VARIABLE ACCOUNT J OF LIBERTY LIFE ASSURANCE CO OF BOSTON
497J, 1997-11-21
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                                                            Rule 497(c)
                                      
                                      
                      November 15, 1997 Prospectus for
                                      
                                      
                                      
                                      
                                      
                                   LIBERTY
                          ADVISOR VARIABLE ANNUITY
                                      
                                      
                                      
                                      
                                      
                                      
                       Including 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



Distributed by:

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

Issued by:
Liberty Life Assurance Company of Boston
175 Berkeley Street, Boston, MA 02117

Liberty Life Service Office
125 High Street, Boston, MA 02110-2712



LAVAP 11/97
                                      
____Yes.I  would  like  to  receive  the  Liberty  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

____ Alliance Variable Products Series Fund, Inc.

____ Liberty Variable Investment Trust

____ MFS Variable Insurance Trust

____ SteinRoe Variable Investment Trust
                                      
Name

Address

City State Zip


                             BUSINESS REPLY MAIL
                FIRST CLASS MAIL  PERMIT NO. 6719  BOSTON, MA
                      POSTAGE WILL BE PAID BY ADDRESSEE
                                      
                         LIBERTY LIFE SERVICE OFFICE
                               125 HIGH STREET
                            BOSTON, MA 02110-9773

     NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES.



                       GROUP FLEXIBLE PURCHASE PAYMENT
                     DEFERRED VARIABLE ANNUITY CONTRACT
                                  ISSUED BY
                             Variable Account J
                                     OF
                  LIBERTY LIFE ASSURANCE COMPANY OF BOSTON

This  Prospectus  offers Group 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)NY) 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 a 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 28).
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 Liberty Life Assurance Company  of  Boston  ("Liberty
Life"), designated Variable Account J ("Variable Account").

The  Variable Account invests in shares of the following investment companies
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.

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  the
Principal  Underwriter, Keyport Financial Services Corp. 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 27.

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
LIBERTY  LIFE  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 November 15, 1997


                              TABLE OF CONTENTS

                                                            Page
Glossary of Special Terms                                       3
Summary of Expenses                                             4
Synopsis                                                        7
Performance Information                                         8
Liberty Life and the Variable Account                           8
Purchase Payments and Applications                              8
Investments of the Variable Account                            10
  Allocations of Purchase Payments                             10
  Eligible Funds                                               10
  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             14
  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                                 16
  Deductions for Income Taxes                                  16
  Total Variable Account Expenses                              16
Other Services                                                 16
The Certificates                                               18
  Variable Account Value                                       18
  Valuation Periods                                            18
  Net Investment Factor                                        18
  Modification of the Certificate                              18
  Right to Revoke                                              19
Death Provisions for Non-Qualified Certificates                19
Death Provisions for Qualified Certificates                    20
Certificate Ownership                                          20
Assignment                                                     20
Partial Withdrawals and Surrender                              21
Annuity Provisions                                             21
  Annuity Benefits                                             21
  Income Date and Annuity Option                               21
  Change in Income Date and Annuity Option                     21
  Annuity Options                                              21
  Variable Annuity Payment Values                              23
  Proof of Age, Sex, and Survival of Annuitant                 23
Suspension of Payments                                         23
Tax Status                                                     23
  Introduction                                                 23
  Taxation of Annuities in General                             23
  Qualified Plans                                              25
  Tax-Sheltered Annuities                                      25
  Individual Retirement Annuities                              25
  Corporate Pension and Profit-Sharing Plans                   25
  Deferred Compensation Plans with Respect to Service
    for State and Local Governments                            25
Variable Account Voting Privileges                             26
Sales of the Certificates                                      26
Legal Proceedings                                              26
Inquiries by Certificate Owners                                26
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).

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 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 Liberty Life'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:  Liberty  Life's Service 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) or 408(b) of the Internal  Revenue Code.  Liberty  Life
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 Liberty Life  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  Liberty  Life,
signed  by  the Certificate Owner and a disinterested witness, and  filed  at
Liberty Life'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 Expenses
  (as a percentage of Purchase Payments):                   7%

Annual  Certificate Maintenance Charge2                     $36

The Certificate Maintenance Charge will be waived before the Income Date if:

      (i)   the Certificate Value is greater than or equal to $40,000 on  the
Certificate Anniversary date this charge is imposed, or
      (ii)  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 (Income for a Fixed Number of Years)  is
applicable; and
      (ii) at the time of the first payment of the year, the present value of
all  the  remaining payments (see "Option A" on Page 22) is greater  than  or
equal to $40,000.

                      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 Expenses3
(as a percentage of average net assets)

                                                             Total Fund
                                                              Operating
                                                            Expenses After
                              Management           Other          Any Expense
Fund                            Fees         Expenses       Reimbursements4

Alger Growth                    .75%           .04%            .79%
Alger Small Cap                 .85%           .03%            .88%
Alliance Global Bond            .44     %           .50%
 .94%(1.15%)4
Alliance Premier Growth         .72     %           .23%
 .95%(1.23%)4
Colonial Growth & Income             .65     %           .14%            .79%
Colonial Int'l Fund for Growth       .90%           .50%           1.40%
Colonial Strategic Income       .65%           .15%            .80%(.86%)4
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%)4
MFS Research                    .75     %           .25%
1.00%(1.48%)4
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)
Stein Roe Special Venture       .65%           .10%            .75%

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

Example  #1 _ Assuming surrender of the Certificate at the end of the periods
shown.5

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.5

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.

2This  charge  will  be waived on the first Certificate  Anniversary  and  in
certain   other  instances  (see  "Deductions  for  Certificate   Maintenance
Charge").  Liberty  Life 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.  Liberty Life deducts the amount  of  premium
taxes, if any, when paid unless Liberty Life elects to defer such deduction.

3All  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
4).

4Expense  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 have been 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,
Stein  Roe Global Utilities, Liberty All-Star Equity 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 have been 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 have been 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  have  been  in  the  absence  of  expense
reimbursement.

5The  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 Liberty Life.  The Fixed Account
is  part  of Liberty Life's "general account", which consists of all  Liberty
Life's  assets  except the Variable Account and the assets of other  separate
investment  accounts  maintained by Liberty  Life.   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 "Liberty Life and the Variable Account" on Page 8 for
more  information on the Variable Account and Appendix A on Page 28 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.  The minimum  amount
for  each subsequent payment is $1,000 or such lesser amount as Liberty  Life
may  permit from time to time (currently $250).  (See "Purchase Payments"  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 21).  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 15.)

Liberty  Life 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.) Liberty Life 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 15.)

Liberty  Life  deducts  an annual Certificate Maintenance  Charge  (currently
$36.00)  from the Variable Account Value for administrative expenses.   Prior
to the Income Date, Liberty Life reserves the right to change this charge for
future years. Liberty Life will in certain instances waive this charge.  (See
"Deductions for Certificate Maintenance Charge" on Page 14.)

Liberty  Life 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
"Transfer of Variable Account Value" on Page 13.)

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 16.)

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 23.)

The  Certificate  allows  the Certificate Owner  to  revoke  the  Certificate
generally  within  10 days of delivery (see "Right to Revoke"  on  Page  19).
Liberty  Life  will refund the Certificate Value as of the date the  returned
Certificate  is  received  by  Liberty Life, plus  any  distribution  charges
previously  deducted.  The Certificate Owner thus will  bear  the  investment
risk during the revocation period.

The  full  financial  statements for Liberty Life 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 Liberty Life and/or non-
Liberty Life 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, Liberty Life 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 Liberty  Life
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.

                    LIBERTY LIFE AND THE VARIABLE ACCOUNT

Liberty  Life  Assurance Company of Boston was incorporated on September  17,
1963  as  a  stock  life insurance company. Its executive and  administrative
offices are at 175 Berkeley Street, Boston, Massachusetts 02117.

Liberty Life writes individual life insurance on both a participating  and  a
non-participating  basis and group life and health insurance  and  individual
and  group  annuity  contracts  on a non-participating  basis.  The  variable
annuity  contracts  described  in  this  prospectus  are  issued  on  a  non-
participating  basis. Liberty Life is licensed to do business in  all  states
and  in  the District of Columbia. However, the contracts described  in  this
prospectus  are  currently offered only in New York. Liberty  Life  has  been
rated  "A"  by  A.M. Best and Company, independent analysts of the  insurance
industry. The Best's A rating is in the second highest rating category, which
also  includes  a  lower rating of A-. Best's Ratings merely  reflect  Best's
opinion  as  to the relative financial strength of Liberty Life  and  Liberty
Life's ability to meet its contractual obligations to its policyholders. Even
though assets in the Variable Account are held separately from Liberty Life's
other  assets,  ratings of Liberty Life may still be relevant to  Certificate
Owners  since  not  all of Liberty Life's contractual obligations  relate  to
payments  based  on those segregated assets (e.g., see "Death Provisions"  on
pages  19-20  for Liberty Life's obligation after certain deaths to  increase
the  Certificate Value if it is less than the guaranteed minimum death  value
amount).

Liberty  Life  is  a  wholly-owned  indirect  subsidiary  of  Liberty  Mutual
Insurance  Company and Liberty Mutual Fire Insurance Company. Liberty  Mutual
Insurance   Company   is  a  multi-line  insurance  and  financial   services
institution.

The  Variable  Account  was  established by  Liberty  Life  pursuant  to  the
provisions  of Massachusetts Law on June 2, 1997. 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 Liberty Life by the Securities and Exchange Commission.

Obligations  under  the  Certificates are the obligations  of  Liberty  Life.
Although the assets of the Variable Account are the property of Liberty Life,
these  assets are held separately from the other assets of Liberty  Life  and
are not chargeable with liabilities arising out of any other business Liberty
Life 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 Liberty  Life
may conduct. Thus, Liberty Life 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.

