VARIABLE ACCOUNT A/MA
485APOS, 1998-02-27
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As filed with the Securities and Exchange Commission on February 27, 1998.
    
                                                  Registration Nos. 333-
1043
                                                                       811-
7543
===========================================================================
=
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM N-4

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

               Pre-Effective Amendment No. ____              [ ]

   
                Post-Effective Amendment No. 8               [X]
    

                                     and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   
               Amendment No.  14                             [X]
    

                               Variable Account A
                           (Exact name of Registrant)

                         Keyport Life Insurance Company
                              (Name of Depositor)

                  125 High Street, Boston Massachusetts 02110
         (Address of Depositor's Principal Executive Offices (Zip Code)

        Depositor's Telephone Number, including Area Code:  617-526-1400

                       Bernard R. Beckerlegge, Esq.
                 Senior Vice President and General Counsel
                         Keyport Life Insurance Company
                  125 High Street, Boston, Massachusetts 02110
                    (Name and Address of Agent for Service)

                                    copy to:
                              Joan E. Boros, Esq.
               Jorden Burt Boros Cicchetti Berenson & Johnson LLP
                       1025 Thomas Jefferson Street, N.W.
                              Washington, DC 20007

   
It is proposed that this filing will become effective:
( ) immediately upon filing pursuant to paragraph (b) of Rule 485
( ) on [date] pursuant to paragraph (b) of Rule 485
(X) 60 days after filing pursuant to paragraph (a) of Rule 485
( ) on [date] pursuant to paragraph (a) of Rule 485

Title  of  Securities Being Registered: Variable Portion of  the  Contracts
Funded Through the Separate Account.
    

No  filing fee is due because an indefinite amount of securities is  deemed
to  have  been  registered in reliance on Section 24(f) of  the  Investment
Company Act of 1940.
===========================================================================
=
Exhibit Index on Page ____
                                     
                                     
                                     
                                     
                    CONTENTS OF REGISTRATION STATEMENT
                                     
                                     
                                     
                             The Facing Sheet
                                     
                             The Contents Page
                                     
                           Cross-Reference Sheet
                                     
                                  PART A
                                     
                                Prospectus
                                     
                                  PART B
                                     
                    Statement of Additional Information
                                     
                                  PART C
                                     
                               Items 24 - 32
                                     
                              The Signatures
                                     
                                 Exhibits
                                     
                                     
                                     
                                     





                               VARIABLE ACCOUNT A

                         KEYPORT LIFE INSURANCE COMPANY

                       CROSS REFERENCE TO ITEMS REQUIRED
                                  BY FORM N-4

N-4 Item             Caption in Prospectus

 1. . . . . . . . . .Cover Page
 2. . . . . . . . . .Glossary of Special Terms
 3. . . . . . . . . .Summary of Expenses
 4. . . . . . . . . .Condensed Financial Information
                    Performance Information
 5. . . . . . . . . .Keyport and the Variable Account
                    Eligible Funds
 6. . . . . . . . . .Deductions
 7. . . . . . . . . .Allocations of Purchase Payments
                    Transfer of Variable Account Value
                    Substitution of Eligible Funds and Other Variable
                      Account Changes
                    Modification of the Certificate
                    Death Provisions for Non-Qualified Certificates
                    Death Provisions for Qualified Certificates
                    Certificate Ownership
                    Assignment
   
                    Partial Withdrawals and Surrender
    
                    Annuity Benefits
                    Suspension of Payments
                    Inquiries by Certificate Owners
 8. . . . . . . . . .Annuity Provisions
 9. . . . . . . . . .Death Provisions for Non-Qualified Certificates
                    Death Provisions for Qualified Certificates
   
                    Annuity Options
    
10. . . . . . . . . .Purchase Payments and Applications
                    Variable Account Value
                    Valuation Periods
                    Net Investment Factor
   
                    Sales of the Certificates
11. . . . . . . . . .Partial Withdrawals and Surrender
                    Option A: Income For a Fixed Number of Years
    
                    Right to Revoke
12. . . . . . . . . .Tax Status
13. . . . . . . . . .Legal Proceedings
14.  .  .  .  .  .  .  .  .  .Table of Contents - Statement  of  Additional
Information

                    Caption in Statement of Additional Information

15. . . . . . . . . .Cover Page
16. . . . . . . . . .Table of Contents
17. . . . . . . . . .Keyport Life Insurance Company
18. . . . . . . . . .Experts
19. . . . . . . . . .Not applicable
20. . . . . . . . . .Principal Underwriter
21. . . . . . . . . .Investment Performance
22. . . . . . . . . .Variable Annuity Benefits
23. . . . . . . . . .Financial Statements





   
This  Amendment  No.  8 to the Registration Statement  on  Form  N-4  which
initially   became  effective  on  October  18,  1996  (the   "Registration
Statement") is being filed pursuant to Rule 485(a) under the Securities Act
of  1933,  as  amended. The prospectus, statement of additional information
("SAI") and exhibits which are amended hereby initially became effective on
October 25, 1996, in Post-Effective Amendment No. 1. This Amendment relates
only  to  the  prospectus, SAI and exhibits included in this Amendment  and
does not otherwise delete, amend, or supersede any information contained in
Post-Effective Amendment Nos. 3 and 7 to the Registration Statement.
    





                                  PART A

Distributed by:
Keyport Financial Services Corp.
125 High Street, Boston, MA 02110-2712

[Keyport Logo]

Issued by:
Keyport Life Insurance Company
125 High Street, Boston, MA 02110-2712
Service Hotline 800-367-3653 Keyline 800-367-3654
Keyport  Logo  is  a  registered service mark  of  Keyport  Life  Insurance
Company.
   
K.A.VAP 5/98
    

Yes. I would like to receive the Keyport Advisor Variable Annuity Statement
of
Additional Information.
Yes.  I  would like to receive the Statement of Additional Information  for
the Eligible Funds of:
The Alger American Fund
Liberty Variable Investment Trust
SteinRoe Variable Investment Trust
Alliance Variable Products Series  Fund, Inc.
MFS Variable Insurance Trust
Name
Address
City
State
Zip

                            BUSINESS REPLY MAIL
                                     
               FIRST CLASS MAIL  PERMIT NO. 6719  BOSTON, MA
                                     
                     POSTAGE WILL BE PAID BY ADDRESSEE

                        KEYPORT LIFE INSURANCE CO.
                              125 HIGH STREET
                           BOSTON, MA 02110-9773
                                     
                                NO POSTAGE
                                 NECESSARY
                                 IF MAILED
                                  IN THE
                               UNITED STATES
                                [SHIP LOGO]

   
                        May 1, 1998 Prospectus for
    
                                     
                              Keyport Advisor
                             Variable Annuity
                                     
                 Including Eligible Fund Prospectuses for
                                     
                          THE ALGER AMERICAN FUND
               ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
                     LIBERTY VARIABLE INVESTMENT TRUST
                       MFS VARIABLE INSURANCE TRUST
                    STEINROE VARIABLE INVESTMENT TRUST
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                               NOT         May lose value
                               FDIC        No bank guarantee
                             INSURED
   
              GROUP AND INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
                    DEFERRED VARIABLE ANNUITY CONTRACT
                                 ISSUED BY
                            Variable Account A
                                    OF
                      KEYPORT LIFE INSURANCE COMPANY
    

   
This Prospectus offers Group and Individual Variable Annuity Contracts (the
"Contracts")  and  the related Certificates (the "Certificates")  that  are
designed to fund benefits under certain group arrangements including  those
that  qualify for special tax treatment under the Internal Revenue Code  of
1986  (the "Code"). As required by certain states, the Certificates may  be
offered  as individual contracts. Unless otherwise noted or the context  so
requires all references to the Certificates include the Contracts  and  the
individual  Contracts. The Certificates are offered on a  flexible  payment
basis.
    

The  variable  annuity Contract (form number DVA(1)) and  the  Certificates
described in this prospectus provide for accumulation of Certificate Values
on  a  variable basis, and also on a fixed basis, and payments of  periodic
annuity payments on either a variable or fixed basis. The Certificates  are
designed for use by individuals for retirement planning purposes.

This  prospectus  generally describes only the  variable  features  of  the
Certificate (for a summary of the fixed features, see Appendix  A  on  Page
27). If the Certificate Owner elects to have Certificate Values accumulated
on  a  variable basis, Purchase Payments will be allocated to a  segregated
investment   account   of  Keyport  Life  Insurance  Company   ("Keyport"),
designated Variable Account A ("Variable Account").

   
The  Variable Account invests in shares of the following Eligible Funds  at
their  net  asset value: The Alger American Fund ("Alger American  Fund")--
Alger  American Growth Portfolio ("Alger Growth") and Alger American  Small
Capitalization  Portfolio ("Alger Small Cap"); Alliance  Variable  Products
Series   Fund,   Inc.  ("Alliance  Series  Fund")--Global  Bond   Portfolio
("Alliance  Global  Bond") and Premier Growth Portfolio ("Alliance  Premier
Growth");  Liberty  Variable Investment Trust ("Liberty  Trust")  (formerly
named Keyport Variable Investment Trust)-- Colonial Growth and Income Fund,
Variable Series ("Colonial Growth and Income"); Colonial International Fund
for  Growth,  Variable Series ("Colonial Int'l Fund for Growth");  Colonial
Strategic  Income  Fund,  Variable Series  ("Colonial  Strategic  Income");
Colonial U.S. Stock Fund, Variable Series ("Colonial U.S. Stock");  Liberty
All-Star Equity Fund, Variable Series ("Liberty All-Star Equity");  Newport
Tiger  Fund,  Variable  Series  ("Newport Tiger");  and  Stein  Roe  Global
Utilities  Fund,  Variable  Series  ("Stein  Roe  Global  Utilities");  MFS
Variable  Insurance Trust ("MFS Trust")--MFS Emerging Growth  Series  ("MFS
Emerging  Growth") and MFS Research Series ("MFS Research");  and  SteinRoe
Variable  Investment Trust ("SteinRoe Trust")-- Stein  Roe  Balanced  Fund,
Variable  Series  ("Stein  Roe Balanced"); Stein  Roe  Growth  Stock  Fund,
Variable  Series ("Stein Roe Growth Stock");  Stein Roe Money Market  Fund,
Variable  Series ("Stein Roe Money Market"); Stein Roe Mortgage  Securities
Fund,  Variable  Series ("Stein Roe Mortgage Securities");  and  Stein  Roe
Special Venture Fund, Variable Series ("Stein Roe Special Venture").

The   Variable  Account  may  offer  other  forms  of  the  Contracts   and
Certificates  with  features,  and fees and charges  which  vary  from  the
Certificates,  and provide for investment in other Sub-accounts  which  may
invest  in  different  or  additional mutual  funds.  Other  Contracts  and
Certificates  will be described in separate prospectuses and statements  of
additional  information. The agent selling the Contracts  and  Certificates
has  information concerning the eligibility for and the availability of the
other forms of the Contracts and Certificates.
    

A Statement of Additional Information dated the same as this prospectus has
been  filed  with  the  Securities and Exchange Commission  and  is  herein
incorporated  by  reference. It is available,  at  no  charge,  by  writing
Keyport at 125 High Street, Boston, MA 02110, by calling (800) 437-4466, or
by  returning the postcard on the back cover of this prospectus. A table of
contents for the Statement of Additional Information is on Page 26.

The  Certificates  may  be  sold by or through banks  or  other  depository
institutions. The Contract and Certificates: are not insured by  the  FDIC;
are  not a deposit or other obligation of, or guaranteed by, the depository
institution;  and are subject to investment risks, including  the  possible
loss of principal amount invested.

THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY  THE  SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY  OR
ADEQUACY  OF  THIS  PROSPECTUS. ANY REPRESENTATION TO  THE  CONTRARY  IS  A
CRIMINAL OFFENSE.

THIS  PROSPECTUS  SETS FORTH THE INFORMATION A PROSPECTIVE INVESTOR  SHOULD
KNOW  BEFORE  INVESTING.  THE  PROSPECTUS SHOULD  BE  RETAINED  FOR  FUTURE
REFERENCE.

THIS   PROSPECTUS  DOES  NOT  CONSTITUTE  AN  OFFERING  IN  ANY  STATE   OR
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON  IS
AUTHORIZED   BY   KEYPORT  TO  GIVE  ANY  INFORMATION  OR   TO   MAKE   ANY
REPRESENTATIONS,  OTHER  THAN  THOSE  CONTAINED  IN  THIS  PROSPECTUS,   IN
CONNECTION  WITH  THIS  OFFERING, AND IF GIVEN OR MADE,  SUCH  UNAUTHORIZED
INFORMATION OR REPRESENTATIONS SHOULD NOT BE RELIED UPON.

   
The date of this prospectus is May 1, 1998
    
                             TABLE OF CONTENTS
                                                                    Page
Glossary of Special Terms                                            3
Summary of Expenses                                                  4
Synopsis                                                             7
Condensed Financial Information                                      8
Performance Information                                              8
Keyport and the Variable Account                                     9
   
Year 2000 Matters
    
Purchase Payments and Applications                                   10
Investments of the Variable Account                                  10
  Allocations of Purchase Payments                                   10
  Eligible Funds                                                     11
  Transfer of Variable Account Value                                 13
  Substitution of Eligible Funds and Other Variable Account Changes  14
Deductions                                                           14
  Deductions for Certificate Maintenance Charge                      14
  Deductions for Mortality and Expense Risk Charge                   15
  Deductions for Daily Distribution Charge                           15
  Deductions for Contingent Deferred Sales Charge                    15
  Deductions for Transfers of Variable Account Value                 16
  Deductions for Premium Taxes                                       17
  Deductions for Income Taxes                                        17
  Total Variable Account Expenses                                    17
Other Services                                                       17
The Certificates                                                     18
  Variable Account Value                                             18
  Valuation Periods                                                  19
  Net Investment Factor                                              19
  Modification of the Certificate                                    19
  Right to Revoke                                                    19
Death Provisions for Non-Qualified Certificates                      19
Death Provisions for Qualified Certificates                          21
Certificate Ownership                                                21
Assignment                                                           21
Partial Withdrawals and Surrender                                    21
Annuity Provisions                                                   22
  Annuity Benefits                                                   22
  Income Date and Annuity Option                                     22
  Change in Income Date and Annuity Option                           22
  Annuity Options                                                    22
  Variable Annuity Payment Values                                    23
  Proof of Age, Sex, and Survival of Annuitant                       23
Suspension of Payments                                               24
Tax Status                                                           24
  Introduction                                                       24
   
  Recent Developments
    
  Taxation of Annuities in General                                   24
  Qualified Plans                                                    25
  Tax-Sheltered Annuities                                            26
  Individual Retirement Annuities                                    26
  Corporate Pension and Profit-Sharing Plans                         26
  Deferred Compensation Plans with Respect to
    Service for State and Local Governments                          26
Variable Account Voting Privileges                                   26
Sales of the Certificates                                            27
Legal Proceedings                                                    27
Inquiries by Certificate Owners                                      27
Table of Contents--Statement of Additional Information               27
Appendix A--The Fixed Account (also known as the Modified
  Guaranteed Annuity Account)                                        28
Appendix B--Telephone Instructions                                   31

                         GLOSSARY OF SPECIAL TERMS

Accumulation Unit: An accounting unit of measure used to calculate Variable
Account Value.

   
Annuitant: The Annuitant is the natural person to whom any annuity payments
will be made starting on the Income Date. The Annuitant may not be over age
90  on  the Certificate Date (age 75 for Qualified Certificates and age  90
for Roth IRA Qualified Certificates).
    

Certificate Anniversary: The same month and day as the Certificate Date  in
each subsequent year of the Certificate.

Certificate Date: The effective date of the Certificate; it is shown on the
Certificate Schedule.

   
Certificate  Owner: The person (or persons in the case of joint  ownership)
who  possesses all the ownership rights under the Certificate. The  primary
Certificate  Owner may not be over age 90 on the Certificate Date  (age  75
for  Qualified Certificates, age 90 for Roth IRA Qualified Certificates and
age 90 for a joint Owner).
    

Certificate  Value:  The sum of the Variable Account Value  and  the  Fixed
Account Value.

Certificate Withdrawal Value: The Certificate Value increased or  decreased
by a limited Market Value Adjustment less any premium taxes and Certificate
Maintenance Charge and applicable Contingent Deferred Sales Charges.

Certificate  Year: Any period of 12 months commencing with the  Certificate
Date  and  each  Certificate Anniversary thereafter shall be a  Certificate
Year.

Covered Person: The person(s) identified on the Certificate Schedule  whose
death  may  result in an Adjustment of Certificate Value, a waiver  of  any
Contingent  Deferred  Sales  Charges and  a  waiver  of  any  Market  Value
Adjustment  or  whose  medically necessary stay in a  hospital  or  nursing
facility may allow the Certificate Owner to be eligible for either a  total
or partial waiver of the Contingent Deferred Sales Charge.

Designated Beneficiary: The person who may be entitled to receive  benefits
following  the  death  of  the  Annuitant,  Certificate  Owner,  or   joint
Certificate  Owner.  The Designated Beneficiary will be  the  first  person
among  the following who is alive on the date of death: primary Certificate
Owner;   joint   Certificate   Owner;   primary   beneficiary;   contingent
beneficiary;  and  if  none of the above is alive, the primary  Certificate
Owner's  estate.  If  the primary Certificate Owner and  joint  Certificate
Owner are both alive, they will be the Designated Beneficiary together.

Eligible  Funds:  The  mutual funds that are eligible investments  for  the
Variable Account under the Certificates.

Fixed Account: Part of Keyport's general account to which Purchase Payments
may be allocated or Certificate Values may be transferred.

Fixed  Account  Value: The value of all Fixed Account  amounts  accumulated
under the Certificate prior to the Income Date.

Guarantee Period Anniversary: An anniversary of a Guarantee Period's  Start
Date.

Guarantee  Period Month: The first Guarantee Period Month  is  the  monthly
period  which begins on the Start Date. Subsequent Guarantee Period  Months
begin on the same day in the ensuing months.

Guarantee Period Year: The first Guarantee Period Year is the annual period
which begins on the Start Date. Subsequent Guarantee Period Years begin  on
each Guaranteed Period Anniversary.

In  Force: The status of the Certificate before the Income Date so long  as
it  is  not  totally surrendered, the Certificate Value under a Certificate
does not go to zero, and there has not been a death of the Annuitant or any
Certificate  Owner that will cause the Certificate to end  within  at  most
five years of the date of death.

Income Date: The date on which annuity payments are to begin.

Non-Qualified  Certificate: Any Certificate that  is  not  issued  under  a
Qualified Plan.

Office:  Keyport's  executive office, which is  125  High  Street,  Boston,
Massachusetts 02110.

Qualified Certificate: Certificates issued under Qualified Plans.

   
Qualified Plan: A retirement plan established pursuant to the provisions of
Sections 401, 403(b), 408(b) or 408A of the Internal Revenue Code.  Keyport
treats Section 457 plans as Qualified Plans.
    

Start Date: The date an amount is first allocated to a Guarantee Period.

Variable  Account:  A  separate investment account of  Keyport  into  which
Purchase  Payments  under the Certificates may be allocated.  The  Variable
Account is divided into Sub-Accounts ("Sub-Account") that correspond to the
Eligible Funds in which they invest.

Variable  Account  Value:  The  value  of  all  Variable  Account   amounts
accumulated under the Certificate prior to the Income Date.

Written  Request:  A  request written on a form  satisfactory  to  Keyport,
signed  by the Certificate Owner and a disinterested witness, and filed  at
Keyport's Office.

                            SUMMARY OF EXPENSES

The  expense summary format below, including the examples, was  adopted  by
the  Securities and Exchange Commission to assist the owner of  a  variable
annuity certificate in understanding the transaction and operating expenses
the  owner will directly or indirectly bear under a certificate. The values
reflect  expenses  of the Variable Account as well as  the  Eligible  Funds
under  the Certificates. The expenses shown for the Eligible Funds and  the
examples should not be considered a representation of future expenses.


                  Certificate Owner Transaction Expenses

Sales Load Imposed on Purchases:                                  0%
Maximum Contingent Deferred Sales Charge
  (as a percentage of Purchase Payments):                         7%1

         Years from Date of Payment      Sales Charge
                    1                         7%
                    2                         6%
                    3                         5%
                    4                         4%
                    5                         3%
                    6                         2%
                    7                         1%
                    8 or later                0%

   
Maximum Total Certificate Owner Transaction Expenses2
  (as a percentage of Purchase Payments):                        7%

Annual Certificate Maintenance Charge3                          $36
    

                     Variable Account Annual Expenses
                  (as a percentage of average net assets)

Mortality and Expense Risk Charge:                               1.25%
Distribution Charge:                                              .15%
Total Variable Account Annual Expenses:                          1.40%

   
          Alger American Fund, Alliance Series Fund, Liberty Trust,
               MFS Trust, and SteinRoe Trust Annual Expenses4
                  (as a percentage of average net assets)
    

                                                              Total Fund
                                                              Operating
                                                            Expenses After
                              Management       Other           Any Expense
Fund                            Fees         Expenses       Reimbursements5

Alger Growth                    .75%           .04%            .79%
Alger Small Cap                 .85%           .03%            .88%
Alliance Global Bond            .44%           .50%            .94%(1.15%)5
Alliance Premier Growth         .72%           .23%            .95%(1.23%)5
Colonial Growth & Income        .65%           .14%            .79%
Colonial Int'l Fund for Growth  .90%           .50%           1.40%
Colonial Strategic Income       .65%           .15%            .80%(.86%)5
Colonial U.S. Stock             .80%           .15%            .95%
Liberty All-Star Equity         .80%           .13%            .93%
Newport Tiger                   .90%           .37%           1.27%
Stein Roe Global Utilities      .65%           .16%            .81%
MFS Emerging Growth             .75%           .25%           1.00%(1.16%)5
MFS Research                    .75%           .25%           1.00%(1.48%)5
Stein Roe Balanced              .60%           .07%            .67%
Stein Roe Growth Stock          .65%           .08%            .73%
Stein Roe Money Market          .50%           .15%            .65%
Stein Roe Mortgage Securities   .55%           .15%            .70%(.72)5
Stein Roe Special Venture       .65%           .10%            .75%

THE  ABOVE  EXPENSES  FOR THE ELIGIBLE FUNDS WERE PROVIDED  BY  THE  FUNDS.
KEYPORT HAS NOT INDEPENDENTLY VERIFIED THE ACCURACY OF THE INFORMATION.

   
Example  #1  --  Assuming surrender of the Certificate at the  end  of  the
periods shown.6
    

A  $1,000  investment in each Sub-Account listed would be  subject  to  the
expenses shown,  assuming 5% annual return on assets.

Sub-Account                    1 Year     3 Years     5 Years     10 Years
Alger Growth                   $ 93        $122        $162        $319
Alger Small Cap                  94         125         167         331
Alliance Global Bond             94         127         170         338
Alliance Premier Growth          94         127         171         340
Colonial Growth & Income         93         122         162         319
Colonial Int'l Fund for Growth   99         141         195         395
Colonial Strategic Income        93         123         162         321
Colonial U.S. Stock              94         127         171         340
Liberty All-Star Equity          94         127         170         337
Newport Tiger                    97         137         188         379
Stein Roe Global Utilities       93         123         163         322
MFS Emerging Growth              95         129         174         346
MFS Research                     95         129         174         346
Stein Roe Balanced               91         119         155         304
Stein Roe Growth Stock           92         120         159         312
Stein Roe Money Market           91         118         154         301
Stein Roe Mortgage Securities    92         120         157         308
Stein Roe Special Venture        92         121         160         314

   
Example #2 -- Assuming annuitization of the Certificate at the end  of  the
periods shown.6
    

A  $1,000  investment in each Sub-Account listed would be  subject  to  the
expenses shown, assuming 5% annual return on assets.

Sub-Account                    1 Year     3 Years     5 Years     10 Years
Alger Growth                      23         73         132         319
Alger Small Cap                   24         76         137         331
Alliance Global Bond              24         78         140         338
Alliance Premier Growth           24         78         141         340
Colonial Growth & Income          23         73         132         319
Colonial Int'l Fund for Growth    29         93         165         395
Colonial Strategic Income         23         74         132         321
Colonial U.S. Stock               24         78         141         340
Liberty All-Star Equity           24         78         140         337
Newport Tiger                     27         88         158         379
Stein Roe Global Utilities        23         74         133         322
MFS Emerging Growth               25         80         144         346
MFS Research                      25         80         144         346
Stein Roe Balanced                21         70         125         304
Stein Roe Growth Stock            22         71         129         312
Stein Roe Money Market            21         69         124         301
Stein Roe Mortgage Securities     22         70         127         308
Stein Roe Special Venture         23         72         130         314

Example  #3 -- Assuming the Certificate stays in force through the  periods
shown.

A $1,000 investment in each Sub-Account listed would be subject to the same
expenses shown in Example #2, assuming 5% annual return on assets.

1Contingent Deferred Sales Charges are deducted only if the Certificate  is
totally  or  partially surrendered. A surrender will not incur  the  Charge
percentage shown as follows:

   1. In any Certificate Year, Certificate Owners may withdraw an aggregate
amount,  not  to  exceed,  at  the  time of withdrawal,  the  Certificate's
earnings,  which equal: (a) the Certificate Value, less (b) the portion  of
the Purchase Payments not previously withdrawn.

   2.  In  any  Certificate  Year after the first, Certificate  Owners  may
withdraw,  in addition to the amount available in 1., the amount  by  which
10%  of  the  Certificate Value as of the preceding Certificate Anniversary
exceeds the amount available in 1.

   
2Keyport reserves the right to impose a transfer fee after prior notice  to
Certificate Owners, but currently does not impose any charge. Premium taxes
are  not  shown. Keyport deducts the amount of premium taxes, if any,  when
paid unless Keyport elects to defer such deduction.

3This  charge  will be waived on the first Certificate Anniversary  and  in
certain  other  instances  (see  "Deductions  for  Certificate  Maintenance
Charge").

4All  Trust and Fund expenses are for 1996 with the exception of those  for
Liberty All-Star Equity, which are estimated since Liberty All-Star  Equity
commenced  operations in November, 1997. The Alliance Series Fund,  Liberty
Trust  (Colonial  Strategic  Income only), MFS Trust,  and  SteinRoe  Trust
(Stein  Roe  Mortgage  Securities only) expenses  reflect  such  Fund's  or
Trust's adviser's agreement to reimburse expenses above certain limits (see
footnote 5).

