VARIABLE ACCOUNT J OF LIBERTY LIFE ASSURANCE CO OF BOSTON
485BPOS, 1997-11-17
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 As Filed with the Securities and Exchange Commission on November 14, 1997
    
                                            Registration No. 333-29811
                                                             811-08269
===========================================================================
=
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM N-4

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                 Pre-Effective Amendment No.                 [ ]
   

                Post-Effective Amendment No.   2             [X]
    

                                 and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
   

                Amendment No.   3                           [X]
    

                              Variable Account  J
                           (Exact Name of Registrant)

                    Liberty Life Assurance Company of Boston
                              (Name of Depositor)

               175 Berkeley Street,  Boston, Massachusetts 02117
        (Address of Depositor's Principal Executive Offices)  (Zip Code)

        Depositor's Telephone Number, including Area Code:  617-357-9500

                              Lee W. Rabkin, Esq.
                    Liberty Life Assurance Company of Boston
                              175 Berkeley Street
                                Boston, MA 02117
                    (Name and Address of Agent for Service)

                                Copies to:
     James J. Klopper, Esq.               Joan E. Boros, Esq.
     Keyport Life Insurance Company  and  Katten Muchin & Zavis
      125  High  Street, 13th Floor          1025 Thomas Jefferson  Street,
N.W.
     Boston, MA 02110                     Washington, DC 20007

Approximate Date of Proposed Public Offering:  As soon as practicable after
the effective date of this Registration Statement.

It is proposed that this filing will become effective:
( ) immediately upon filing pursuant to paragraph (b) of Rule 485
   
(X) on November 15, 1997 pursuant to paragraph (b) of Rule 485
    
( ) 60 days after filing pursuant to paragraph (a)(1) of Rule 485
( ) on [date] pursuant to paragraph (a)(1) of Rule 485
   

Title  of  Securities Being Registered: Units of Interest in  the  Separate
Account under the Contracts

No  filing fee is due because an indefinite amount of securities is  deemed
to  have  been  registered in reliance on Section 24(f) of  the  Investment
Company Act of 1940.
    
===========================================================================
=

Exhibit List on Page ____

                       CONTENTS OF REGISTRATION STATEMENT




                                The Facing Sheet

                               The Contents Page

                             Cross-Reference Sheet


                                     PART A

                                   Prospectus


                                     PART B

                      Statement of Additional Information


                                     PART C

                                 Items 24 - 32

                                 The Signatures

                                    Exhibits
<PAGE>
                               VARIABLE ACCOUNT J

                    LIBERTY LIFE ASSURANCE COMPANY OF BOSTON

                       CROSS REFERENCE TO ITEMS REQUIRED
                                  BY FORM N-4

N-4 Item       Caption in Prospectus

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

                    Caption in Statement of Additional Information

15.            Cover Page
16.            Table of Contents
17.            Liberty Life Assurance Company of Boston
18.            Safekeeping of Assets, Experts
19.            Not applicable
20.            Principal Underwriter
21.            Investment Performance
22.            Variable Annuity Benefits
23.            Financial Statements
<PAGE>
   
This  Amendment  No.  2 to the Registration Statement  of  Form  N-4  which
initially  became effective on July 15, 1997 (the "Registration Statement")
is being filed pursuant to Rule 485(b) under the Securities Act of 1933, as
amended.  The  prospectus,  SAI  and  exhibits  which  are  amended  hereby
initially  became  effective on July 30, 1997, in Post-Effective  Amendment
No.  1.  This  Amendment relates only to the prospectus, SAI, and  exhibits
included  in  this  Amendment  and does not  otherwise  delete,  amend,  or
supersede any information contained in the Registration Statement.
    
<PAGE>



                                     PART A


<PAGE>
   

                     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



<PAGE>
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

<PAGE>

                            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.



<PAGE>
                      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
    


<PAGE>
                             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
    

<PAGE>
                         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.
<PAGE>
                            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-        Current income and long-term growth
Account) (formerly named Colonial-      of capital and income.
Keyport Utilities Fund)
    

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

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

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

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

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

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

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

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

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

   
All  the Eligible Funds are funding vehicles for variable annuity contracts
and  variable  life  insurance policies offered  by  separate  accounts  of
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
    
<PAGE>
                                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.
<PAGE>
                                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.