                     PURCHASE PAYMENTS AND APPLICATIONS

The  initial  Purchase Payment is due on the Certificate Date.   The  minimum
initial Purchase Payment is $5,000. 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 Liberty Life may permit from time to
time (currently $250).  Liberty Life 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, Liberty Life 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, Liberty Life will attempt
to  get it in good order within five business days.  If it is not complete at
the  end of this period, Liberty Life 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 Liberty  Life'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.   Liberty  Life  has  reserved  the  right  to  reject  any
application.

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

Liberty  Life will permit others to act on behalf of an applicant in  certain
instances,  including the following two examples.  First, Liberty  Life  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, Liberty Life will issue a Certificate that  is
replacing  an  existing life insurance or annuity policy that was  issued  by
either  Liberty  Life  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  Liberty  Life  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 Liberty Life.  If the information is in  good  order,
Liberty  Life  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 Liberty  Life  that  will  give  the
Certificate  Owner an opportunity to respond to Liberty Life if  any  of  the
application  information is incorrect.  Alternatively, Liberty Life'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 Liberty Life for its
permanent  records).   All  purchases  are  confirmed,  in  writing,  to  the
applicant  by  Liberty Life.  Liberty Life'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" on  Page  16).
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 Liberty Life 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 Liberty  Life  to
accept  telephone changes, a Certificate Owner agrees to accept and be  bound
by  the  conditions and procedures established by Liberty Life 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 Liberty Life 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.),  an affiliate of Liberty Life, is the manager  for  Liberty
Trust   and   its  Eligible  Funds.  Colonial  Management  Associates,   Inc.
("Colonial"),  an  affiliate of Liberty Life, 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  Liberty  Life,
serves as sub-adviser for Newport Tiger. Liberty Asset Management Company, an
affiliate of Liberty Life, 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  Liberty
Life.  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 the Principal Underwriter,  Keyport
Financial  Services Corp. at 125 High Street, Boston, MA 02110 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 Sub-Account)     Current income and long-term
growth
(formerly named Colonial-Keyport        of capital and income.
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 Liberty
Life  and  of  insurance companies affiliated and unaffiliated  with  Liberty
Life.  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.

The Certificate allows Liberty Life 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, Liberty Life 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 Liberty Life'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 shorter time period as Liberty  Life  may
permit.

Liberty Life is also limiting each transfer to a maximum of $500,000 or  such
greater  amount  as Liberty Life 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 Liberty Life.

In  applying the $500,000 limitation, Liberty Life 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 Liberty Life.

In  applying  the  $500,000 limitation to transfers  requested  by  a  common
attorney-in-fact  or  investment adviser, Liberty  Life  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 Liberty Life'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 Liberty Life.   If  a
transfer  is executed under one Certificate and, within the next 30  days,  a
transfer request for another Certificate is determined by Liberty Life to  be
related  to the executed transfer under this paragraph's rules, the  transfer
request  will  not  be  executed by Liberty Life.  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.

Liberty  Life'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.
Liberty  Life has determined that the actions of Certificate Owners  engaging
in  significant  transfer activity among Sub-Accounts may  cause  an  adverse
effect  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 the lesser of $25 and the  cost  of  effecting  a
transfer.

Transfers must be made by Written Request unless the Certificate Owner has by
Written Request authorized Liberty Life 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  Liberty
Life to accept telephone transfer instructions, a Certificate Owner agrees to
accept  and be bound by the conditions and procedures established by  Liberty
Life  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 Liberty Life 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 Liberty Life 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 Liberty  Life's
management further investment in such fund shares should become inappropriate
in view of the purpose of the Certificate, Liberty Life 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.

Liberty Life 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 Liberty Life's general account; or to add, combine
or  remove  Sub-Accounts in the Variable Account; and (d) to change  the  way
Liberty  Life  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

Liberty  Life  has responsibility for all administration of the  Certificates
and the Variable Account. Liberty Life has sub-contracted to an affiliate the
actual  day-to-day administration of the Certificates, for which  it  pays  a
fee. 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.   Liberty  Life  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 LIBERTY LIFE.  The
Certificate Maintenance Charge will be waived before the Income Date if:

(i)  it is the first Certificate Anniversary, or
(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 (Income for a  Fixed  Number  of  Years)  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 22) 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.
Liberty  Life 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.   Liberty   Life
guarantees  the  Death  Benefits described below  (see  "Death  Provisions").
Liberty Life 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  Liberty  Life 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 Liberty Life  and  other
persons specified in "Sales of the Certificates".

                  Deductions for Daily Distribution Charge

Liberty Life 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 Liberty Life 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 Liberty  Life
and  other  persons specified in "Sales of the Certificates".  The charge  is
also  not  deducted  from Sub-Account values attributable to  Annuity  Units.
Liberty  Life  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 Liberty Life'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, Liberty Life 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,
Liberty  Life'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 21.

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 Liberty Life'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
Liberty  Life  and  Keyport  Financial Services  Corp.,  the  percentage  may
increase to 6.25%.

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 Liberty Life and other persons specified in "Sales  of
the Certificates".

Liberty Life 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 Liberty Life's general account.

Liberty  Life  may allow, under the Systematic Withdrawal Program  and  under
other permitted circumstances, all or part of the amount in 2. above 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 Liberty Life 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 the lesser of $25 and the
cost of effecting a transfer.

                        Deductions for Premium Taxes

Liberty  Life deducts the amount of any premium taxes levied by any state  or
governmental  entity  when  paid unless Liberty Life  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 Liberty  Life
within such states, and the insurance tax laws of such states.  For New  York
Certificates, the current premium tax rate is 0%.

                         Deductions for Income Taxes

Liberty  Life  will deduct from any amount payable under the Certificate  any
income  taxes that a governmental authority requires Liberty Life 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.  Liberty Life 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, 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.  Liberty  Life
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. Liberty Life 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, Liberty Life 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
(Liberty  Life  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.   Liberty  Life
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 Liberty Life 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
Liberty Life 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 developed by Ibbotoson Associates  (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  Ibbotoson Associates 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,  Liberty  Life  will
automatically rebalance the Certificate Value of each Sub-Account  quarterly.
On  the  last  day  of the calendar quarter, Liberty Life 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 calendar quarter.  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  Liberty
Life  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 may  be  made  by  monthly
draft against the bank account of any Certificate Owner who has completed and
returned  to  Liberty  Life a Systematic Investment Program  application  and
authorization form.  The application and authorization form may  be  obtained
from  Liberty  Life  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, Liberty  Life
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  any  Sub-Account  or Guarantee Period 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,
Liberty  Life will make withdrawals under the Program in the manner specified
for  partial  withdrawals in "Partial Withdrawals and  Surrender".  All  Sub-
Account  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, Liberty Life 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  Liberty  Life first purchased Eligible Fund shares  on  behalf  of  the
Variable  Account, Liberty Life 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.  Liberty Life 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 Liberty
                Life 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" on Page 15, Unit
values  without  (c)(ii)  above  will be used thereafter.   For  Certificates
issued to employees of Liberty Life 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 Liberty Life'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 Liberty Life's Service 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 Liberty Life never issued it  and  Liberty
Life 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, Liberty Life will automatically end it then by paying  the
Certificate   Value  to  the  Designated  Beneficiary.   If  the   Designated
Beneficiary is not then alive, Liberty Life 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  Liberty Life receives due proof of the Covered Person's death,  Liberty
Life will compare, as of the date of death, the Certificate Value to the DBA.
If  the  Certificate Value was less than the DBA, Liberty Life 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 Liberty Life 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 Liberty Life 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 Liberty Life
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 Liberty Life
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 Liberty  Life
receives due proof of the Annuitant's death, Liberty Life will compare, as of
the  date  of  death, the Certificate Value to the DBA.  If  the  Certificate
Value  was  less  than  the  DBA,  Liberty Life  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 Liberty Life 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 Liberty Life 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  Liberty Life receives due proof  of  the  Annuitant's
death,  Liberty  Life will compare, as of the date of death, the  Certificate
Value  to  the DBA.  If the Certificate Value was less than the DBA,  Liberty
Life  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
Liberty Life 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  Liberty  Life
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  Liberty Life 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, Liberty Life 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, Liberty Life 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 Liberty Life
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 Liberty Life.  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.
Liberty  Life  must receive a Written Request and the minimum  amount  to  be
withdrawn  must  be at least $300 or such lesser amount as Liberty  Life  may
permit  in  conjunction  with  a  Systematic  Withdrawal  Program.   If   the
Certificate  Value after a partial withdrawal would be below $2,500,  Liberty
Life  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.

Liberty  Life  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.  Liberty Life'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) 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 Liberty Life 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 Liberty Life'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 Fixed Account Value increased or decreased by  a  limited
Market Value Adjustment described in Appendix A any applicable premium  taxes
not  previously  deducted  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  Liberty Life 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 applicable  premium  taxes  not
previously  deducted) will be applied to a fixed annuity option. Any  premium
taxes  will be deducted proportionately from both the Variable Account  Value
and  Fixed  Account  Value. 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, Liberty Life 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, Liberty Life 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.  Liberty Life  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).
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 5% per year 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 5% per year 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  Liberty  Life  has  no
mortality risk during this period.

If  annual  payments are chosen for Option A and a variable payout  has  been
selected, Liberty Life has available a "stabilizing" payment option that  may
be  chosen.  Each annual payment will be determined as described in "Variable
Annuity  Payment Values".  Each annual payment will then be placed in Liberty
Life'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 Liberty Life
that will vary from year to year.  The commutation method described above for
calculating  the present value of remaining payments applies  to  the  annual
payments.  Any monthly payments remaining before the next annual payment will
be  commuted  at  the  interest rate used to determine  that  year's  monthly
payments.

See  "Annuity Payments" on Page 24 for the manner in which Option  A  may  be
taxed.