5Expense  information shown for Alliance Series Fund has been  restated  to
reflect  current  fees and is net of voluntary expense reimbursements.  The
Alliance Series Fund Adviser has agreed to continue such reimbursements for
the  foreseeable future. Each percentage shown in the parentheses  is  what
the  total  expenses would be in the absence of expense reimbursement:  for
Alliance Global Bond--1.15%; and for Alliance Premier Growth--1.23%.
    

Liberty Trust's manager has agreed until 4/30/98 to reimburse all expenses,
including  management fees, in excess of the following  percentage  of  the
average annual net assets of each Fund, so long as such reimbursement would
not  result  in  the Fund's inability to qualify as a regulated  investment
company  under  the  Internal Revenue Code: 1.00%  for  Colonial  Growth  &
Income,  Liberty All-Star Equity, Stein Roe Global Utilities  and  Colonial
U.S. Stock; 1.75% for Colonial Int'l Fund for Growth and Newport Tiger; and
 .80%  for  Colonial  Strategic Income. For Colonial Strategic  Income,  the
total  .80% shown in the table is after expense reimbursement and the  .86%
shown in the parentheses is what the total for 1996 would be in the absence
of expense reimbursement.

MFS  Trust's Adviser has agreed to bear, subject to reimbursement, expenses
for  each  of  the  two Eligible Funds shown such that  each  Fund's  total
operating expenses shall not exceed, on an annualized basis, 1.25%  of  the
average  daily net assets of the Fund from January 1, 1997 through December
31,  1998,  and  1.50% of the average daily net assets  of  the  Fund  from
January  1,  1999  through December 31, 2004; provided however,  that  this
obligation may be terminated or revised at any time. Each percentage  shown
in  the  parentheses is what the total expenses would be in the absence  of
expense reimbursement: for MFS Emerging Growth--1.16%; and for MFS Research-
- -1.48%.

SteinRoe  Trust's adviser has voluntarily agreed until 4/30/98 to reimburse
all  expenses,  including  management fees,  in  excess  of  the  following
percentage of the average annual net assets of each Fund, so long  as  such
reimbursement  would not result in the Fund's inability  to  qualify  as  a
regulated  investment  company under the Internal Revenue  Code:  .80%  for
Stein  Roe  Special Venture and Stein Roe Growth Stock; .65% for Stein  Roe
Money  Market; .75% for Stein Roe Balanced; and .70% for Stein Roe Mortgage
Securities. For Stein Roe Mortgage Securities, the total .70% shown in  the
table  is after expense reimbursement and the .72% shown in the parentheses
is   what   the  total  for  1996  would  be  in  the  absence  of  expense
reimbursement.

   
6The annuity is designed for retirement planning purposes. Surrenders prior
to  the  Income Date are not consistent with the long-term purposes of  the
Certificate and the applicable tax laws.
    

The  examples should not be considered a representation of past  or  future
expenses and charges of the Sub-Accounts. Actual expenses may be greater or
less  than those shown. Similarly, the assumed 5% annual rate of return  is
not  an  estimate  or  a  guarantee of future investment  performance.  See
"Deductions"  in  this  prospectus,  "Management  of  the  Fund"   in   the
prospectuses  for Alger American Fund and the Alliance Series Fund,  "Trust
Management Organizations" and "Expenses of the Funds" in the prospectus for
Liberty  Trust, "Management of the Series" and "Expenses" in the prospectus
for  MFS  Trust,  and  "How the Funds are Managed" in  the  prospectus  for
SteinRoe Trust.

                                 SYNOPSIS

The  following  Synopsis should be read in conjunction  with  the  detailed
information in this prospectus and the Statement of Additional Information.
Please  refer to the Glossary of Special Terms for the meaning  of  certain
defined terms. Variations from the information appearing in this prospectus
due to individual state requirements are described in supplements which are
attached  to  this  prospectus, or in endorsements to the Certificates,  as
appropriate.

   
The Certificate allows Certificate Owners to allocate Purchase Payments  to
the Variable Account and also to the Fixed Account. The Variable Account is
a  separate investment account maintained by Keyport. The Fixed Account  is
part of Keyport's "general account", which consists of all Keyport's assets
except  the  Variable  Account and the assets of other separate  investment
accounts  maintained by Keyport. Certificate Owners may  allocate  payments
to, and receive annuity payments from the Variable Account and/or the Fixed
Account.  If  the  Certificate Owner allocates  payments  to  the  Variable
Account,  the  accumulation  values and  annuity  payments  will  fluctuate
according to the investment experience of the Sub-Accounts chosen.  If  the
Certificate Owner allocates payments to the Fixed Account, the accumulation
values will increase at guaranteed interest rates and annuity payments will
be  of a fixed amount. Fixed Account Values are subject to a limited market
value  adjustment. (See Appendix A on Page 27 for more information  on  the
Fixed  Account.)  If  the  Certificate Owner  allocates  payments  to  both
Accounts,  then  the  accumulation values  and  annuity  payments  will  be
variable in part and fixed in part.

The Certificate permits Purchase Payments to be made on a flexible Purchase
Payment  basis.  The  minimum initial payment  is  $5,000  and  $2,000  for
individual  retirement annuities. The minimum amount  for  each  subsequent
payment is $1,000 or such lesser amount as Keyport may permit from time  to
time  (currently $250). (See "Purchase Payments and Applications"  on  Page
9.)

There  are  no deductions made from Purchase Payments for sales charges  at
the time of purchase. A Contingent Deferred Sales Charge may be deducted in
the  event  of  a total or partial surrender (see "Partial Withdrawals  and
Surrender" on Page 20). The Contingent Deferred Sales Charge is based on  a
graded  table of charges. The charge will not exceed 7% of that portion  of
the  amount  surrendered that represents Purchase Payments made during  the
seven   years  immediately  preceding  the  request  for  surrender.   (See
"Deductions for Contingent Deferred Sales Charge" on Page 14.)
    

Keyport deducts a Mortality and Expense Risk Charge, which is equal  on  an
annual basis to 1.25% of the average daily net asset values in the Variable
Account  attributable to the Certificates. (See "Deductions  for  Mortality
and  Expense  Risk  Charge"  on  Page 14.) Keyport  also  deducts  a  daily
distribution charge which is equal on an annual basis to .15% of  the  same
values. (See "Deductions for Daily Distribution Charge" on Page 14.)

Keyport deducts an annual Certificate Maintenance Charge (currently $36.00)
from  the Variable Account Value for administrative expenses. Prior to  the
Income  Date, Keyport reserves the right to change this charge  for  future
years.   Keyport  will  in  certain  instances  waive  this  charge.   (See
"Deductions for Certificate Maintenance Charge" on Page 13.)

   
Keyport  reserves the right to deduct a charge of $25 for each transfer  in
excess  of  12  per Certificate Year but currently does  not  do  so.  (See
"Recent Developments" on Page 24.)
    

Premium taxes will be charged against the Certificate Value. Currently such
premium taxes range from 0% to 5.0%. (See "Deductions for Premium Taxes" on
Page 15.)

There  are  no  federal  income  taxes on  increases  in  the  value  of  a
Certificate until a distribution occurs, in the form of a lump sum payment,
annuity payments, or the making of a gift or assignment of the Certificate.
A  federal penalty tax (currently 10%) may also apply. (See "Tax Status" on
Page 22.)

The  Certificate  allows  the Certificate Owner to revoke  the  Certificate
generally  within 10 days of delivery (see "Right to Revoke" on  Page  18).
For  most states, Keyport will refund the Certificate Value as of the  date
the  returned  Certificate is received by Keyport,  plus  any  distribution
charges  previously  deducted. The Certificate Owner  thus  will  bear  the
investment risk during the revocation period. In other states, Keyport will
return Purchase Payments.

                      CONDENSED FINANCIAL INFORMATION

                         Accumulation Unit Values*

                    Accumulation     Accumulation    Number of
                     Unit Value      Unit Value     Accumulation
                      Beginning         End          Units End
Sub-Account           of Year**        of Year        of Year         Year

Alger Growth        $               $                                 1997
                     10.000           9.900             8,927         1996
Alger Small Cap                                                       1997
                     10.000          10.065             6,760         1996
Alliance Global Bond                                                  1997
                     10.000           9.883             3,744         1996
Alliance Premier Growth                                               1997
                     10.000          10.198             5,012         1996
Colonial Growth & Income                                              1997
                     10.000          15.217            17,117         1996
Colonial Int'l Fund for                                               1997
     Growth          10.000          10.075            13,317         1996
Newport Tiger                                                         1997
                     10.000          12.555             7,691         1996
Colonial Strategic Income                                             1997
                     10.000          12.642            17,084         1996
Colonial U.S. Stock                                                   1997
                     10.000          15.935             8,507         1996
Newport Tiger                                                         1997
                     10.000          12.555             7,691         1996
Liberty All-Star Equity                                               1997
                           (Not available before November 1997)
Stein Roe Global Utilities                                            1997
                     10.000          12.095             2,268         1996
MFS Emerging Growth                                                   1997
                     10.000           9.716             5,714         1996
MFS Research                                                          1997
                     10.000           9.978            11,120         1996
Stein Roe Balanced                                                    1997
                     10.000          21.264             6,116         1996
Stein Roe Growth Stock                                                1997
                     10.000          27.242               871         1996
Stein Roe Money Market                                                1997
                     10.000          13.288             1,619         1996
Stein Roe Mortgage                                                    1997
Securities           10.000          16.621             6,945         1996
Stein Roe Special Venture                                             1997
                     10.000          29.237             2,017         1996

*  Accumulation Unit Values are rounded to the nearest tenth of a cent  and
numbers of accumulation units are rounded to the nearest whole number.

**  Each  $10.000 value is as of November 18, 1996, which is the  date  the
Fund Sub-Account first became available.

   
The  full financial statements for the Variable Account and Keyport are  in
the Statement of Additional Information.
    

                          PERFORMANCE INFORMATION

The  Variable  Account may from time to time advertise certain  performance
information concerning its various Sub-Accounts.

Certain  of the Eligible Funds have been available for Keyport and/or  non-
Keyport variable annuity contracts for periods prior to the commencement of
the  offering  of  the  Certificates  described  in  this  prospectus.  Any
performance  information for such periods will be based on  the  historical
results  of  the  Eligible Funds being applied to the Certificate  for  the
specified time periods.

Performance information is not intended to indicate either past performance
under an actual Certificate or future performance.

The Sub-Accounts may advertise total return information for various periods
of  time.  Total  return performance information is based  on  the  overall
percentage change in value of a hypothetical investment in the specific Sub-
Account over a given period of time.

Average annual total return information shows the average percentage change
in the value of an investment in the Sub-Account from the beginning date of
the  measuring period to the end of that period. This standardized  version
of  average annual total return reflects all historical investment results,
less  all  charges  and deductions applied against the  Sub-Account  and  a
Certificate  (including  any Contingent Deferred Sales  Charge  that  would
apply if a Certificate Owner surrendered the Certificate at the end of each
period  indicated).  Average total return does not take  into  account  any
premium taxes and would be lower if these taxes were included.

In  order  to  calculate average annual total return, Keyport  divides  the
change  in  value  of a Sub-Account under a Certificate  surrendered  on  a
particular date by a hypothetical $1,000 investment in the Sub-Account made
by  the  Certificate Owner at the beginning of the period illustrated.  The
resulting  total  rate  for  the period is then annualized  to  obtain  the
average  annual percentage change during the period. Annualization  assumes
that the application of a single rate of return each year during the period
will  produce  the  ending  value,  taking  into  account  the  effect   of
compounding.

The  Sub-Accounts may present additional total return information  computed
on a different basis.

First,  the  Sub-Accounts may present total return information computed  on
the  same basis as described above, except deductions will not include  the
Contingent  Deferred  Sales  Charge. This  presentation  assumes  that  the
investment  in  the  Certificate  continues  beyond  the  period  when  the
Contingent  Deferred Sales Charge applies, consistent  with  the  long-term
investment  and retirement objectives of the Certificate. The total  return
percentage  will thus be higher under this method than the standard  method
described above.

Second, the Sub-Accounts may present total return information calculated by
dividing  the  change in a Sub-Account's Accumulation  Unit  value  over  a
specified time period by the Accumulation Unit value of that Sub-Account at
the  beginning of the period. This computation results in a 12-month change
rate  or,  for  longer periods, a total rate for the period  which  Keyport
annualizes in order to obtain the average annual percentage change  in  the
Accumulation Unit value for that period. The change percentages do not take
into   account  the  Contingent  Deferred  Sales  Charge,  the  Certificate
Maintenance Charge and premium tax charges. The percentages would be  lower
if these charges were included.

The  Stein Roe Money Market Sub-Account is a money market Sub-Account  that
also may advertise yield and effective yield information. The yield of  the
Sub-Account  refers to the income generated by an investment  in  the  Sub-
Account  over  a  specifically  identified 7-day  period.  This  income  is
annualized  by  assuming  that  the  amount  of  income  generated  by  the
investment  during that week is generated each week over a  52-week  period
and  is  shown  as  a percentage. The yield reflects the deduction  of  all
charges  assessed against the Sub-Account and a Certificate  but  does  not
take  into  account  Contingent  Deferred Sales  Charges  and  premium  tax
charges. The yield would be lower if these charges were included.

The effective yield of the Stein Roe Money Market Sub-Account is calculated
in  a similar manner but, when annualizing such yield, income earned by the
Sub-Account  is  assumed to be reinvested. This compounding  effect  causes
effective yield to be higher than yield.

                     KEYPORT AND THE VARIABLE ACCOUNT

Keyport Life Insurance Company was incorporated in Rhode Island in 1957  as
a  stock  life insurance company. Its executive and administrative  offices
are at 125 High Street, Boston, Massachusetts 02110. Its home office is  at
695 George Washington Highway, Lincoln, Rhode Island 02865.

   
Keyport   writes  individual  and  group  annuity  contracts  on   a   non-
participating  basis.  Keyport is licensed to do  business  in  all  states
except  New York and is also licensed in the District of Columbia  and  the
Virgin  Islands.  Keyport has been rated A+ (Superior)  by  A.M.  Best  and
Company,  independent analysts of the insurance industry. Keyport has  been
rated A+ each year since 1976, the first year Keyport was subject to Best's
alphabetic rating system. Standard & Poor's ("S & P") has rated Keyport  AA
for  excellent financial security, Moody's has rated Keyport  A1  for  good
financial  strength and Duff & Phelps has rated Keyport AA- for  very  high
claims  paying  ability.  The Best's A+ rating is  in  the  highest  rating
category, which also includes A++. S & P and Duff & Phelps have one  rating
category above AA and Moody's has two rating categories above A. Within the
S  &  P AA category, only AA+ is higher. The Moody's "1" modifier signifies
that Keyport is in the higher end of the A category while the Duff & Phelps
"-" modifier signifies that Keyport is at the lower end of the AA category.
These  ratings merely reflect the opinion of the rating company as  to  the
relative  financial strength of Keyport and Keyport's ability to  meet  its
contractual  obligations to its policyholders. Even though  assets  in  the
Variable  Account are held separately from Keyport's other assets,  ratings
of  Keyport  may still be relevant to Certificate Owners since not  all  of
Keyport's  contractual  obligations  relate  to  payments  based  on  those
segregated  assets  (e.g., see "Death Provisions" for Keyport's  obligation
after  certain deaths to increase the Certificate Value if it is less  than
Death Benefit Amount or otherwise enhance the death benefit with interest).

Keyport  is  a  member  of the Insurance Marketplace Standards  Association
("IMSA"),  and  as  such may use the IMSA logo and membership  in  IMSA  in
advertisements. Being a member means that Keyport has chosen to participate
in IMSA's Life Insurance Ethical Market Conduct Program.
    

Keyport  is  one of the Liberty Financial Companies. Keyport is  ultimately
controlled by Liberty Mutual Insurance Company of Boston, Massachusetts,  a
multi-line insurance company.

The  Variable Account was established by Keyport pursuant to the provisions
of  Rhode  Island Law on January 30, 1996. The Variable Account  meets  the
definition  of  "separate account" under the federal securities  laws.  The
Variable  Account is registered with the Securities and Exchange Commission
as  a  unit investment trust under the Investment Company Act of 1940. Such
registration does not involve supervision of the management of the Variable
Account or Keyport by the Securities and Exchange Commission.

Obligations under the Certificates are the obligations of Keyport. Although
the  assets  of  the  Variable Account are the property of  Keyport,  these
assets  are  held separately from the other assets of Keyport and  are  not
chargeable  with liabilities arising out of any other business Keyport  may
conduct.  Income,  capital  gains and/or capital  losses,  whether  or  not
realized, from assets allocated to the Variable Account are credited to  or
charged  against the Variable Account without regard to the income, capital
gains, and/or capital losses arising out of any other business Keyport  may
conduct. Thus, Keyport does not guarantee the investment performance of the
Variable  Account.  The Variable Account Value and the amount  of  variable
annuity  payments  will  vary  with  the  investment  performance  of   the
investments in the Variable Account.

   
                             YEAR 2000 MATTERS

Many  existing computer programs use only two digits to identify a year  in
the  date  field.  These  programs  were  designed  and  developed  without
considering  the  impact  of the upcoming change in  the  century.  If  not
corrected,  many  computer  applications could  fail  or  create  erroneous
results by or at the year 2000. This potential problem has become known  as
the  "Year 2000 issue". The Year 2000 issue affects virtually all companies
and organizations.

Computer  applications  which are affected by the  Year  2000  issue  could
impact  Keyport's  business  functions in  various  ways,  ranging  from  a
complete  inability to perform critical business functions  to  a  loss  of
productivity  in  varying degrees. Likewise, the failure of  some  computer
applications could have no impact on critical business functions.

Keyport  is assessing and addressing the Year 2000 issue by implementing  a
four-step  plan. The first two steps involve inventorying all the  computer
applications  which support Keyport's business functions  and  prioritizing
computer applications which are affected by the Year 2000 issue based  upon
the  degree  of  impact each has on the functioning of  Keyport's  business
units. The first two steps of the plan are substantially complete.

The  final two steps of the four-step plan involve remediation of  affected
computer  applications  (i.e., repairing or replacing  programs,  including
those  which  interface  with third-party computer applications  that  have
unremediated  Year 2000 issues, and appropriate testing) and reinstallation
of  computer  applications. For computer applications  which  are  "mission
critical"  (i.e., their failure would result in the complete  inability  to
perform critical business functions), Keyport expects to complete the final
two  steps of the plan by December 31, 1998. Remediation and reinstallation
of  non-critical  computer applications is scheduled  to  be  completed  by
December 31, 1999.

Keyport  believes that the Year 2000 issue could have a material impact  on
Keyport's  operations  if  the four-step plan is  not  timely  implemented.
However, based upon the progress that is being made, Keyport believes  that
the  timetable for implementing the plan will be met and that the Year 2000
issue  will  not  pose significant operational problems  for  its  computer
systems.

Keyport  does  not expect that the cost of addressing the Year  2000  issue
will be material to its financial condition or its results of operations.
    

                    PURCHASE PAYMENTS AND APPLICATIONS

   
The  initial  Purchase Payment is due on the Certificate Date. The  minimum
initial  Purchase  Payment is $5,000 and $2,000 for  individual  retirement
annuities.  Additional  Purchase Payments can be made  at  the  Certificate
Owner's option. Each subsequent Purchase Payment must be at least $1,000 or
such  lesser  amount  as Keyport may permit from time  to  time  (currently
$250). Keyport may reject any Purchase Payment.
    

If  the  application for a Certificate is in good order and  it  calls  for
amounts  to  be allocated to the Variable Account, Keyport will  apply  the
initial Purchase Payment to the Variable Account and credit the Certificate
with  Accumulation  Units  within two business  days  of  receipt.  If  the
application for a Certificate is not in good order, Keyport will attempt to
get  it  in good order within five business days. If it is not complete  at
the end of this period, Keyport will inform the applicant of the reason for
the delay and that the Purchase Payment will be returned immediately unless
the  applicant  specifically  consents to Keyport's  keeping  the  Purchase
Payment  until  the  application  is  complete.  Once  the  application  is
complete, the Purchase Payment will be applied within two business days  of
its completion. Keyport has reserved the right to reject any application.

Keyport  confirms, in writing, to the Certificate Owner the  allocation  of
all  Purchase Payments and the re-allocation of values after any  requested
transfer. Keyport must be notified immediately by the Certificate Owner  of
any processing error.

   
Keyport  will  permit  others to act on behalf of an applicant  in  certain
instances, including the following two examples. First, Keyport will accept
an  application for a Certificate that contains a signature signed under  a
power of attorney if a copy of that power of attorney is submitted with the
application. Second, Keyport will issue a Certificate that is replacing  an
existing life insurance or annuity policy that was issued by Keyport or  an
affiliated  company without having previously received a signed application
from  the  applicant. Certain dealers or other authorized persons  such  as
employers  and  Qualified  Plan  fiduciaries  will  inform  Keyport  of  an
applicant's answers to the questions in the application by telephone or  by
order  ticket and cause the initial Purchase Payment to be paid to Keyport.
If  the  information is in good order, Keyport will issue  the  Certificate
with  a  copy  of  an  application completed  with  that  information.  The
Certificate  will be delivered to the Certificate Owner with a letter  from
Keyport  that will give the Certificate Owner an opportunity to respond  to
Keyport  if any of the application information is incorrect. Alternatively,
Keyport's  letter  may  request  the  Certificate  Owner  to  confirm   the
correctness  of the information by signing either a copy of the application
or  a  Certificate  delivery receipt that ratifies the application  in  all
respects  (in either case, a copy of the signed document would be  returned
to  Keyport  for  its permanent records). All purchases are  confirmed,  in
writing,  to  the  applicant  by  Keyport.  Keyport's  liability  under   a
Certificate extends only to amounts so confirmed.
    

                    INVESTMENTS OF THE VARIABLE ACCOUNT
                                     
                     Allocations of Purchase Payments

Purchase Payments applied to the Variable Account will be invested  in  one
or  more  of  the  Eligible  Fund Sub-Accounts  designated  as  permissible
investments in accordance with the selection made by the Certificate  Owner
in  the  application.  Any selection must specify  the  percentage  of  the
Purchase Payment that is allocated to each Sub-Account or must specify  the
asset allocation model selected. (See "Other Services, The Programs".)  The
percentage for each Sub-Account, if not zero, must be at least 5% and  must
be   a  whole  number.  A  Certificate  Owner  may  change  the  allocation
percentages  without fee, penalty or other charge. Allocation changes  must
be  made  by  Written Request unless the Certificate Owner has  by  Written
Request authorized Keyport to accept telephone allocation instructions from
the Certificate Owner or from a person acting for the Certificate Owner  as
an  attorney-in-fact under a power of attorney. By authorizing  Keyport  to
accept telephone changes, a Certificate Owner agrees to accept and be bound
by  the conditions and procedures established by Keyport from time to time.
The  current  conditions and procedures are in Appendix B  and  Certificate
Owners  authorizing telephone allocation instructions will be notified,  in
advance, of any changes.

The  Variable  Account  is  segmented into Sub-Accounts.  Each  Sub-Account
contains  the  shares  of one of the Eligible Funds  and  such  shares  are
purchased at net asset value. Eligible Funds and Sub-accounts may be  added
or  withdrawn  as  permitted by applicable law.  The  Sub-Accounts  in  the
Variable  Account  and the corresponding Eligible Funds  currently  are  as
follows:

Eligible Funds of Alger American Fund          Sub-Accounts
Alger Growth                                   Alger Growth Sub-Account
Alger Small Cap                                Alger Small Cap Sub-Account
Eligible Funds of Alliance Series Fund         Sub-Accounts
Alliance Global Bond                           Alliance Global Bond Sub-
                                                 Account
Alliance Premier Growth                        Alliance Premier Growth Sub-
                                                 Account
Eligible Funds of Liberty Trust                Sub-Accounts
Colonial Growth & Income                       Colonial Growth & Income
                                                 Sub-Account
Colonial Int'l Fund for Growth                 Colonial Int'l Fund for
                                                 Growth Sub-Account
Colonial Strategic Income                      Colonial Strategic Income
                                                 Sub-Account
Colonial U.S. Stock                            Colonial U.S. Stock Sub-
                                                 Account
Liberty All-Star Equity                        Liberty All-Star Equity Sub-
                                                 Account
Newport Tiger                                  Newport Tiger Sub-Account
Stein Roe Global Utilities                     Stein Roe Global Utilities
                                                 Sub-Account
Eligible Funds of MFS Trust                    Sub-Accounts
MFS Emerging Growth                            MFS Emerging Growth Sub-
                                                 Account
MFS Research                                   MFS Research Sub-Account
Eligible Funds of SteinRoe Trust               Sub-Accounts
Stein Roe Balanced                             Stein Roe Balanced Sub-
                                                 Account
Stein Roe Growth Stock                         Stein Roe Growth Stock Sub-
                                                 Account
Stein Roe Money Market                         Stein Roe Money Market Sub-
                                                 Account
Stein Roe Mortgage Securities                  Stein Roe Mortgage
                                                 Securities Sub-Account
Stein Roe Special Venture                      Stein Roe Special Venture
                                                 Sub-Account

                              Eligible Funds

The  Eligible  Funds which are the permissible investments of the  Variable
Account  are  the  separate  funds listed above  of  Alger  American  Fund,
Alliance Series Fund, Liberty Trust, MFS Trust and SteinRoe Trust, and  any
other  mutual funds with which Keyport and the Variable Account  may  enter
into  a participation agreement for the purpose of making such mutual funds
available as Eligible Funds under certain Certificates.

Fred  Alger Management, Inc. ("Alger Management") is the investment manager
for  both Eligible Funds of Alger American Fund. Alger Management has  been
in the business of providing investment advisory services since 1964.

Alliance  Capital  Management  L.P. is  the  investment  advisor  for  both
Eligible Funds of Alliance Series Fund. AIGAM International Limited  serves
as sub-adviser for Alliance Global.