<PAGE>






                                  PART B

<PAGE>
                    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
FinancialStatements................. ......................................7
  Liberty Life Assurance Company of Boston.................................9
    



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

                 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.
<PAGE>
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  included herein have been  included  herein  in
reliance  on  the  report of KPMG Peat Marwick LLP,  independent  certified
public  accountants appearing elsewhere herein, 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.
    
<PAGE>











                    THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE>




                      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
<PAGE>




                       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



<PAGE>
                    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.
<PAGE>
                    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.

<PAGE>
                    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.
<PAGE>
                    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.





<PAGE>







                                     PART C


<PAGE>
Item 24.  Financial Statements and Exhibits

     (a)  Financial Statements:
          Included in Part B:
            Liberty Life Assurance Company of Boston:
            Balance  Sheets for the years ended  December  31,
            1996 and 1995.
            Statements of Income for the years ended  December
            31, 1996, 1995, and 1994.
            Statements of Stockholders' Equity for  the  years
            ended December 31, 1996 and 1995.
            Statements  of  Cash  Flows for  the  years  ended
            December 31, 1996 and 1995.
            Notes to Financial Statements

     (b)  Exhibits:

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

       (2)  Not applicable

  *    (3a) Principal Underwriter's Agreement

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

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

  *    (4a) Form of Group Variable Annuity Contract of Liberty
            Assurance Company of Boston

 *     (4b)  Form of Variable Annuity Certificate of  Liberty
             Life Assurance Company of Boston

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

  *    (4d) Form of Individual Retirement Annuity Endorsement

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

  *    (4f) Form of Unisex Endorsement

 **    (4g)  Specimen  Group  Variable  Annuity  Contract  of
             Liberty Life Assurance Company of Boston (M&N)

 **    (4h)  Specimen Variable Annuity Certificate of Liberty
             Life Assurance Company of Boston (M&N)

 ***   (4i)  Specimen  Group  Variable  Annuity  Contract  of
             Liberty Life Assurance Company of Boston (LA)

 ***   (4j) Specimen Variable Annuity Certificate of  Liberty
            Life Assurance Company of Boston (LA)

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

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

***    (6a)  Articles  of  Incorporation  of  Liberty   Life
             Assurance Company of Boston

  *    (6b) By-Laws of Liberty Life Assurance Company of Boston

       (7)  Not applicable

 *    (8a) Form of Participation Agreement

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

 **    (8c) Participation Agreement By and Among Liberty Life
            Assurance Company  of Boston, SteinRoe Variable  Investment
            Trust and Keyport Financial Services Corp.

  ***  (8d) Participation Agreement Among MFS Variable Insurance Trust,
            Liberty  Life Assurance Company of Boston, and Massachusetts
            Financial Services Corp.

  ***  (8e) Participation Agreement Among The Alger American Fund,
            Liberty Life Assurance Company of Boston, and Fred Alger and
            Company, Incorporated

  ***  (8f) Participation Agreement Among Alliance Variable Products
            Series   Fund,  Inc.,  Alliance  Fund  Distributors,   Inc.,
            Alliance Capital Management L.P., and Liberty Life Assurance
            Company of Boston.

***   (8g)  Amended and Restated Participation Agreement  By
            and Among Keyport   Variable  Investment  Trust,   Keyport
            Financial Services Corp., Keyport Life Insurance Company and 
            Liberty Life Assurance Company of Boston.

  ***  (9)  Opinion and Consent of Counsel

       (10) Consents of Independent Auditors

       (11) Not applicable

       (12) Not applicable

+      (13)   Schedule  for  Computations   of   Performance
               Quotations
    
   *    (15) Chart of Affiliations

   *    (16) Powers of Attorney

     *    (17) Specimen Tax-Sheltered Annuity Acknowledgement

     *    (18) Administrative Services Agreement

     **   (27) Financial Data Schedule

*   Incorporated  by  reference to Registration Statement  (File  No.  333-
     29811; 811-08269) filed on or about June 18, 1997.

**  Incorporated by reference to Pre-Effective Amendment No. 1 to
    Registration  Statement  (File No. 333-29811; 811-08269)  filed  on  or
     about June 27, 1997.

   
*** Incorporated by reference to Post-Effective Amendment No. 1 to
    Registration  Statement  (File No. 333-29811; 811-08269)  filed  on  or
    about  July 17, 1997.

+   To be Filed by Amendment.
    