Option  B:  Life Income with 10 Years of Payments Guaranteed.   Liberty  Life
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 5% per year unless 3% per year had been chosen  by
     the payee at the time the option was selected.

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.  Liberty Life 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  Liberty
Life  using  an  annuity purchase rate that is based  on  an  assumed  annual
investment  return  of 5% per year, 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  Liberty Life 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

Liberty  Life  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, Liberty Life will compute the amount payable based on the  correct
age  and sex.  If income payments have begun, any underpayments Liberty  Life
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 Liberty Life is repaid in full.
                                      
                           SUSPENSION OF PAYMENTS

Liberty Life reserves the right to postpone surrender payments from the Fixed
Account for up to six months.  Liberty Life 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 Liberty Life'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.

                      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. A trust or  other
entity  owning  a  Non-Qualified Certificate other than as an  agent  for  an
individual is taxed differently; increases in the value of a Certificate  are
taxed yearly whether or not a distribution occurs.

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  for  lump-sum
distributions  received  before January 1, 2000.   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  Liberty  Life  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 Liberty Life'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 Liberty Life contracts as one contract.  Liberty
Life  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 that is allocated
to  Variable Account Value 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 that is allocated to Fixed Account Value 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 "stabilizing" payment option available  under  Annuity
Option  A, pursuant to which each annual payment is placed in Liberty  Life'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.  Liberty Life is required to withhold federal income
taxes  on taxable amounts paid under Certificates unless the recipient elects
not  to have withholding apply.  Liberty Life 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 Liberty Life'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.  Liberty
Life's understanding of the above is principally based on legislative reports
prepared by the Staff of the Congressional Joint Committee on Taxation.

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, Liberty Life 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.  Liberty Life,
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.

Liberty Life 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 Liberty  Life  by  Written
Request to transfer the amount as a direct rollover to another TSA or IRA.

                       Individual Retirement Annuities

Section 408(b) of the Code permits eligible individuals to contribute  to  an
individual  retirement program known as an "Individual  Retirement  Annuity."
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
an 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, Liberty Life 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.   Liberty  Life  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 Liberty Life 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 Liberty Life Assurance Company of Boston,
an  affiliate  of  KFSC, 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.

Different  Certificates  may  be sold (1) to a  person  who  is  an  officer,
director,  or  employee of Liberty Life, or an affiliate of Liberty  Life,  a
trustee or officer of an Eligible Fund, an employee of the investment adviser
or  sub-investment adviser of an Eligible Fund, or an employee or  associated
person  of  an  entity  which has entered into a  sales  agreement  with  the
Principal  Underwriter for the distribution of Certificates, 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.

                              LEGAL PROCEEDINGS

There are no legal proceedings to which the Variable Account or the Principal
Underwriter are a party.  Liberty Life 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 Liberty Life.

                       INQUIRIES BY CERTIFICATE OWNERS

Certificate Owners with questions about their Certificates may write  Liberty
Life  Service Office, 125 High Street, Boston, MA 02110, or call  (800)  367-
3653.

            TABLE OF CONTENTS-STATEMENT OF ADDITIONAL INFORMATION

                                                             Page
Liberty Life Assurance Company of Boston                        2
Variable Annuity Benefits                                       2
  Variable Annuity Payment Values                               2
  Re-Allocating Sub-Account Payments                            4
Safekeeping of Assets                                           4
Principal Underwriter                                           4
Experts                                                         4
Investment Performance                                          5
  Yields for Stein Roe Money Market Sub-Account                 6
Financial Statements                                            7
  Liberty Life Assurance Company of Boston                      9
                                 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
Liberty  Life'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.   Liberty  Life 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  Liberty Life  to  accept  telephone  allocation
instructions  from  the Certificate Owner.  By authorizing  Liberty  Life  to
accept  telephone changes, a Certificate Owner agrees to accept and be  bound
by  the  conditions and procedures established by Liberty Life 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.

Liberty  Life  currently offers Guarantee Periods of 1, 3, 5,  and  7  years.
Liberty Life 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 Liberty Life 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.

Liberty  Life  offers a Capital Protection Plus program  that  a  Certificate
Owner  may request.  Under this program, Liberty Life 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 Liberty Life  receives  a
Purchase  Payment of $10,000 when the interest rate for the 7-year  Guarantee
Period  is  6.75%  per  year.   Liberty Life 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

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

Liberty  Life'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 the
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",  Liberty Life 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,
Liberty  Life instead uses the weekly Series first published after the  prior
Determination  Date. To determine "b", Liberty Life 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,
Liberty  Life 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, Liberty  Life
will  adopt  a  comparable constant maturity index or, if such  a  comparable
index  also is not available, Liberty Life will replicate calculation of  the
Treasury  Constant  Maturity Series Index based  on  U.S.  Treasury  Security
coupon rates.

                          End of A Guarantee Period

Liberty  Life  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,
Liberty Life will automatically transfer the Guarantee Period's Fixed Account
Value  to the Money Market Sub-Account of the Variable Account unless Liberty
Life  previously  received  a Certificate Owner's  Written  Request  of:  (1)
election of a new Guarantee Period from among those being offered by  Liberty
Life  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 Liberty Life to limit the number of transfers that can
be  made  in  a specified time period.  Currently, Liberty Life  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".  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  Liberty  Life  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  Liberty  Life  to  accept  telephone  transfer  instructions,  a
Certificate  Owner  agrees  to  accept and be bound  by  the  conditions  and
procedures  established  by  Liberty Life 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 Liberty Life 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 Liberty Life
to  accept  telephone  instructions but either  Certificate  Owner  may  give
Liberty Life telephone instructions.

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

3.    Neither  Liberty  Life 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, Liberty Life  will  employ  reasonable
procedures to confirm that a telephone instruction is genuine and, if Liberty
Life  does  not, Liberty Life 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 Liberty Life  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 Liberty Life 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) Liberty  Life
receives  the  Certificate  Owner's  written  revocation,  (b)  Liberty  Life
discontinues  the  privilege, or (c) Liberty Life 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  Liberty  Life's  Service
Office  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 Liberty  Life,  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, Liberty Life 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  Liberty
Life  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  Liberty  Life  is
instructed otherwise.


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

                   STATEMENT OF ADDITIONAL INFORMATION

                     GROUP FLEXIBLE PURCHASE PAYMENT
                    DEFERRED VARIABLE ANNUITY CONTRACT
                                ISSUED BY
                            VARIABLE ACCOUNT J
                                    OF
        LIBERTY LIFE ASSURANCE COMPANY OF BOSTON ("Liberty Life")




This  Statement of Additional Information is not a prospectus but it  relates
to,  and  should  be read in conjunction with, the Liberty  Advisor  variable
annuity prospectus dated November 15, 1997.  The prospectus is available,  at
no  charge,  by writing Keyport Financial Sercives Corp. at 125 High  Street,
Boston, MA 02110 or by calling (800) 437-4466.


                            TABLE OF CONTENTS

                                                                       Page

Liberty Life Assurance Company of Boston...................................2
Variable Annuity Benefits..................................................2
  Variable Annuity Payment Values..........................................2
  Re-Allocating Sub-Account Payments.......................................4
Safekeeping of Assets......................................................4
Principal Underwriter......................................................4
Experts....................................................................4
Investment Performance.....................................................5
  Yields for Stein Roe Money Market Sub-Account............................6
Financial Statements.......................................................7
  Liberty Life Assurance Company of Boston.................................9



The date of this statement of additional information is November 15, 1997.

                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON

Liberty  Mutual Insurance Company ("Liberty Mutual") and Liberty Mutual  Fire
Insurance Company ("Liberty Mutual Fire") are the ultimate corporate  parents
of  Liberty  Life. Liberty Mutual and Liberty Mutual Fire ultimately  control
Liberty  Life  through the following intervening holding company  subsidiary:
Liberty  Mutual Property-Casualty Holding Corporation. Liberty  Mutual  is  a
multi-line insurance company. For additional information about Liberty  Life,
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 Liberty Life   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, Liberty Life  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 Liberty Life  first purchased Eligible Fund shares on behalf of the
Variable Account, Liberty Life  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),
Liberty  Life   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  5%  per
          year.  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  5%  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%,  5%,  3%,  or  0%
between the time of the first and second payments.  With an actual 9% return,
the  3% AIR and 5% AIR payments would both increase in amount but the 3%  AIR
payment would increase by a larger percentage.  With an actual 5% return, the
3%  AIR payment would increase in amount while the 5% AIR payment would  stay
the  same.   With an actual return of 3%, the 3% AIR payment would  stay  the
same  while  the 5% AIR payment would decrease in amount.  Finally,  with  an
actual  return of 0%, the 3% AIR and 5% 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 5% 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 5% AIR payment amount but eventually the 3% AIR payment amount will
become larger than the 5% 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 Liberty Life  to change the Sub-Account(s) used to determine the
amount  of the variable annuity payments 1 time 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  Liberty  Life
receives  the  request, Liberty Life  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.

                          SAFEKEEPING OF ASSETS

      Liberty  Life is responsible for the safekeeping of the assets  of  the
Variable Account.

      Liberty Life has responsibility for providing all administration of the
Certificates and the Variable Account. This administration includes,  but  is
not limited to, preparation of the Contracts and Certificates, maintenance of
Certificate  Owners' records, and all accounting, valuation,  regulatory  and
reporting  requirements.  Liberty  Life  has  contracted  with  Keyport  Life
Insurance  Company,  an  affiliate, to provide  all  administration  for  the
Contracts  and  Certificates, as its agent. Keyport Life Insurance  Company's
compensation  is  based on the number of Certificates and on the  Certificate
Value of these Certificates.

                          PRINCIPAL UNDERWRITER

      The  Contract  and  Certificate, which are  offered  continuously,  are
distributed  by  Keyport  Financial Services  Corp.  ("KFSC"),  which  is  an
affiliate of Liberty Life.