Liberty  Advisory  Services Corp. ("LASC")(formerly named Keyport  Advisory
Services Corp.), a subsidiary of Keyport, is the manager for Liberty  Trust
and  its Eligible Funds. Colonial Management Associates, Inc. ("Colonial"),
an  affiliate  of  Keyport, serves as sub-adviser for  the  Eligible  Funds
(except  for Newport Tiger, Stein Roe Global Utilities and Liberty All-Star
Equity).  Colonial  has provided investment advisory services  since  1931.
Newport  Fund  Management, Inc., an affiliate of Keyport,  serves  as  sub-
adviser  for Newport Tiger. Liberty Asset Management Company, an  affiliate
of  Keyport,  serves  as sub-adviser for Liberty All-Star  Equity  and  the
current  portfolio  managers  are J.P. Morgan Investment  Management  Inc.,
Oppenheimer  Capital,  Wilke/Thompson  Capital  Management  Inc.,  Westwood
Management Corp. and Palley-Needelman Asset Management, Inc.

Massachusetts Financial Services Company ("MFS") is the investment  advisor
for  both Eligible Funds of MFS Trust. MFS is America's oldest mutual  fund
organization. MFS and its predecessor organizations have a history of money
management  dating from 1924 and the founding of the first mutual  fund  in
the United States, Massachusetts Investors Trust.

Stein  Roe  & Farnham Incorporated ("Stein Roe") is the investment  adviser
for  each  Eligible Fund of SteinRoe Trust and sub-adviser  for  Stein  Roe
Global  Utilities. In 1986, Stein Roe was organized and  succeeded  to  the
business  of Stein Roe & Farnham, a partnership. Stein Roe is an  affiliate
of Keyport. Stein Roe and its predecessor have provided investment advisory
and administrative services since 1932.

The  investment  objectives  of the Eligible Funds  are  briefly  described
below. More detailed information, including investor considerations related
to  the  risks of investing in a particular Eligible Fund, may be found  in
the  current  prospectus  for  that Fund.  An  investor  should  read  that
prospectus  carefully before selecting a fund for investing. The prospectus
is available, at no charge, from a salesperson or by writing Keyport at the
address shown on Page 1 or by calling (800) 437-4466.

Eligible Funds of Alger
American Fund and Variable Account
Sub-Accounts                            Investment Objective

Alger Growth                            Long-term capital appreciation
(Alger Growth Sub-Account)
Alger Small Cap                         Long-term capital appreciation.
(Alger Small Cap Sub-Account)

Eligible Funds of Alliance Series
Fund and Variable Account
Sub-Accounts                            Investment Objective

Alliance Global Bond                    A high level of return from a
(Alliance Global Bond                   combination of current income and
 Sub-Account)                           capital appreciation by investing
                                        in a globally diversified portfolio
                                        of high quality debt securities
                                        denominated in the U.S. Dollar and
                                        a range of foreign currencies.

Alliance Premier Growth                 Growth of capital rather than
(Alliance Premier Growth                current income.
 Sub-Account)

Eligible Funds of Liberty Trust
and Variable Account
Sub-Accounts                            Investment Objective

Colonial Growth & Income                Primarily income and long-term
(Colonial Growth & Income               capital growth and, secondarily,
Sub- Account)(formerly named            preservation of capital.
Colonial-Keyport Growth and
Income Fund)

Colonial Int'l Fund for Growth          Long-term capital growth, by
(Colonial Int'l Fund for Growth         investing primarily in non-U.S.
 Sub-Account)(formerly named            equity securities.
Colonial-Keyport Int'l Fund for
Growth)

Colonial Strategic Income               A high level of current income, as
(Colonial Strategic Income              is consistent with prudent risk and
Sub-Account)(formerly named             maximizing total return, by
Colonial-Keyport Strategic              diversifying investments primarily
Income Fund)                            in U.S. and foreign government and
                                        high yield, high risk corporate
                                        debt securities.
                                        
Colonial U.S. Stock                     Long-term capital growth by
(Colonial U.S. Stock Sub Account)       investing primarily in large
(formerly named Colonial-Keyport        capitalization equity securities.
U.S. Stock Fund)

Liberty All-Star Equity                 Total investment return, comprised
(Liberty All-Star Equity Sub-Account)   of long-term capital appreciation
                                        and current income, through
                                        investment primarily in a
                                        diversified portfolio of equity
                                        securities.

Newport Tiger
(Newport Tiger Sub-Account)(formerly    Long term capital growth by
named Newport-Keyport Tiger Fund)       investing primarily in equity
                                        securities of companies located in
                                        the nine Tigers of Asia (Hong Kong,
                                        Singapore, South Korea, Taiwan,
                                        Malaysia, Thailand, Indonesia,
                                        China and the Philippines).

Stein Roe Global Utilities
(Stein Roe Global Utilities             Current income and long-term growth
Sub-Account)                            of capital and income.
(formerly named Colonial-Keyport
Utilities Fund)

Eligible Funds of MFS Trust
and Variable Account
Sub-Accounts                            Investment Objective

MFS Emerging Growth                     Long-term growth of capital.
(MFS Emerging Growth Sub-Account)

MFS Research                            Long-term growth of capital and
(MFS Research Sub-Account)              future income.

Eligible Funds of SteinRoe Trust
and Variable Account
Sub-Accounts                            Investment Objective

Stein Roe Balanced                      High total investment return
(Stein Roe Balanced                     through investment in a changing
Sub-Account) (formerly named SteinRoe   mix of securities.
Managed Assets Fund)

Stein Roe Growth Stock                  Long-term growth of capital through
(Stein Roe Growth Stock                 investment primarily in common
Sub-Account)(formerly named SteinRoe    stocks.
Managed Growth Stock Fund)

Stein Roe Money Market                  High current income from short-term
(Stein Roe Money Market                 money market instruments while
Sub-Account)(formerly named SteinRoe    emphasizing preservation of capital
Cash Income Fund)                       and maintaining excellent
                                        liquidity.
                                        
Stein Roe Mortgage Securities           Highest possible level of current
(Stein Roe Mortgage Securities          income consistent with safety of
Sub-Account)(formerly named SteinRoe    principal and maintenance of
Mortgage Securities Income Fund)        liquidity through investment
                                        primarily in mortgage-backed
                                        securities.

Stein Roe Special Venture               Capital growth by investing
(Stein Roe Special Venture              primarily in common stocks,
Sub-Account)(formerly named SteinRoe    convertible securities, and other
Capital Appreciation Fund)              securities selected for prospective
                                        capital growth.

There  is  no  assurance that the Eligible Funds will achieve their  stated
objectives.

All  the Eligible Funds are funding vehicles for variable annuity contracts
and  variable  life  insurance policies offered  by  separate  accounts  of
Keyport  and  of  insurance  companies  affiliated  and  unaffiliated  with
Keyport.  The  risks  involved  in  this "mixed  and  shared  funding"  are
disclosed  in the Eligible Fund prospectuses under the following  captions:
Alger   American  Fund--"Participating  Insurance  Companies  and   Plans";
Alliance  Series  Fund--"Introduction to  the  Fund";  Liberty  Trust--"The
Trust";  MFS Trust--"Investment Concept of the Trust"; and SteinRoe Trust--
"The Trust".

                    Transfer of Variable Account Value

   
Certificate Owners may transfer Variable Account Value from one Sub-Account
to   another   Sub-Account  and/or  to  the  Fixed  Account.  See   "Recent
Developments".
    

The  Certificate allows Keyport to charge a transfer fee and to  limit  the
number  of  transfers  that  can  be  made  in  a  specified  time  period.
Certificate Owners should be aware that transfer limitations may prevent  a
Certificate  Owner from making a transfer on the date he or she  wants  to,
with  the result that the Certificate Owner's future Certificate Value  may
be  lower than it would have been had the transfer been made on the desired
date.

   
Currently,  Keyport has no limit on the number or frequency  of  transfers,
and it is not charging a transfer fee of $25 for each transfer in excess of
12  per  Certificate Year. For transfers under different Certificates  that
are being requested under powers of attorney with a common attorney-in-fact
or  that are, in Keyport's determination, based on the recommendation of  a
common  investment adviser or broker/dealer, there is a transfer limitation
of one transfer every 30 days or such other period as Keyport may permit.
    

Currently,  Keyport is limiting each transfer to a maximum of  $500,000  or
such  greater amount as Keyport may permit. All transfers requested  for  a
Certificate  on the same day will be treated as a single transfer  and  the
total  combined transfer amount will be subject to the $500,000 limitation.
If  the $500,000 limitation is exceeded, no amount of the transfer will  be
executed by Keyport.

In  applying the $500,000 limitation, Keyport may treat as one transfer all
transfers requested by a Certificate Owner for multiple Certificates he  or
she  owns.  If  the $500,000 limitation is exceeded for multiple  transfers
requested on the same day that are treated as a single transfer, no  amount
of the transfer will be executed by Keyport.

In  applying  the $500,000 limitation to transfers requested  by  a  common
attorney-in-fact or investment adviser, Keyport will treat as one  transfer
all  transfers  requested  under  different  Certificates  that  are  being
requested under powers of attorney with a common attorney-in-fact  or  that
are,  in  Keyport's determination, based on the recommendation of a  common
investment adviser or broker/dealer. If the $500,000 limitation is exceeded
for  multiple  transfers requested on the same day that are  treated  as  a
single transfer, no amount of the transfer will be executed by Keyport.  If
a  transfer is executed under one Certificate and, within the next 30 days,
a  transfer request for another Certificate is determined by Keyport to  be
related to the executed transfer under this paragraph's rules, the transfer
request will not be executed by Keyport. In order for it to be executed, it
would  need  to be requested again after the 30 day period has expired  and
it, along with any other transfer requests that are collectively treated as
a single transfer, would need to total less than $500,000.

Keyport's  interest  in  applying  these  limitations  is  to  protect  the
interests  of  both Certificate Owners who are not engaging in  significant
transfer activity and Certificate Owners who are engaging in such activity.
Keyport  has determined that the actions of Certificate Owners engaging  in
significant  transfer  activity among Sub-Accounts  may  cause  an  adverse
affect  on  the  performance  of  the Eligible  Fund  for  the  Sub-Account
involved.  The  movement  of Sub-Account values  from  one  Sub-Account  to
another may prevent the appropriate Eligible Fund from taking advantage  of
investment  opportunities because it must maintain  a  liquid  position  in
order  to  handle redemptions. Such movement may also cause  a  substantial
increase  in  Fund  transaction costs which must  be  indirectly  borne  by
Certificate Owners.

   
Certificate Owners will be notified, in advance, of the imposition  of  any
transfer  fee or of a change in the limitation on the number of  transfers.
The fee will not exceed $25.
    

Transfers must be made by Written Request unless the Certificate Owner  has
by Written Request authorized Keyport to accept telephone transfer requests
from  the  Certificate Owner or from a person acting  for  the  Certificate
Owner  as  an  attorney-in-fact under a power of attorney.  By  authorizing
Keyport  to  accept  telephone transfer instructions, a  Certificate  Owner
agrees  to accept and be bound by the conditions and procedures established
by  Keyport from time to time. The current conditions and procedures are in
Appendix B and Certificate Owners authorizing telephone transfers  will  be
notified, in advance, of any changes. Written transfer requests may be made
by a person acting for the Certificate Owner as an attorney-in-fact under a
power of attorney.

Transfer  requests received by Keyport before the close of trading  on  the
New  York Stock Exchange (currently 4:00 PM Eastern Time) will be initiated
at  the  close  of business that day. Any requests received later  will  be
initiated  at  the  close of the next business day.  Each  request  from  a
Certificate Owner to transfer value will be executed by both redeeming  and
acquiring Accumulation Units on the day Keyport initiates the transfer.

If  100%  of  any  Sub-Account's value is transferred  and  the  allocation
formula   for  Purchase  Payments  includes  that  Sub-Account,  then   the
allocation  formula for future Purchase Payments will automatically  change
unless  the  Certificate Owner instructs otherwise.  For  example,  if  the
allocation formula is 50% to Sub-Account A and 50% to Sub-Account B and all
of  Sub-Account  A's value is transferred to Sub-Account B, the  allocation
formula  will change to 100% to Sub-Account B unless the Certificate  Owner
instructs otherwise.

   
     Substitution of Eligible Funds and Other Variable Account Changes
    

If  the  shares of any of the Eligible Funds should no longer be  available
for  investment by the Variable Account or if in the judgment of  Keyport's
management   further   investment  in  such  fund  shares   should   become
inappropriate in view of the purpose of the Certificate, Keyport may add or
substitute  shares of another Eligible Fund or of another mutual  fund  for
Eligible   Fund   shares  already  purchased  under  the  Certificate.   No
substitution of Fund shares in any Sub-Account may take place without prior
approval   of  the  Securities  and  Exchange  Commission  and  notice   to
Certificate Owners, to the extent required by the Investment Company Act of
1940.

Keyport has also reserved the right, subject to compliance with the law  as
currently  applicable or subsequently changed: (a) to operate the  Variable
Account  in any form permitted under the Investment Company Act of 1940  or
in  any  other  form permitted by law; (b) to take any action necessary  to
comply  with  or  obtain and continue any exemptions  from  the  Investment
Company  Act  of 1940 or to comply with any other applicable  law;  (c)  to
transfer any assets in any Sub-Account to another Sub-Account, or to one or
more  separate investment accounts, or to Keyport's general account; or  to
add,  combine or remove Sub-Accounts in the Variable Account;  and  (d)  to
change the way Keyport assesses charges, so long as the aggregate amount is
not increased beyond that currently charged to the Variable Account and the
Eligible Funds in connection with the Certificates.

                                DEDUCTIONS
                                     
               Deductions for Certificate Maintenance Charge

Keyport  has responsibility for all administration of the Certificates  and
the  Variable Account. This administration includes, but is not limited to,
preparation  of  the  Certificates,  maintenance  of  Certificate   Owners'
records,   and   all  accounting,  valuation,  regulatory   and   reporting
requirements.  Keyport  makes  a Certificate Maintenance  Charge  for  such
services  during  the  accumulation and annuity  payment  periods.  At  the
present  time  the  Certificate Maintenance Charge is $36  per  Certificate
Year.  PRIOR TO THE INCOME DATE THE CERTIFICATE MAINTENANCE CHARGE  IS  NOT
GUARANTEED  AND  MAY  BE  CHANGED BY KEYPORT. The  Certificate  Maintenance
Charge will be waived before the Income Date if:

   
(i)  it is the first Certificate Anniversary,
(ii)  the  Certificate Value is greater than or equal  to  $40,000  on  the
Certificate Anniversary date this charge is imposed, or
(iii)  Purchase  Payments of at least $2,000 have been made  in  the  prior
Certificate  Year  and there has been no partial withdrawal  in  the  prior
Certificate Year.
    

The  Certificate Maintenance Charge will be waived on and after the  Income
Date for the current year if:

   
(i) variable annuity Option A is applicable; and
(ii) at the time of the first payment of the year, the present value of all
of  the  remaining payments (see "Option A" on Page 21) is greater than  or
equal to $40,000.
    

Prior  to  the Income Date, the full amount of the charge will be  deducted
from the Variable Account Value on each Certificate Anniversary and on  the
date of any total surrender not falling on the Certificate Anniversary.  On
the  Income  Date,  a  pro-rata portion of  the  charge  due  on  the  next
Certificate  Anniversary will be deducted from the Variable Account  Value.
This   pro-rata  charge  covers  the  period  from  the  prior  Certificate
Anniversary to the Income Date. For example, if the Income Date  occurs  73
days  after that prior anniversary, then one-fifth (i.e., 73 days/365 days)
of  the annual charge would be deducted on the Income Date. The charge will
be  deducted from each Sub-Account in the proportion that the value of each
bears to the Variable Account Value.

Once  annuity  payments begin on the Income Date or once they  begin  after
surrender  benefits are applied under a settlement option, the yearly  cost
of  the  Certificate Maintenance Charge for a payee's annuity will  be  the
same as the yearly amount in effect immediately before the annuity payments
begin.  Keyport  may  not  later  change  the  amount  of  the  Certificate
Maintenance Charge deducted from the annuity payments. The charge  will  be
deducted  on  a pro-rata basis from each annuity payment. For  example,  if
annuity payments are monthly, then one-twelfth of the annual charge will be
deducted from each payment.

             Deductions for Mortality and Expense Risk Charge

   
Although  variable  annuity  payments  made  to  Annuitants  will  vary  in
accordance  with  the  investment performance of  the  investments  of  the
Variable  Account,  they will not be affected by the  mortality  experience
(death  rate)  of  persons  receiving  such  payments  or  of  the  general
population.  Keyport  guarantees the Death Benefits  described  below  (see
"Death  Benefits"). Keyport assumes an expense risk since  the  Certificate
Maintenance  Charge after the Income Date will stay the  same  and  not  be
affected by variations in expenses.
    

To  compensate  it  for  assuming mortality and  expense  risks,  for  each
Valuation  Period  Keyport deducts from each Sub-Account  a  Mortality  and
Expense Risk Charge equal on an annual basis to 1.25% of the average  daily
net  asset value of the Sub-Account. The charge is deducted during both the
accumulation  and annuity periods (i.e., both before and after  the  Income
Date).  Less than the full charge will be deducted from Sub-Account  values
attributable  to  Certificates issued to employees  of  Keyport  and  other
persons specified in "Sales of the Certificates".

                 Deductions for Daily Distribution Charge

Keyport  also deducts from each Sub-Account each Valuation Period  a  daily
Distribution Charge equal on an annual basis to 0.15% of the average  daily
net  asset  value of the Sub-Account. This charge compensates  Keyport  for
certain sales distribution expenses relating to the Certificate.

This  charge  will not be deducted from Sub-Account values attributable  to
Certificates  that have reached the maximum cumulative distribution  charge
limit defined below and to Certificates issued to employees of Keyport  and
other persons specified in "Sales of the Certificates". The charge is  also
not deducted from Sub-Account values attributable to Annuity Units. Keyport
may decide not to deduct the charge from Sub-Account values attributable to
a  Certificate  issued in an internal exchange or transfer  of  an  annuity
contract of Keyport's general account.

              Deductions for Contingent Deferred Sales Charge

A  sales  charge  is not deducted from the Certificate's Purchase  Payments
when initially received. However, a Contingent Deferred Sales Charge may be
deducted upon a surrender.

In  order to determine whether a Contingent Deferred Sales Charge  will  be
due upon a partial or total surrender, Keyport maintains a separate set  of
records.  These  records  identify the date and  amount  of  each  Purchase
Payment made to the Certificate and the Certificate Value over time.

Certificate Owners will be permitted to make partial surrenders during  the
Accumulation  Period without incurring a Contingent Deferred Sales  Charge,
as follows:

   
     1.  In  any  Certificate  Year, Certificate  Owners  may  withdraw  an
aggregate  amount  not  to  exceed, at the  time  of  the  withdrawal,  the
Certificate's  earnings, which equal: (a) the Certificate Value,  less  (b)
the portion of the Purchase Payments not previously withdrawn.

     2.  In  any  Certificate Year after the first, Certificate Owners  may
withdraw,  in addition to the amount available in 1., the amount  by  which
10%  of  the  Certificate Value as of the preceding Certificate Anniversary
exceeds the amount available in 1.
    

Contingent  Deferred Sales Charges, as discussed below,  will  be  deducted
with respect to withdrawals in excess of these amounts.

In  computing the applicable charge amounts, the amount of any surrender in
any  Certificate  Year after the first as set forth in 2.  above,  will  be
deducted from the Purchase Payments in chronological order from the  oldest
to  the  most  recent  until the amount is fully deducted.  Any  amount  so
deducted will not be subject to a charge.

The  following  additional  amounts will  be  deducted  from  the  Purchase
Payments  in  the same chronological order: the amount of any surrender  in
the  first Certificate Year in excess of the amount set forth in  1.  above
and the amount of any surrender in any later Certificate Year in excess  of
the  combined amount set forth in 1. and 2. above. The Contingent  Deferred
Sales Charge for each Purchase Payment from which a deduction is made  will
be equal to (a) multiplied by (b), where:

(a)  is the amount so deducted; and

(b)  is the applicable percentage for the number of years that have elapsed
from  the date of that payment to the date of surrender. Years are measured
from  the  month  and  day of payment to the same month  and  day  in  each
subsequent  calendar  year.  The percentages applicable  to  each  Purchase
Payment during the seven years after the date of its payment are: 7% during
year  1;  6% during year 2; 5% during year 3; 4% during year 4;  3%  during
year 5; 2% during year 6; 1% during year 7; and 0% thereafter.

The  applicable Contingent Deferred Sales Charges for each Purchase Payment
are  then  totaled.  The lesser of this total amount and the  Certificate's
maximum   cumulative  distribution  charge  will  be  deducted   from   the
Certificate  Value in the same manner as the surrender amount. The  maximum
cumulative distribution charge is equal to (a) less (b), where (a) is 9% of
the  total Purchase Payments made to the Certificate and (b) is the sum  of
all  prior  Contingent Deferred Sale Charge deductions from the Certificate
Value  and all prior Variable Account daily distribution charges applicable
to  the  Certificate from the 0.15% distribution charge factor. After  each
surrender,  Keyport's  records will be adjusted to reflect  any  deductions
made from the applicable Purchase Payments.

Example:  Two  Purchase Payments were made one year apart  for  $5,000  and
$7,000.  The  Certificate Value has grown to an assumed  $13,200  when  the
Certificate Owner decides to withdraw $8,000. The Certificate Value at  the
beginning  of the Certificate Year of surrender was $13,000. The Contingent
Deferred  Sales Charge percentages at the time of surrender are an  assumed
5% for the $5,000 payment and 6% for the $7,000 payment. The portion of the
surrender representing the Certificate's earnings ($13,200 less $12,000, or
$1,200)  would  not be subject to charges. Since $1,200 is  less  than  the
amount  guaranteed  not  to have charges (10% of $13,000,  or  $1,300),  an
additional  $100  would  not  be subject to charges.  This  $100  would  be
deducted  from  the  oldest Purchase Payment, reducing it  from  $5,000  to
$4,900. The $1,200 increase in value plus the additional $100 leaves $6,700
($8,000  - 1,200 - 100) to be deducted. This $6,700 would be deducted  from
the  $4,900  of  the  first payment still left and  $1,800  of  the  second
payment.  The  total  Contingent Deferred  Sales  Charge  would  be  $4,900
multiplied by the applicable 5% and $1,800 times the applicable  6%,  or  a
total of $353. The distribution charge records would now reflect $0 for the
1st  payment and $5,200 for the 2nd payment. The $8,000 requested plus  the
$353  charge  would  be deducted from Certificate Values  under  the  rules
specified in "Partial Withdrawals and Surrender" on Page 20.

   
The  Contingent Deferred Sales Charge, when it is applicable, will be  used
to  cover  the  expenses of selling the Certificate, including compensation
paid to selling dealers and the cost of sales literature. Any expenses  not
covered  by  the charge will be paid from Keyport's general account,  which
may include monies deducted from the Variable Account for the Mortality and
Expense  Risk  Charge. A dealer selling the Certificate may receive  up  to
6.00% of Purchase Payments with additional compensation later based on  the
Certificate  Value of those payments. During certain time periods  selected
by  Keyport  and KFSC, the percentage may increase to 6.25%.  In  addition,
under certain circumstances, Keyport or certain of its affiliates, under  a
marketing  support  agreement with KFSC may pay certain sellers  for  other
services  not directly related to the sale of Certificates such as  special
marketing support allowances.
    

The  Contingent Deferred Sales Charge will be waived in the event a Covered
Person  is confined in a medical facility in accordance with the provisions
and conditions of an endorsement relating to such confinements.

The  Contingent Deferred Sales Charge will be eliminated under Certificates
issued to employees of Keyport and other persons specified in "Sales of the
Certificates".

Keyport  may  reduce or change to 0% any Contingent Deferred  Sales  Charge
percentage  under a Certificate issued in an internal exchange or  transfer
of an annuity contract of Keyport's general account.

Keyport may allow, under the Systematic Withdrawal Program and under  other
permitted circumstances, all or part of the amount in 2. on Page 17 to also
be  available in the first Certificate Year.  If so, the amount in 2. above
will  be  calculated by substituting the initial Purchase Payment  for  the
Certificate Value.

            Deductions for Transfers of Variable Account Value

   
The  Certificate allows Keyport to charge a transfer fee. Currently no  fee
is  being charged. Certificate Owners will be notified, in advance, of  the
imposition of any fee. The fee will not exceed $25.
    

                       Deductions for Premium Taxes

Keyport  deducts  the amount of any premium taxes levied by  any  state  or
governmental  entity  when  paid  unless  Keyport  elects  to  defer   such
deduction.  It is not possible to describe precisely the amount of  premium
tax  payable  on any transaction involving the Certificate offered  hereby.
Such  premium taxes depend, among other things, on the type of  Certificate
(Qualified  or Non-Qualified), on the state of residence of the Certificate
Owner,  the  state  of residence of the Annuitant, the  status  of  Keyport
within  such  states, and the insurance tax laws of such states.  Currently
such  premium taxes range from 0% to 5.0% of either total Purchase Payments
or Certificate Value.

                        Deductions for Income Taxes

Keyport  will  deduct  from any amount payable under  the  Certificate  any
income  taxes  that a governmental authority requires Keyport  to  withhold
with  respect  to  that  amount. See "Income  Tax  Withholding"  and  "Tax-
Sheltered Annuities".

                      Total Variable Account Expenses

Total Variable Account expenses in relation to the Certificate will be  the
Certificate Maintenance Charge, the Mortality and Expense Risk Charge,  and
the Daily Sales Charge.

The  value of the assets in the Variable Account will reflect the value  of
Eligible  Fund  shares and therefore the deductions from and expenses  paid
out  of the assets of the Eligible Funds. These deductions and expenses are
described in the Eligible Fund prospectuses.

                              OTHER SERVICES

   
The  Programs. Keyport offers several investment related programs which are
available  only  prior  to the Income Date: Asset Allocation;  Dollar  Cost
Averaging;  Systematic  Investment; and Systematic Withdrawal  Programs.  A
Rebalancing Program is available prior to and after the Income Date.  Under
each  Program  that utilizes transfers, the related transfers  between  and
among  Sub-Accounts and the Fixed Account are not counted  as  one  of  the
twelve  free  transfers. Each of the Programs has its own requirements,  as
discussed below. Keyport reserves the right to terminate any Program.
    

If the Certificate Owner has submitted the required telephone authorization
form,  certain  changes  may  be  made by  telephone.  For  those  Programs
involving  transfers,  Owners  may change instructions  by  telephone  with
regard to which Sub-Accounts or the Fixed Account Certificate Value may  be
transferred.  The  current  conditions  and  procedures  are  described  in
Appendix B.