Item 25.  Officers and Directors of the Depositor.

Name and
Business Address*         Position and Offices with Depositor

Gary L. Countryman        Chairman of the Board & Chief Exec. Officer

Edmund F. Kelly           President and CAO

Morton E. Spitzer         Exec. VP and COO-Individual

Jean M. Scarrow           Exec. VP and COO-Group

J. Phillip Bruen          Vice President

Edwin J. Campbell         Vice President

J. Paul Condrin, III      Vice President

A. Alexander Fontanes     Vice President

Andrew M. Girdwood, Jr.   Vice President

Richard W. Hadley         Vice President

Elizabeth P. Jefferson    Vice President

Richard B. Lassow         Vice President

Merrill J. Mack           Vice President

Douglas T. Maines         Vice President

John S. O'Donnell         Vice President

Gerard A. Paolino         Vice President

Steven M. Sentler         Vice President

John A. Tymochko          Vice President

Barry S. Gilvar           Secretary

Elliot J. Williams        Treasurer

Gerald H. Dolan           Assistant Treasurer

Bernard Gillen            Assistant Treasurer

James W. Jakobek          Assistant Treasurer

Diane S. Bainton          Assistant Secretary

Katherine Desiderio       Assistant Secretary

Christine T. Devine       Assistant Secretary

James R. Pugh             Assistant Secretary

Directors

John B. Conners          J. Paul Condrin, III      Morton E. Spitzer
Gary L. Countryman       Edmund F. Kelly           Jean M. Scarrow
A. Alexander Fontanes    Christopher C. Mansfield

*175 Berkeley Street, Boston, Massachusetts 02117, unless noted otherwise

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

          The  Depositor  controls the Registrant, and is an  affiliate  of
Keyport  Financial  Services  Corp.  (KFSC),  a  Massachusetts  corporation
functioning as a broker/dealer of securities. KFSC files separate financial
statements. Both are ultimately owned by Liberty Mutual Insurance Company.

   
          The  Depositor is an affiliate of Liberty Advisory Services Corp.
(LASC),  a Massachusetts corporation functioning as an investment  advisor.
LASC files separate financial statements and is ultimately owned by Liberty
Mutual Insurance Company.

          Chart  for  the affiliations of the Depositor is incorporated  by
reference  to  the Registration Statement (Files No. 333-29811;  811-08269)
filed on or about June 18, 1997.
    

Item 27.  Number of Contract Owners.

         None

Item 28.  Indemnification.

          Directors  and  officers  of  the  Depositor  and  the  principal
underwriter  are  covered persons under Directors and  Officers/Errors  and
Omissions  liability  insurance policies. Insofar  as  indemnification  for
liability  arising  under the Securities Act of 1933 may  be  permitted  to
directors  and  officers under such insurance policies, or  otherwise,  the
Depositor  has  been  advised that in the opinion  of  the  Securities  and
Exchange  Commission  such  indemnification is  against  public  policy  as
expressed in the Act and is, therefore, unenforceable. In the event that  a
claim  for indemnification against such liabilities (other than the payment
by  the Depositor of expenses incurred or paid by a director or officer  in
the  successful defense of any action, suit or proceeding) is  asserted  by
such director or officer in connection with the variable annuity contracts,
the  Depositor  will, unless in the opinion of its counsel the  matter  has
been  settled  by controlling precedent, submit to a court  of  appropriate
jurisdiction  the question whether such indemnification by  it  is  against
public  policy as expressed in the Act and will be governed  by  the  final
adjudication of such issue.

Item 29.  Principal Underwriters.

   
          Keyport  Financial Services Corp. (KFSC) is principal underwriter
of  the  SteinRoe  Variable  Investment  Trust  and  the  Liberty  Variable
Investment  Trust,  which  offer eligible funds for  variable  annuity  and
variable life insurance  contracts.  KFSC is also principal underwriter for
Variable Account K of Liberty Life Assurance Company of Boston and for  the
KMA Variable Account, Variable Account A and Keyport Variable Account-I  of
Keyport  Life  Insurance Company and for the Independence Variable  Annuity
Account  and  Independence Variable Life Account of Independence  Life  and
Annuity Company both are affiliated companies of Liberty Life.
    

