article Tenth also provides that its indemnification 
provisions are not exclusive.

     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to trustees, officers, 
and controlling persons of the Registrant pursuant to the 
foregoing provisions, or otherwise, Registrant has been advised 
that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the 
1933 Act and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than 
the payment by Registrant of expenses incurred or paid by a 
trustee, officer, or controlling person of Registrant in the 
successful defense of any action, suit, or proceeding) is 
asserted by such trustee, officer, or controlling person in 
connection with the securities being registered, Registrant will, 
unless in the opinion of its counsel the matter has been settled 
by controlling precedent, submit to a court of appropriate 
jurisdiction the question of whether such indemnification by it 
is against public policy as expressed in the 1933 Act and will be 
governed by the final adjudication of such issue.

     Registrant, its trustees and officers, its investment 
adviser, the other investment companies advised by the adviser, 
and persons affiliated with them are insured against certain 
expenses in connection with the defense of actions, suits, or 
proceedings, and certain liabilities that might be imposed as a 
result of such actions, suits, or proceedings.  Registrant will 
not pay any portion of the premiums for coverage under such 
insurance that would (1) protect any trustee or officer against 
any liability to Registrant or its shareholders to which he would 
otherwise be subject by reason of willful misfeasance, bad faith, 
gross negligence, or reckless disregard of the duties involved in 
the conduct of his office or (2) protect its investment adviser 
or principal underwriter, if any, against any liability to 
Registrant or its shareholders to which such person would 
otherwise be subject by reason of willful misfeasance, bad faith, 
or gross negligence, in the performance of its duties, or by 
reason of its reckless disregard of its duties and obligations 
under its contract or agreement with the Registrant; for this 
purpose the Registrant will rely on an allocation of premiums 
determined by the insurance company.

     In addition, the investment adviser maintains investment 
advisory professional liability insurance to insure it, for the 
benefit of the Trust and its non-interested trustees, against 
loss arising out of any error, omission, or breach of any duty 
owed to the Trust or the Fund by the investment advisor.

ITEM 26.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER. 

     The Adviser is a direct wholly owned subsidiary of SteinRoe 
Services Inc. ("SSI"), which in turn, is a direct wholly owned 
subsidiary of LFC.  LFC, as stated in Item 24 above, is an 
indirect majority owned subsidiary of  LMIC.  The Adviser acts as 
investment adviser to individuals, trustees, pension and 
profit-sharing plans, charitable organizations, and other 
investors.  In addition to the Registrant, it also acts as 
investment adviser to other no-load companies having different 
investment policies.

     For a two-year business history of officers and directors of 
the Adviser, please refer to the Form ADV of Stein Roe & Farnham 
Incorporated and to the section of the Statement of Additional 
Information (Part B) entitled "Investment Advisory Services. "

     Certain directors and officers of the Adviser also serve and 
have during the past two years served in various capacities as 
officers, directors or trustees of the Registrant (as reflected 
in the Statement of Additional Information (Part B)) or other 
investment companies managed by the Adviser.

ITEM 27.  PRINCIPAL UNDERWRITERS

     (a) The Registrant's principal underwriter, Keyport 
Financial Services Corp. ("KFSC"), is a wholly owned subsidiary 
of Keyport Life Insurance Company, which in turn is a direct 
wholly owned indirect subsidiary of SSI, which in turn is a 
direct wholly owned subsidiary of LFC.  KFSC acts on a "best 
efforts" basis and receives no fee or commission for its 
underwriting and distribution services.  KFSC does not act as 
underwriter with respect to shares issued to Participating 
Insurance Companies which are not affiliates of Keyport or LMIC.

     (b) Set forth below is information concerning the directors 
and officers of KFSC:
                                                    Positions and
                     Positions and Offices          Offices with
Name                 with Underwriter                 Registrant
- -------------------  ---------------------------    -------------
John S. Rosensteel   Chairman and President              None
William L. Dixon     Vice President-Compliance           None
Francis E. Reinhart  Vice President-Administration       None
                     and Director
James J. Klopper     Clerk                               None
Donald A. Truman     Assistant Clerk                     None

The business address of each of the directors and officers of 
KFSC is 125 High Street, Boston, Massachusetts 02110.