Dollar  Cost  Averaging  Program. Keyport offers a  Dollar  Cost  Averaging
Program that Certificate Owners may participate in by Written Request.  The
program periodically transfers Accumulation Units from the Stein Roe  Money
Market Sub-Account or the One-Year Guarantee Period of the Fixed Account to
other Sub-Accounts selected by the Certificate Owner. The program allows  a
Certificate Owner to invest in Variable Sub-Accounts over time rather  than
having  to  invest  in  those Sub-Accounts all  at  once.  The  program  is
available  for initial and subsequent Purchase Payments and for Certificate
Value  transferred into the Stein Roe Money Market Sub-Account or the  One-
Year Guarantee Period. Under the program, Keyport makes automatic transfers
on  a  periodic basis out of the Stein Roe Money Market Sub-Account or  the
One-Year  Guarantee  Period into one or more of the  other  available  Sub-
Accounts  (Keyport reserves the right to limit the number  of  Sub-Accounts
the Certificate Owner may choose but there are currently no limits).

The  Certificate Owner by Written Request must specify the Stein Roe  Money
Market  Sub-Account  or  the  One  Year Guarantee  Period  from  which  the
transfers  are  to  be made, the monthly amount to be transferred  (minimum
$100)  and  the Sub-Account(s) to which the transfers are to be  made.  The
first  transfer  will  occur  at the close of  the  Valuation  Period  that
includes the 30th day after the receipt of the Certificate Owner's  Written
Request. Each succeeding transfer will occur one month later (e.g., if  the
30th  day after the receipt date is April 8, the second transfer will occur
at  the  close  of  the Valuation Period that includes  May  8).  When  the
remaining  value is less than the monthly transfer amount,  that  remaining
value  will  be  transferred and the program will end.  Before  this  final
transfer,  the  Certificate  Owner may extend  the  program  by  allocating
additional  Purchase Payments to the Stein Roe Money Market Sub-Account  or
the  One Year Guarantee Period or by transferring Certificate Value to  the
Stein  Roe  Money Market Sub-Account or the One Year Guarantee Period.  The
Certificate  Owner  may,  by Written Request or by  telephone,  change  the
monthly  amount to be transferred, change the Sub-Account(s) to  which  the
transfers   are  to  be  made,  or  end  the  program.  The  program   will
automatically end if the Income Date occurs. Keyport reserves the right  to
end  the program at any time by sending the Certificate Owner a notice  one
month in advance.

Written  or telephone instructions must be received by Keyport by  the  end
(currently  4:00  PM Eastern Time) of the business day preceding  the  next
scheduled  transfer  in order to be in effect for that transfer.  Telephone
instructions  are subject to the conditions and procedures  established  by
Keyport from time to time. The current conditions and procedures appear  in
Appendix B, and Certificate Owners in a dollar cost averaging program  will
be notified, in advance, of any changes.

   
Asset  Allocation Program. Certificate Owners may select  from  five  asset
allocation model portfolios separately developed by Ibbotson Associates and
Standard  & Poor's (Model A -- Capital Preservation, Model B -- Income  and
Growth,  Model  C -- Moderate Growth, Model D -- Growth,  and  Model  E  --
Aggressive  Growth).  If  a Certificate Owner elects  one  of  the  models,
initial  and  subsequent Purchase Payments will automatically be  allocated
among  the  Sub-Accounts in the model. Only one model  may  be  used  in  a
Certificate  at  a  time. Certificate Owners may use  a  questionnaire  and
scoring  system  to  determine the model which corresponds  to  their  risk
tolerance and time horizons.

Periodically  Ibbotson  Associates and Standard & Poor's  will  review  the
models  and  may  determine that a reconfiguration of the Sub-Accounts  and
percentage allocations among those Sub-Accounts is appropriate. Certificate
Owners will receive notification prior to any reconfiguration.
    

The  Fixed  Account  is  not  available in any asset  allocation  model.  A
Certificate Owner may allocate initial or subsequent Purchase Payments,  or
Certificate Value, between an asset allocation model and the Fixed Account.

   
Rebalancing Program. In accordance with the Certificate Owner's election of
the   relative  Purchase  Payment  percentage  allocations,  Keyport   will
automatically  rebalance the Certificate Value of each  Sub-Account  either
monthly,  quarterly, semi-annually, or annually. On the  last  day  of  the
period selected, Keyport will automatically rebalance the Certificate Value
in  each  of  the  Sub-Accounts  to  match  the  current  Purchase  Payment
percentage allocations. The Program may be terminated at any time  and  the
percentages may be altered by Written Request. The requested change must be
received  at  the  Office ten (10) days prior to  the  end  of  the  period
selected.  Certificate Value allocated to the Fixed Account is not  subject
to  automatic  rebalancing.  After the Income Date,  automatic  rebalancing
applies  only  to variable annuity payments and Keyport will rebalance  the
number  of  Annuity Units in each Sub-Account (Annuity Units  are  used  to
calculate  the  amount of each Sub-Account annuity payment;  see  "Variable
Annuity Benefits" in the Statement of Additional Information).

Systematic   Investment  Program.  Purchase  Payments  under  Non-Qualified
Certificates  may be made by monthly deductions from the  bank  account  or
payroll  of any Certificate Owner who has completed and returned to Keyport
a  Systematic  Investment Program application and authorization  form.  The
application and authorization form may be obtained from Keyport or from the
sales  representative. Each Systematic Investment Program Purchase  Payment
is subject to a current minimum of $50.

Systematic Withdrawal Program. To the extent permitted by law, Keyport will
make  monthly,  quarterly,  semi-annually  or  annual  distributions  of  a
predetermined dollar amount to the Certificate Owner that has  enrolled  in
the  Systematic  Withdrawal Program. Under the Program,  all  distributions
will  be  made  directly to the Certificate Owner and will be  treated  for
federal tax purposes as any other withdrawal or distribution of Certificate
Value. (See "Tax Status".) The Certificate Owner may specify the amount  of
each   partial  withdrawal,  subject  to  a  minimum  of  $100.  Systematic
withdrawals may be made from the Sub-Accounts and the one, three, five, and
seven  year  Guarantee Periods of the Fixed Account.  In  each  Certificate
Year, portions of Certificate Value may be withdrawn without the imposition
of  any  Contingent  Deferred Sales Charge ("Free Withdrawal  Amount").  If
withdrawals  pursuant to the Program are greater than the  Free  Withdrawal
Amount,  the  amount  of the withdrawals greater than the  Free  Withdrawal
Amount  will be subject to the applicable Contingent Deferred Sales Charge.
Any unrelated voluntary partial withdrawal a Certificate Owner makes during
a  Certificate  Year will be aggregated with withdrawals  pursuant  to  the
Program  to  determine the applicability of any Contingent  Deferred  Sales
Charge under the Certificate provisions regarding partial withdrawals.

Unless  the Certificate Owner specifies the Sub-Account or Sub-Accounts  or
the Fixed Account from which withdrawals of Certificate Value shall be made
or  if the amount in a specified Sub-Account is less than the predetermined
amount,  Keyport  will  make withdrawals under the Program  from  the  Sub-
Accounts  and the Fixed Account in amounts proportionate to the amounts  in
the  Sub-Accounts and the Fixed Account. All withdrawals under the  Program
will  be  effected by canceling the number of Accumulation Units  equal  in
value  to  the  amount to be distributed to the Certificate Owner  and  any
applicable Contingent Deferred Sales Charge.
    

The  Program may be combined with all other Programs except the  Systematic
Investment Program.

It may not be advisable to participate in the Systematic Withdrawal Program
and  incur  a  Contingent  Deferred Sales  Charge  when  making  additional
Purchase Payments under the Certificate.

                             THE CERTIFICATES
                                     
                          Variable Account Value
                                     
The  Variable  Account Value for a Certificate is the sum of the  value  of
each  Sub-Account  to which values are allocated under a  Certificate.  The
value  of  each  Sub-Account is determined at any time by  multiplying  the
number  of  Accumulation  Units attributable to  that  Sub-Account  by  the
Accumulation  Unit value for that Sub-Account at the time of determination.
The  Accumulation  Unit  value is an accounting unit  of  measure  used  to
determine the change in an Accumulation Unit's value from Valuation  Period
to Valuation Period.

Each Purchase Payment that is made results in additional Accumulation Units
being   credited  to  the  Certificate  and  the  appropriate   Sub-Account
thereunder. The number of additional units for any Sub-Account  will  equal
the  amount allocated to that Sub-Account divided by the Accumulation  Unit
value for that Sub-Account at the time of investment.

                             Valuation Periods

The  Variable Account is valued each Valuation Period using the  net  asset
value  of  the  Eligible  Fund shares. A Valuation  Period  is  the  period
commencing at the close of trading on the New York Stock Exchange  on  each
Valuation  Date and ending at the close of trading for the next  succeeding
Valuation  Date.  A  Valuation Date is each day that  the  New  York  Stock
Exchange  is  open for business. The New York Stock Exchange  is  currently
closed  on  weekends,  New  Year's  Day,  Martin  Luther  King,  Jr.   Day,
Presidents'  Day, Good Friday, Memorial Day, Independence Day,  Labor  Day,
Thanksgiving Day and Christmas Day.

                           Net Investment Factor

   
Variable  Account  Value will fluctuate in accordance with  the  investment
results  of the underlying Eligible Funds. In order to determine how  these
fluctuations  affect  value, Keyport utilizes an Accumulation  Unit  value.
Each  Sub-Account has its own Accumulation Units and value  per  Unit.  The
Unit value applicable during any Valuation Period is determined at the  end
of that period.
    

When Keyport first purchased Eligible Fund shares on behalf of the Variable
Account,  Keyport  valued  each Accumulation Unit  at  a  specified  dollar
amount.  The  Unit  value  for each Sub-Account  in  any  Valuation  Period
thereafter is determined by multiplying the value for the prior period by a
net  investment  factor.  This factor may be  greater  or  less  than  1.0;
therefore,  the  Accumulation Unit may increase or decrease from  Valuation
Period to Valuation Period. Keyport calculates a net investment factor  for
each  Sub-Account  by dividing (a) by (b) and then subtracting  (c)  (i.e.,
(a/b) - c), where:

(a) is equal to:

(i)  the net asset value per share of the Eligible Fund at the end  of  the
Valuation Period; plus

(ii) the per share amount of any distribution made by the Eligible Fund  if
the "ex-dividend" date occurs during that same Valuation Period.

(b) is the net asset value per share of the Eligible Fund at the end of the
prior Valuation Period.

(c) is equal to:

(i)  the  Valuation  Period equivalent of the Mortality  and  Expense  Risk
Charge; plus

(ii) the Valuation Period equivalent of the daily Distribution Charge; plus

(iii) a charge factor, if any, for any tax provision established by Keyport
as a result of the operations of that Sub-Account.

If  a  Certificate ever reaches the maximum cumulative sales  charge  limit
defined  in "Deductions for Contingent Deferred Sales Charge", Unit  values
without  (c)(ii) above will be used thereafter. For Certificates issued  to
employees  of  Keyport  and  other  persons  specified  in  "Sales  of  the
Certificates",  Unit values with .35% in (c)(i) above and  without  (c)(ii)
above  will  be  used. Unit values without (c)(ii) above may  be  used  for
certain  Certificates  issued  in an internal  exchange  or  transfer  (see
"Deductions for Daily Distribution Charge").

                      Modification of the Certificate

Only Keyport's President or Secretary may agree to alter the Certificate or
waive  any of its terms. Any changes must be made in writing and  with  the
Certificate Owner's consent, except as may be required by applicable law.

                              Right to Revoke

The Certificate Owner may return the Certificate within 10 days after he or
she receives it by delivering or mailing it to Keyport's Office. The return
of  the  Certificate by mail will be effective when the postmark is affixed
to   a  properly  addressed  and  postage-prepaid  envelope.  The  returned
Certificate will be treated as if Keyport never issued it and Keyport  will
refund  either the Certificate Value or Purchase Payments, as  required  by
state law.

For  Certificates delivered in California to a Certificate Owner age 60  or
older, the Certificate Owner may return the Certificate to Keyport's Office
or to the agent from whom the Certificate was purchased. If the Certificate
is  received at Keyport's Office or by the agent within 30 days  after  the
Certificate  Owner  receives  the  Certificate,  Keyport  will  refund  the
Certificate Value.

              DEATH PROVISIONS FOR NON-QUALIFIED CERTIFICATES

Death  of Primary Owner, Joint Owner or Certain Non-Owner Annuitant.  These
provisions  apply  if, before the Income Date while the Certificate  is  In
Force,  the  primary Certificate Owner or any Joint Certificate Owner  dies
(whether  or not the decedent is also the Annuitant) or the Annuitant  dies
under  a Certificate with a non-natural Certificate Owner such as a  trust.
The Designated Beneficiary will control the Certificate after such a death.

If  the  decedent's  surviving  spouse (if  any)  is  the  sole  Designated
Beneficiary,  the surviving spouse will automatically become the  new  sole
primary Certificate Owner as of the decedent's date of death. And,  if  the
Annuitant  is the decedent, the new Annuitant will be any living contingent
annuitant,  otherwise  the surviving spouse. The Certificate  may  continue
until another death occurs (i.e., until the death of the Annuitant, primary
Certificate  Owner or joint Certificate Owner). Except for this  paragraph,
all of "Death Provisions" will apply to that subsequent death.

In  all other cases, the Certificate may continue up to five years from the
date  of death. During this period, the Designated Beneficiary may exercise
all  ownership  rights, including the right to make  transfers  or  partial
surrenders  or  the  right  to totally surrender the  Certificate  for  its
Surrender  Value. If the Certificate is still in effect at the end  of  the
five-year  period,  Keyport will automatically end it then  by  paying  the
Certificate  Value  to  the  Designated  Beneficiary.  If  the   Designated
Beneficiary is not then alive, Keyport will pay any person(s) named by  the
Designated  Beneficiary  in  a Written Request;  otherwise  the  Designated
Beneficiary's estate.

The  Covered Person under this paragraph shall be the decedent if he or she
is  the  first  to die of the primary Certificate Owner, Joint  Certificate
Owner, Annuitant, or, if there is a non-natural Certificate Owner such as a
trust,  the  Annuitant shall be the Covered Person. If the  Covered  Person
dies, the Certificate Value will be increased, as provided below, if it  is
less than the Death Benefit Amount ("DBA"). The DBA is:

The  DBA at issue is the initial Purchase Payment. Thereafter, the  DBA  is
calculated  for  each  Valuation period by adding any  additional  Purchase
Payments,  and deducting any partial withdrawals, including any  applicable
surrender charge. This resulting amount is the "net Purchase Payment  death
benefit".  The  Certificate  Value for each  Certificate  Anniversary  (the
"Anniversary  Value")  before the 81st birthday of the  Covered  Person  is
determined.  Each  Anniversary Value is increased by any Purchase  Payments
made  after that anniversary. This resultant value is then decreased by  an
amount  calculated at the time of any partial withdrawal  made  after  that
anniversary. The amount is calculated by taking the amount of  any  partial
withdrawal, and dividing by the Certificate Value immediately preceding the
partial   withdrawal,  and  then  multiplying  by  the  Anniversary   Value
immediately preceding the withdrawal. The greatest Anniversary Value, as so
adjusted,  (the  "greatest Anniversary Value") is the DBA  unless  the  net
Purchase  Payment death benefit is higher. The net Purchase  Payment  death
benefit  will  be  the  DBA  if such amount is  higher  than  the  greatest
Anniversary Value.

When Keyport receives due proof of the Covered Person's death, Keyport will
compare, as of the date of death, the Certificate Value to the DBA. If  the
Certificate Value was less than the DBA, Keyport will increase the  current
Certificate  Value  by the amount of the difference. Note  that  while  the
amount of the difference is determined as of the date of death, that amount
is  not added to the Certificate Value until Keyport receives due proof  of
death.  The amount to be credited will be allocated to the Variable Account
and/or the Fixed Account based on the Purchase Payment allocation selection
that is in effect when Keyport receives due proof of death. Whether or  not
the Certificate Value is increased because of this minimum death provision,
the  Designated  Beneficiary may, by the later of the 90th  day  after  the
Covered  Person's death and the 60th day after Keyport is notified  of  the
death,  surrender  the  Certificate for the  Certificate  Withdrawal  Value
without any applicable Contingent Deferred Sales Charge being deducted. For
a surrender after the applicable 90 or 60 day period and for a surrender at
any time after the death of a non-Covered Person, any applicable Contingent
Deferred  Sales  Charge  would  be deducted.  If  the  Certificate  is  not
surrendered, it will continue for the time period specified above.

Payment of Benefits. Instead of receiving a lump sum, the Certificate Owner
or  any  Designated Beneficiary may direct by Written Request that  Keyport
pay  any  benefit  of $5,000 or more under an annuity payment  option  that
meets  the  following: (a) the first payment to the Designated  Beneficiary
must  be  made no later than one year after the date of death; (b) payments
must  be made over the life of the Designated Beneficiary or over a  period
not  extending  beyond that person's life expectancy; and (c)  any  payment
option  that  provides  for payments to continue after  the  death  of  the
Designated  Beneficiary will not allow the successor payee  to  extend  the
period of time over which the remaining payments are to be made.

Death  of  Certain Non-Certificate Owner Annuitant. These provisions  apply
if,  before  the  Income Date while the Certificate is In  Force,  (a)  the
Annuitant dies, (b) the Annuitant is not a Certificate Owner, and  (c)  the
Certificate Owner is a natural person. The Certificate will continue  after
the  Annuitant's  death. The new Annuitant will be  any  living  contingent
annuitant, otherwise the primary Certificate Owner. If the Annuitant is the
first  to  die  of  the  Certificate's  primary  Certificate  Owner,  Joint
Certificate  Owner and Annuitant, then the Annuitant is the Covered  Person
and  the Certificate Value will be increased, as provided below, if  it  is
less  than the Death Benefit Amount ("DBA"), as defined above. When Keyport
receives  due proof of the Annuitant's death, Keyport will compare,  as  of
the  date  of  death, the Certificate Value to the DBA. If the  Certificate
Value  was less than the DBA, Keyport will increase the current Certificate
Value  by the amount of the difference. Note that while the amount  of  the
difference is determined as of the date of death, that amount is not  added
to  the  Certificate Value until Keyport receives due proof of  death.  The
amount to be credited will be allocated to the Variable Account and/or  the
Fixed Account based on the Purchase Payment allocation selection that is in
effect  when  Keyport  receives due proof of  death.  Whether  or  not  the
Certificate Value is increased because of this minimum death provision, the
Certificate Owner may surrender the Certificate within 90 days of the  date
of  the Annuitant's death for the Certificate Withdrawal Value without  any
applicable Contingent Deferred Sales Charge being deducted. For a surrender
after  90  days, any applicable Contingent Deferred Sales Charge  would  be
deducted.

                DEATH PROVISIONS FOR QUALIFIED CERTIFICATES

Death of Annuitant. If the Annuitant dies before the Income Date while  the
Certificate  is  In  Force,  the Designated Beneficiary  will  control  the
Certificate after such a death. The Certificate Value will be increased, as
provided  below,  if it is less than the Death Benefit  Amount  ("DBA")  as
defined  above.  When Keyport receives due proof of the Annuitant's  death,
Keyport will compare, as of the date of death, the Certificate Value to the
DBA.  If the Certificate Value was less than the DBA, Keyport will increase
the  current Certificate Value by the amount of the difference.  Note  that
while  the amount of the difference is determined as of the date of  death,
that  amount  is not added to the Certificate Value until Keyport  receives
due  proof  of  death. The amount to be credited will be allocated  to  the
Variable  Account  and/or the Fixed Account based on the  Purchase  Payment
allocation selection that is in effect when Keyport receives due  proof  of
death.  Whether or not the Certificate Value is increased because  of  this
minimum  death provision, the Designated Beneficiary may, by the  later  of
the 90th day after the Annuitant's death and the 60th day after Keyport  is
notified  of  the  death,  surrender the Certificate  for  the  Certificate
Withdrawal  Value without any applicable Contingent Deferred  Sales  Charge
being  deducted. For a surrender after the applicable 90 or 60 day  period,
any applicable Contingent Deferred Sales Charge would be deducted.

If  the Certificate is not surrendered, it may continue for the time period
permitted  by  the  Internal  Revenue Code  provisions  applicable  to  the
particular  Qualified Plan. During this period, the Designated  Beneficiary
may exercise all ownership rights, including the right to make transfers or
partial  withdrawals or the right to totally surrender the Certificate  for
its Certificate Withdrawal Value. If the Certificate is still in effect  at
the end of the period, Keyport will automatically end it then by paying the
Certificate  Withdrawal  Value (without the  deduction  of  any  applicable
Contingent  Deferred  Sales Charge) to the Designated Beneficiary.  If  the
Designated  Beneficiary is not alive then, Keyport will pay  any  person(s)
named  by  the  Designated Beneficiary in a Written Request; otherwise  the
Designated Beneficiary's estate.

Payment of Benefits. Instead of receiving a lump sum, the Certificate Owner
or  any  Designated Beneficiary may direct by Written Request that  Keyport
pay  any  benefit  of $5,000 or more under an annuity payment  option  that
meets  the  following: (a) the first payment to the Designated  Beneficiary
must  be  made no later than one year after the date of death; (b) payments
must  be made over the life of the Designated Beneficiary or over a  period
not  extending  beyond that person's life expectancy; and (c)  any  payment
option  that  provides  for payments to continue after  the  death  of  the
Designated  Beneficiary will not allow the successor payee  to  extend  the
period of time over which the remaining payments are to be made.
                                     
                           CERTIFICATE OWNERSHIP

The  Certificate  Owner shall be the person designated in the  application.
The Certificate Owner may exercise all the rights of the Certificate. Joint
Certificate Owners are permitted but not contingent Certificate Owners.

The  Certificate Owner may by Written Request change the Certificate Owner,
primary  beneficiary,  contingent beneficiary or contingent  annuitant.  An
irrevocably-named  person may be changed only with the written  consent  of
such person.

Because  a change of Certificate Owner by means of a gift (i.e., a transfer
without  full  and  adequate  consideration) may  be  a  taxable  event,  a
Certificate  Owner should consult a competent tax adviser  as  to  the  tax
consequences resulting from such a transfer.

Any Qualified Certificate may have limitations on transfer of ownership.  A
Certificate Owner should consult the Plan Administrator and a competent tax
adviser as to the tax consequences resulting from such a transfer.

                                ASSIGNMENT

The Certificate Owner may assign the Certificate at any time. A copy of any
assignment  must be filed with Keyport. The Certificate Owner's rights  and
those of any revocably-named person will be subject to the assignment.  Any
Qualified Certificate may have limitations on assignability.

Because  an  assignment may be a taxable event, a Certificate Owner  should
consult  a competent tax adviser as to the tax consequences resulting  from
any such assignment.

                     PARTIAL WITHDRAWALS AND SURRENDER

The  Certificate  Owner may make partial withdrawals from the  Certificate.
Keyport  must  receive  a  Written Request and the  minimum  amount  to  be
withdrawn must be at least $300 or such lesser amount as Keyport may permit
in  conjunction  with a Systematic Withdrawal Program. If  the  Certificate
Value  after a partial withdrawal would be below $2,500, Keyport will treat
the  request  as  a withdrawal of only the excess amount over  $2,500.  The
amount  withdrawn  will  include any applicable Contingent  Deferred  Sales
Charge and therefore the amount actually withdrawn may be greater than  the
amount  of  the  surrender check requested. Unless  the  request  specifies
otherwise,  the  total  amount withdrawn will be  deducted  from  all  Sub-
Accounts  of the Variable Account in the ratio that the value in each  Sub-
Account bears to the total Variable Account Value. If there is no value, or
insufficient  value, in the Variable Account, then the amount  surrendered,
or the insufficient portion, will be deducted from the Fixed Account in the
ratio  that each Guarantee Period's value bears to the total Fixed  Account
Value.

The  Certificate Owner may totally surrender the Certificate  by  making  a
Written  Request. Surrendering the Certificate will end it. Upon surrender,
the Certificate Owner will receive the Certificate Withdrawal Value.

Keyport  will pay the amount of any surrender within seven days of  receipt
of  such  request.  Alternatively, the Certificate Owner may  purchase  for
himself or herself an annuity option with any surrender benefit of at least
$5,000.  Keyport's consent is needed to choose an option if the Certificate
Owner is not a natural person.

Annuity  options  based on life contingencies cannot be  surrendered  after
annuity  payments  have  begun.  Option A,  which  is  not  based  on  life
contingencies, may be surrendered if a variable payout has been selected.

Because of the potential tax consequences of a full or partial surrender, a
Certificate  Owner  should  consult a competent  tax  adviser  regarding  a
surrender.

                            ANNUITY PROVISIONS
                                     
                             Annuity Benefits

If  the  Annuitant  is alive on the Income Date and the Certificate  is  In
Force,  payments  will  begin  under the  annuity  option  or  options  the
Certificate Owner has chosen. The amount of the payments will be determined
by  applying  the  Certificate Value increased or decreased  by  a  limited
Market  Value  Adjustment of Fixed Account Value described  in  Appendix  A
(less  any  premium taxes not previously deducted and less  any  applicable
Certificate Maintenance Charge) on the Income Date in accordance  with  the
option selected.

                      Income Date and Annuity Option

The  Certificate Owner may select an Income Date and an Annuity  Option  at
the  time  of  application. If the Certificate Owner  does  not  select  an
Annuity  Option,  Option  B  will  automatically  be  designated.  If   the
Certificate  Owner  does not select an Income Date for the  Annuitant,  the
Income  Date  will  automatically be the earlier of (i) the  later  of  the
Annuitant's 90th birthday and the 10th Certificate Anniversary and (ii) any
maximum date permitted under state law.

                 Change in Income Date and Annuity Option
                                     
The  Certificate Owner may choose or change an Annuity Option or the Income
Date  by making a Written Request to Keyport at least 30 days prior to  the
Income  Date.  However,  any Income Date must be:  (a)  for  fixed  annuity
options,  not earlier than the first Certificate Anniversary; and  (b)  not
later  than  the earlier of (i) the later of the Annuitant's 90th  birthday
and  the  10th Certificate Anniversary and (ii) any maximum date  permitted
under state law.

                              Annuity Options

The Annuity Options are:

Option A: Income for a Fixed Number of Years;

Option B: Life Income with 10 Years of Payments Guaranteed; and

   
Option C: Joint and Last Survivor Income.