                                 EXPERTS

      The financial statements of Liberty Life Assurance Company of Boston at
December 31, 1996, and for the year then ended appearing in this Statement of
Additional  Information have been audited by Ernst & Young  LLP,  independent
auditors,  as  set forth in their report thereon appearing elsewhere  herein,
and  are  included in reliance upon such report given upon the  authority  of
such firm as experts in accounting and auditing.

      The financial statements of Liberty Life Assurance Company of Boston as
of  December 31, 1995 and for each of the years in the two-year period  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.

                          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 contract 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.

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 charge.  Both yields also reflect, on  an  allocated
basis,  the Certificate's annual $36 Certificate Maintenance Charge  that  is
collected  after  the  first Certificate Anniversary.   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

Effective Yield Equals:  (A - B)365/7 - 1
                            C
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 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 SteinRoe  Cash  Income
          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.  The effective yield formula also annualizes seven days of  net
income but it assumes that the net income is reinvested over the year.   This
compounding effect causes effective yield to be higher than the yield.

                           FINANCIAL STATEMENTS

      The  Variable  Account recently commenced operations and  therefore  no
financial statements are included.  The financial statements of Liberty  Life
are  provided  as  relevant to its ability to meet its financial  obligations
under the Certificates.











                     THIS PAGE INTENTIONALLY LEFT BLANK




                       Report of Independent Auditors




The Board of Directors
Liberty Life Assurance Company of Boston

We  have  audited  the accompanying balance sheet of Liberty  Life  Assurance
Company  of  Boston (the Company) as of December 31, 1996,  and  the  related
statements of income, stockholders' equity, and cash flows for the year  then
ended.  These  financial statements are the responsibility of  the  Company's
management.  Our  responsibility is to express an opinion on these  financial
statements based on our audit.

We  conducted  our  audit  in  accordance with  generally  accepted  auditing
standards.  Those  standards require that we plan and perform  the  audit  to
obtain  reasonable assurance about whether the financial statements are  free
of  material  misstatement. An audit includes examining,  on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial statements.
An   audit  also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management, as well as evaluating the  overall
financial  statement  presentation. We believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all  material  respects,  the financial position of  Liberty  Life  Assurance
Company of Boston at December 31, 1996, and the results of its operations and
its cash flows for the year then ended, in conformity with generally accepted
accounting principles.






February 28, 1997                                  Ernst & Young LLP
Boston, Massachusetts




                        Independent Auditors' Report




The Board of Directors
Liberty Life Assurance Company of Boston:

We  have  audited  the accompanying balance sheet of Liberty  Life  Assurance
Company  of  Boston  as of December 31, 1995, and the related  statements  of
income, stockholders' equity, and cash flows for each of the years in the two-
year period then ended. These financial statements are the responsibility  of
the  Company's  management. Our responsibility is to express  an  opinion  on
these financial statements based on our audits.

We  conducted  our  audits  in  accordance with generally  accepted  auditing
standards.  Those  standards require that we plan and perform  the  audit  to
obtain  reasonable assurance about whether the financial statements are  free
of  material  misstatement. An audit includes examining,  on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial statements.
An   audit  also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management, as well as evaluating the  overall
financial  statement  presentation. We believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all  material  respects,  the financial position of  Liberty  Life  Assurance
Company  of  Boston as of December 31, 1995 and the results of its operations
and  its cash flows for each of the years in the two-year period then  ended,
in conformity with generally accepted accounting principles.




KPMG Peat Marwick LLP
Boston, Massachusetts
February 16, 1996



                    Liberty Life Assurance Company of Boston

                                 Balance Sheets

                                                        December 31
                                                     1996        1995
                                                      (In Thousands)
Assets
Investments:
  Fixed maturities, available for sale            $1,737,187  $1,522,447
  Equity securities, available for sale                4,122       4,191
  Policy loans                                        45,345      40,672
  Short-term investments                              78,715     121,471
  Other invested assets                               38,281      32,339
Total investments                                  1,903,650   1,721,120

Cash and cash equivalents                             34,372      64,801
Amounts recoverable from reinsurers                   48,800      36,919
Premiums receivable                                    8,421       4,974
Investment income due and accrued                     20,820      17,275
Deferred policy acquisition costs                     77,424      62,762
Other assets                                           7,050       7,545
Assets held in separate accounts                   1,097,040     899,519

Total assets                                      $3,197,577  $2,814,915

Liabilities and Stockholders' Equity:
Liabilities:
  Future Policy benefits                          $  936,842  $  809,042
  Policyholders' and beneficiaries' funds            548,153     441,619
  Policy and contract claims                          30,394      19,344
  Dividends to policyholders                          12,919      12,309
  Experience rating refund reserves                    2,400       1,190
  Liability for participating policies                68,504      65,256
  Federal income taxes payable                           542          -
  Deferred federal income taxes                       73,973      93,158
  Due to Parent                                        8,907       9,334
  Accrued expenses and other liabilities             117,144     191,894
  Liabilities related to separate accounts         1,097,040     899,519
Total liabilities                                  2,896,818   2,542,665

Stockholders' equity:
  Common stock, $312.50 par value; 8,000
     shares authorized, issued and outstanding         2,500       2,500
  Additional paid-in capital                          52,500       2,500
  Net unrealized gains on investments,
    net of federal income taxes of $43,793
    and $66,391                                       81,330     122,875
  Cumulative foreign currency translations,
    net of federal income taxes of $612 and $515       1,139         957
Retained earnings                                    163,290     143,418

Total stockholders' equity                           300,759     272,250

Total liabilities and stockholders' equity        $3,197,577  $2,814,915

See accompanying notes to financial statements.
                    Liberty Life Assurance Company of Boston
                              Statements of Income

                                             Year Ended December 31
                                             1996        1995      1994
                                                (In Thousands)
Revenues:
  Premiums, net                              $283,965  $197,017  $130,606
  Net investment income                       122,527   108,721    97,022
  Realized gains on investments                 6,722     5,091     3,043
  Contractholder charges and assessments        5,759     5,428     4,943
  Other revenues                                4,469     4,323     3,776
Total revenues                                423,442   320,580   239,390

Benefits and expenses:
  Death and other policy benefits             173,281   126,029   110,158
  Recoveries from reinsurers on ceded claims  (11,454)  (10,489)   (5,858)
  Provision for future policy benefits and
   other policy liabilities                   121,347    88,903    41,609
  Interest credited to policyholders           32,252    27,527    18,347
  Change in deferred policy acquisition costs (15,247)  (11,101)   (9,921)
  General expenses                             69,926    52,555    38,381
  Insurance taxes and licenses                  6,956     4,997     3,550
  Dividends to policyholders                   12,610    12,277    11,671
Total benefits and expenses                   389,671   290,698   207,937

Income from continuing operations before
  federal income taxes and earnings of
  participating policies                       33,771    29,882    31,453
Federal income taxes                           10,327    10,782    11,003
Income from continuing operations before
  earnings of participating policies           23,444    19,100    20,450

Earnings of participating policies net
  of federal income tax benefit of $2,514
  in 1996, $2,581 in 1995 and $835 in 1994      3,247     3,397     1,545

Income from continuing operations              20,197    15,703    18,905

Discontinued operations:
  Loss from operations on discontinued
  group health, net of federal income
  (benefits) taxes of ($175) in 1996, ($1,236)
  in 1995 and $100 in 1994                       (325)   (2,267)       24

Net income                                   $ 19,872  $ 13,436  $ 18,929

See accompanying notes to financial statements.


                    Liberty Life Assurance Company of Boston
                                      
                         Statements of Stockholders' Equity

                    Years Ended December 31, 1996, 1995 and 1994
                                   (In Thousands)

                                        Net
                                    Unrealized  Cumulative
                         Additional  Gains      Foreign
                   Common Paid-In  (Losses) on  Currency    Retained
                   Stock  Capital  Investments Translations Earnings  Total

Balance at
 January 1, 1994    $2,500  2,500    105,774     203     111,053  $222,030

Net income                                                18,929    18,929

Net unrealized
gains (losses) on
investments, net
of deferred
federal income
taxes of ($425)                      (93,500)                      (93,500)

Cumulative foreign
currency translations,
net of deferred
federal income taxes
of ($140)                                        260                   260


Balance at
 December 31, 1994   2,500  2,500     12,274     463     129,982   147,719

Net income                                                13,436    13,436

Net unrealized
gains (losses) on
investments, net
of deferred
federal income
taxes of ($59,758)                   110,601                       110,601

Cumulative foreign
currency translations,
net of deferred
federal income taxes
of ($267)                                        494                   494

Balance at
 December 31, 1995   2,500  2,500    122,875     957     143,418   272,250

Additional Paid-In
  Capital                  50,000                                   50,000

Net income                                                19,872    19,872

Net unrealized
gains (losses) on
investments, net
of deferred
federal income
taxes of $22,598                     (41,545)                      (41,545)

Cumulative foreign
currency translations,
net of deferred federal
income taxes
of ($97)                                           182                  182

Balance at
 December 31, 1996  $2,500 52,500     81,330     1,139   163,290   $300,759

See accompanying notes to financial statements.