     (c) Not applicable.

ITEM 28.  LOCATION OF ACCOUNTS AND RECORDS

     Persons maintaining physical possession of accounts, books 
and other documents required to be maintained by Section 31(a) of 
the Investment Company Act of 1940 and the Rules promulgated 
thereunder include Registrant's Secretary, Heidi J. Walter; 
Registrant's investment adviser, administrator and transfer and 
dividend disbursing agent, Stein Roe & Farnham Incorporated; 
Registrant's principal underwriter, Keyport Financial Services 
Corp.; and Registrant's custodian, State Street Bank and Trust 
Company.  The address of the Registrant is 600 Atlantic Avenue, 
Boston, MA 02210-2214; the address of the Secretary and Stein Roe 
& Farnham Incorporated is One South Wacker Drive, Chicago, IL 
60606; the address of Keyport Financial Services, Inc., is 125 
High Street, Boston, MA 02110; and the address of State Street 
Bank and Trust Company is 225 Franklin Street, Boston, MA 02110.

ITEM 29.  MANAGEMENT SERVICES

     Pursuant to an Administration Agreement with the Registrant 
on behalf of all the Funds dated as of January 3, 1995, the 
Adviser provides each of the Funds with administrative services. 
 These services include the provision of office space and 
equipment and facilities in connection with the maintenance of 
the Registrant's headquarters, preparation and filing of required 
reports, arrangements for meetings, maintenance of the 
Registrant's corporate books and records, communication with 
shareholders, and oversight of custodial, accounting and other 
services provided to the Funds by others.  The Adviser pays all 
compensation of the Registrant's trustees, officers and employees 
who are employees of the Adviser.  The Adviser may, in its 
discretion, arrange for such services to be provided by LFC or 
any of its subsidiaries.

     Under separate agreements, the Adviser also acts as the 
agent of the Funds for the transfer of shares, disbursement of 
dividends and maintenance of shareholder account records and for 
pricing and bookkeeping services.

ITEM 30.  UNDERTAKINGS

     (a) Not applicable.

     (b) Not applicable.

     (c) The Registrant hereby undertakes to furnish each person 
         to whom a prospectus is delivered with a copy of the 
         Registrant's latest annual report to shareholders, upon 
         request and without charge.

<PAGE>

                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 
and the Investment Company Act of 1940, the Registrant has duly 
caused this Amendment to its Registration Statement to be signed 
on its behalf by the undersigned, thereunto duly authorized, in 
the City of Boston and the Commonwealth of Massachusetts, on the 
2nd day of March, 1999.

                               STEINROE VARIABLE INVESTMENT TRUST

                               By   THOMAS W. BUTCH
                                    Thomas W. Butch
                                    President

     Pursuant to the requirements of the Securities Act of 1933, 
this amendment to the Registration Statement has been signed 
below by the following persons in the capacities and on the dates 
indicated:

Signature*                     Title                     Date
- -----------------------    ---------------------   --------------
THOMAS W. BUTCH             Trustee; President      March 2, 1999
Thomas W. Butch
Principal Executive Officer

GARY A. ANETSBERGER         Senior Vice-            March 2, 1999
Gary A. Anetsberger         President; Controller
Principal Financial and 
Accounting Officer

JOHN A. BACON JR.           Trustee                 March 2, 1999
John A. Bacon Jr.

WILLIAM W. BOYD             Trustee                 March 2, 1999
William W. Boyd

LINDSAY COOK                Trustee                 March 2, 1999
Lindsay Cook

DOUGLAS A. HACKER           Trustee                 March 2, 1999
Douglas A. Hacker

JANET LANGFORD KELLY        Trustee                 March 2, 1999
Janet Langford Kelly

CHARLES R. NELSON           Trustee                 March 2, 1999
Charles R. Nelson

THOMAS C. THEOBALD          Trustee                 March 2, 1999
Thomas C. Theobald