Other  options may be arranged by mutual consent. Each option is  available
in  two forms - as a variable annuity for use with the Variable Account and
as  a  fixed annuity for use with Keyport's general account Fixed  Account.
Variable annuity payments will fluctuate while fixed annuity payments  will
not. The dollar amount of each fixed annuity payment will be determined  by
deducting  from the Certificate Value increased or decreased by  a  limited
Market  Value  Adjustment described in Appendix A, any  applicable  premium
taxes  not  previously deducted and any applicable Certificate  Maintenance
Charge and then dividing the remainder by $1,000 and multiplying the result
by the greater of: (a) the applicable factor shown in the appropriate table
in  the Certificate; or (b) the factor currently offered by Keyport at  the
time annuity payments begin. This current factor may be based on the sex of
the payee unless to do so would be prohibited by law.

If  no  Annuity Option is selected, Option B will automatically be applied.
Unless  the  Certificate  Owner chooses otherwise, Variable  Account  Value
(less  any  applicable premium taxes not previously deducted and  less  any
applicable  Certificate Maintenance Charge) will be applied to  a  variable
annuity  option and Fixed Account Value increased or decreased by a limited
Market Value Adjustment described in Appendix A less any premium taxes  not
previously  deducted  will be applied to a fixed  annuity  option.  Whether
variable  or fixed, the same Certificate Value applied to each option  will
produce a different initial annuity payment as well as different subsequent
payments.
    

The  payee is the person who will receive the sum payable under an  annuity
option. Any annuity option that provides for payments to continue after the
death  of the payee will not allow the successor payee to extend the period
of time over which the remaining payments are to be made.

   
If the amount available to apply under any variable or fixed option is less
than  $5,000, Keyport has reserved the right to pay such amount in one  sum
to the payee in lieu of the payment otherwise provided for.

Annuity  payments  will  be made monthly unless quarterly,  semi-annual  or
annual  payments  are chosen by Written Request. However,  if  any  payment
provided  for would be or becomes less than $100, Keyport has the right  to
reduce the frequency of payments to such an interval as will result in each
payment being at least $100.

Option  A: Income For a Fixed Number of Years. Keyport will pay an  annuity
for  a  chosen number of years, not fewer than 5 nor over 50 (a  period  of
years  over  30  may  be chosen only if it does not exceed  the  difference
between  age 100 and the Annuitant's age on the date of the first payment).
Option  A is referred to as Preferred Income Plan (PIP). At any time  while
variable  annuity payments are being made, the payee may elect  to  receive
the  following  amount:  (a) the present value of the  remaining  payments,
commuted  at the interest rate used to create the annuity factor  for  this
option (this interest rate is 6% per year (5% per year for Oregon and Texas
Certificates), unless 3% per year is chosen by Written Request at the  time
the  option is selected); less (b) any Contingent Deferred Sales Charge due
by treating the value defined in (a) as a total surrender. (See "Deductions
for  Contingent Deferred Sales Charge".) Instead of receiving a  lump  sum,
the  payee may elect another payment option and the amount applied  to  the
option  will not be reduced by the charge defined in (b) above. If, at  the
death  of  the payee, Option A payments have been made for fewer  than  the
chosen number of years:
    

(a)  payments will be continued during the remainder of the period  to  the
successor payee; or

(b)  that  successor payee may elect to receive in a lump sum  the  present
value  of  the  remaining payments, commuted at the interest rate  used  to
create  the annuity factor for this option. For the variable annuity,  this
interest  rate  is  6%  per  year  (5%  per  year  for  Oregon  and   Texas
Certificates), unless 3% per year had been chosen by the payee at the  time
the option was selected.
   
    

The  Mortality  and  Expense Risk Charge is deducted during  the  Option  A
payment period if a variable payout has been selected, but Keyport  has  no
mortality risk during this period.

   
Keyport  has available a "level monthly" payment option that can be  chosen
for  variable  payments  under Option A. Under  this  option,  the  monthly
payment amount changes every twelve months instead of every month as  would
be  the  case  under  the  standard monthly payment frequency.  The  "level
monthly" option converts an annual payment amount into twelve equal monthly
payments  as  follows. Each annual payment will be determined as  described
below in "Variable Annuity Payment Values".  Each annual payment will  then
be  placed in Keyport's general account, from which it will be paid out  in
twelve equal monthly payments.  The sum of the twelve monthly payments will
exceed the annual payment amount because of an interest rate factor used by
Keyport that will vary from year to year. If the payments are commuted, (1)
the commutation method described above for calculating the present value of
remaining  payments applies to any remaining annual payments  and  (2)  any
unpaid  monthly payments out of the current twelve will be commuted at  the
interest  rate  that  was  used to determine those twelve  current  monthly
payments.
    

See  "Annuity Payments" on Page 23 for the manner in which Option A may  be
taxed.

Option  B:  Life Income with 10 Years of Payments Guaranteed. Keyport  will
pay  an  annuity during the lifetime of the payee. If, at the death of  the
payee, payments have been made for fewer than 10 years:

(a)  payments will be continued during the remainder of the period  to  the
successor payee; or

   
(b)  that  successor payee may elect to receive in a lump sum  the  present
value  of  the  remaining payments, commuted at the interest rate  used  to
create  the annuity factor for this option. For the variable annuity,  this
interest  rate  is  6%  per  year  (5%  per  year  for  Oregon  and   Texas
Certificates), unless 3% per year was chosen by Payee's Written Request.
    

The  amount of the annuity payments will depend on the age of the payee  on
the Income Date and it may also depend on the payee's sex.

Option  C: Joint and Last Survivor Income. Keyport will pay an annuity  for
as long as either the payee or a designated second natural person is alive.
The  amount of the annuity payments will depend on the age of both  persons
on  the  Income  Date and it may also depend on each person's  sex.  IT  IS
POSSIBLE  UNDER  THIS OPTION TO RECEIVE ONLY ONE ANNUITY  PAYMENT  IF  BOTH
PAYEES  DIE AFTER THE RECEIPT OF THE FIRST PAYMENT OR TO RECEIVE  ONLY  TWO
ANNUITY PAYMENTS IF BOTH PAYEES DIE AFTER RECEIPT OF THE SECOND PAYMENT AND
SO ON.

                      Variable Annuity Payment Values

The  amount of the first variable annuity payment is determined by  Keyport
using  an  annuity  purchase  rate that  is  based  on  an  assumed  annual
investment  return  of  6%  per year (5% per  year  for  Oregon  and  Texas
Certificates), unless 3% is chosen by Written Request. Subsequent  variable
annuity  payments will fluctuate in amount and reflect whether  the  actual
investment  return  of  the selected Sub-Account(s)  (after  deducting  the
Mortality  and  Expense Risk Charge) is better or worse  than  the  assumed
investment return. The total dollar amount of each variable annuity payment
will be equal to: (a) the sum of all Sub-Account payments; less (b) the pro-
rata  amount  of  the annual Certificate Maintenance Charge.  Currently,  a
payee  may  instruct Keyport to change the Sub-Account(s) used to determine
the  amount  of  the  variable annuity payments unlimited  times  every  12
months.

               Proof of Age, Sex, and Survival of Annuitant

Keyport  may require proof of age, sex or survival of any payee upon  whose
age, sex or survival payments depend. If the age or sex has been misstated,
Keyport  will compute the amount payable based on the correct age and  sex.
If income payments have begun, any underpayments Keyport may have made will
be  paid  in  full with the next annuity payment. Any overpayments,  unless
repaid  in  one  sum, will be deducted from future annuity  payments  until
Keyport is repaid in full.

                          SUSPENSION OF PAYMENTS

Keyport  reserves the right to postpone surrender payments from  the  Fixed
Account  for  up to six months. Keyport reserves the right  to  suspend  or
postpone any type of payment from the Variable Account for any period when:
(a)  the New York Stock Exchange is closed other than customary weekend  or
holiday  closings;  (b)  trading  on the Exchange  is  restricted;  (c)  an
emergency  exists as a result of which it is not reasonably practicable  to
dispose  of  securities  held in the Variable Account  or  determine  their
value; or (d) the Securities and Exchange Commission permits delay for  the
protection of security holders. The applicable rules and regulations of the
Securities  and  Exchange  Commission  shall  govern  as  to  whether   the
conditions described in (b) and (c) exist.

                                TAX STATUS
                                     
                               Introduction

The  Certificate  is  designed for use by individuals in  retirement  plans
which  may  or  may  not  be Qualified Plans under the  provisions  of  the
Internal  Revenue Code (the "Code"). The ultimate effect of federal  income
taxes  on  the Certificate Value, on annuity payments, and on the  economic
benefit  to  the  Certificate Owner, Annuitant  or  Designated  Beneficiary
depends  on  the  type  of  retirement plan for which  the  Certificate  is
purchased  and  upon  the  tax  and employment  status  of  the  individual
concerned. The discussion contained herein is general in nature and is  not
intended  as  tax advice. Each person concerned should consult a  competent
tax  adviser. No attempt is made to consider any applicable state or  other
tax   laws.  Moreover,  the  discussion  herein  is  based  upon  Keyport's
understanding  of  current federal income tax laws as  they  are  currently
interpreted.  No  representation  is  made  regarding  the  likelihood   of
continuation  of those current federal income tax laws or  of  the  current
interpretations by the Internal Revenue Service.

   
                            Recent Developments

The President has proposed and Congress will be considering certain changes
to  the  Code  that  would have significant adverse  tax  consequences  for
exchanges of variable annuities and transfers between sub-accounts, and the
calculation  of  the  taxable  portion  of  a  full  surrender  or  partial
withdrawals.  It  is  impossible to predict whether  any  of  the  proposed
changes to the Code will be enacted or in what form.
    

                     Taxation of Annuities in General

   
Section 72 of the Code governs taxation of annuities in general. There  are
no  income  taxes  on  increases in the value  of  a  Certificate  until  a
distribution occurs, in the form of a full surrender, a partial  surrender,
an assignment or gift of the Certificate, or annuity payments.

Surrenders, Assignments and Gifts. A Certificate Owner who fully surrenders
his  or her Certificate is taxed on the portion of the payment that exceeds
his  or  her cost basis in the Certificate. For Non-Qualified Certificates,
the  cost  basis is generally the amount of the Purchase Payments made  for
the  Certificate and the taxable portion of the surrender payment is  taxed
as ordinary income. For Qualified Certificates, the cost basis is generally
zero and the taxable portion of the surrender payment is generally taxed as
ordinary  income subject to special 5-year income averaging.  A  Designated
Beneficiary receiving a lump sum surrender benefit after the death  of  the
Annuitant  or Certificate Owner is taxed on the portion of the amount  that
exceeds  the  Certificate  Owner's cost basis in the  Certificate.  If  the
Designated Beneficiary elects to receive annuity payments within 60 days of
the  decedent's  death, different tax rules apply. See  "Annuity  Payments"
below.  For  Non-Qualified Certificates, the tax  treatment  applicable  to
Designated   Beneficiaries  may  be  contrasted  with  the  income-tax-free
treatment  applicable to persons inheriting and then  selling  mutual  fund
shares with a date-of-death value in excess of their basis.
    

Partial  withdrawals  received under Non-Qualified  Certificates  prior  to
annuitization are first included in gross income to the extent  Certificate
Value  exceeds Purchase Payments. Then, to the extent the Certificate Value
does  not exceed Purchase Payments, such withdrawals are treated as a  non-
taxable   return  of  principal  to  the  Certificate  Owner.  For  partial
withdrawals under a Qualified Certificate, payments are treated first as  a
non-taxable  return of principal up to the cost basis and  then  a  taxable
return  of  income.  Since  the  cost basis of  Qualified  Certificates  is
generally zero, partial surrender amounts will generally be fully taxed  as
ordinary income.

A  Certificate Owner who assigns or pledges a Non-Qualified Certificate  is
treated  as  if he or she had received the amount assigned or  pledged  and
thus  is  subject  to  taxation  under  the  rules  applicable  to  partial
withdrawals  or  surrenders.  A  Certificate  Owner  who  gives  away   the
Certificate (i.e., transfers it without full and adequate consideration) to
anyone  other than his or her spouse is treated for income tax purposes  as
if he or she had fully surrendered the Certificate.

A  special  computational rule applies if Keyport issues to the Certificate
Owner, during any calendar year, (a) two or more Certificates or (b) one or
more  Certificates  and one or more of Keyport's other  annuity  contracts.
Under  this  rule,  the  amount  of  any  distribution  includable  in  the
Certificate Owner's gross income is to be determined under Section 72(e) of
the  Code  by  treating all the Keyport contracts as one contract.  Keyport
believes  that  this  means  the  amount  of  any  distribution  under  one
Certificate  will be includable in gross income to the extent that  at  the
time  of  distribution the sum of the values for all  the  Certificates  or
contracts exceeds the sum of the cost bases for all the contracts.

   
Annuity  Payments. The non-taxable portion of each variable annuity payment
is  determined by dividing the cost basis of the Certificate by  the  total
number  of  expected payments while the non-taxable portion of  each  fixed
annuity  payment  is  determined  by an  "exclusion  ratio"  formula  which
establishes the ratio that the cost basis of the Certificate bears  to  the
total  expected value of annuity payments for the term of the annuity.  The
remaining portion of each payment is taxable. Such taxable portion is taxed
at  ordinary  income rates. For Qualified Certificates, the cost  basis  is
generally  zero.  With  annuity payments based on life  contingencies,  the
payments  will  become fully taxable once the payee lives longer  than  the
life  expectancy  used to calculate the non-taxable portion  of  the  prior
payments.  Because  variable annuity payments can increase  over  time  and
because   certain  payment  options  provide  for  a  lump  sum  right   of
commutation,  it  is  possible that the IRS could determine  that  variable
annuity payments should not be taxed as described above but instead  should
be  taxed as if they were received under an agreement to pay interest. This
determination  would  result in a higher amount (up  to  100%)  of  certain
payments being taxable.

With  respect to the "level monthly" payment option available under Annuity
Option  A,  pursuant  to which each annual payment is placed  in  Keyport's
general  account  and  paid  out  with interest  in  twelve  equal  monthly
payments, it is possible the IRS could determine that receipt of the  first
monthly payout of each annual payment is constructive receipt of the entire
annual  payment.  Thus, the total taxable amount for  each  annual  payment
would  be  accelerated to the time of the first monthly payout and reported
in the tax year in which the first monthly payout is received.
    

Penalty  Tax.  Payments  received by Certificate  Owners,  Annuitants,  and
Designated Beneficiaries under Certificates may be subject to both ordinary
income taxes and a penalty tax equal to 10% of the amount received that  is
includable  in income. The penalty tax is not imposed on amounts  received:
(a) after the taxpayer attains age 59-1/2; (b) in a series of substantially
equal payments made for life or life expectancy; (c) after the death of the
Certificate  Owner (or, where the Certificate Owner is not a  human  being,
after the death of the Annuitant); (d) if the taxpayer becomes totally  and
permanently  disabled;  or (e) under a Non-Qualified Certificate's  annuity
payment  option that provides for a series of substantially equal payments,
provided  only  one  Purchase  Payment is  made  to  the  Certificate,  the
Certificate is not issued as a result of a Section 1035 exchange,  and  the
first annuity payment begins in the first Certificate Year.

Income  Tax  Withholding.  Keyport is required to withhold  federal  income
taxes  on  taxable  amounts paid under Certificates  unless  the  recipient
elects  not  to  have withholding apply. Keyport will notify recipients  of
their  right  to  elect not to have withholding apply.  See  "Tax-Sheltered
Annuities" (TSAs) for an alternative type of withholding that may apply  to
distributions from TSAs that are eligible for rollover to another TSA or an
individual retirement annuity or account (IRA).

   
Section 1035 Exchanges. A Non-Qualified Certificate may be purchased with
proceeds from the surrender of an existing annuity contract. Such a
transaction may qualify as a tax-free exchange pursuant to Section 1035 of
the Code. It is Keyport's understanding that in such an event: (a) the new
Certificate will be subject to the distribution-at-death rules described in
"Death Provisions for Non-Qualified Certificates"; (b) Purchase Payments
made between August 14, 1982 and January 18, 1985 and the income allocable
to them will, following an exchange, no longer be covered by a
"grandfathered" exception to the penalty tax for a distribution of income
that is allocable to an investment made over ten years prior to the
distribution; and (c) Purchase Payments made before August 14, 1982 and the
income allocable to them will, following an exchange, continue to receive
the following "grandfathered" tax treatment under prior law: (i) the
penalty tax does not apply to any distribution; (ii) partial withdrawals
are treated first as a non-taxable return of principal and then a taxable
return of income; and (iii) assignments are not treated as surrenders
subject to taxation. Keyport's understanding of the above is principally
based on legislative reports prepared by the Staff of the Congressional
Joint Committee on Taxation. See "Recent Developments".
    

Diversification  Standards. The U.S. Secretary of the Treasury  has  issued
regulations  that  set  standards for diversification  of  the  investments
underlying  variable annuity contracts (other than pension plan contracts).
The  Eligible  Funds are designed to be managed to meet the diversification
requirements for the Certificate as those requirements may change from time
to  time.  If  the  diversification requirements  are  not  satisfied,  the
Certificate  would not be treated as an annuity contract. As a  consequence
to  the  Certificate Owner, income earned on a Certificate would be taxable
to  the Certificate Owner in the year in which diversification requirements
were not satisfied, including previously non-taxable income earned in prior
years.  As  a  further consequence, Keyport would be subjected  to  federal
income taxes on assets in the Variable Account.

The  Secretary of the Treasury announced in September 1986 that he  expects
to  issue  regulations which will prescribe the circumstances  in  which  a
Certificate  Owner's  control  of the investments  of  a  segregated  asset
account may cause the Certificate Owner, rather than the insurance company,
to  be  treated as the owner of the assets of the account. The  regulations
could  impose  requirements  that are not  reflected  in  the  Certificate.
Keyport, however, has reserved certain rights to alter the Certificate  and
investment  alternatives so as to comply with such regulations.  Since  the
regulations  have  not been issued, there can be no  assurance  as  to  the
content  of such regulations or even whether application of the regulations
will  be  prospective. For these reasons, Certificate Owners are  urged  to
consult with their own tax advisers.

                              Qualified Plans

The  Certificate is designed for use with several types of Qualified Plans.
The  tax  rules  applicable to participants in such  Qualified  Plans  vary
according  to  the type of plan and the terms and conditions  of  the  plan
itself.  Therefore, no attempt is made herein to provide more than  general
information  about  the use of the Certificate with the  various  types  of
Qualified  Plans.  Participants  under such  Qualified  Plans  as  well  as
Certificate Owners, Annuitants, and Designated Beneficiaries are  cautioned
that  the  rights of any person to any benefits under such Qualified  Plans
may  be  subject  to  the  terms and conditions  of  the  plans  themselves
regardless  of  the  terms  and conditions of  the  Certificate  issued  in
connection therewith. Following are brief descriptions of the various types
of  Qualified  Plans  and  of  the  use of the  Certificate  in  connection
therewith.  Purchasers  of  the Certificate should  seek  competent  advice
concerning  the terms and conditions of the particular Qualified  Plan  and
use of the Certificate with that Plan.

                          Tax-Sheltered Annuities

Section 403(b) of the Code permits public school employees and employees of
certain  types  of  charitable,  educational and  scientific  organizations
specified  in  Section 501(c)(3) of the Code to purchase annuity  contracts
and,  subject  to certain contribution limitations, exclude the  amount  of
Purchase  Payments  from  gross  income for  tax  purposes.  However,  such
Purchase Payments may be subject to Social Security (FICA) taxes. This type
of  annuity  contract is commonly referred to as a "Tax-Sheltered  Annuity"
(TSA).

Section   403(b)(11)  of  the  Code  contains  distribution   restrictions.
Specifically, benefits may be paid, through surrender of the Certificate or
otherwise,  only (a) when the employee attains age 59-1/2,  separates  from
service,  dies  or  becomes totally and permanently  disabled  (within  the
meaning of Section 72(m)(7) of the Code) or (b) in the case of hardship.  A
hardship distribution must be of employee contributions only and not of any
income  attributable  to such contributions. Section  403(b)(11)  does  not
apply to distributions attributable to assets held as of December 31, 1988.
Thus,  it  appears  that  the  law's  restrictions  would  apply  only   to
distributions attributable to contributions made after 1988, to earnings on
those  contributions, and to earnings on amounts held as of  12/31/88.  The
Internal  Revenue Service has indicated that the distribution  restrictions
of  Section  403(b)(11)  are  not  applicable  when  TSA  funds  are  being
transferred   tax-free  directly  to  another  TSA  issuer,  provided   the
transferred  funds  continue  to  be  subject  to  the  Section  403(b)(11)
distribution restrictions.

Keyport  will  notify a Certificate Owner who has requested a  distribution
from  a  Certificate if all or part of such distribution  is  eligible  for
rollover  to another TSA or to an individual retirement annuity or  account
(IRA).  Any  amount  eligible for rollover treatment  will  be  subject  to
mandatory  federal income tax withholding at a 20% rate if the  Certificate
Owner  receives the amount rather than directing Keyport by Written Request
to transfer the amount as a direct rollover to another TSA or IRA.
                                     
                      Individual Retirement Annuities

   
Sections  408(b)  and  408A  of  the Code permit  eligible  individuals  to
contribute  to  an  individual retirement program known as  an  "Individual
Retirement   Annuity"  and  "Roth  IRA",  respectively.  These   individual
retirement annuities are subject to limitations on the amount which may  be
contributed,  the  persons  who  may be eligible,  and  on  the  time  when
distributions  may commence. In addition, distributions from certain  types
of  Qualified  Plans may be placed on a tax-deferred basis into  a  Section
408(b) Individual Retirement Annuity.
    

                Corporate Pension and Profit-Sharing Plans

Sections  401(a)  and  403(a)  of the Code permit  corporate  employers  to
establish  various types of retirement plans for employees. Such retirement
plans  may permit the purchase of the Certificate to provide benefits under
the plans.

Deferred  Compensation Plans With Respect to Service for  State  and  Local
Governments

Section 457 of the Code, while not actually providing for a Qualified  Plan
as  that  term is normally used, provides for certain deferred compensation
plans  that enjoy special income tax treatment with respect to service  for
tax-exempt   organizations,  state  governments,  local  governments,   and
agencies and instrumentalities of such governments. The Certificate can  be
used  with such plans. Under such plans, a participant may specify the form
of  investment in which his or her participation will be made. However, all
such  investments  are  owned  by and subject  to  the  claims  of  general
creditors of the sponsoring employer.

                    VARIABLE ACCOUNT VOTING PRIVILEGES

In  accordance with its view of present applicable law, Keyport  will  vote
the  shares  of the Eligible Funds held in the Variable Account at  regular
and  special  meetings  of  the  shareholders  of  the  Eligible  Funds  in
accordance  with  instructions  received from  persons  having  the  voting
interest in the Variable Account. Keyport will vote shares for which it has
not  received  instructions in the same proportion as it votes  shares  for
which it has received instructions.

However, if the Investment Company Act of 1940 or any regulation thereunder
should  be amended or if the present interpretation thereof should  change,
and  as a result Keyport determines that it is permitted to vote the shares
of the Eligible Funds in its own right, it may elect to do so.

The  person  having the voting interest under a Certificate  prior  to  the
Income  Date shall be the Certificate Owner. The number of shares  held  in
each  Sub-Account  which  are attributable to  each  Certificate  Owner  is
determined  by dividing the Certificate Owner's Variable Account  Value  in
each  Sub-Account  by the net asset value of the applicable  share  of  the
Eligible Fund. The person having the voting interest after the Income  Date
under  an  annuity payment option shall be the payee. The number of  shares
held  in  the  Variable Account which are attributable  to  each  payee  is
determined  by  dividing the reserve for the annuity payments  by  the  net
asset  value  of  one share. During the annuity payment period,  the  votes
attributable  to a payee decrease as the reserves underlying  the  payments
decrease.

The  number  of  shares  in which a person has a voting  interest  will  be
determined  as  of  the date coincident with the date  established  by  the
respective Eligible Fund for determining shareholders eligible to  vote  at
the  meeting  of  the  Fund and voting instructions will  be  solicited  by
written  communication  prior  to  such  meeting  in  accordance  with  the
procedures established by the Eligible Fund.

Each person having the voting interest in the Variable Account will receive
periodic reports relating to the Eligible Fund(s) in which he or she has an
interest,  proxy  material  and  a form with  which  to  give  such  voting
instructions  with  respect to the proportion of the Eligible  Fund  shares
held  in the Variable Account corresponding to his or her interest  in  the
Variable Account.

                         SALES OF THE CERTIFICATES

Keyport   Financial  Services  Corp.  ("KFSC")  serves  as  the   Principal
Underwriter   for  the  Certificate  described  in  this  prospectus.   The
Certificate  will  be  sold  by salespersons  who  represent  Keyport  Life
Insurance  Company KFSC's corporate parent as variable annuity  agents  and
who  are registered representatives of broker/dealers who have entered into
distribution agreements with KFSC. KFSC is registered under the  Securities
Exchange  Act  of  1934  and  is a member of the  National  Association  of
Securities  Dealers,  Inc.  It  is located  at  125  High  Street,  Boston,
Massachusetts 02110.

   
Certificates  may  be sold with lower or no dealer compensation  (1)  to  a
person  who is an officer, director, or employee of Keyport or an affiliate
of Keyport or (2) to any Qualified Plan established for such a person. Such
Certificates may be different from the Certificates sold to others in  that
(1)  they  are not subject to the deduction for the Certificate Maintenance
Charge,  the  asset-based  Sales charge or the  Contingent  Deferred  Sales
Charge  and (2) they have a Mortality and Expense Risk Charge of 0.35%  per
year.

Certificates may be sold with lower or no dealer compensation as part of an
exchange program for other variable annuity contracts previously issued  by
Keyport  ("Old  VA"). Such a Certificate will be issued  with  an  exchange
endorsement.  One effect of the endorsement is that no Contingent  Deferred
Sales  Charge will be assessed under the Old VA at the time of the exchange
and   that  any  Contingent  Deferred  Sales  Charge  assessed  under   the
Certificate in relation to the initial Purchase Payment (i.e.,  the  amount
exchanged)  will  be calculated based on the actual time of  each  purchase
payment  under  the Old VA. The endorsement also provides that  the  refund
amount  described in "Right to Revoke" will not be made if the  Certificate
is returned. Instead, Keyport will return the Old VA to the owner and treat
it as if no exchange had occurred. See "Recent Developments".
    