                    Liberty  Life Assurance Company of Boston

                              Statements of Cash Flows

                                                Years ended December 31
                                             1996         1995        1994
                                                       (In Thousands)
Cash flows from operating activities:
 Premiums collected                        $ 280,613   $ 197,607 $ 127,716
 Investment income received                   98,899      89,412    80,817
 Other considerations received                10,331       9,421    22,599
 Policyholder claims paid                   (124,297)    (96,494) (123,676)
 Surrender benefits paid                     (33,748)     (5,927)   (5,317)
 Policyholder dividends paid                 (12,008)    (11,685)  (11,081)
 General expenses paid                       (67,834)    (56,736)  (41,915)
 Insurance taxes and licenses paid            (3,959)     (6,000)   (6,346)
 Federal income taxes paid, including
   capital gains taxes                        (5,858)    (12,878)   (4,897)
 Intercompany net receipts                      (426)      9,201   (16,620)
 Other receipts (payments)                    12,218      (2,782)   (6,904)
Net cash flows provided by operating
   activities                                153,931     113,139    14,376

Cash flows from investing activities:
 Proceeds from fixed maturities sold         128,493      41,763    66,835
 Proceeds from fixed maturities matured       91,292      75,084   124,347
 Cost of fixed maturities acquired          (480,206)   (224,725) (315,121)
 Proceeds from equity securities sold        125,997      87,449    45,632
 Cost of equity securities acquired         (122,197)    (86,390)  (45,898)
 Change in policy loans                       (4,673)     (4,087)   (3,827)
 Investment cash in transit                      126        (182)       34
 Proceeds from short-term investments
    sold or matured                          833,144     485,257   902,371
 Cost of short-term investments acquired    (790,040)   (566,870) (879,643)
 Proceeds from other long-term investments
    sold                                       5,997       4,320     2,657
 Cost of other long-term investments
    acquired                                  (6,904)    (13,427)   (5,772)
Net cash used in investing activities       (218,971)   (201,808) (108,385)

Cash flows from financing activities:
 Additional paid-in capital                   50,000         -         -
 Policyholders' deposits on investment
    contracts                                139,579      62,019   124,565
 Policyholders' withdrawals from
    investment contracts                     (65,343)    (62,314)  (30,608)
 Change in securities loaned                 (89,625)    148,710    93,957

Net cash provided by financing activities     34,611     148,415       (52)

Change in cash and cash equivalents          (30,429)     59,746     5,107
Cash and cash equivalents,
  beginning of year                           64,801       5,055

Cash and cash equivalents, end of year     $  34,372   $  64,801 $   5,055

Reconciliation of net income to net cash
   flows from operating activities:
Net income                                 $  19,872   $  13,436 $  18,929

Adjustments to reconcile net income to
  net cash flows from operating
  activities:
   Realized capital gains on investments      (6,722)     (5,091)   (3,211)
   Accretion of bond discount                (20,271)    (17,822)  (16,297)
   Interest credited to policyholders         32,252      27,543    18,347
   Changes in assets and liabilities:
     Proceeds from securities loaned          89,625    (148,710)      -
     Amounts recoverable from reinsurers     (11,881)      4,897   (16,735)
     Premiums receivable                      (3,447)        413      (418)
     Investment income due and accrued        (3,545)     (1,409)   (1,336)
     Deferred policy acquisition costs       (15,247)    (10,888)   (9,921)
     Other assets                                495       1,354    (1,846)
     Future policy benefits                  127,800      88,924    45,660
     Policy and contract claims               11,050      (1,523)     (494)
     Dividends to policyholders                  610         567       590
     Experience rating refund liabilities      1,210        (510)      550
     Liability for participating policies      3,248       3,397     1,544
     Federal income taxes payable                542      (5,830)    4,643
     Deferred federal income taxes             3,805       3,235     1,563
     Due to Parent                              (427)      9,201   (16,620)
     Accrued expenses and other liabilities  (75,038)    151,955    (5,454)

Net cash flows provided by
     operating activities                  $ 153,931   $ 113,139 $  14,376


See accompanying notes to financial statements.
                    Liberty  Life Assurance Company of Boston

                         Notes to Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (In Thousands)

1.   Nature of Operations and Significant Accounting Policies

Organization

Liberty Life Assurance Company of Boston ("The Company") is domiciled in  the
Commonwealth of Massachusetts. The Company is directly owned 100% by  Liberty
Mutual Property-Casualty Holding Corporation, a subsidiary directly owned 90%
by  Liberty Mutual Insurance Company and 10% by Liberty Mutual Fire Insurance
Company ("Liberty Mutual").

The  Company insures life, annuity and accident and health risks  for  groups
and  individuals. The Company also issues structured settlement contracts and
administers separate account contracts. The Company is licensed and sells its
products in all 50 states, the District of Columbia, and Canada.

Basis of Presentation

The  accompanying financial statements have been prepared in accordance  with
generally  accepted  accounting  principles.  The  preparation  of  financial
statements  in  conformity  with  generally  accepted  accounting  principles
requires  management  to  make  estimates and  assumptions  that  affect  the
reported  amounts of assets and liabilities as of the date of  the  financial
statements,  and  the  reported amounts of revenues and expenses  during  the
year. Actual amounts could subsequently differ from such estimates.

Investments

Fixed maturity and equity securities are classified as available for sale and
are  carried at fair value. Unrealized gains and losses on fixed maturity and
equity  securities  are  reported as a separate  component  of  stockholders'
equity, net of applicable deferred income taxes.

For  the  mortgage-backed  bond  portion of  the  fixed  maturity  investment
portfolio,  the  Company recognizes income using a constant  effective  yield
based  on  anticipated prepayments over the estimated economic  life  of  the
security.  When  actual  prepayments differ  significantly  from  anticipated
prepayments,  the effective yield is recalculated to reflect actual  payments
to  date  and  anticipated future payments and any resulting adjustments  are
included in investment income.

Short-term investments include investments with maturities of less  than  one
year at the date of acquisition.

Other invested assets, specifically investments in limited partnerships,  are
accounted for using the equity method.

Policy loans are reported at unpaid loan balances.

Realized   capital  gains  and  losses  are  determined   on   the   specific
identification basis.

Deferred Policy Acquisition Costs

Policy  acquisition costs are the costs of acquiring new business which  vary
with,  and  are  primarily related to, the production of new  business.  Such
costs  include commissions, costs of policy underwriting, and variable agency
expenses. Acquisition costs related to traditional life insurance and certain
long-duration group accident and health insurance, to the extent  recoverable
from  future  policy revenues, are deferred and amortized over  the  premium-
paying period of the related policies using assumptions consistent with those
used  in computing policy benefit reserves. For universal life insurance  and
investment  products,  to the extent recoverable from future  gross  profits,
deferred  policy acquisition costs are amortized generally in  proportion  to
the  present  value  of  expected gross profits from  surrender  charges  and
investment, mortality, and expense margins. Deferred policy acquisition costs
are  adjusted  for amounts relating to unrealized gains and losses  on  fixed
maturity  and  equity securities the Company has designated as available  for
sale.  This  adjustment,  net of tax, is included  with  the  change  in  net
unrealized  gains  or  losses  that  is  credited  or  charged  directly   to
stockholders'  equity. Deferred policy acquisition costs have  decreased  for
this   adjustment  by  $585  and  $2,834  at  December  31,  1996  and  1995,
respectively.

The  Company  began deferring acquisition costs relating to  group  life  and
disability insurance as of January 1, 1995. Costs relating to these  policies
are  amortized  straight  line over a five year period.  Anticipated  premium
revenue  was  estimated  using  the  same assumptions  which  were  used  for
computing liabilities for future policy benefits.

Recognition of Traditional Life Premium Revenue and Related Expenses

Premiums  on  traditional life insurance policies are recognized  as  revenue
when  due. Benefits and expenses are associated with premiums so as to result
in the recognition of profits over the life of the policies. This association
is  accomplished by providing liabilities for future policy benefits and  the
deferral and subsequent amortization of acquisition costs.

Recognition of Universal Life Revenue and Policy Account Balances

Revenues  from universal life policies represent investment income  from  the
related  invested assets and amounts assessed against policyholders. Included
in  such  assessments  are  mortality charges,  surrender  charges  paid  and
administrative  fees.  Policy  account  balances  consist  of   consideration
received  plus  credited  interest,  less accumulated  policyholder  charges,
assessments and withdrawals. Credited interest rates were between  5.75%  and
6.3% in 1996 and between 6.3% and 6.5% in 1995 and 1994.

Investment Contracts

The  Company  writes  certain  annuity and  structured  settlement  contracts
without  mortality  risk  which are accounted for  as  investment  contracts.
Revenues  for  investment  contracts consist of investment  income  from  the
related  invested  assets, with profits recognized to the  extent  investment
income  earned  exceeds the amount credited to the contract. This  method  of
computing  the  liability for future policy benefits effectively  results  in
recognition  of  profits  over the benefit period.  Policy  account  balances
consist  of  consideration received plus credited interest less  policyholder
withdrawals.  Credited interest rates were between 5.35% and 7.05%  in  1996,
between  5.6%  and  7.25% in 1995, and between 5.0% and  5.25%  in  1994  for
annuity  contracts. Credited interest rates were between 6.2%  and  11.4%  in
1996, 1995 and 1994 for structured settlement contracts.

Future Policy Benefits

Liabilities  for  future policy benefits for traditional life  policies  have
been  computed  using the net level premium method based on estimated  future
investment   yield,  mortality  and  withdrawal  experience.  Interest   rate
assumptions  were  between 4.5% and 10.25% for all years of issue.  Mortality
assumptions  have  been  calculated principally  on  an  experience  multiple
applied  to  the  1955-60 and 1965-70 Select and Ultimate  Basic  Tables  for
issued  prior  to 1986, the 1986 Bragg Non-Smoker/Smoker Select and  Ultimate
Basic  Tables  for  1986 to 1992 issues, and the 1991 Bragg Non-Smoker/Smoker
Select  and  Ultimate Basic Tables for 1993 and subsequent issues. Withdrawal
assumptions are generally based on the Company's experience.

The   liability  for  future  policy  benefits  with  respect  to  structured
settlement  contracts  with  life  contingencies  and  single  premium  group
annuities  (group  pension) is determined based on interest  crediting  rates
between  6.2% and 11.4%, and the mortality assumptions are based on the  1971
GAM and IAM tables.

Future policy benefits for long-term disability cases are computed using  the
1987  Commissioners'  Group  Disability  Table  adjusted  for  the  Company's
experience.