<PAGE>
                             EXHIBIT LIST

Exhibit    Description

(n)        Financial Data Schedules:
    (1)      Special Venture Fund, Variable Series
    (2)      Growth Stock Fund, Variable Series
    (3)      Balanced Fund, Variable Series
    (4)      Mortgage Securities Fund, Variable Series
    (5)      Money Market Fund, Variable Series




<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 1
   <NAME> STEIN ROE SPECIAL VENTURE FUND, VARIABLE SERIES
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                          118,515
<INVESTMENTS-AT-VALUE>                         132,462
<RECEIVABLES>                                      256
<ASSETS-OTHER>                                      70
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 132,788
<PAYABLE-FOR-SECURITIES>                           539
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          319
<TOTAL-LIABILITIES>                                858
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       148,795
<SHARES-COMMON-STOCK>                            9,688
<SHARES-COMMON-PRIOR>                           11,145
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (30,813)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        13,947
<NET-ASSETS>                                   131,929
<DIVIDEND-INCOME>                                  333
<INTEREST-INCOME>                                  529
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,214
<NET-INVESTMENT-INCOME>                          (353)
<REALIZED-GAINS-CURRENT>                      (30,757)
<APPREC-INCREASE-CURRENT>                          240
<NET-CHANGE-FROM-OPS>                         (30,870)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                           51
<DISTRIBUTIONS-OF-GAINS>                        16,912
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          1,645
<NUMBER-OF-SHARES-REDEEMED>                      4,101
<SHARES-REINVESTED>                                999
<NET-CHANGE-IN-ASSETS>                        (68,661)
<ACCUMULATED-NII-PRIOR>                             51
<ACCUMULATED-GAINS-PRIOR>                       16,856
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              811
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  1,214
<AVERAGE-NET-ASSETS>                           162,123
<PER-SHARE-NAV-BEGIN>                            18.00
<PER-SHARE-NII>                                 (0.04)
<PER-SHARE-GAIN-APPREC>                         (2.77)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                         1.57
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              13.62
<EXPENSE-RATIO>                                   0.75
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 2
   <NAME> STEIN ROE GROWTH STOCK FUND, VARIABLE SERIES
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                          123,017
<INVESTMENTS-AT-VALUE>                         271,717
<RECEIVABLES>                                      210
<ASSETS-OTHER>                                      71
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 271,999
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          415
<TOTAL-LIABILITIES>                                415
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       114,313
<SHARES-COMMON-STOCK>                            5,239
<SHARES-COMMON-PRIOR>                            5,906
<ACCUMULATED-NII-CURRENT>                          488
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          8,082
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       148,701
<NET-ASSETS>                                   271,584
<DIVIDEND-INCOME>                                1,678
<INTEREST-INCOME>                                  450
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,638
<NET-INVESTMENT-INCOME>                            489
<REALIZED-GAINS-CURRENT>                         8,083
<APPREC-INCREASE-CURRENT>                       50,182
<NET-CHANGE-FROM-OPS>                           58,755
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          590
<DISTRIBUTIONS-OF-GAINS>                        12,603
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          1,526
<NUMBER-OF-SHARES-REDEEMED>                      1,561
<SHARES-REINVESTED>                                367
<NET-CHANGE-IN-ASSETS>                          58,184
<ACCUMULATED-NII-PRIOR>                            589
<ACCUMULATED-GAINS-PRIOR>                       12,602
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            1,177
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  1,638
<AVERAGE-NET-ASSETS>                           235,576
<PER-SHARE-NAV-BEGIN>                            36.13
<PER-SHARE-NII>                                   0.08
<PER-SHARE-GAIN-APPREC>                           9.54
<PER-SHARE-DIVIDEND>                              0.10
<PER-SHARE-DISTRIBUTIONS>                         2.12
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              43.53
<EXPENSE-RATIO>                                   0.70
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 4
   <NAME> STEIN ROE BALANCED FUND, VARIABLE SERIES
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                          290,745
<INVESTMENTS-AT-VALUE>                         359,998
<RECEIVABLES>                                    2,573
<ASSETS-OTHER>                                      29
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 362,600
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          776
<TOTAL-LIABILITIES>                                776
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       263,670
<SHARES-COMMON-STOCK>                           21,109
<SHARES-COMMON-PRIOR>                           19,334