                             LEGAL PROCEEDINGS

There  are  no  legal  proceedings to which the  Variable  Account  or  the
Principal Underwriter are a party. Keyport is engaged in various  kinds  of
routine  litigation which in its judgment is not of material importance  in
relation to the total capital and surplus of Keyport.

                      INQUIRIES BY CERTIFICATE OWNERS

Certificate  Owners  with  questions about  their  Certificates  may  write
Keyport Life Insurance Company, Client Service Department, 125 High Street,
Boston, MA 02110, or call (800) 367-3653.

          TABLE OF CONTENTS--STATEMENT OF ADDITIONAL INFORMATION

                                                              Page
Keyport Life Insurance Company                                 2
Variable Annuity Benefits                                      2
  Variable Annuity Payment Values                              2
  Re-Allocating Sub-Account Payments                           3
Custodian                                                      4
Principal Underwriter                                          4
Experts                                                        4
Investment Performance                                         4
   
  Average Annual Total Return for a Certificate
    that is Surrendered
  Change in Accumulation Unit Value
    
  Yields for Stein Roe Money Market Sub-Account                5
Financial Statements                                           6
  Keyport Life Insurance Company                               7
  Variable Account A

                                APPENDIX A

 THE FIXED ACCOUNT (ALSO KNOWN AS THE MODIFIED GUARANTEED ANNUITY ACCOUNT)

                               Introduction

This  Appendix  describes  the Fixed Account  option  available  under  the
Certificate.

FIXED  ACCOUNT VALUES PROVIDED BY THE CERTIFICATE ARE SUBJECT TO  A  MARKET
VALUE  ADJUSTMENT, THE OPERATION OF WHICH MAY RESULT IN UPWARD OR  DOWNWARD
ADJUSTMENTS IN AMOUNTS TRANSFERRED AND AMOUNTS PAID (INCLUDING WITHDRAWALS,
SURRENDERS,  DEATH  BENEFITS,  AND  AMOUNTS  APPLIED  TO  PURCHASE  ANNUITY
PAYMENTS)  TO  A  CERTIFICATE OWNER OR OTHER PAYEE. IN NO  EVENT  WILL  THE
DOWNWARD MARKET VALUE ADJUSTMENT ELIMINATE INTEREST AT THE RATE OF  3%  PER
YEAR  APPLIED TO THE AMOUNT ALLOCATED TO A GUARANTEED PERIOD. PAYMENTS MADE
FROM  FIXED  ACCOUNT VALUES AT THE END OF THEIR GUARANTEE  PERIOD  ARE  NOT
SUBJECT TO THE MARKET VALUE ADJUSTMENT.

Purchase  Payments  allocated to the Fixed Account option  become  part  of
Keyport's general account. Because of applicable exemptive and exclusionary
provisions, interests in the Fixed Account options have not been registered
under  the Securities Act of 1933 ("1933 Act"), nor is the general  account
an  investment  company  under  the Investment  Company  Act.  Accordingly,
neither  the  general account, the Fixed Account option, nor  any  interest
therein,  is  subject to regulation under the 1933 Act  or  the  Investment
Company   Act.  Keyport  understands  that  the  Securities  and   Exchange
Commission  has not reviewed the disclosure in the prospectus  relating  to
the general account and the Fixed Account option.

       Investments in the Fixed Account and Capital Protection Plus

   
Purchase Payments will be allocated to the Fixed Account in accordance with
the  selection  made  by  the Certificate Owner  in  the  application.  Any
selection must specify that percentage of the Purchase Payment that  is  to
be allocated to each Guarantee Period of the Fixed Account. The percentage,
if  not  zero,  must be at least 5%. The Certificate Owner may  change  the
allocation  percentages  without fee, penalty or other  charge.  Allocation
changes must be made by Written Request unless the Certificate Owner has by
Written   Request   authorized  Keyport  to  accept  telephone   allocation
instructions from the Certificate Owner. By authorizing Keyport  to  accept
telephone changes, a Certificate Owner agrees to accept and be bound by the
conditions  and procedures established by Keyport from time  to  time.  The
current conditions and procedures are in Appendix B and Certificate  Owners
authorizing telephone allocation instructions will be notified, in advance,
of any changes.
    

Keyport currently offers Guarantee Periods of 1, 3, 5, and 7 years. Keyport
may  change  at  any time the number of Guarantee Periods it  offers  under
newly-issued  and  in-force Certificates, as well as the  length  of  those
Guarantee Periods. If Keyport stops offering a particular Guarantee Period,
existing Fixed Account Value in such Guarantee Period would not be affected
until  the  end  of the Period (at that time, a Period of the  same  length
would not be a transfer option). Each Guarantee Period currently offered is
available for initial and subsequent Purchase Payments and for transfers of
Certificate Value.

Keyport  offers a Capital Protection Plus program that a Certificate  Owner
may request. Under this program, Keyport will allocate part of the Purchase
Payment  to the Guarantee Period selected by the Certificate Owner so  that
such part, based on that Guarantee Period's interest rate in effect on  the
date of allocation, will equal at the end of the Guarantee Period the total
Purchase Payment. The rest of the Purchase Payment will be allocated to the
Sub-Account(s)  of  the Variable Account based on the  Certificate  Owner's
allocation.  If  any  part  of the Fixed Account Value  is  surrendered  or
transferred before the end of the Guarantee Period, the Value at the end of
that Period will not equal the original Purchase Payment amount.

For  an  example  of  Capital Protection Plus, assume  Keyport  receives  a
Purchase Payment of $10,000 when the interest rate for the 7-year Guarantee
Period  is  6.75% per year. Keyport will allocate $6,331 to that  Guarantee
Period because $6,331 will increase at that interest rate to $10,000  after
7  years. The remaining $3,669 of the payment will be allocated to the Sub-
Account(s) selected by the Certificate Owner.

                            Fixed Account Value

The Fixed Account Value at any time is equal to:

(a)  all Purchase Payments allocated to the Fixed Account plus the interest
subsequently credited on those payments; plus

(b)   any Variable Account Value transferred to the Fixed Account plus  the
interest subsequently credited on the transferred value; less

(c)   any  prior partial withdrawals from the Fixed Account, including  any
charges therefor; less

(d)  any Fixed Account Value transferred to the Variable Account.

                             Interest Credits

Keyport  will  credit interest daily (based on an annual compound  interest
rate) to Purchase Payments allocated to the Fixed Account at rates declared
by  Keyport for Guarantee Periods of one or more years from the  month  and
day of allocation. Any rate set by Keyport will be at least 3% per year.

Keyport's method of crediting interest means that Fixed Account Value might
be  subject  to  different rates for each Guarantee Period the  Certificate
Owner  has  selected in the Fixed Account. For purposes  of  this  section,
Variable  Account Value transferred to the Fixed Account and Fixed  Account
Value  renewed for another Guarantee Period shall be treated as a  Purchase
Payment allocation.
                                     
                  Application of Market Value Adjustment

Any surrender, withdrawal, transfer, or application to an Annuity Option of
Fixed  Account  Value from a Guarantee Period of three  years  or  more  is
subject  to  a  limited Market Value Adjustment, unless: (1) the  effective
date  of the transaction is at the end of the Guarantee Period; or (2)  the
effective date of a surrender is within 90 days of the date of death of the
first Covered Person to die.

If  a  Market  Value  Adjustment  applies to  either  a  surrender  or  the
application to an Annuity Option, then any negative Market Value Adjustment
amount  will be deducted from the Certificate Value and any positive Market
Value Adjustment amount will be added to the Certificate Value. If a Market
Value Adjustment applies to either a partial withdrawal or a transfer, then
any  negative  Market  Value Adjustment amount will be  deducted  from  the
partial  withdrawal  or  transfer amount after the withdrawal  or  transfer
amount  has  been deducted from the Fixed Account Value, and  any  positive
Market Value Adjustment amount will be added to the applicable amount after
it has been deducted from the Fixed Account Value.

No Market Value Adjustment is ever applicable to Guarantee Periods of fewer
than three years.

                     Effect of Market Value Adjustment

A  Market  Value  Adjustment  reflects the  change  in  prevailing  current
interest rates since the beginning of a Guarantee Period. The Market  Value
Adjustment may be positive or negative, but any negative Adjustment may  be
limited in amount (see Market Value Adjustment Factor below).

Generally, if the Treasury Rate for the Guarantee Period is lower than  the
Treasury  Rate for a new Guarantee Period with a length equal to  the  time
remaining  in  the Guarantee Period, then the application  of  the  limited
Market  Value  Adjustment will result in a reduction of  the  amount  being
surrendered, withdrawn, transferred, or applied to an Annuity Option.

Similarly, if the Treasury Rate for the Guarantee Period is higher than the
Treasury  Rate for a new Guarantee Period with a length equal to  the  time
remaining in the Guarantee Period, then the application of the Market Value
Adjustment  will  result  in an increase in the amount  being  surrendered,
withdrawn, transferred, or applied to an Annuity Option.

The  Market  Value Adjustment will be applied before the deduction  of  any
applicable surrender charges or applicable taxes.
                                     
                      Market Value Adjustment Factor

The  Market  Value Adjustment is computed by multiplying the  amount  being
surrendered, withdrawn, transferred, or applied to a Payment Option, by the
Market  Value  Adjustment  Factor. The Market Value  Adjustment  Factor  is
calculated as the larger of Formula (1) or (2):

(1) (1+a)/(1+b)(n/12)-1

where:

"a"  is  the Treasury Rate for the number of Guarantee Period Years in  the
Guarantee Period;

"b"  is the Treasury Rate for a period equal to the time remaining (rounded
up to the next whole number of Guarantee Period Years) to the expiration of
the Guarantee Period; and

"n"  is the number of complete Guarantee Period Months remaining before the
expiration of the Guarantee Period.

(2) (1.03)/(1+i)(y+d/#)-1

where:

"i" is the Guaranteed Interest Rate for the Guarantee Period;

   
"y" is the number of complete Guarantee Period Years that have elapsed in Your
Guarantee Period;
    

"d"  is the number of days since the last Guarantee Period Anniversary  or,
if "y" is zero, the number of days since the start of the Guarantee Period;
and

"#"  is the number of days in the current Guarantee Period Year (i.e.,  the
sum  of  "d"  and  the  number  of days until  the  next  Guarantee  Period
Anniversary).

In  Formulas  (1)  and (2), all references to Guarantee  Period,  Guarantee
Period  Anniversary,  Guarantee Period Month,  and  Guarantee  Period  Year
relate  to the Guarantee Period from which is being taken the amount  being
surrendered, withdrawn, transferred, or applied to an Annuity Option.

As  stated  above, the Formula (2) amount will apply only if it is  greater
than  the  Formula (1) amount. This will occur only when  the  Formula  (1)
amount is negative and the Formula (2) amount is a smaller negative number.
Formula  (2)  thus  ensures  that  a full (normal)  negative  Market  Value
Adjustment  of  Formula (1) will not apply to the extent it would  decrease
the  Guarantee  Period's Fixed Account Value (before the deduction  of  any
applicable  surrender charges or any applicable taxes) below the  following
amount:

   
   (a)  the amount allocated to the Guarantee Period; less
   (b)  any prior systematic or partial withdrawal amounts; less
   (c)  any prior amounts transferred to the Variable Account or to another
        Guarantee Period in the Fixed Account; plus
   (d)  interest on the above items (a) through (c) credited annually at a
        rate of 3% per year.
    
                                     
                              Treasury Rates

   
The  Treasury  Rate  for a Guarantee Period is the  interest  rate  in  the
Treasury  Constant  Maturity Series, as published by  the  Federal  Reserve
Board, for a maturity equal to the number of years specified in "a" and "b"
in  Formula (1) above. Weekly Series are published at the beginning of  the
following  week.  To  determine "a", Keyport uses the weekly  Series  first
published on or after the most recent Determination Date which occurs on or
before  the Start Date for the Guarantee Period, except that if  the  Start
Date  is the same as the Determination Date or the date of publication,  or
any date in between, Keyport instead uses the weekly Series first published
after  the  prior  Determination Date. To determine "b", Keyport  uses  the
Weekly  Series  first  published on or after the most recent  Determination
Date  which  occurs  on  or  before the date  on  which  the  Market  Value
Adjustment Factor is calculated, except that if the calculation date is the
same  as the Determination Date or the date of publication, or any date  in
between,  Keyport instead uses the weekly Series first published after  the
prior Determination Date. The Determination Dates are the last business day
prior to the first and fifteenth of each calendar month.
    

If  the  number of years specified in "a" or "b" is not equal to a maturity
in  the  Treasury  Constant  Maturity Series, the  Treasury  Rate  will  be
determined by straight line interpolation between the interest rates of the
next highest and next lowest maturities.

If  the Treasury Constant Maturity Series becomes unavailable, Keyport will
adopt  a comparable constant maturity index or, if such a comparable  index
also  is  not available, Keyport will replicate calculation of the Treasury
Constant  Maturity  Series  Index based on U.S.  Treasury  Security  coupon
rates.

                         End of A Guarantee Period

Keyport  will notify a Certificate Owner in writing at least 30 days  prior
to  the  end  of  a  Guarantee Period. At the end of the Guarantee  Period,
Keyport  will  automatically transfer the Guarantee Period's Fixed  Account
Value  to  the  Money  Market Sub-Account of the  Variable  Account  unless
Keyport  previously received a Certificate Owner's Written Request of:  (1)
election  of  a  new  Guarantee Period from among those  being  offered  by
Keyport  at that time; or (2) instructions to transfer the ending Guarantee
Period's  Fixed Account Value to one or more Sub-accounts of  the  Variable
Account.  A new Guarantee Period cannot be longer than the number of  years
remaining until the Income Date.

                     Transfers of Fixed Account Value

The  Certificate Owner may transfer Fixed Account Value from one  Guarantee
Period  to  another or to one or more Sub-Accounts of the Variable  Account
subject  to  any applicable Market Value Adjustment. If the  Fixed  Account
Value  represents  multiple Guarantee Periods, the  transfer  request  must
specify from which values the transfer is to be made.

   
The Certificate allows Keyport to limit the number of transfers that can be
made  in  a specified time period. Currently, Keyport is limiting  Variable
Account  and  Fixed Account transfers to generally unlimited transfers  per
calendar  year with a $500,000 per transfer dollar limit. See "Transfer  of
Variable  Account Value". Transfers from the Fixed Account to the  Variable
Account are limited to 110% of the Fixed Account Value at the beginning  of
the  Certificate  Year.  This limitation will be  waived  if  a  Systematic
Withdrawal  Program is in effect. These limitations will not apply  to  any
transfer made at the end of a Guarantee Period. Certificate Owners will  be
notified,  in  advance,  of a change in the limitation  on  the  number  of
transfers.
    

Transfer  requests must be by Written Request unless the Certificate  Owner
has  authorized  Keyport  by Written Request to accept  telephone  transfer
instructions  from the Certificate Owner or from a person  acting  for  the
Certificate  Owner  as an attorney-in-fact under a power  of  attorney.  By
authorizing   Keyport   to  accept  telephone  transfer   instructions,   a
Certificate  Owner  agrees to accept and be bound  by  the  conditions  and
procedures established by Keyport from time to time. The current conditions
and  procedures  are  in  Appendix  B and  Certificate  Owners  authorizing
telephone  transfers will be notified, in advance, of any changes.  Written
transfer requests may be made by a person acting for the Certificate  Owner
as an attorney-in-fact under a power of attorney.

Transfer  requests received by Keyport before the close of trading  on  the
New  York  Stock Exchange (currently 4:00 PM Eastern Time) will be executed
at  the  close  of business that day. Any requests received later  will  be
executed at the close of the next business day.

The  amount of the transfer will be deducted from the specified  values  in
the manner stated in the next section below.

If  100%  of  a  Guarantee Period's value is transferred  and  the  current
allocation for Purchase Payments includes that Guarantee Period,  then  the
allocation  formula for future Purchase Payments will automatically  change
unless  the  Certificate Owner instructs otherwise.  For  example,  if  the
allocation formula is 50% to the one-year Guarantee Period and 50% to  Sub-
Account A and all Fixed Account Value is transferred to Sub-Account A,  the
allocation formula will change to 100% to Sub-Account A.

                                APPENDIX B

                          TELEPHONE INSTRUCTIONS
                                     
                 Telephone Transfers of Certificate Values

1.  If  there are Joint Certificate Owners, both must authorize Keyport  to
accept telephone instructions but either Certificate Owner may give Keyport
telephone instructions.

2.  All  callers will be required to identify themselves. Keyport  reserves
the  right to refuse to act upon any telephone instructions in cases  where
the  caller  has not sufficiently identified himself/herself  to  Keyport's
satisfaction.

3.  Neither Keyport nor any person acting on its behalf shall be subject to
any  claim, loss, liability, cost or expense if it or such person acted  in
good faith upon a telephone instruction, including one that is unauthorized
or  fraudulent;  however,  Keyport  will employ  reasonable  procedures  to
confirm  that a telephone instruction is genuine and, if Keyport does  not,
Keyport  may  be  liable  for losses due to an unauthorized  or  fraudulent
instruction. The Certificate Owner thus bears the risk that an unauthorized
or  fraudulent instruction that is executed may cause the Certificate Value
to be lower than it would be had no instruction been executed.

4.  All  conversations will be recorded with disclosure at the time of  the
call.

5.  The  application for the Certificate may allow a Certificate  Owner  to
create  a power of attorney by authorizing another person to give telephone
instructions. Unless prohibited by state law, such power will be treated as
durable  in  nature and shall not be affected by the subsequent incapacity,
disability or incompetency of the Certificate Owner. Either Keyport or  the
authorized person may cease to honor the power by sending written notice to
the  Certificate  Owner  at  the Certificate Owner's  last  known  address.
Neither  Keyport nor any person acting on its behalf shall  be  subject  to
liability  for  any act executed in good faith reliance  upon  a  power  of
attorney.

6.  Telephone  authorization  shall continue in  force  until  (a)  Keyport
receives   the   Certificate  Owner's  written  revocation,   (b)   Keyport
discontinues  the privilege, or (c) Keyport receives written evidence  that
the  Certificate Owner has entered into a market timing or asset allocation
agreement with an investment adviser or with a broker/dealer.

7.  Telephone  transfer  instructions received by Keyport  at  800-367-3653
before the close of trading on the New York Stock Exchange (currently  4:00
P.M.  Eastern  Time) will be initiated that day based  on  the  unit  value
prices calculated at the close of that day. Instructions received after the
close of trading on the NYSE will be initiated the following business day.

8. Once instructions are accepted by Keyport, they may not be canceled.

9.  All  transfers  must  be  made in accordance  with  the  terms  of  the
Certificate and current prospectus. If the transfer instructions are not in
good  order,  Keyport  will not execute the transfer and  will  notify  the
caller within 48 hours.

10.  If  100% of any Sub-Account's value is transferred and the  allocation
formula   for  Purchase  Payments  includes  that  Sub-Account,  then   the
allocation  formula  for future Purchase Payments will  change  accordingly
unless  Keyport  receives  telephone  instructions  to  the  contrary.  For
example, if the allocation formula is 50% to Sub-Account A and 50% to  Sub-
Account B and all of Sub-Account A's value is transferred to Sub-Account B,
the  allocation formula will change to 100% to Sub-Account B unless Keyport
is instructed otherwise.

       Telephone Changes to Purchase Payment Allocation Percentages
                                     
                     Numbers 1-6 above are applicable.


                                     
                                     

                                  PART B

                   STATEMENT OF ADDITIONAL INFORMATION

   
              GROUP AND INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
    
                    DEFERRED VARIABLE ANNUITY CONTRACT
                                ISSUED BY
                            VARIABLE ACCOUNT A
                                    OF
                KEYPORT LIFE INSURANCE COMPANY ("Keyport")


   
This Statement of Additional Information is not a prospectus but it relates
to,  and  should be read in conjunction with, the Keyport Advisor  variable
annuity  prospectus dated May 1, 1998. The prospectus is available,  at  no
charge,  by  writing Keyport at 125 High Street, Boston,  MA  02110  or  by
calling (800) 437-4466.
    



                            TABLE OF CONTENTS

                                                                       Page

Keyport                            Life                           Insurance
Company.............................................2
Variable                                                            Annuity
Benefits..................................................2
                   Variable                 Annuity                 Payment
Values..........................................2
                          Re-Allocating                         Sub-Account
Payments.......................................4
Custodian..................................................................
4
Principal
Underwriter......................................................4
Experts....................................................................
4
Investment
Performance.....................................................5
   
  Average Annual Total Return for a Certificate that is Surrendered
  Change in Accumulation Unit Value
    
  Yields for Stein Roe Money Market Sub-
Account............................6
Financial
Statements.......................................................7
                   Keyport                  Life                  Insurance
Company...........................................9
                               Variable                             Account
A......................................................31






   
The date of this statement of additional information is May 1, 1998.





KA1998.SAI
    

                      KEYPORT LIFE INSURANCE COMPANY

   
Liberty Mutual Insurance Company ("Liberty Mutual"), a multi-line insurance
company,  is  the  ultimate corporate parent of  Keyport.   Liberty  Mutual
ultimately  controls  Keyport  through the  following  intervening  holding
company  subsidiaries:   Liberty Mutual Equity  Corporation,  LFC  Holdings
Inc., Liberty Financial Companies, Inc. ("LFC") and SteinRoe Services, Inc.
Liberty  Mutual, as of December 31, 1997, owned, indirectly,  approximately
83%  of the combined voting power of the outstanding stock of LFC (with the
balance being publicly held). For additional information about Keyport, see
page 8 of the prospectus.
    

                        VARIABLE ANNUITY BENEFITS

Variable Annuity Payment Values

For  each variable payment option, the total dollar amount of each periodic
payment will be equal to: (a) the sum of all Sub-Account payments; less (b)
the pro-rata amount of the annual Certificate Maintenance Charge.

The  first payment for each Sub-Account will be determined by deducting any
applicable Certificate Maintenance Charge and any applicable state  premium
taxes  and then dividing the remaining value of that Sub-Account by  $1,000
and  multiplying  the result by the greater of: (a) the  applicable  factor
from the Certificate's annuity table for the particular payment option;  or
(b)  the  factor currently offered by Keyport at the time annuity  payments
begin.  This current factor may be based on the sex of the payee unless  to
do so would be prohibited by law.

The  number  of  Annuity Units for each Sub-Account will be  determined  by
dividing such first payment by the Sub-Account Annuity Unit value  for  the
Valuation  Period that includes the date of the first payment.  The  number
of  Annuity Units remains fixed for the annuity payment period.  Each  Sub-
Account  payment after the first one will be determined by multiplying  (a)
by  (b), where: (a) is the number of Sub-Account Annuity Units; and (b)  is
the  Sub-Account Annuity Unit value for the Valuation Period that  includes
the date of the particular payment.

Variable  annuity payments will fluctuate in accordance with the investment
results of the underlying Eligible Funds.  In order to determine how  these
fluctuations affect annuity payments, Keyport uses an Annuity  Unit  value.
Each Sub-Account has its own Annuity Units and value per Unit.  The Annuity
Unit value applicable during any Valuation Period is determined at the  end
of such period.

When Keyport first purchased Eligible Fund shares on behalf of the Variable
Account,  Keyport  valued  each Annuity Unit  for  each  Sub-Account  at  a
specified  dollar  amount.  The Unit value  for  each  Sub-Account  in  any
Valuation Period thereafter is determined by multiplying the value for  the
prior  period  by a net investment factor.  This factor may be  greater  or
less  than  1.0; therefore, the Annuity Unit may increase or decrease  from
Valuation  Period to Valuation Period.  For each assumed annual  investment
rate (AIR), Keyport calculates a net investment factor for each Sub-Account
by dividing (a) by (b), where:

          (a)   is  equal  to the net investment factor as defined  in  the
          prospectus without any deduction for the sales charge defined  in
          (c)(ii) of the net investment factor formula; and

          (b)   is  the assumed investment factor for the current Valuation
          Period.  The  assumed investment factor adjusts for the  interest
          assumed in determining the first variable annuity payment.   Such
          factor  for any Valuation Period shall be the accumulated  value,
          at the end of such period, of $1.00 deposited at the beginning of
          such period at the assumed annual investment rate (AIR).  The AIR
          for Annuity Units based on the Certificate's annuity tables is 6%
          per year (5% per year for Oregon and Texas Certificates).  An AIR
          of 3% per year is also currently available upon Written Request.

With  a  particular  AIR, payments after the first  one  will  increase  or
decrease  from  month  to  month  based on whether  the  actual  annualized
investment  return  of  the selected Sub-Account(s)  (after  deducting  the
Mortality and Expense Risk Charge) is better or worse than the assumed  AIR
percentage.   If  a  given amount of Sub-Account  value  is  applied  to  a
particular payment option, the initial payment will be smaller if a 3%  AIR
is  selected  instead of a 6% AIR but, all other things  being  equal,  the
subsequent 3% AIR payments have the potential for increasing in amount by a
larger  percentage  and for decreasing in amount by a  smaller  percentage.
For example, consider what would happen if the actual annualized investment
return  (see  the first sentence of this paragraph) is 9%, 6%,  3%,  or  0%
between  the  time  of the first and second payments.  With  an  actual  9%
return,  the 3% AIR and 6% AIR payments would both increase in  amount  but
the  3%  AIR payment would increase by a larger percentage.  With an actual
6%  return,  the 3% AIR payment would increase in amount while the  6%  AIR
payment  would  stay the same.  With an actual return of  3%,  the  3%  AIR
payment  would  stay the same while the 6% AIR payment  would  decrease  in
amount.   Finally,  with an actual return of 0%, the  3%  AIR  and  6%  AIR
payments  would  both  decrease in amount but  the  3%  AIR  payment  would
decrease by a smaller percentage.  Note that the changes in payment amounts
described above are on a percentage basis and thus do not illustrate  when,
if  ever,  the 3% AIR payment amount might become larger than  the  6%  AIR
payment amount.  Note though that if Option A (Income for a Fixed Number of
Years) is selected and payments continue for the entire period, the 3%  AIR
payment amount will start out being smaller than the 6% AIR payment  amount
but eventually the 3% AIR payment amount will become larger than the 6% AIR
payment amount.