Policy and Contract Claims

Accident  and health business policy and contract claims principally  include
claims  in  course of settlement and claims incurred but not reported,  which
are  determined based on a formula derived as a result of the Company's  past
experience. Claims liabilities may be more or less than the amounts paid when
the claims are ultimately settled. Such differences are considered changes in
estimates and are recorded in the statement of income in the year the  claims
are settled.

Reinsurance

All  assets  and  liabilities  related to  reinsurance  ceded  contracts  are
reported   on  a  gross  basis  in  the  accompanying  balance  sheets.   The
accompanying   statements  of  operations  reflect  premiums,  benefits   and
settlement expenses net of reinsurance ceded.

Reinsurance  premiums,  commissions,  expense  reimbursements,  benefits  and
reserves  related to reinsured business are accounted for on bases consistent
with  those used in accounting for original policies issued and the terms  of
the reinsurance contracts.

Federal Income Taxes

The  Company  has  adopted the asset and liability method of  accounting  for
income  taxes.  Under  this method, deferred tax assets and  liabilities  are
recognized  for  the  future  tax consequences  attributable  to  differences
between  the  financial  statement carrying amounts of  existing  assets  and
liabilities  and  their  respective  tax  bases.  Deferred  tax  assets   and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected  to  be
recovered  or  settled. The effect of a change in tax rates on  deferred  tax
assets  and  liabilities is recognized in income in the period that  includes
the enactment date.

Participating Policies

Participating policies approximate 33% and 35% of life insurance in force  at
December 31, 1996 and 1995, respectively, and 18% and 56% of individual  life
insurance  premium  revenue  in  1996 and 1995,  respectively.  Dividends  to
participating  policyholders are calculated as  the  sum  of  the  difference
between  the  assumed  mortality,  interest  and  loading,  and  the   actual
experience  of  the  Company relating to participating  policyholders.  As  a
result  of  statutory  regulations,  the  major  portion  of  earnings   from
participating   policies  inures  to  the  benefit   of   the   participating
policyholders and is not available to stockholders. Undistributed earnings of
the  participating  block of business is represented  by  the  liability  for
participating  policies in the accompanying balance sheets.  The  payment  of
dividends  to  stockholders is further restricted by insurance  laws  of  the
Commonwealth of Massachusetts.

Foreign Currency Translations

The  Company  enters  into certain transactions that  are  denominated  in  a
currency  other than the U.S. dollar. Functional currencies are  assigned  to
foreign   currencies.  The  resulting  translation  adjustments   from   such
transactions  are  accumulated  and  then  converted  to  U.S.  dollars.  The
unrealized  gain  or  loss from this translation is recorded  as  a  separate
component of stockholders' equity, net of deferred federal income taxes.  The
translations  are  calculated using current exchange rates  for  the  balance
sheet and average exchange rates for the statement of operations.

Separate Accounts

Separate account assets and liabilities reported in the accompanying  balance
sheets  represent  funds  that are separately administered,  principally  for
annuity contracts, and for which the contractholder, rather than Liberty Life
Assurance,  bears the investment risk. Separate account contractholders  have
no claim against the assets of the general account of Liberty Life Assurance.
Separate account assets are reported at market value. The operations  of  the
separate  accounts are not included in the accompanying financial statements.
Fees  charged on separate account policyholder deposits are included in other
income.

Reclassification

Certain  1995 balances have been reclassified to permit comparison  with  the
1996 presentation.

2.   Investments

Fixed Maturities

The  amortized  cost, gross unrealized gains and losses, and  fair  value  of
investments in fixed maturities are summarized as follows:

                                              December 31, 1996
                                              Gross       Gross
                                 Amortized  Unrealized  Unrealized   Fair
                                    Cost      Gains      Losses     Value
U.S. Treasury securities and
   obligations of U.S government
   corporations and agencies      $ 408,214  $ 86,080  $ (1,195) $  493,099
Debt securities issued by
   foreign governments               24,762        87      (256)     24,593
Corporate securities                614,901    29,667    (3,864)    640,704
U.S. government guaranteed
   mortgage-backed securities       567,343    16,402    (4,954)    578,791

Total fixed maturities           $1,615,220  $132,236  $(10,269) $1,737,187

                                             At December 31, 1995
                                             Gross       Gross
                                Amortized  Unrealized  Unrealized   Fair
                                   Cost      Gains      Losses     Value
U.S. Treasury securities and
   obligations of U.S government
   corporations and agencies    $  380,296  $116,737  $    (37)  $  496,996
Debt securities issued by
   foreign governments              19,651     1,839        (7)      21,483
Corporate securities               313,686    18,727    (2,797)     329,616
U.S. government guaranteed
   mortgage-backed securities      621,282    53,523      (453)     674,352

Total fixed maturities          $1,334,915  $190,826  $ (3,294)  $1,522,447

The  amortized  cost  and  fair value of the Company's  investment  in  fixed
maturities by contractual maturity is summarized as follows:

                                                   At December 31, 1996
                                                Amortized          Fair
                                                  Cost             Value
  Maturity in one year or less                  $   29,651      $   30,279
  Maturity after one year through five years       169,258         172,798
  Maturity after five years through ten years      313,404         335,973
  Maturity after ten years                         535,564         619,346
  U.S. government guaranteed mortgage-
    backed securities                              567,343         578,791

Total fixed maturities                          $1,615,220      $1,737,187

The  expected  maturities in the foregoing table may differ from  contractual
maturities  because certain borrowers may have the right to  call  or  prepay
obligations with or without call or prepayment penalties.

Gross  gains  of $1,462 and $811, and gross losses of $1,411, and  $445  were
realized on the sales of fixed maturities respectively.

At  December 31, 1996, bonds with an admitted asset value of $14,232 were  on
deposit with state insurance departments to satisfy regulatory requirements.

Equity Securities and Other Invested Assets

Unrealized  gains  and losses on investments in equity securities,  available
for  sale  and other invested assets are recorded in a separate component  of
stockholders' equity and do not affect operations. The cost, gross unrealized
gains  and losses on, and the fair value of, those investments are summarized
as follows:

                                 At December 31, 1996
                                    Gross     Gross
                                 Unrealized Unrealized  Fair
                          Cost      Gains     Losses   Value

Equity securities        $ 3,098   $ 1,241   $  (217)  $ 4,122
Other invested assets     32,729     6,462      (910)   38,281

Total                    $35,827   $ 7,703   $(1,127)  $42,403

                              At December 31, 1995
                                    Gross     Gross
                                 Unrealized Unrealized  Fair
                          Cost      Gains     Losses   Value

Equity securities        $ 3,086   $ 1,105        --   $ 4,191
Other invested assets     28,874     4,045   $  (580)   32,339
Total                    $31,960   $ 5,150   $  (580)  $36,530

Net Investment Income

Major  categories  of the Company's net investment income are  summarized  as
follows:

                                                 Year ended December 31
                                              1996      1995       1994
Investment income:
  Fixed maturities                          $118,365   $104,779    $ 95,837
  Equity securities                               83        214          22
  Policy loans                                 2,672      2,397       2,111
  Short-term investments and cash equivalents  1,633      2,034       1,711
  Other invested assets                        1,476        878         342
Gross investment income                      124,229    110,302     100,023

 Less: Investment expenses                     1,702      1,581       1,942
      Discontinued operations                    --         --        1,059
   Net investment income                    $122,527   $108,721    $ 97,022

Realized Capital Gains on Investments

Realized  capital  gains  on  investments were  derived  from  the  following
sources:

                                               Year ended December 31
                                              1996       1995       1994
Fixed maturities                           $     61   $    366   $  1,752
Equity securities                             3,812      3,441        434
Short-term investments                         --          --         (4)
Other invested assets                         2,849      1,284      1,029

Less: Discontinued operations                              --         168
Realized capital gains on investments      $  6,722   $  5,091   $  3,043

Concentration of Investments

There were no investments in a single entity's fixed maturities in excess  of
ten   percent  of  stockholders'  equity  at  December  31,  1996  and  1995,
respectively.

3.   Reinsurance

Certain  premiums and benefits are assumed from and ceded to other  insurance
companies  under various reinsurance agreements. Reinsurance assumed  is  not
significant.  The  ceded  reinsurance agreements  provide  the  Company  with
increased  capacity to write larger risks and maintain its exposure  to  loss
within capital resources.

The  Company  generally reinsures risks on life insurance policies  over  two
hundred  fifty thousand dollars as well as selected risks of lesser  amounts.
Life insurance in force and premium information is summarized as follows:

                                      Year ended December 31, 1996
                                           Assumed    Ceded to
                               Direct     From Other     Other      Net
                               Amount     Companies    Companies   Amount

Life insurance in force      $25,127,732  $64,767   $1,699,677  $23,492,822

Premiums:
 Group life and disability   $   193,209  $    55       10,070      183,194
 Individual life and annuity     103,191    2,939        5,536      100,594
 Group pension                       177      -             -           177

Total premiums               $   296,577  $ 2,994   $   15,606  $   283,965

                                       Year ended December 31, 1995
                                            Assumed   Ceded to
                               Direct     From Other    Other        Net
                               Amount     Companies   Companies     Amount

Life insurance in force     $17,374,371  $56,753    $1,110,191  $16,320,933

Premiums:
 Group life and disability  $   105,415  $    68    $   12,223  $    93,260
 Individual life and annuity    103,732      123         2,477      101,378
 Group pension                    2,379       -             -         2,379

Total premiums              $   211,526  $   191    $   14,700  $   197,017

Amounts  payable  or  recoverable  for reinsurance  on  policy  and  contract
liabilities  are not subject to periodic or maximum limits. At  December  31,
1996,  the  Company's  reinsurance  recoverables  are  not  material  and  no
individual reinsurer owed the Company an amount that was equal to or  greater
than 3% of the Company's surplus.