<ACCUMULATED-NII-CURRENT>                       10,078
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         18,823
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        69,252
<NET-ASSETS>                                   361,823
<DIVIDEND-INCOME>                                2,609
<INTEREST-INCOME>                                9,592
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   2,187
<NET-INVESTMENT-INCOME>                         10,014
<REALIZED-GAINS-CURRENT>                        18,597
<APPREC-INCREASE-CURRENT>                       11,667
<NET-CHANGE-FROM-OPS>                           40,278
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        9,728
<DISTRIBUTIONS-OF-GAINS>                        21,533
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          3,430
<NUMBER-OF-SHARES-REDEEMED>                      3,645
<SHARES-REINVESTED>                              1,990
<NET-CHANGE-IN-ASSETS>                          36,791
<ACCUMULATED-NII-PRIOR>                          9,886
<ACCUMULATED-GAINS-PRIOR>                       21,411
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            1,503
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  2,187
<AVERAGE-NET-ASSETS>                           334,092
<PER-SHARE-NAV-BEGIN>                            16.81
<PER-SHARE-NII>                                   0.48
<PER-SHARE-GAIN-APPREC>                           1.48
<PER-SHARE-DIVIDEND>                              0.51
<PER-SHARE-DISTRIBUTIONS>                         1.12
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              17.14
<EXPENSE-RATIO>                                   0.65
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 8
   <NAME> STEIN ROE MORTGAGE SECURITIES FUND, VARIABLE SERIES
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                           93,427
<INVESTMENTS-AT-VALUE>                          95,584
<RECEIVABLES>                                    1,274
<ASSETS-OTHER>                                      45
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  96,903
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          210
<TOTAL-LIABILITIES>                                210
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        92,323
<SHARES-COMMON-STOCK>                            8,964
<SHARES-COMMON-PRIOR>                            7,195
<ACCUMULATED-NII-CURRENT>                        5,066
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        (2,848)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         2,158
<NET-ASSETS>                                    96,693
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                5,576
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     591
<NET-INVESTMENT-INCOME>                          4,985
<REALIZED-GAINS-CURRENT>                           253
<APPREC-INCREASE-CURRENT>                          272
<NET-CHANGE-FROM-OPS>                            5,510
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        4,580
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          2,145
<NUMBER-OF-SHARES-REDEEMED>                      1,424
<SHARES-REINVESTED>                                448
<NET-CHANGE-IN-ASSETS>                          19,510
<ACCUMULATED-NII-PRIOR>                          4,579
<ACCUMULATED-GAINS-PRIOR>                      (3,026)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              338
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    591
<AVERAGE-NET-ASSETS>                            84,394
<PER-SHARE-NAV-BEGIN>                            10.73
<PER-SHARE-NII>                                   0.55
<PER-SHARE-GAIN-APPREC>                           0.14
<PER-SHARE-DIVIDEND>                              0.63
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.79
<EXPENSE-RATIO>                                   0.70
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 10
   <NAME> STEIN ROE MONEY MARKET FUND, VARIABLE SERIES
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                          101,698
<INVESTMENTS-AT-VALUE>                         101,698
<RECEIVABLES>                                      123
<ASSETS-OTHER>                                      12
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 101,833
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          493
<TOTAL-LIABILITIES>                                493
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       101,340
<SHARES-COMMON-STOCK>                          101,340
<SHARES-COMMON-PRIOR>                           67,137
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   101,340
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                4,535
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     503
<NET-INVESTMENT-INCOME>                          4,032
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                            4,032
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        4,032
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         89,315
<NUMBER-OF-SHARES-REDEEMED>                     59,144
<SHARES-REINVESTED>                              4,032
<NET-CHANGE-IN-ASSETS>                          34,203
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              282
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    503
<AVERAGE-NET-ASSETS>                            80,777
<PER-SHARE-NAV-BEGIN>                            1.000
<PER-SHARE-NII>                                  0.050
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                             0.050
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              1.000
<EXPENSE-RATIO>                                  0.620
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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