Re-Allocating Sub-Account Payments

The number of Annuity Units for each Sub-Account under any variable annuity
option  will  remain fixed during the entire annuity payment period  unless
the  payee  makes a written request for a change.  Currently, a  payee  can
instruct Keyport to change the Sub-Account(s) used to determine the  amount
of  the  variable annuity payments unlimited times every  12  months.   The
payee's request must specify the percentage of the annuity payment that  is
to  be  based  on  the  investment performance of  each  Sub-Account.   The
percentage for each Sub-Account, if not zero, must be at least 5% and  must
be a whole number.  At the end of the Valuation Period during which Keyport
receives  the request, Keyport will: (a) value the Annuity Units  for  each
Sub-Account  to create a total annuity value; (b) apply the new percentages
the payee has selected to this total value; and (c) recompute the number of
Annuity  Units for each Sub-Account.  This new number of units will  remain
fixed  for  the  remainder of the payment period unless the payee  requests
another change.

                                CUSTODIAN

The  custodian of the assets of the Variable Account is State  Street  Bank
and Trust Company, a state chartered trust company. Its principal office is
at 225 Franklin Street, Boston, Massachusetts.

                          PRINCIPAL UNDERWRITER

   
The   Contract  and  Certificates,  which  are  offered  continuously,  are
distributed  by  Keyport Financial Services Corp. ("KFSC"), a  wholly-owned
subsidiary of Keyport.
    

                                 EXPERTS

   
The consolidated financial statements of Keyport Life Insurance Company  at
December  31,  1997 and for each of the years in the two-year  period  then
ended,  and  the  financial statements of Keyport Life  Insurance  Company-
Variable Account A as of December 31, 1997 and for the two-year period then
ended  appearing  in  this Statement of Additional  Information  have  been
audited  by Ernst & Young LLP, independent auditors, as set forth in  their
reports  thereon appearing elsewhere herein, and are included  in  reliance
upon  such  reports  given upon the authority of such firm  as  experts  in
accounting and auditing.

The consolidated financial statements of Keyport Life Insurance Company and
subsidiaries  as of December 31, 1995 and for the year ended  December  31,
1995  have  been  included herein in reliance on the report  of  KPMG  Peat
Marwick  LLP,  independent  certified  public  accountants,  and  upon  the
authority of said firm as experts in accounting and auditing. The report of
KPMG  Peat  Marwick LLP covering the December 31, 1995 financial statements
refers to a change in accounting to adopt Statement of Financial Accounting
Standards  No. 115, Accounting for Certain Investments in Debt  and  Equity
Securities.
    

                          INVESTMENT PERFORMANCE

   
The  Variable  Account may from time to time quote performance  information
concerning its various Sub-Accounts.  A Sub-Account's performance may  also
be compared to the performance of sub-accounts used with variable annuities
offered by other insurance companies.  This comparative information may  be
expressed  as a ranking prepared by Financial Planning Resources,  Inc.  of
Miami,  FL  (The  VARDS Report), Lipper Analytical Services,  Inc.,  or  by
Morningstar,   Inc.   of  Chicago,  IL  (Morningstar's   Variable   Annuity
Performance  Report),  which  are independent  services  that  compare  the
performance of variable annuity sub-accounts.  The rankings are done on the
basis of changes in accumulation unit values over time and do not take into
account any charges (such as sales charges or administrative charges)  that
are deducted directly from Certificate values.
    

Ibbotson Associates of Chicago, IL provides historical returns from 1926 on
capital  markets in the United States.  The Variable Account may quote  the
performance   of  its  Sub-Accounts  in  conjunction  with  the   long-term
performance  of  capital markets in order to illustrate  general  long-term
risk  versus  reward  investment scenarios.   Capital  markets  tracked  by
Ibbotson  Associates include common stocks, small company stocks, long-term
corporate bonds, long-term government bonds, U.S. Treasury Bills,  and  the
U.S.  inflation rate.  Historical total returns are determined by  Ibbotson
Associates  for:   Large Company Stocks, represented by  the  Standard  and
Poor's  Composite  Stock Price Index (an unmanaged  weighted  index  of  90
stocks  prior  to  March  1957  and 500 stocks  thereafter  of  industrial,
transportation,  utility  and  financial  companies  widely   regarded   by
investors  as  representative of the stock market); Small  Company  Stocks,
represented by the fifth capitalization quintile (i.e., the ninth and tenth
deciles) of stocks on the New York Stock Exchange for 1926-1981 and by  the
performance of the Dimensional Fund Advisors Small Company 9/10 (for  ninth
and  tenth deciles) Fund thereafter; Long Term Corporate Bonds, represented
beginning  in  1969 by the Salomon Brothers Long-Term High-Grade  Corporate
Bond  Index,  which is an unmanaged index of nearly all Aaa  and  Aa  rated
bonds,  represented for 1946-1968 by backdating the Salomon Brothers  Index
using  Salomon Brothers' monthly yield data with a methodology  similar  to
that  used by Salomon Brothers in computing its Index, and represented  for
1925-1945  through  the use of the Standard and Poor's  monthly  High-Grade
Corporate  Composite  yield  data, assuming  a  4%  coupon  and  a  20-year
maturity;  Long-Term Government Bonds, measured each year using a portfolio
containing  one  U.S.  government bond with a term of approximately  twenty
years  and  a  reasonably current coupon; U.S. Treasury Bills, measured  by
rolling  over each month a one-bill portfolio containing, at the  beginning
of  each  month, the shortest-term bill having not less than one  month  to
maturity;  Inflation, measured by the Consumer Price Index  for  all  Urban
Consumers, not seasonably adjusted, since January, 1978 and by the Consumer
Price Index before then.  The stock capital markets may be contrasted  with
the  corporate bond and U.S. government securities capital markets.  Unlike
an  investment in stock, an investment in a bond that is held  to  maturity
provides  a  fixed rate of return. Bonds have a senior priority  to  common
stocks  in  the  event the issuer is liquidated and interest  on  bonds  is
generally  paid by the issuer before it makes any distributions  to  common
stock  owners.   Bonds  rated  in  the two highest  rating  categories  are
considered high quality and present minimal risk of default.  An additional
advantage of investing in U.S. government bonds and Treasury bills is  that
they  are  backed by the full faith and credit of the U.S.  government  and
thus  have  virtually  no risk of default.  Although government  securities
fluctuate in price, they are highly liquid.

   
Average Annual Total Return for a Certificate that is Surrendered

The tables below provide performance results for each Sub-Account through
December 31, 1997. The results shown in this section are not an estimate or
guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Certificate Owner.

The following tables were calculated using the method prescribed by the
Securities and Exchange Commission. They illustrate each Sub-Account's
average annual total return over the periods shown assuming a single $1,000
initial purchase payment and the surrender of the Certificate at the end of
each period. The Sub-Account's average annual total return is the annual
rate that would be necessary to achieve the ending value of an investment
kept in the Sub-Account for the period specified. The first table uses the
inception date of the Certificate's Sub-Accounts while the second table
assumes the Certificate was available prior to that date on the Funds'
inception date.

Each calculation assumes that the $1,000 initial purchase payment was
allocated to only one Sub-Account and no transfers or additional purchase
payments were made. The rate of return reflects all charges assessed
against a Certificate and the Sub-Account except for any premium taxes that
may be payable. The charges reflected are: a Contingent Deferred Sales
Charge that applies when the hypothetical Certificate is surrendered; the
annual 1.25% Mortality and Expense Risk Charge; the annual 0.15% sales
charge; and, on an allocated basis, the Certificate's Certificate
Maintenance Charge that is deducted at the end of each year and upon
surrender. The Contingent Deferred Sales Charge used in the calculations
for a particular Sub-Account is equal to the percentage charge in effect at
the end of the period multiplied by the assumed $1,000 payment. The
percentage charge declines from 7% to 1% over 7 years by 1% per year.

                                      Average Annual Total Return for a
                                     Certificate Surrendered on 12/31/97
                                    Hypothetical $1,000 Purchase Payment*

                                       Length of Investment Period

                                One   Three  Five   Ten   Since Sub-Account
Sub-Account                     Year  Years  Years  Years  Inception Shown
Alger Growth                   18.01%  N/A    N/A   N/A   14.88%(11/18/96)
Alger Small Cap***              4.62   N/A    N/A   N/A    4.76 (11/18/96)
Alliance Global Bond           -6.68   N/A    N/A   N/A   -6.98 (11/18/96)
Alliance Premier Growth        26.01   N/A    N/A   N/A   25.26 (11/18/96)
Colonial Growth and Income     21.19   N/A    N/A   N/A   20.26 (11/18/96)
Colonial Int'l Fund for Growth -9.87   N/A    N/A   N/A  -10.18 (11/18/96)
Colonial Strategic Income       1.70   N/A    N/A   N/A    2.32 (11/18/96)
Colonial U. S. Stock           24.41   N/A    N/A   N/A   22.38 (11/18/96)
Liberty All-Star Equity          N/A   N/A    N/A   N/A   -6.37
(11/15/97)**
Newport Tiger                 -36.16   N/A    N/A   N/A  -32.52 (11/18/96)
Stein Roe Global Utilities     20.98   N/A    N/A   N/A   20.26 (11/18/96)
MFS Emerging Growth            14.22   N/A    N/A   N/A    9.62 (11/18/96)
MFS Research                   12.60   N/A    N/A   N/A   10.97 (11/18/96)
Stein Roe Balanced              9.21   N/A    N/A   N/A    8.47 (11/18/96)
Stein Roe Growth Stock         24.45   N/A    N/A   N/A   20.13 (11/18/96)
Stein Roe Mortgage Securities   1.54   N/A    N/A   N/A    1.29 (11/18/98)
Stein Roe Special Venture       0.32   N/A    N/A   N/A    3.59 (11/18/96)

* Fund expenses in excess of defined amounts were reimbursed during one or
more calendar years for all Funds except Colonial Int'l Fund for Growth,
Newport Tiger and Stein Roe Balanced. Without this expense reimbursement
any return percentages shown that include these calendar years would be
lower. See footnote 5 on page 6 of the prospectus for the expense
reimbursement percentages currently applicable to all of the Funds.

**  Non-annualized total returns are shown since this Sub-Account has  been
in existence for less than one year.

*** Because of a systems error, the 1.40% asset annuity based charge for
11/18/96 through 5/19/97 was added back to the Alger Small Cap Sub-Account
on 5/20/97. Had this error not occurred, performance would have been: 3.85%
and 4.07%, respectively.

                                      Average Annual Total Return for a
                                     Certificate Surrendered on 12/31/97
                                    Hypothetical $1,000 Purchase Payment*

                                       Length of Investment Period

                                One   Three  Five   Ten      Since Fund
Sub-Account                     Year  Years  Years  Years  Inception Shown
Alger Growth                   18.01% 22.18% 17.43% N/A   17.76%(1/1/89)
Alger Small Cap***              4.62  16.41  10.99  N/A   17.67 (9/21/88)
Alliance Global Bond           -6.68   7.41   5.25  N/A    6.32 (7/15/91)
Alliance Premier Growth        26.01  30.88  19.19  N/A   19.90 (6/26/92)
Colonial Growth and Income     21.19  22.89   N/A   N/A   15.42 (7/1/93)
Colonial Int'l Fund for Growth -9.87  -0.10   N/A   N/A   -2.04 (5/3/94)
Colonial Strategic Income       1.70   9.68   N/A   N/A    8.32 (7/13/94)
Colonial U. S. Stock           24.41  25.24   N/A   N/A   22.66 (7/5/94)
Liberty All-Star Equity          N/A   N/A    N/A   N/A   -6.37
(11/15/97)**
Newport Tiger                 -36.16   N/A    N/A   N/A   -7.60 (5/1/95)
Stein Roe Global Utilities     20.98  20.23   N/A   N/A    9.53 (7/1/93)
MFS Emerging Growth            14.22   N/A    N/A   N/A   20.33 (7/24/95)
MFS Research                   12.60   N/A    N/A   N/A   18.84 (7/26/95)
Stein Roe Balanced              9.21  16.61  10.57  N/A   11.42 (1/1/89)
Stein Roe Growth Stock         24.45  27.64  14.94  N/A   16.35 (1/1/89)
Stein Roe Mortgage Securities   1.54   7.07   4.88  N/A    6.89 (1/1/89)
Stein Roe Special Venture       0.32  12.58  14.16  N/A   14.82 (1/1/89)

* Fund expenses in excess of defined amounts were reimbursed during one or
more calendar years for all Funds except Colonial Int'l Fund for Growth,
Newport Tiger and Stein Roe Balanced. Without this expense reimbursement
any return percentages shown that include these calendar years would be
lower. See footnote 5 on page 6 of the prospectus for the expense
reimbursement percentages currently applicable to all of the Funds.

**  Non-annualized total returns are shown since this Sub-Account has  been
in existence for less than one year.

*** Because of a systems error, the 1.40% asset annuity based charge for
11/18/96 through 5/19/97 was added back to the Alger Small Cap Sub-Account
on 5/20/97. Had this error not occurred, performance would have been:
3.85%, 16.13%, 10.84% and 17.58%, respectively.

Change in Accumulation Unit Value

The following performance information illustrates the average annual change
and the actual annual change in Accumulation Unit values for each Sub-
Account and is computed differently than the standardized average annual
total return information. Performance information for periods prior to the
inception date of the Contract's Sub-Accounts (11/18/96 except for Liberty
All-Star Equity (11/15/97)) assumes the Certificates were available prior
to that date on the Funds' inception date.

A Sub-Account's average annual change in Accumulation Unit values is the
annualized rate at which the value of a Unit changes over the time period
illustrated. A Sub-Account's actual annual change in Accumulation Unit
values is the rate at which the value of a Unit changes over each 12-month
period illustrated. These rates of change in Accumulation Unit values
reflect the Certificate's annual 1.25% Mortality and Expense Risk Charge
and the annual 0.15% sales charge. They do not reflect deductions for any
Contingent Deferred Sales Charge, Certificate Maintenance Charge, and
premium taxes. The rates of change would be lower if these charges were
included.

                           Average Annual Change    Average Annual Change
                            In Accumulation Unit  in Accumulation Unit Value
                              Value From Fund       over the period shown
                              Inception Shown          through 12/31/97
Sub-Account                  through 12/31/97**     Three Years   Five Years
Alger Growth                    17.76% (1/6/89)        23.07%       17.64%
Alger Small Cap***              17.67  (9/20/88)       17.38        11.25
Alliance Global Bond             6.43  (7/15/91)        8.55         5.57
Alliance Premier Growth         20.06  (6/26/92)       31.65        19.39
Colonial Growth and Income      15.82  (7/1/93)        23.77          N/A
Colonial Int'l Fund for Growth  -0.94  (5/3/94)         1.22          N/A
Colonial Strategic Income        9.26  (7/5/94)        10.78          N/A
Colonial U. S. Stock            23.34  (7/5/94)        26.08          N/A
Liberty All-Star Equity          0.63****(11/15/97)      N/A          N/A
Newport Tiger                   -5.81  (5/1/95)          N/A          N/A
Stein Roe Global Utilities      10.01  (7/1/93)        21.14          N/A
MFS Emerging Growth             21.88  (7/24/95)         N/A          N/A
MFS Research                    20.43  (7/26/95)         N/A          N/A
Stein Roe Balanced              11.42  (1/1/89)        17.58        10.84
Stein Roe Growth Stock          16.35  (1/1/89)        28.45        15.17
Stein Roe Mortgage Securities    6.89  (1/1/89)         8.22         5.21
Stein Roe Special Venture       14.82  (1/1/89)        13.62        14.39

                                 12-Month Period Change in Accumulation
                                                Unit Value**
Sub-Account                   1989     1990    1991    1992    1993    1994
Alger Growth                  22.42%*  2.69%  38.45%  10.82%  20.78%
0.05%
Alger Small Cap***            62.22    7.21   55.37    2.12   11.72   -5.69
Alliance Global Bond            N/A     N/A   10.29*   3.40    9.61   -6.46
Alliance Premier Growth         N/A     N/A     N/A   12.99*  11.07   -4.30
Colonial Growth and Income      N/A     N/A     N/A     N/A    4.28*  -2.12
Colonial Int'l Fund for Growth  N/A     N/A     N/A     N/A     N/A   -6.86*
Colonial Strategic Income       N/A     N/A     N/A     N/A     N/A    0.15*
Colonial U. S. Stock            N/A     N/A     N/A     N/A     N/A    3.69*
Liberty All-Star Equity         N/A     N/A     N/A     N/A     N/A     N/A
Newport Tiger                   N/A     N/A     N/A     N/A     N/A     N/A
Stein Roe Global Utilities      N/A     N/A     N/A     N/A   -2.38* -11.51
MFS Emerging Growth             N/A     N/A     N/A     N/A     N/A     N/A
MFS Research                    N/A     N/A     N/A     N/A     N/A     N/A
Stein Roe Balanced            20.82   -2.11   26.17    6.04    7.78   -4.52
Stein Roe Growth Stock        29.58   -3.04   45.98    5.15    3.52   -7.64
Stein Roe Mortgage Securities 11.33    7.59   12.90    4.49    4.80   -2.93
Stein Roe Special Venture     29.27  -10.29   35.36   12.90   33.80   -0.20

                                12-Month Period Change in Accumulation
                                                Unit Value**
Sub-Account                          1995      1996       1997
Alger Growth                         34.49%    11.77%     24.01%
Alger Small Cap***                   42.32      2.73      10.62
Alliance Global Bond                 23.02      4.72      -0.72
Alliance Premier Growth              42.85     21.00      32.01
Colonial Growth and Income           28.34     16.16      27.19
Colonial Int'l Fund for Growth        4.39      3.62      -4.12
Colonial Strategic Income            16.67      8.20       7.70
Colonial U. S. Stock                 27.91     20.14      30.41
Liberty All-Star Equity                N/A       N/A       0.63*
Newport Tiger                        14.46*     9.69     -32.09
Stein Roe Global Utilities           33.30      5.04      26.98
MFS Emerging Growth                  16.70*    15.40      20.22
MFS Research                          9.97*    20.46      18.60
Stein Roe Balanced                   23.75     14.01      15.21
Stein Roe Growth Stock               35.84     19.59      30.45
Stein Roe Mortgage Securities        14.14      3.25       7.54
Stein Roe Special Venture            10.21     25.18       6.32

* Percentage of change is for less than 12 months; it is for the period
from the inception date shown to the end of the year.

** Fund expenses in excess of defined amounts were reimbursed during one or
more calendar years for all Funds except Colonial Int'l Fund for Growth,
Newport Tiger and Stein Roe Balanced. Without this expense reimbursement
any return percentages shown that include these calendar years would be
lower. See footnote 5 on page 6 of the prospectus for the expense
reimbursement percentages currently applicable to all of the Funds.

*** Because of a systems error, the 1.40% asset annuity based charge for
11/18/96 through 5/19/97 was added back to the Alger Small Cap Sub-Account
on 5/20/97. Had this error not occurred, performance would have been:
17.58% (since inception), 17.11% (three years), 11.10% (five years) and
9.85% (1997).

**** Non-annualized total returns are shown since this Sub-Account has been
in existence for less than one year.
    

Yields for Stein Roe Money Market Sub-Account

   
Yield  and effective yield percentages for the Stein Roe Money Market  Sub-
Account  are  calculated using the method prescribed by the Securities  and
Exchange Commission.  Both yields reflect the deduction of the annual 1.40%
asset-based Certificate charges.  Both yields also reflect, on an allocated
basis,  the  Certificate's annual $36 Certificate Maintenance Charge.  Both
yields  do  not reflect Contingent Deferred Sales Charges and  premium  tax
charges.   The  yields would be lower if these charges were included.   The
following are the standardized formulas:
    

Yield equals:  (A - B - 1) X  365
                  C            7
   

    

Where:

          A =  the Accumulation Unit value at the end of the 7-day period.

   
          B  =   hypothetical Certificate Maintenance Charge for the  7-day
          period.  The  assumed annual Stein Roe Money  Market  Sub-Account
          charge  is  equal to the $36 Certificate charge multiplied  by  a
          fraction  equal to the average number of Certificates with  Stein
          Roe  Money  Market  Sub-Account value  during  the  7-day  period
          divided by the average total number of Certificates during the 7-
          day period.  This annual amount is converted to a 7-day charge by
          multiplying  it  by 7/365. It is then equated to an  Accumulation
          Unit  size  basis by multiplying it by a fraction  equal  to  the
          average   value  of  one  Stein  Roe  Money  Market   Sub-Account
          Accumulation Unit during the 7-day period divided by the  average
          Certificate  Value  in Stein Roe Money Market Sub-Account  during
          the 7-day period.
    

          C  =   the Accumulation Unit value at the beginning of the  7-day
          period.

   
The  yield  formula  assumes that the weekly net  income  generated  by  an
investment in the Stein Roe Money Market Sub-Account will continue over  an
entire year.

For the 7-day period ended 12/31/97 the yield for the Stein Roe Money
Market Sub-Account was 3.90%.
    

                           FINANCIAL STATEMENTS

The financial statements of Keyport Life Insurance Company and the Variable
Account  are  included  in  the  statement of additional  information.  The
consolidated  financial statements of Keyport Life  Insurance  Company  are
provided as relevant to its ability to meet its financial obligations under
the  Certificates and should not be considered as bearing on the investment
performance of the assets held in the Variable Account.


   
                           Financial Statements
                      Keyport Life Insurance Company
                            Variable Account A
                        [to be filed by Amendment]
    



                                     
                                     
                                     
                                  PART C



Item 24. Financial Statements and Exhibits

   
     (a)  Financial Statements: (To Be Filed by Amendment)
          Included in Part B:
          Keyport Life Insurance Company:
           Consolidated Balance Sheets - December 31, 1997 and 1996
           Consolidated Income Statements for the years ended December 31,
               1997, 1996 and 1995
           Consolidated Statements of Stockholder's Equity for the years
               ended December 31, 1997, 1996 and 1995
           Consolidated Statements of Cash Flows for the years ended
               December 31, 1997, 1996 and 1995
           Notes to Consolidated Financial Statements
          Variable Account A:
            Statements  of Assets and Liabilities - December 31,  1997  and
1996
           Statements of Operations and Changes in Net Assets for the years
               ended December 31, 1997 and 1996
    
           Notes to Financial Statements

     (b)  Exhibits:

    *     (1)  Resolution of the Board of Directors establishing Variable
                         Account A

          (2)  Not applicable

    *     (3a) Principal Underwriter's Agreement

    *     (3b) Specimen Agreement between Principal Underwriter and Dealer

    ***   (3c) Manning & Napier Broker/Dealer's Agreement

    *     (4a) Form of Group Variable Annuity Contract of Keyport Life
                         Insurance Company

    *     (4b) Form of Variable Annuity Certificate of Keyport Life
                         Insurance Company

    *     (4c) Form of Tax-Sheltered Annuity Endorsement

    *     (4d) Form of Individual Retirement Annuity Endorsement

    *     (4e) Form of Corporate/Keogh 401(a) Plan Endorsement

    ***   (4f) Specimen Group Variable Annuity Contract of Keyport Life
                         Insurance Company (M&N)

    ***   (4g) Specimen Variable Annuity Certificate of Keyport Life
                         Insurance Company (M&N)

   
    ****  (4h) Specimen Group Variable Annuity Contract of Keyport Life
                         Insurance Company (KA)

    ****  (4i) Specimen Variable Annuity Certificate of Keyport Life
                         Insurance Company (KA)

    ++    (4j) Form of Individual Variable Annuity Contract of Keyport
                         Life Insurance Company

    ++    (4k) Specimen Individual Variable Annuity Contract of Keyport
                         Life Insurance Company(KA)

    ++    (4l) Specimen Group Exchange Program Endorsement (KA)

    ++    (4m) Specimen Individual Exchange Program Endorsement (KA)
    

    *     (5a) Form of Application for a Group Variable Annuity Contract

    *     (5b) Form of Application for a Group Variable Annuity Certificate

    *     (6a) Articles of Incorporation of Keyport Life Insurance Company

    *     (6b) By-Laws of Keyport Life Insurance Company

          (7)  Not applicable

    **    (8a) Form of Participation Agreement

   
    ***   (8b) Participation Agreement Among Manning & Napier Insurance
               Fund,  Inc.,  Manning  &  Napier  Investor  Services,  Inc.,
               Manning
               & Napier Advisors, Inc., and Keyport Life Insurance Company

    ****  (8c) Participation Agreement Among MFS Variable Insurance Trust,
               Keyport Life Insurance Company, and Massachusetts Financial
               Services Corp.

    ****  (8d) Participation Agreement Among The Alger American Fund,
               Keyport  Life Insurance Company, and Fred Alger and Company,
               Incorporated

    ****  (8e) Participation Agreement Among Alliance Variable Products
               Series   Fund,  Inc.,  Alliance  Fund  Distributors,   Inc.,
               Alliance
               Capital Management L.P., and Keyport Life Insurance Company

    +     (9)  Opinion and Consent of Counsel

          (10) Consents of Independent Auditors (To be Filed by Amendment)
    

          (11) Not applicable

          (12) Not applicable

   
          (13) Schedule for Computations of Performance Quotations

    ++++  (15) Chart of Affiliations

    +++   (16) Powers of Attorney

          (27) Financial Data Schedule  (To be Filed by Amendment)
    

*    Incorporated  by reference to Registration Statement  (File  No.  333-
     1043)
     filed on or about February 16, 1996.

**   Incorporated by reference to Pre-Effective Amendment No. 1 to
     Registration  Statement (File No. 333-1043) filed on or  about  August
     22,
     1996.

***  Incorporated by reference to Pre-Effective Amendment No. 3 to
     Registration Statement (File No. 333-1043) filed on or about October
     15, 1996.

   
**** Incorporated by reference to Post-Effective Amendment No. 1 to the
     Registration Statement (File No. 333-1043) filed on or about October
     18, 1996.

+    Incorporated by reference to Post-Effective Amendment No. 4 to the
     Registration Statement (File No. 333-1043) filed on or about May 1,
     1997.

++   Incorporated by reference to Post-Effective Amendment No. 5 to the
     Registration Statement (File No. 333-1043) filed on or about July 30,
     1997.

+++  Incorporated by reference to Post-Effective Amendment No. 6 to
     Registration Statement (File No. 333-1043) filed on or about November
     14, 1997.

++++ Incorporated by reference to Post-Effective Amendment No. 7 to the
     Registration Statement (File No. 333-1043) filed on or about February
     6, 1998.
    

Item 25. Directors and Officers of the Depositor.

