EX-99.77B ACCT LTTR

Report of Independent Accountants

To the Board of Trustees and Shareholders
of RS Investment Trust

In planning and performing our audits of the financial statements
of RS Aggressive Growth Fund, RS Diversified Growth Fund, RS
Emerging Growth Fund, The Information Age Fund(R), RS Internet Age
Fund(TM), RS MidCap Opportunities Fund, RS Smaller Company Growth
Fund, RS Value + Growth Fund, The Contrarian Fund(TM), RS Global
Natural Resources Fund, and RS Partners Fund (the "Funds") for
the year ended December 31, 2002, we considered their internal
control, including control activities for safeguarding
securities, in order to determine our auditing procedures for the
purpose of expressing our opinion on the financial statements and
to comply with the requirements of Form N-SAR, not to provide
assurance on internal control.

The management of the Funds is responsible for establishing and
maintaining internal control.  In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls.  Generally,
controls that are relevant to an audit pertain to the entity's
objective of preparing financial statements for external purposes
that are fairly presented in conformity with generally accepted
accounting principles.  Those controls include the safeguarding
of assets against unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control, errors or
fraud may occur and not be detected.  Also, projection of any
evaluation of internal control to future periods is subject to
the risk that controls may become inadequate because of changes
in conditions or that the effectiveness of their design and
operation may deteriorate.

Our consideration of internal control would not necessarily
disclose all matters in internal control that might be material
weaknesses under standards established by the American Institute
of Certified Public Accountants.  A material weakness is a
condition in which the design or operation of one or more of the
internal control components does not reduce to a relatively low
level the risk that misstatements caused by error or fraud in
amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a
timely period by employees in the normal course of performing
their assigned functions.  However, we noted no matters involving
internal control and its operation, including controls for
safeguarding securities that we consider to be material
weaknesses as defined above as of December 31, 2002.

This report is intended solely for the information and use of the
Board of Trustees, management and the Securities and Exchange
Commission and is not intended to be and should not be used by
anyone other than these specified parties.

PricewaterhouseCoopers LLP
San Francisco, California
January 28, 2003

EX-99.77Q3 CERT

Exhibit 77Q3

(a)(i): The registrant's principal executive officer and
principal financial officer have concluded, based on
their evaluation of the effectiveness of the design
and operation of the registrant's disclosure
controls and procedures as of a date within 90 days
of the filing date of this report on Form N-SAR,
that the design and operation of such controls and
procedures are effective to provide reasonable
assurance that information required to be disclosed
by the registrant in the reports that it files or
submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized, and reported,
within the time periods specified in the
Commission's rules and forms.

(a)(ii):
There have been no significant changes in the
registrant's internal controls or in other factors
that could significantly affect these controls
subsequent to the date of their evaluation.

(a) (iii) Certifications:

                     Form N-SAR Certification

I, Steven Cohen, certify that:

1. I have reviewed this report on Form N-SAR of RS Investment Trust;

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial information included in this
report, and the financial statements on which the financial information
is based, fairly present in all material respects the financial
condition, results of operations, changes in net assets, and cash flows
(if the financial statements are required to include a statement of
cash flows) of the registrant as of, and for, the periods presented in
this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in rule 30a-2(c) under the Investment Company Act) for the
registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this report (the "Evaluation Date"); and

c) presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in
this report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: 2/21/2003

/s/ Steven Cohen
Treasurer & CFO

- - - - - - -

                        Form N-SAR Certification

I, G. Randall Hecht, certify that:

1. I have reviewed this report on Form N-SAR of RS Investment Trust;

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial information included in this
report, and the financial statements on which the financial information
is based, fairly present in all material respects the financial
condition, results of operations, changes in net assets, and cash flows
(if the financial statements are required to include a statement of
cash flows) of the registrant as of, and for, the periods presented in
this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in rule 30a-2(c) under the Investment Company Act) for the
registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this report (the "Evaluation Date"); and

c) presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in
this report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: 2/28/2003

/s/ G. Randall Hecht
Principal Executive Officer