May 18, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: OFFITBANK Variable Insurance Fund, Inc.
Registration No. 33-81748, 811-8640
Dear Sir or Madam:
On behalf of the OFFITBANK Variable Insurance Fund, Inc.
(the "Registrant"), and pursuant to Rule 497 (e) under the
Securities Act of 1933, as amended, the undersigned hereby
submits this filing in order to supplement eight of the
Registrant's nine prospectuses and each of the Registrant's three
statements of additional information, each dated April 30, 1999.
In the event you have any questions concerning this filing,
please do not hesitate to call me at 302-791-1079.
Very truly yours,
/s/ David C. Lebisky
David C. Lebisky
Assistant Secretary
cc: Frankie Haan, Division of Investment Management
Stephen Wells, Esq.
Vincent M. Rella
Michael Kagan
Peter J. O'Rourke, Esq.
Peter Song, Esq.
THE OFFITBANK VARIABLE INSURANCE FUND, INC.
Supplement dated May 13, 1999
to the Prospectuses of the High Yield, Emerging Markets,
U.S. Small Cap, Total Return, U.S. Government Securities,
Mortgage Securities, Latin America Equity and
Global Convertible Funds
each dated April 30, 1999
The following paragraph is inserted as the second paragraph
under "MANAGEMENT OF THE FUND - Investment Adviser" in each of
the above referenced Prospectuses:
On May 13, 1999, OFFITBANK entered into an agreement
with the Wachovia Corporation ("Wachovia") pursuant
to which OFFITBANK Holdings, Inc., the sole shareholder
of OFFITBANK, will merge with Wachovia. Wachovia is a
leading bank holding company with Wachovia Bank, NA, as
its principal subsidiary. At March 31, 1999, Wachovia
had $65.3 billion in assets and ranked 16th among U.S.
banking firms. OFFITBANK will continue to operate
under its own name as a distinct Wachovia company and
it is not anticipated that the investment process or
personnel at OFFITBANK will be affected by the proposed
merger. Subject to the approval of federal and state
regulators, the merger is anticipated to close in the
third quarter of 1999.
THE OFFITBANK VARIABLE INSURANCE FUND, INC.
(the "Company")
Supplement dated May 13, 1999
to the Statements of Additional Information of the Company
each dated April 30, 1999
The following paragraph is inserted as the second paragraph
under "MANAGEMENT OF THE COMPANY - INVESTMENT ADVISER" in each
of the Company's Statements of Additional Information:
On May 13, 1999, the Adviser entered into an agreement
with the Wachovia Corporation ("Wachovia") pursuant
to which OFFITBANK Holdings, Inc., the sole shareholder
of the Adviser, will merge with Wachovia. Wachovia is
a leading bank holding company with Wachovia Bank, NA,
as its principal subsidiary. At March 31, 1999,
Wachovia had $65.3 billion in assets and ranked 16th
among U.S. banking firms. The Adviser will continue to
operate under its own name as a distinct Wachovia
company and it is not anticipated that the investment
process or personnel at the Adviser will be affected by
the proposed merger. Subject to the approval of
federal and state regulators, the merger is anticipated
to close in the third quarter of 1999.