Name and Principal                       Positions and Offices
Business Address*                        with Depositor

Kenneth R. Leibler, President            Director and Chairman of the Board
Liberty Financial Companies Inc.
Federal Reserve Plaza, 24th Floor
600 Atlantic Avenue
Boston, MA  02110

F. Remington Ballou                      Director
B. A. Ballou & Company, Inc.
800 Waterman Avenue
East Providence, RI 02914

Frederick Lippitt                        Director
The Providence Plan
740 Hospital Trust Building
15 Westminster Street
Providence, RI 02903

Mr. Robert C. Nyman                      Director
   
12 Cooke Street
Providence, RI 02906-2006
    

John W. Rosensteel                       President, Chief Executive Officer
                                         and Director

   
Stephen B. Bonner                        Executive Vice President
    

Paul H. LeFevre, Jr.                     Executive Vice President

   

    

Bernard R. Beckerlegge                   Senior Vice President and General
                                         Counsel

   

    

Bernhard M. Koch                         Senior Vice President and Chief
                                         Financial Officer

Stewart R. Morrison                      Senior Vice President and Chief
                                         Investment Officer

Francis E. Reinhart                      Senior Vice President and Chief
                                         Information Officer

   
Mark R. Tully                            Senior Vice President and Chief
                                         Sales Officer

Garth A. Bernard                         Vice President

Daniel C. Bryant                         Vice President and Assistant
                                         Secretary

Clifford O. Calderwood                   Vice President
    

James P. Greaton                         Vice President and Corporate
                                         Actuary

Jacob M. Herschler                       Vice President

Kenneth M. Hughes                        Vice President

James J. Klopper                         Vice President and Secretary

Leslie J. Laputz                         Vice President

Jeffrey J. Lobo                          Vice President - Risk Management

Suzanne E. Lyons                         Vice President - Human Resources

   

    

Jeffery J. Whitehead                     Vice President and Treasurer

Peter E. Berkeley                        Assistant Vice President

John G. Bonvouloir                       Assistant Vice President &
                                         Assistant Treasurer

Judith A. Brookins                       Assistant Vice President

Paul R. Coady                            Assistant Vice President

Alan R. Downey                           Assistant Vice President

   

    

Kenneth M. LeClair                       Assistant Vice President

Gregory L. Lapsley                       Assistant Vice President

Scott E. Morin                           Assistant Vice President and
                                         Controller

Michael J. Mulkern                       Assistant Vice President

   
Sean P. O'Brien                          Assistant Vice President
    

Robert J. Scheinerman                    Assistant Vice President

Edward M. Shea                           Assistant Vice President

Teresa M. Shumila                        Assistant Vice President

Daniel T. Smyth                          Assistant Vice President

   
Donald A. Truman                         Assistant Vice President and
                                         Assistant Secretary
    

Ellen L. Wike                            Assistant Vice President

Daniel Yin                               Assistant Vice President

Frederick Lippitt                        Assistant Secretary

*125 High Street, Boston, Massachusetts 02110, unless noted otherwise.

Item  26.  Persons Controlled by or Under Common Control with the Depositor
or Registrant.

      The  Depositor controls the Registrant, KMA Variable Account, Keyport
401  Variable  Account, Keyport Variable Account I,  and  Keyport  Variable
Account  II,  under  the  provisions of  Rhode  Island  law  governing  the
establishment of these separate accounts of the Company.

      The  Depositor  controls Keyport Financial Services Corp.  (KFSC),  a
Massachusetts  corporation  functioning as a broker/dealer  of  securities,
through 100% stock ownership. KFSC files separate financial statements.

       The  Depositor  controls  Liberty  Advisory  Services  Corp.  (LASC)
(formerly  known  as  Keyport  Advisory Services  Corp.),  a  Massachusetts
corporation  functioning  as  an investment  adviser,  through  100%  stock
ownership. LASC files separate financial statements.

       The   Depositor  controls  Independence  Life  and  Annuity  Company
("Independence Life")(formerly Keyport America Life Insurance  Company),  a
Rhode  Island corporation functioning as a life insurance company,  through
100%   stock   ownership.   Independence  Life  files  separate   financial
statements.

   
      The  Depositor  controls  American  Benefit  Life  Insurance  Company
("American  Benefit"),  a  New  York  corporation  functioning  as  a  life
insurance  company, through 100% stock ownership.  American  Benefit  files
separate financial statements.

      The  chart  for the affiliations of the Depositor is incorporated  by
reference to Post-Effective Amendment No. 7 to Registration Statement (File
No. 333-1043) filed on or about February 6, 1998.
    

Item 27. Number of Contract Owners.

   
      At  January 26, 1998, there were 1423 Qualified Contract  Owners  and
2,112 Non-Qualified Contract Owners.
    

Item 28. Indemnification.

      Directors and officers of the Depositor and the principal underwriter
are  covered  persons  under  Directors and Officers/Errors  and  Omissions
liability  insurance  policies  issued by  ICI  Mutual  Insurance  Company,
Federal  Insurance  Company,  Firemen's Fund  Insurance  Company,  CNA  and
Lumberman's  Mutual  Casualty  Company.   Insofar  as  indemnification  for
liability  arising  under the Securities Act of 1933 may  be  permitted  to
directors  and  officers under such insurance policies, or  otherwise,  the
Depositor  has  been  advised that in the opinion  of  the  Securities  and
Exchange  Commission  such  indemnification is  against  public  policy  as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim  for indemnification against such liabilities (other than the payment
by  the Depositor of expenses incurred or paid by a director or officer  in
the  successful defense of any action, suit or proceeding) is  asserted  by
such director or officer in connection with the variable annuity contracts,
the  Depositor  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 whether such indemnification by  it  is  against
public  policy as expressed in the Act and will be governed  by  the  final
adjudication of such issue.

Item 29. Principal Underwriters.

      Keyport Financial Services Corp. is also principal underwriter of the
SteinRoe  Variable Investment Trust and Liberty Variable Investment  Trust,
which offer eligible funds for variable annuity and variable life insurance
contracts.

The directors and officers are:

   
Name and Principal                  Position and Offices
Business Address*                   with Underwriter

John W. Rosensteel                  President, Director and Chairman of the
                                    Board

James J. Klopper                    Director and Clerk

Francis E. Reinhart                 Director and Vice President,
                                    Administration

Rogelio P. Japlit                   Treasurer

Paul T. Holman                      Assistant Clerk

Donald A. Truman                    Assistant Clerk
    

*125 High Street, Boston, Massachusetts 02110.

Item 30. Location of Accounts and Records.

     Keyport Life Insurance Company, 125 High Street, Boston, Massachusetts
02110.

Item 31. Management Services.

     Not applicable.

Item 32. Undertakings.

      (a)  Registrant undertakes to file a post-effective amendment to this
registration  statement as frequently as is necessary to  ensure  that  the
audited  financial statements in the registration statement are never  more
than  16  months  old  for so long as payments under the  variable  annuity
contracts may be accepted;

      (b)   Registrant  undertakes to include either (1)  as  part  of  any
application to purchase a contract offered by the prospectus, a space  that
an applicant can check to request a Statement of Additional Information, or
(2) a post card or similar written communication affixed to or included  in
the  prospectus  that the applicant can remove to send for a  Statement  of
Additional Information; and

      (c)   Registrant  undertakes to deliver any Statement  of  Additional
Information  and  any financial statements required to  be  made  available
under this Form promptly upon written or oral request.

Representation

      Depositor  represents that the fees and charges  deducted  under  the
contract,  in  the aggregate, are reasonable in relation  to  the  services
rendered,  the expenses expected to be incurred, and the risks  assumed  by
the  Depositor.  Further, this representation applies to each form  of  the
contract  described in a prospectus and statement of additional information
included in this registration statement.



                                SIGNATURES



                                     
                                     
                                     
                                SIGNATURES


   
      As  required by the Securities Act of 1933 and the Investment Company
Act  of  1940,  the  Registrant certifies that  it  has  duly  caused  this
Registration  Statement to be signed on its behalf, in the City  of  Boston
and Commonwealth of Massachusetts, on this 27th day of February, l998.
    

                                       Variable Account A
                                          (Registrant)


                               BY:  Keyport Life Insurance Company
                                          (Depositor)


                               BY:  /s/ John W. Rosensteel*
                                     John W. Rosensteel
                                     President




   

*BY: /s/James J. Klopper              February 27, 1998
     James J. Klopper                 Date
     Attorney-in-Fact


*   James  J.  Klopper has signed this document on the  indicated  date  on
behalf of Mr. Rosensteel pursuant to power of attorney duly executed by him
and  included as part of Exhibit 16 in Post-Effective Amendment  No.  6  to
Registration  Statement  on Form N-4 filed on or about  November  14,  1997
(File No. 333-1043; 811-7543).
    



     As required by the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.


/s/ Kenneth R. Leibler*               /s/ John W. Rosensteel*
Kenneth R. Leibler                    John W. Rosensteel
Director and Chairman of the Board    President
                                      (Principal Executive Officer)


/s/ F. Remington Ballou*              /s/ Bernhard M. Koch*
F. Remington Ballou                   Bernhard M. Koch
Director                              Senior Vice President
                                      (Chief Financial Officer)

/s/ Frederick Lippitt*
Frederick Lippitt
Director


/s/ Robert C. Nyman*
Robert C. Nyman
Director


/s/ John W. Rosensteel*
John W. Rosensteel
Director


   
*BY:  /s/ James J. Klopper           February 27, 1998
     James J. Klopper                Date
     Attorney-in-Fact



*   James  J.  Klopper has signed this document on the  indicated  date  on
behalf  of  each  of  the  above Directors and Officers  of  the  Depositor
pursuant  to powers of attorney duly executed by such persons and  included
as  Exhibit 16 in Post Effective Amendment No. 6 to Registration  Statement
on  Form  N-4 filed on or about November 14, 1997 (File No. 333-1043;  811-
7543).
    




                               EXHIBIT INDEX
                                     
                                     
                                     
Item                                                               Page

   

(13)     Schedule for Computations of Performance Quotations
    








   

                                                    EXHIBIT 13
    

   
            Schedule for Computations of Performance Quotations
                                     
                                     
                        Calculation Specifications
                                     
1. Return after Contract Maintenance Charge(cmc):

A. General:

The Contract maintenance charge factor is based on the actual charges to
policyholders relative to the market value of the sub-accounts on the
valuation date.  The contract maintenance charge is then charged against
the return that is based on the change in unit value to reflect the effect
of the contract maintenance charge on the return in sub-accounts.

rd(cmc) = Act(CMC) / MV

rd(cmc): Annualized reduction in return due to CMC
Act(CMC): Actual contract maintenance charge to policyholders in past year
MV: Market value of sub-account as of valuation date

B. Stein Roe Money Market Fund Sub-Account:

7 days yield calculation:
r(cmc) = (UV(1)/UV(0) - 1)* 365/7 - rd(cmc)

r(cmc): 7 days annualized yield
UV(1): Unit value of Stein Roe Money Market Fund as of valuation date
UV(0): Unit value of Stein Roe Money Market Fund as of 7 days before
       valuation date
rd(cmc): Reduction in return due to Contract Maintenance Charge.

C. Sub-Accounts other than Stein Roe Money Market Fund:

Annualized return calculation:
r(cmc) = (UV(1)/UV(0))^(1/t) - 1 - rd(cmc)

r(cmc): annualized return in the period under consideration
UV(1): Unit value as of valuation date
UV(0): Unit value as of beginning of period
t: time period
rd(cmc): Annualized reduction in return due to CMC

D. Implied annual contract maintenance charge:

CMC = AV(0) * {[(1+UV(1)/UV(0) - (1+r(cmc))^t]^(1/t)-1}

CMC: implied annual contract maintenance charge
AV(0): Initial premium
r(cmc): annualized return in the period under consideration
UV(1): Unit value as of valuation date
UV(0): Unit value as of beginning of period
t: time period

2. Return after contingent deferred sales charge(cdsc):

r(sc) = [(1+r(cmc)^t - min[1,UV(1)/UV(0)]*SC%]^(1/t) - 1

r(sc): annualized return after cmc and cdsc in the period under
consideration
r(cmc): annualized return in the period under consideration
UV(1): Unit value as valuation date
UV(0): Unit value as beginning of period
t: time period
SC%: CDSC for the policy period
                                     
                                     
                                     
    Data for Stein Roe Money Market Fund sub-account yield calculation

7 days annualized yield:

r(cmc) = (UV(1)/UV(0) - 1)* 365/7 - rd(cmc)
           = 3.90%

UV(1) = 13.780309 as of 12/31/97
UV(0) = 13.769997 as of 12/24/97
rd(cmc) = Act(CMC) / MV = 0 (as of 12/31/97 Act(CMC) = 0)

        Keyport Advisor              Amount subject to CDSC


 Fund           Inception        ITD          YTD           1
ALL BOND        11/18/96        981.13       992.79       992.79
ALG GRW         11/18/96      1,000.00     1,000.00     1,000.00
ALL PGRW        11/18/96      1,000.00     1,000.00     1,000.00
ALG SCAP        11/18/96      1,000.00     1,000.00     1,000.00
CKGIF           11/18/96      1,000.00     1,000.00     1,000.00
CKIFG           11/18/96        943.57       958.81       958.81
CKSIF           11/18/96      1,000.00     1,000.00     1,000.00
CKUSSF          11/18/96      1,000.00     1,000.00     1,000.00
MFS EGRW        11/18/96      1,000.00     1,000.00     1,000.00
MFS RES         11/18/96      1,000.00     1,000.00     1,000.00
NKTF            11/18/96        685.34       679.05       679.05
CIF             11/18/96      1,000.00     1,000.00     1,000.00
MAF             11/18/96      1,000.00     1,000.00     1,000.00
MGSF            11/18/96      1,000.00     1,000.00     1,000.00
MSIF            11/18/96      1,000.00     1,000.00     1,000.00
CAF             11/18/96      1,000.00     1,000.00     1,000.00
CKUF            11/18/96      1,000.00     1,000.00     1,000.00
LASEFLA         11/14/97      1,000.00



        Keyport Advisor          Annualized Contract maintenance charge

  Fund        Inception       ITD      YTD      1       2      3        4

ALL BOND      11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
ALG GRW       11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
ALL PGRW      11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
ALG SCAP      11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
CKGIF         11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
CKIFG         11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
CKSIF         11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
CKUSSF        11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
MFS EGRW      11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
MFS RES       11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
NKTF          11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
CIF           11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
MAF           11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
MGSF          11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
MSIF          11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
CAF           11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
CKUF          11/18/96        0.00    0.00    0.00    0.00    0.00    0.00
LASEFLA       11/14/97        0.00    0.00    0.00    0.00    0.00    0.00

      Keyport Advisor           Return net of CMC and SC

Fund          Inception     ITD      YTD      1       2       3      4

ALL BOND      11/18/96     -6.98%   -6.68%  -6.68%   0.00%   0.00%   0.00%
ALG GRW       11/18/96     14.88%   18.01%  18.01%   0.00%   0.00%   0.00%
ALL PGRW      11/18/96     25.26%   26.01%  26.01%   0.00%   0.00%   0.00%
ALG SCAP      11/18/96      4.76%    4.62%   4.62%   0.00%   0.00%   0.00%
CKGIF         11/18/96     20.26%   21.19%  21.19%   0.00%   0.00%   0.00%
CKIFG         11/18/96    -10.18%   -9.87%  -9.87%   0.00%   0.00%   0.00%
CKSIF         11/18/96      2.32%    1.70%   1.70%   0.00%   0.00%   0.00%
CKUSSF        11/18/96     22.38%   24.41%  24.41%   0.00%   0.00%   0.00%
MFS EGRW      11/18/96      9.62%   14.22%  14.22%   0.00%   0.00%   0.00%
MFS RES       11/18/96     10.97%   12.60%  12.60%   0.00%   0.00%   0.00%
NKTF          11/18/96    -32.52%  -36.17% -36.17%   0.00%   0.00%   0.00%
CIF           11/18/96     -1.66%   -2.30%  -2.30%   0.00%   0.00%   0.00%
MAF           11/18/96      8.47%    9.21%   9.21%   0.00%   0.00%   0.00%
MGSF          11/18/96     20.13%   24.45%  24.45%   0.00%   0.00%   0.00%
MSIF          11/18/96      1.29%    1.54%   1.54%   0.00%   0.00%   0.00%
CAF           11/18/96      3.59%    0.32%   0.32%   0.00%   0.00%   0.00%
CKUF          11/18/96     20.26%   20.98%  20.98%   0.00%   0.00%   0.00%
LASEFLA       11/14/97     -6.37%    0.00%   0.00%   0.00%   0.00%   0.00%


        Keyport Advisor              Annualized return net of CMC

  Fund      Inception      ITD        YTD       1        2        3

ALL BOND    11/18/96      -1.69%    -0.72%    -0.72%    0.00%    0.00%
ALG GRW     11/18/96      20.15%    24.01%    24.01%    0.00%    0.00%
ALL PGRW    11/18/96      30.47%    32.01%    32.01%    0.00%    0.00%
ALG SCAP    11/18/96      10.08%    10.62%    10.62%    0.00%    0.00%
CKGIF       11/18/96      25.50%    27.19%    27.19%    0.00%    0.00%
CKIFG       11/18/96      -5.06%    -4.12%    -4.12%    0.00%    0.00%
CKSIF       11/18/96       7.66%     7.70%     7.70%    0.00%    0.00%
CKUSSF      11/18/96      27.60%    30.41%    30.41%    0.00%    0.00%
MFS EGRW    11/18/96      14.91%    20.22%    20.22%    0.00%    0.00%
MFS RES     11/18/96      16.26%    18.60%    18.60%    0.00%    0.00%
NKTF        11/18/96     -28.68%   -32.09%   -32.09%    0.00%    0.00%
CIF         11/18/96       3.70%     3.70%     3.70%    0.00%    0.00%
MAF         11/18/96      13.77%    15.21%    15.21%    0.00%    0.00%
MGSF        11/18/96      25.37%    30.45%    30.45%    0.00%    0.00%
MSIF        11/18/96       6.63%     7.54%     7.54%    0.00%    0.00%
CAF         11/18/96       8.92%     6.32%     6.32%    0.00%    0.00%
CKUF        11/18/96      25.50%    26.98%    26.98%    0.00%    0.00%
LASEFLA     11/14/97       0.63%     0.00%     0.00%    0.00%    0.00%


        Keyport Advisor              Annualized return reduction due to CMC

 Fund          Inception    VD      ITD    YTD      1       2       3
ALL BOND       11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
ALG GRW        11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
ALL PGRW       11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
ALG SCAP       11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
CKGIF          11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
CKIFG          11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
CKSIF          11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
CKUSSF         11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
MFS EGRW       11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
MFS RES        11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
NKTF           11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
CIF            11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
MAF            11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
MGSF           11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
MSIF           11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
CAF            11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
CKUF           11/18/96    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%
LASEFLA        11/14/97    0.00%   0.00%   0.00%   0.00%   0.00%  0.00%


      Keyport Advisor           Surrender charge percentage

Fund            Inception     ITD    YTD    1    2    3    4    5    6

ALL BOND        11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
ALG GRW         11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
ALL PGRW        11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
ALG SCAP        11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
CKGIF           11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
CKIFG           11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
CKSIF           11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
CKUSSF          11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
MFS EGRW        11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
MFS RES         11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
NKTF            11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
CIF             11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
MAF             11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
MGSF            11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
MSIF            11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
CAF             11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
CKUF            11/18/96       6%    6%     6%   5%   4%   3%   2%   1%
LASEFLA         11/14/97       7%    6%     6%   5%   4%   3%   2%   1%


        Keyport Advisor              Time horizon

Valuation date:     12/31/97
Beginning of year:  12/31/96

Fund            Inception     ITD     YTD     1      2     3     4     5
ALL BOND        11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
ALG GRW         11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
ALL PGRW        11/18/96      1.12    1.00    1.00  2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
ALG SCAP        11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
CKGIF           11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
CKIFG           11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
CKSIF           11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
CKUSSF          11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
MFS EGRW        11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
MFS RES         11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00
                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
NKTF            11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
CIF             11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
MAF             11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
MGSF            11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
MSIF            11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
CAF             11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
CKUF            11/18/96      1.12    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

Fund            Inception     ITD     YTD     1      2     3     4     5
LASEFLA         11/14/97      1.00    1.00   1.00   2.00  3.00  4.00  5.00

                    6     7      8      9      10      11      12
                   6.00  7.00   8.00   9.00  10.00   11.00   12.00

        Keyport Advisor              Unit value

Initial premium:     1,000.00
Valuation date:      12/31/97
Beginning of year:   12/31/96

 Fund         Inception      VD         ITD        YTD         1
ALL BOND      11/18/96     9.811315   10.000000   9.882608    9.882608
ALG GRW       11/18/96    12.27719    10.000000   9.900001    9.900001
ALL PGRW      11/18/96    13.462574   10.000000  10.197991   10.197991
ALG SCAP      11/18/96    11.133567   10.000000  10.064832   10.064832
CKGIF         11/18/96    19.353674   15.014274  15.216529   15.216529
CKIFG         11/18/96     9.659572   10.237302  10.074536   10.074536
CKSIF         11/18/96    13.615795   12.537818  12.642128   12.642128
CKUSSF        11/18/96    20.780533   15.824074  15.935084   15.935084
MFS EGRW      11/18/96    11.680929   10.000000   9.716229    9.716229
MFS RES       11/18/96    11.834080   10.000000   9.978211    9.978211
NKTF          11/18/96     8.525525   12.439854  12.555053   12.555053
CIF           11/18/96    13.780309   13.231461  13.288493   13.288493
MAF           11/18/96    24.497018   21.206980  21.263714   21.263714
MGSF          11/18/96    35.538075   27.601879  27.242475   27.242475
MSIF          11/18/96    17.874172   16.636210  16.621076   16.621076
CAF           11/18/96    31.085014   28.253771  29.237169   29.237169
CKUF          11/18/96    15.358133   11.914126  12.095187   12.095187
LASEFLA       11/14/97    10.063176   10.000000      -           -


*Note:

VD: Valuation date unit value ie. 12/31/97

ITD: Inception date unit value.

YTD: Unit value as of beginning of year. ie. 12/31/96

1,2,3...n: Unit value n years prior to the valuation date. eg 1 is of
12/31/96, 2 is of 12/31/95

      Keyport Advisor           Unit value

Initial premium:       1,000.00
Valuation date:        12/31/97
Beginning of year:     12/31/96

Fund           Inception    VD         ITD       YTD         1         2
ALL BOND        7/15/91    9.811315  6.560756  9.882608  9.882608  9.436256

            3         4          5          6          7       8       9
        7.670902   8.200838   7.481381   7.235742

Fund           Inception    VD        ITD       YTD         1         2
ALG GRW         1/9/89    12.27719   2.813891  9.900001  9.900001  8.857362

            3         4          5          6          7        8       9
        6.585877  6.582651   5.450320   4.918018   3.552212  3.459112

Fund           Inception    VD        ITD       YTD         1         2
ALL PGRW       6/26/92   13.462574   4.912318 10.197991 10.197991  8.428559

            3         4          5          6          7       8       9
        5.900147  6.164908   5.550363

Fund           Inception    VD        ITD       YTD         1         2
ALG SCAP       9/20/88   11.133567   2.459648 10.064832 10.064832  9.797224

          3         4          5          6          7       8       9
       6.883959  7.299611  6.534171  6.398605  4.118229  3.841457  2.368110

Fund           Inception    VD        ITD       YTD         1         2
CKGIF          7/1/93    19.353674  10.000000 15.216529 15.216529  3.099465

          3         4          5          6          7       8       9
      10.206855  10.428168

Fund          Inception    VD        ITD       YTD         1         2
CKIFG         5/2/94     9.659572  10.000000  10.074536 10.074536  9.723230

         3         4          5          6          7       8       9
      9.314037

Fund          Inception    VD        ITD        YTD         1         2
CKSIF         7/13/94   13.615795  10.000000  12.642128 12.642128 11.684000

         3         4          5          6          7       8       9
     10.014367

Fund          Inception    VD         ITD       YTD         1         2
CKUSSF        7/5/94    20.780533  10.000000  15.935084 15.935084 13.263322

         3         4          5          6          7       8       9
     10.368975

Fund           Inception    VD        ITD       YTD         1         2
MFS EGRW      7/24/95   11.680929   7.214765   9.716229  9.716229  8.419951

Fund           Inception    VD        ITD       YTD         1         2
MFS RES        7/26/95   11.834080   7.532798  9.978211  9.978211  8.283728

Fund           Inception    VD        ITD       YTD         1         2
NKTF           5/1/95     8.525525  10.000000 12.555053 12.555053 11.445356

Fund           Inception    VD        ITD       YTD         1         2
CIF            1/1/89    13.780309   9.756257 13.288493 13.288493 12.833328

         3          4          5          6          7          8       9
     12.322294  12.036277  11.883555  11.645514  11.162585  10.492348

Fund           Inception    VD        ITD       YTD         1         2
MAF            1/1/89    24.497018   9.260422 21.263714 21.263714 18.649799

         3         4          5          6          7           8        9
     15.070997  15.785199  14.646064  13.811251  10.946689  11.182937

Fund           Inception    VD        ITD       YTD         1         2
MGSF           1/1/89    35.538075   9.098311 27.242475 27.242475 22.779503

         3         4          5          6          7           8       9
      16.769681  18.157605 17.540544  16.680626  11.426314 11.784056

Fund           Inception    VD        ITD       YTD         1         2
MSIF           1/1/89    17.874172   9.816497 16.621076 16.621076 16.098763

         3         4          5          6          7          8       9
     14.103610  14.529191  13.864802  13.268992 11.752717  10.923211

Fund           Inception    VD        ITD       YTD         1         2
CAF            1/1/89    31.085014  8.960648 29.237169  29.237169 23.356516

         3         4          5          6          7           8       9
     21.192232  21.236178  15.871076  14.057941  10.385967  11.577699

Fund           Inception    VD        ITD       YTD         1         2
CKUF           7/1/93    15.358133 10.000000 12.095187  12.095187 11.514290

         3           4          5          6          7           8       9
     8.638326     9.761885

Fund           Inception    VD        ITD       YTD         1         2
               11/14/97   10.063176 10.000000   -       -

*Note:

VD: Valuation date unit value ie. 12/31/97

ITD: Inception date unit value

YTD: Unit value as of beginning of year. ie. 12/31/96

1,2,3...n: Unit value n years prior to the valuation date. eg 1 is of
12/31/96, 2 is of 12/31/95


    




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