Amounts  recoverable  from  reinsurers are  presented  as  an  asset  in  the
accompanying financial statements and are summarized as follows:

                                                       At December 31
                                                    1996           1995

Group life and health                            $  25,952      $  19,377
Individual life and annuity                         22,848         17,542

Total amounts recoverable from reinsurers        $  48,800      $  36,919

4.   Federal Income Taxes

The  Company  is  included in a consolidated federal income tax  return  with
Liberty  Mutual  and  its other subsidiaries. Under  a  written  tax  sharing
agreement,  approved by the Board of Directors, Liberty Mutual collects  from
and refunds to the subsidiaries the amount of taxes or benefits determined as
if Liberty Mutual and the subsidiaries filed separate returns.

Federal  income tax expense (benefit) attributable to income from  operations
was composed of the following:

                                        Year ended December 31
                                        1996      1995      1994
Continuing operations:
  Current                             $ 7,011    $ 7,848   $ 9,559
  Deferred                              3,316      2,934     1,444

Federal income tax (benefit) expense  $10,327     10,782   $11,003

                                        Year ended December 31
                                         1996      1995      1994
Discontinued operations:
  Current                              $  (175)  $ (1,236)  $   (19)
  Deferred                                   0          0       119

Federal income tax (benefit) expense   $  (175)  $ (1,236)  $   100

A  reconciliation of federal income tax expense as recorded in the statements
of income with expected federal income tax expense computed at the applicable
federal tax rate of 35% is summarized as follows:

                                             Year ended December 31
                                               1996      1995     1994
Expected income tax expense                   $ 11,820  $ 10,458  $11,009
 Adjustments to income taxes resulting from:
    Reconciliation of prior year tax return     (1,226)      401        -
    Other, net                                    (267)      (77)      (6)

Federal income tax expense                    $ 10,327   $10,782  $11,003

The  tax  effects  of  temporary differences that give  rise  to  significant
portions  of  deferred tax assets and deferred liabilities are summarized  as
follows:

                                                 Year ended December 31
                                                 1996       1995       1994
Deferred tax assets:
  Dividends to policyholders                 $  3,349  $  3,230   $  3,242
  Experience rating reserves                        -        14        102
  Unearned interest on policy loans               303       283        -
  Unearned group premium adjustment               962       585        448
  Accrued surrender charges on deposit funds      401         -        -
  1987 disability reserve tax adjustment            -       215        334
  Other                                            60        29        281
Total deferred tax assets                       5,075     4,356      4,407

Deferred tax liabilities:
  Future policy benefits                      (11,760)  (11,181)   (12,002)
  Deferred acquisition costs                  (18,818)  (16,201)   (13,742)
  Bonds purchased at market discount           (2,273)   (1,769)    (1,509)
  Bonds market valuation adjustment           (41,493)  (64,788)    (5,916)
  Unrealized gain on other long-term
     investments                               (2,300)   (1,603)      (717)
  Reconciliation of taxes on other long-term
     investments                                 (951)     (829)      (134)
  Cumulative foreign currency translations       (612)     (515)      (248)
  Deferred and uncollected premium adjustment    (653)     (565)      (337)
  Experience rating reserves                     (133)        0          0
  Other                                           (55)      (63)         -
Total deferred tax liabilities               $(79,048) $(97,514)  $(34,605)

Net deferred tax liability                   $(73,973) $(93,158)  $(30,198)

The Company is required to establish a valuation allowance for any portion of
the  deferred tax asset that management believes will not be realized. In the
opinion  of  management, it is more likely than not  that  the  Company  will
realize  the  benefit  of the deferred tax assets, and,  therefore,  no  such
valuation allowance has been established.

Prior  to  1984,  a portion of the Company's income was not  taxed,  but  was
accumulated  in a "policyholders' surplus account". In the event  that  those
amounts  are  distributed to stockholders', or the  balance  of  the  account
exceeds  certain  limitations under the Internal  Revenue  Code,  the  excess
amounts  would  become  taxable at current rates. The policyholders'  surplus
account  balance  at  December 31, 1996 was approximately $4,000.  Management
does  not  intend to take actions nor does management expect  any  events  to
occur that would cause federal income taxes to become payable on that amount.
However,  if such taxes were assessed, the amount of taxes payable  would  be
approximately $1,400.

5.    Unpaid Claims Liability for Group Accident and Health Business

The  following  table provides a reconciliation of the beginning  and  ending
balances of unpaid claim liabilities, net of reinsurance recoverables:

                                                   Year ended December 31
                                                       1996         1995

Unpaid claim liabilities, at beginning of year       $ 102,089  $  76,630
  Less: reinsurance recoverables                           203        444
Net balance at beginning of year                       101,886     76,186

Claims incurred related to:
  Current year                                         104,526     52,747
  Prior years                                           18,176      6,813
Total incurred                                         122,702     59,560

Claims paid related to:
  Current year                                          34,342     15,413
  Prior years                                           27,449     18,447
Total paid                                              61,791     33,860

Net balance at end of year                             162,797    101,886

  Plus: reinsurance recoverables                           238        203

Balance, Unpaid claim liabilities,at end of year     $ 163,035  $ 102,089

During  1996,  approximately  $17,000 of long-term  disability  business  was
accepted from unaffiliated companies through buyout contracts. In return  for
future  premiums,  as underwritten by the Company, the Company  accepted  the
risk  for covered lines under those contacts, including certain claims  which
were already in payment status. These claims, which were incurred in 1995  or
earlier,  were  not  included in the December 31,  1995  claim  reserves  and
liabilities  but are included as prior years incurred claims at December  31,
1996. The claims incurred related to prior years increased by $6,813 in  1995
due to changes in estimates of prior year insured events.

6.   Risk-Based Capital and Retained Earnings

Life  insurance  companies are subject to certain Risk-Based Capital  ("RBC")
requirements as specified by the NAIC. Under those requirements,  the  amount
of  capital  and  surplus maintained by a life insurance  company  is  to  be
determined  based on the various risk factors related to it. At December  31,
1996, the Company meets the RBC requirements.

The payment of dividends by the Company to stockholders is limited and cannot
be  made except from earned profits. The maximum amount of dividends that may
be   paid  by  life  insurance  companies  without  prior  approval  of   the
Commonwealth   of  Massachusetts  Insurance  Commissioner   is   subject   to
restrictions relating to statutory surplus and net gain from operations.

According  to  a resolution voted by the Board of Directors of  Liberty  Life
Assurance,  not  more  than  the  larger  of  10%  of  statutory  profits  on
participating  business or fifty cents per thousand dollars of  participating
business  in force in a given year may accrue to the benefit of stockholders.
The amount of statutory unassigned surplus (deficit) held for the benefit  of
participating policyholders is $(1,245) and for the stockholders  is  $83,428
at  December 31, 1996. Dividends paid to policyholders were $12,008 and there
were no dividends paid to stockholders in 1996.

7.   Commitments and Contingencies

The  Company  is  named  as  a  defendant in various  legal  actions  arising
principally  from  claims made under insurance policies and contracts.  Those
actions  are considered by the Company in estimating reserves for policy  and
contract  liabilities. The Company's management believes that the  resolution
of  those  actions will not have a material effect on the Company's financial
position or results of operations.

The Company is subject to insurance guaranty fund laws in the states in which
it does business. These laws assess insurance companies amounts to be used to
pay benefits to policyholders and claimants of insolvent insurance companies.
Many  states  allow these assessments to be credited against  future  premium
taxes. At December 31, 1996 and 1995, the Company has accrued $888 and  $842,
respectively,   of  premium  tax  deductions.  The  Company  recognizes   its
obligations  for guaranty fund assessments when it receives  notice  that  an
amount  is  payable to a guaranty fund. Expenses incurred for  guaranty  fund
assessments were $150 and $472 in 1996 and 1995, respectively.

8.   Separate Accounts

Separate  Accounts held by the Company represent primarily  funds  which  are
administered for pension plans. The assets consist of common stock, long-term
bonds,  real  estate and short-term investments. Except for  long-term  bonds
which are carried at amortized cost, the assets are carried at estimated fair
value.  Investment  income  and changes in asset values  do  not  affect  the
operating  results of the Company. Separate Accounts business  is  maintained
independently  from the general account of the Company. The Company  provides
administrative  services  for these contracts. Fees  earned  by  the  Company
related  to these contracts included in other considerations were $1,503  and
$1,434 for the years ended December 31, 1996 and 1995, respectively.

9.   Employee Benefits

The Company shares personnel with Liberty Mutual which has a non-contributory
defined benefit pension plan covering employees who have attained age twenty-
one  and  have completed one year of service. Benefits are based on years  of
service  and  the  employee's  "final  average  compensation"  which  is  the
employee's  average  annual  compensation for the  highest  five  consecutive
calendar years during the ten years immediately preceding retirement. Liberty
Mutual's  funding  and  accounting policies are to  contribute  annually  the
maximum  amount that can be deducted for federal income tax purposes  and  to
charge  such contributions to expense in the year deductible for  income  tax
purposes. Liberty Mutual's pension cost charged to operations for the  entire
plan  in  1996  and 1995 was $15,541 and $26,432 respectively. The  Company's
allocated pension cost in 1996 and 1995 was $395 and $628, respectively.

As  of  January 1, 1996 and 1995, the actuarial present value of  accumulated
vested  and  nonvested  benefits for the entire plan, based  on  a  valuation
interest  rate  of 8% in 1996 and 1995, approximated $657,550  and  $607,595,
respectively,  and the net assets, at fair market value, available  for  plan
benefits  approximated $994,643 and $776,859 in 1996 and 1995,  respectively.
Assets of the plan consist primarily of investments in life insurance company
separate accounts and a collective investment trust fund. At January 1,  1996
and  1995,  separate  account investments of the Company,  included  in  plan
assets  at fair market value, amounted to approximately $696,384 and $521,220
respectively.