The directors and officers are:

Name and Principal      Position and Offices
Business Address*       with Underwriter

John W. Rosensteel      Chairman of the Board and President

John E. Arant III       Director and Vice President and Sales Officer

William L. Dixon        Vice President-Compliance Officer

Francis E. Reinhart     Director and Vice President-Administration

Rogelio P. Japlit       Treasurer

James J. Klopper        Clerk

Donald A. Truman        Assistant Clerk

     *125 High Street, Boston, Massachusetts 02110.

Item 30.  Location of Accounts and Records.

     Liberty Life Assurance Company of Boston, 175 Berkeley St., Boston, MA
02117

     Keyport Life Insurance Company, 125 High St., Boston, MA 02110

Item 31.  Management Services.

     Not applicable.

Item 32.  Undertakings.

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

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

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

      Registrant represents that it is relying on the November 28, 1988 no-
action  letter  (Ref. No. IP-6-88) relating to variable  annuity  contracts
offered  as  funding vehicles for retirement plans meeting the requirements
of  Section  403(b)  of  the  Internal Revenue  Code.   Registrant  further
represents that it has complied with the provisions of paragraphs (1) - (4)
of  that  letter.   Specimen of acknowledgement form used  to  comply  with
paragraph  (4)  is incorporated by reference to the Registration  Statement
Form N-4 (Files No. 333-29811; 811-08269) filed on or about June 18, 1997.

Representation

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

<PAGE>






                                   SIGNATURES


<PAGE>



                                   SIGNATURES


   
      As  required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant certifies that it meets all of the requirements
for  effectiveness of this Registration Statement pursuant to  Rule  485(b)
under  the  Securities  Act of 1933 and has duly caused  this  Registration
Statement  to be signed on its behalf, in the City of Boston and  State  of
Massachusetts, on this 14th day of November, 1997.
    


                                              Variable Account J
                                              (Registrant)

                           BY:  Liberty  Life  Assurance  Company  of Boston
                                               (Depositor)



                                BY:  /s/Elliot J. Williams
                                    Elliot J. Williams, Treasurer






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


/s/GARY L. COUNTRYMAN*              /s/EDMUND F. KELLY*
GARY L. COUNTRYMAN                  EDMUND F. KELLY
Chairman of the Board               President

   
/s/J. PAUL CONDRIN,III*            /s/ELLIOT J. WILLIAMS    11/14/97
J. PAUL CONDRIN, III                ELLIOT J. WILLIAMS       Date
Director                            Treasurer
    

/s/JOHN B. CONNERS*
JOHN B. CONNERS
Director

/s/A. ALEXANDER FONTANES*
A. ALEXANDER FONTANES
Director

/s/EDMUND F. KELLY*
EDMUND F. KELLY
Director

/s/CHRISTOPHER C. MANSFIELD*
CHRISTOPHER C. MANSFIELD
Director
   
                                 *BY:  /s/ELLIOT J. WILLIAMS     11/14/97
/s/JEAN M. SCARROW*                    Elliot J. Williams        Date
JEAN M. SCARROW                        Attorney-in-Fact
Director
    

/s/MORTON E. SPITZER*
MORTON E. SPITZER
Director




   
*Elliot J.  Williams  has  signed this document on th indicated date on behalf
of each of the above Directors and Officers of the Depositor pursuant to
powers of attorney duly executed by such persons and included as Exhibit 16
in the Registration Statement (Files No. 333-29811; 811-08269)
filed on or about June 18, 1997.
    


<PAGE>


                                 EXHIBIT INDEX

Exhibit                                                               Page



   

(10) Consents of Independent Auditors


<PAGE>
                                                         EXHIBIT 10

<PAGE>







                        CONSENT OF INDEPENDENT AUDITORS







   We consent to the reference to our firm under the caption "Experts" in
the Statement of Additional Information and to the use of our report dated
February 28, 1997, with respect to the financial statements of Liberty Life
Assurance Company of Boston, included in this Post-Effective Amendment No.
2 to the Registration Statement (Form N-4, Nos. 333-29811; 811-08269).














Boston, Massachusetts                        /s/Ernst & Young LLP
November 14, 1997





<PAGE>






              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





The Board of Directors
Liberty Life Assurance Company:






We consent to the use of our report dated February 16, 1996 with respect to
the  financial  statements  of  Liberty Life Assurance  Company  of  Boston
included  herein  and  to  the  reference to our  firm  under  the  heading
"Experts" in the Statement of Additional Information.







/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
November 14, 1997





    




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