<PAGE> 1
February 27, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for MFS Variable Insurance Trust
(File Nos.: 811-8326, 33-74668)
Ladies and Gentlemen:
Enclosed on behalf of the Trust for filing pursuant to Rule 24f-2(b)(1)
under the Investment Company Act of 1940 are the following:
1. One copy of the Trust's Rule 24f-2 Notice with respect to its
fiscal year ended December 31, 1994.
2. One copy of an opinion of counsel as required by Rule 24f-2(b)(1).
3. In accordance with subsection (c) of Rule 24f-2, the registration
fee of $1,018.40 has been remitted by wire transfer to the U.S.
Treasury designated lockbox depository at the Mellon Bank in
Pittsburgh, Pennsylvania (wire reference #000306).
Please contact me collect at 617-954-5827 should you have any questions
concerning this Notice.
Very truly yours,
/S/ MARK D. KAPLAN
____________________________
Mark D. Kaplan
Regulatory Affairs Manager
Enclosures:
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RULE 24F-2 NOTICE FOR MFS VARIABLE INSURANCE TRUST
(FILE NOS. 811-8326, 33-74668)
The following information is filed pursuant to Rule 24f-2(b)(1) under the
Investment Company Act of 1940:
(i) The fiscal year for which this Notice is filed -- December 31,
1994;
(ii) The number or amount of securities of the same class or series,
if any, which had been registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2, but which remained unsold at the beginning of
such fiscal year -- 0;
(iii) The number or amount of securities, if any, registered during
such fiscal year, other than pursuant to Rule 24f-2 -- 0;
(iv) The number or amount of securities sold during such fiscal year
-- 343,840; and
(v) The number or amount of securities sold during such fiscal year in
reliance upon the Declaration of the registration of an indefinite amount
of securities under Rule 24f-2 -- 343,840.
IN WITNESS WHEREOF, I have hereunto signed my name this 27th day of
February 1995.
MFS Variable Insurance Trust
/s/ JAMES F. DESMARAIS
By: ____________________________
James F. DesMarais
Assistant Secretary, Pro Tempore
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February 27, 1995 Page 2
*The basis for the calculation of the fee specified in Rule 24f-2(c) is as
follows:
<TABLE>
<S> <C> <C>
The actual aggregate sale price for Shares sold pursuant to Rule
24f-2 during the Trust's fiscal year ended December 31, 1994 $3,362,577
Less: The difference between the actual aggregate redemption price
for Shares redeemed during such fiscal year, and $ 409,225
The actual aggregate redemption price for Shares previously applied
by the Trust pursuant to Rule 24e-2(a) 0
----------
$(409,225)
----------
$2,953,352
</TABLE>
cc: Msses: Kellner
Wallace
<PAGE> 4
February 27,1995
MFS Variable Insurance Trust
500 Boylston Street
Boston, MA 02116
Re: Rule 24f-2 Opinion
Gentlemen:
I am Senior Counsel of Massachusetts Financial Services Company, which
serves as investment adviser to MFS Variable Insurance Trust (the "Trust"), and
the Assistant Secretary Pro Tempore of the Trust. I am admitted to practice law
in The Commonwealth of Massachusetts. The Trust was created under a written
Declaration of Trust dated January 28, 1994, and executed and delivered in
Boston, Massachusetts, as amended. The beneficial interest thereunder is
represented by transferable shares without par value. The Trustees have the
powers set forth in the Declaration of Trust, subject to the terms, provisions
and conditions therein provided.
I am of the opinion that the legal requirements have been complied with in
the creation of the Trust, and that said Declaration of Trust is legal and
valid.
Under Article III, Section 3.4 of the Declaration of Trust, the Trustees
are empowered, in their discretion, from time to time to issue shares of the
Trust for such amount and type of consideration, at such time or times and on
such terms as the Trustees may deem best. Under Article VI, Section 6.1, it is
provided that the number of shares of beneficial interest authorized to be
issued under the Declaration of Trust is unlimited.
By vote adopted on January 28, 1994, the Trustees of the Trust determined
to sell to the public the authorized but unissued shares of beneficial interest
of the Trust for cash at a price which will net the Trust (before taxes) not
less than the net asset value thereof, as defined in the Trust's By-Laws,
determined next after the sale is made or at some later time after such sale.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Trust
has registered an indefinite number of shares of beneficial interest under the
Securities Act of 1933.
The Trust is about to file a notice pursuant to Rule 24f-2 making definite
the registration of 343,840 shares of beneficial interest of the Trust (the
"Shares") sold in reliance upon said Rule 24f-2 during the fiscal year ending
December 31, 1994.
I have examined a certificate of the Treasurer of the Trust to the effect
that the Trust received the cash consideration for each of the Shares in
accordance with the terms of the January 28, 1994 vote of the Trustees described
above.
I am of the opinion that all necessary Trust action precedent to the issue
of all the authorized but unissued shares of beneficial interest of the Trust,
including the Shares, has been duly taken, and that all the Shares were legally
and validly issued, and are fully paid and non-assessable. I express no opinion
as to compliance with the Securities Act of 1933, the Investment Company Act of
1940, or applicable state "Blue Sky" or securities laws in connection with the
sale of the Shares.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust". Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement, obligation, or instrument entered into or executed by the Trust
or the Trustees. The Declaration of Trust provides for indemnification out of
the Trust property for all loss and expense 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 limited to
circumstances in which the Trust itself would be unable to meet its obligations.
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I consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above.
Very truly yours,
/s/ JAMES F. DESMARAIS
______________________________
James F. Desmarais
Assistant Secretary Pro Tempore