10.  Postretirement Benefits

Liberty  Mutual  provides  certain health care and  life  insurance  benefits
("postretirement")  for retired employees. Substantially  all  employees  may
become eligible for these benefits if they reach retirement age while working
for  the Liberty Companies. Alternatively, retirees may elect certain prepaid
health  care  benefit  plans.  Life  insurance  benefits  are  based  upon  a
participant's final compensation subject to the plan maximum.

Liberty  Mutual  records  the  costs of its postretirement  benefits  by  the
accrual  accounting  method  and  has  elected  to  amortize  its  transition
obligation for retirees and fully eligible or vested employees over 20 years.
The  unamortized transition obligation was $155,840 and $165,580 at  December
31, 1996 and 1995, respectively.

Net  postretirement  benefit  costs  for Liberty  Mutual  were  approximately
$26,239  in 1996 and $30,979 in 1995 and includes the expected cost  of  such
benefits  for  newly eligible or vested employees, interest cost,  gains  and
losses  arising  from  differences between actuarial assumptions  and  actual
experience,  and  amortization of the transition obligation.  Liberty  Mutual
made  payments  of  $13,000  in 1996 and $14,000  in  1995,  as  claims  were
incurred.

At   December   31,  1996  and  December  31,  1995,  the  accrued   unfunded
postretirement  benefit obligation for Liberty Mutual's  retirees  and  other
fully  eligible plan participants was $59,023 and $45,848, respectively.  The
accumulated  benefit  obligation for non-vested  employees  was  $96,742  and
$86,357 at December 31, 1996 and 1995, respectively. The discount rates  used
in  determining the accumulated postretirement benefit obligation were  7.25%
and  7% in 1996 and 1995, respectively, and the health care cost trend  rates
were  10.75%  and  11.25%,  graded to 5% over 10 years,  in  1996  and  1995,
respectively.

The  Company's share of postretirement benefit costs were approximately  $236
and $282 for 1996 and 1995, respectively.

The  health care cost trend rate assumption has a significant effect  on  the
amount reported. To illustrate, increasing the assumed health care cost trend
rates  by one percentage point in each year would increase the postretirement
benefit   obligation  of  the  entire  plan  as  of  December  31,  1996   by
approximately  $13,899, and the estimated eligibility cost and interest  cost
components  of  net  periodic  postretirement  benefit  cost  for   1996   by
approximately $1,699.

11.  Related Party Transactions

Under  a Service Agreement between the Company and Liberty Mutual, the latter
provides  personnel, office space, equipment, computer processing  and  other
services. The Company reimburses Liberty Mutual for these services  at  cost,
and  for  any  other  special  services supplied at  the  Company's  request.
Substantially all of the Company's insurance expenses incurred  in  1996  and
1995 related to this agreement.

The  Company  insures the group term life and disability  risks  for  Liberty
Mutual employees. Premiums associated with these policies amounted to $13,903
and $14,755 in 1996 and 1995, respectively.

The  Company  insures key officers of Liberty Mutual Group under an  Optional
Life  Insurance Plan. Premiums associated with this plan amounted  to  $4,967
and $4,278 in 1996 and 1995, respectively.

Liberty  Mutual purchased structured settlement annuity contracts,  with  and
without  life contingencies, from the Company. Premiums under these contracts
amounted  to $91,754 and $78,567 in 1996 and 1995, respectively. The  related
policy  and  contract  reserves  with respect to  all  structured  settlement
annuity  contracts  purchased  by Liberty Mutual  amounted  to  $441,220  and
$386,565 at December 31, 1996 and 1995, respectively.

Liberty  Mutual  deposited $16,107 and $2,761 with the Company  in  1996  and
1995,  respectively,  to  fund  certain Liberty  Mutual  environmental  claim
transactions.  Such amounts have been included in deposit type fund  revenues
for  the  years ended December 31, 1996 and 1995, as well as in the liability
for premium and other deposit funds.

In 1996, Keyport Life Insurance Company began ceding 100% of the premiums and
benefits of certain structured settlement annuity contracts, with and without
life  contingencies, to the Company. Premiums under these contracts  amounted
to  $3,194 in 1996. The related policy and contract reserves with respect  to
these structured settlement annuity contracts assumed by the Company amounted
to $2,601 at December 31, 1996.

12.  Fair Value of Financial Instruments

Fair  values  generally represent quoted market value prices  for  securities
traded in the public marketplace, or analytically determined values using bid
or closing prices for securities not traded in the public marketplace.

The  following methods and assumptions were used by the Company in estimating
the  "fair  value" disclosures for financial instruments in the  accompanying
financial statements and notes thereto:

Fixed Maturities

Fair  values for publicly traded fixed maturities are determined using values
reported  by an independent pricing service. Fair values of private placement
fixed  maturities are determined by obtaining market indications from various
broker-dealers.

Cash and Short-term Investments

The  carrying amounts reported in the accompanying balance sheets  for  these
financial instruments approximate their fair values.

Policy Loans

The  carrying amounts reported in the accompanying balance sheets  for  these
financial instruments approximate their fair values.

Investment Contracts

The fair values for the Company's liabilities under investment-type insurance
contracts  are  estimated using discounted cash flow calculations,  based  on
interest  rates currently being offered for similar contracts with maturities
consistent with those remaining for the contracts being valued.

Policy Account Balances

The  fair  values of the Company's liabilities for insurance contracts  other
than investment-type contracts are not required to be disclosed. However, the
fair  values  of  liabilities under all insurance contracts  are  taken  into
consideration in the Company's overall management of interest rate risk, such
that  the Company's exposure to changing interest rates is minimized  through
the  matching  of  investment  maturities with amounts  due  under  insurance
contracts.

The carrying amount and fair value of the Company's financial instruments are
summarized a follows:

                              December 31, 1996       December 31, 1995
                               Carrying    Fair      Carrying     Fair
                                Amount     Value      Amount      Value
Fixed maturities                $1,737,187 $1,737,187 $1,522,447 $1,522,447
Equity securities                  4,122      4,122      4,191      4,191
Other invested assets             38,281     38,281     32,339     32,339
Policy loans                      45,345     45,345     40,672     40,672
Short-term investments            78,715     78,715    121,471    121,471
Individual and group annuities   153,927    153,742    150,562    149,223
Other policyholder funds
  left on deposit                  8,009      8,009      7,527      7,527

13.  Deferred Policy Acquisition Costs

Details  with respect to deferred policy acquisition costs are summarized  as
follows:

                                             Year ended December 31
                                             1996           1995
Balance, beginning of year                $   62,762     $   54,283
   Additions                                  16,114         14,143
   Amortization                                 (867)        (2,830)
   Valuation adjustment for unrealized
     gain on fixed maturities                   (585)        (2,834)

Balance, end of year                      $   77,424     $   62,762

14.  Segment Information

Revenues  and  income from continuing operations before federal income  taxes
and earnings of participating policies for each of the Company's segments are
summarized as follows:

                                                 Year ended December 31
                                              1996      1995        1994
Revenues from continuing operations:
  Group life and disability                  $203,911  $108,132  $ 84,872
  Individual life and annuity                 186,696   175,960   116,966
  Group pension                                32,835    36,488    37,552

Total revenues from continuing operations     $423,442  $320,580  $239,390

Income from continuing operations before federal
  income taxes and earnings from participating
  policies:
    Group life and disability                $  8,377  $  5,723  $ 11,559
    Individual life and annuity                24,319    22,444    18,284
    Group pension                               1,075     1,715     1,610

Total income from continuing operations
  before federal income taxes and
  earnings of participating policies         $ 33,771  $ 29,882  $ 31,453

15.  Reconciliation to Statutory-Basis Accounting

The  Company  is required to file statutory financial statements  with  state
insurance  regulatory  authorities. Accounting  principles  used  to  prepare
statutory financial statements differ from the financial statements  reported
herein  which  are  prepared  on the basis of generally  accepted  accounting
principles.

Reconciliations  of  statutory  net  income  and  capital  and  surplus,   as
determined using statutory accounting principles, to the amounts included  in
the accompanying financial statements are summarized as follows:

                                               Year ended December 31
Net income:                                   1996        1995      1994

Statutory basis, net income                 $  3,554   $  6,952   $  4,289

Increases/(decreases)
  Deferred policy acquisition costs           15,247     11,101      9,921
  Policy reserves                              9,631      2,779      8,971
  Participating policies                      (3,248)    (3,397)    (1,545)
  Deferred federal income taxes               (3,316)    (2,934)    (1,563)
  Deferred premiums                           (1,859)    (1,763)    (1,644)
  Interest maintenance reserve                  (526)      (439)       687
  Other                                          389      1,137       (187)

Net income as reported herein               $ 19,872   $ 13,436   $ 18,929

                                               Year ended December 31
Stockholders' equity:                         1996       1995       1994

Statutory basis, capital and surplus        $137,933   $ 84,441   $ 76,434

Increases/(decreases)
  Deferred policy acquisition costs           77,424     65,597     54,283
  Policy reserves                            102,214     92,583     88,531
  Participating policies                     (68,504)   (65,256)   (61,859)
  Asset valuation reserve                     11,773      9,372      6,969
  Interest maintenance reserve                 4,327      4,853      5,292
  Deferred federal income taxes              (73,973)   (93,158)   (30,198)
  Deferred premiums                          (17,346)   (15,487)    (9,970)
  Net unrealized gain on fixed maturities    121,967    184,696     17,077
  Other                                        4,944      4,609      1,160

Stockholders' equity as reported herein     $300,759   $272,250   $147,719

16.  Discontinued Operations

On  December 31, 1993, the Company discontinued its Group Medical insured and
administrative  services line of business. Substantially all of  the  insured
operating assets and future policy liabilities, as of December 31, 1993, were
ceded to Liberty Mutual effective January 1, 1994, until the termination date
of  the  contracts. After termination there is no additional  insurance  risk
associated  with  this particular line of business and all insured  operating
assets and future policy liabilities will be extinguished.







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