OFFITBANK VARIABLE INSURANCE FUND INC
485BPOS, 1996-08-16
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                                                     Registration Nos. 33-81748
                                                                       811-8640

As filed via EDGAR with the Securities and Exchange Commission on August16,1996
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM N-1A

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           Pre-Effective Amendment No.
                         Post-Effective Amendment No. 4

                                     and/or

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                                 Amendment No. 5
                        (Check appropriate box or boxes)

                   THE OFFITBANK VARIABLE INSURANCE FUND, INC.
               (Exact name of Registrant as specified in charter)

                                 237 Park Avenue
                            New York, New York 10017

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

               (Address of Principal Executive Offices) (Zip Code)
       Registrant's Telephone Number, including Area Code: (800) 618-9510

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


                            Stephen Brent Wells, Esq.
                                    OFFITBANK
                               520 Madison Avenue
                            New York, New York 10022

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

                     (Name and Address of Agent for Service)

                                 with a copy to:
                              Carl Frischling, Esq.
                        Kramer, Levin, Naftalis & Frankel
                                919 Third Avenue
                            New York, New York 10022

         It is proposed that this filing will become effective:

               _____immediately  upon  filing  pursuant  to  paragraph  (b) 
               __X__on  September  3, 1996 pursuant to paragraph (b) 
               _____on _______  pursuant to paragraph (a)(i)
               _____75 days after filing pursuant to paragraph (a)(ii) 
               _____on _______ pursuant to paragraph (a)(ii) of rule 485 
               _____60 days after filing pursuant to paragraph (a)(i)

         If appropriate, check the following box:

               __X__this post-effective amendment designates a new effective
                    date for a previously filed post-effective amendment

         The  Registrant  has  registered an indefinite  number or amount of its
         shares of common  stock for each of its five series of shares under the
         Securities  Act of 1933  pursuant  to Rule 24f-2  under the  Investment
         Company Act of 1940 on July 20, 1994. The Registrant  intends to file a
         Rule 24f-2 Notice by February 29, 1997.





<PAGE>



                   THE OFFITBANK VARIABLE INSURANCE FUND, INC.
                              CROSS REFERENCE SHEET
                             Pursuant to Rule 495(a)
                        under the Securities Act of 1933


N-1A Item No.                                               Location

Part A                                                      Prospectus Caption

The Registrant has filed the  information  required in the  prospectuses  in the
Post-Effective  Amendment  No. 2 to its  Registration  Statement on Form N-1A on
June 5, 1996,  (accession  #0000922423-96-000252)  and is hereby incorporated by
reference. The Registrant has not amended its prospectuses.


Item 1.  Cover Page                              Cover Page

Item 2.  Synopsis                                Not Applicable

Item 3.  Condensed Financial                     Financial Highlights
         Information

Item 4.  General Description of
         Registrant                              The Company; Investment
                                                 Objectives and Policies;
                                                 Investment Policies and
                                                 Techniques; Special Risk
                                                 Considerations; Limiting
                                                 Investment Risks; Appendix
                                                 A

Item 5.  Management of the Fund                  Management

Item 5A. Management's Discussion of
         Fund Performance                        Not Applicable

Item 6.  Capital Stock and Other
         Securities                              How Distributions Are
                                                 Made; Tax Information;
                                                 Shareholder Communication

Item 7.  Purchase of Securities
         Being Offered                           About Your Investment;
                                                 How the Company Values
                                                 Its Shares

Item 8.  Redemption or Repurchase                About Your Investment;
                                                 Redemption of Shares

Item 9.  Pending Legal Proceedings               Not Applicable





<PAGE>




                                                        Statement of Additional
Part B                                                  Information Caption

The Registrant has filed the information required in the statement of additional
information in the Post-Effective  Amendment No. 2 to its Registration Statement
on Form N-1A on June 5, 1996, (accession  #0000922423-  96-000252) and is hereby
incorporated  by  reference.  The  Registrant  has not amended its  statement of
additional information.


Item 10.  Cover Page                              Cover Page
          
Item 11.  Table of Contents                       Table of Contents
          
Item 12.  General Information and
          History                                 Not Applicable
          
Item 13.  Investment Objectives and
          Policies                                Additional Information on
                                                  Portfolio Instruments and
                                                  Techniques; Additional
                                                  Risk Considerations;
                                                  Investment Limitations
          
Item 14.  Management of the Registrant            Management of the Fund
          
Item 15.  Control Persons and Principal
          Holders of Securities                   General Information
          
Item 16.  Investment Advisory and
          Other Services                          Management of the Fund
          
Item 17.  Brokerage Allocation and                Portfolio Transactions
          Other Practices
          
Item 18.  Capital Stock and Other
          Securities                              General Information
          
Item 19.  Purchase, Redemption and
          Pricing of Securities                   Management of the Fund;
          Being Offered                           Purchase of Shares;
                                                  Redemptio n of Shares;
          
Item 20.  Tax Status                              Additional Information
                                                  Concerning Taxes
          
Item 21.  Underwriters                            Distributor
          
Item 22.  Calculation of Performance
          Data                                    Performance Calculations
          
Item 23.  Financial Statements                    Report of Independent
                                                  Accountants; Financial
                                                  Statements





<PAGE>



Part C

The  Registrant  has  filed  the  information  required  in  the  Part  C in the
Post-Effective  Amendment  No. 3 to its  Registration  Statement on Form N-1A on
June 28, 1996, (accession  #0000922423-96-000286)  and is hereby incorporated by
reference. The Registrant has not amended its Part C.




<PAGE>



                                EXPLANATORY NOTE

THE  PURPOSE OF THIS  FILING IS SOLELY TO  DESIGNATE  A NEW  EFFECTIVE  DATE FOR
POST-EFFECTIVE  AMENDMENT NUMBER 2 TO REGISTRATION STATEMENT ON FORM N-1A OF THE
REGISTRANT.  THE PROSPECTUSES  AND STATEMENT OF ADDITIONAL  INFORMATION FOR EACH
FUND  SUBJECT TO SUCH  POST-EFFECTIVE  AMENDMENT  HAVE NOT BEEN  AMENDED AND ARE
INCORPORATED BY REFERENCE  HEREIN IN THEIR ENTIRETY.  THE PART C TO REGISTRANT'S
REGISTRATION STATEMENT HAS NOT BEEN AMENDED SINCE REGISTRANT'S LAST AMENDMENT TO
ITS  REGISTRATION  STATEMENT  (POST-EFFECTIVE  AMENDMENT NUMBER 3) AND IS HEREBY
INCORPORATED BY REFERENCE HEREIN IN ITS ENTIRETY.





<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 New York, and State of New York, on
the 16th day of August, 1996.


                   THE OFFITBANK VARIABLE INSURANCE FUND, INC.



                                                 By /s/ Morris W. Offit
                                                    --------------------------
                                                    Morris W. Offit, President
                                                   



     Pursuant to the  requirements of the Securities Act of 1933, this Amendment
to its Registration  Statement has been signed below by the following persons in
the capacities indicated on the 16th day of August, 1996.


SIGNATURE                                               TITLE




/s/ Morris W. Offit                            Director, Chairman of the
- --------------------------                     Board and President
Morris W. Offit                                (Principal Executive Director)

   *                                           
- --------------------------
Edward J. Landau                               Director


   *
- --------------------------
The Very Reverend James Parks Morton           Director


/s/ Morris W. Offit
- --------------------------
Morris W. Offit
Attorney-in-fact


*    Attorney-in-Fact pursuant to powers of attorney filed with Pre-Effective
     Amendment No. 1 to Registrant's Registration Statement on March 6, 1995.






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