VARIABLE ACCOUNT J OF LIBERTY LIFE ASSURANCE CO OF BOSTON
485BPOS, 1998-04-30
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   As Filed with the Securities and Exchange Commission on April 30, 1998
    
                                            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.   6             [X]
    
                                      
                                    and/or
                                      
       REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
   
                                      
               Amendment No.   7                           [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  Jorden Burt Boros Cicchetti
     125 High Street, 13th Floor          Berenson & Johnson LLP
     Boston, MA 02110                     1025 Thomas Jefferson Street, N.W.
                                          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 May 1, 1998 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: Variable Portion  of  the  Contracts
Funded Through the Separate Account.

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

Exhibit 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
                             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.            Condensed Financial Information
    
               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

   
This Amendment No. 6 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, statement of additional information ("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 Post-
Effective Amendment No. 5 to the Registration Statement.
    




                                   PART A


                                      
                         May 1, 1998 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
                                      
                                      



   


                         Annuities are:
                          not insured by the FDIC;
                          not a deposit or other obligation of, or
                            guaranteed by, the depository institution;
                          subject to investment risks, including the
                            possible loss of principal amount invested.
    



Distributed by:

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

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

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

    

LAVAP 11/97
                                      
____Yes.I  would  like  to  receive  the Liberty  Advisor  Variable  Annuity
Statement of Additional Information.

____Yes.I would like to receive the Statement of Additional Information  for
the Eligible Funds of:

____ The Alger American Fund

____ Alliance Variable Products Series Fund, Inc.

____ Liberty Variable Investment Trust

____ MFS Variable Insurance Trust

____ SteinRoe Variable Investment Trust
                                      
Name

Address

City State Zip


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

            NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES.



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

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

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

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

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

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

A  Statement of Additional Information dated the same as this prospectus has
been  filed  with  the  Securities and Exchange  Commission  and  is  herein
incorporated  by reference.  It is available, at no charge, by  writing  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 May 1, 1998


                              TABLE OF CONTENTS

                                                                Page
Glossary of Special Terms                                       3
Summary of Expenses                                             4
Synopsis                                                        7
   
Condensed Financial Information                                 8
Performance Information                                         8
Liberty Life and the Variable Account                           9
Year 2000 Matters                                              10
Purchase Payments and Applications                             10
Investments of the Variable Account                            10
  Allocations of Purchase Payments                             10
  Eligible Funds                                               11
  Transfer of Variable Account Value                           13
  Substitution of Eligible Funds and Other Variable
    Account Changes                                            14
Deductions                                                     14
  Deductions for Certificate Maintenance Charge                14
  Deductions for Mortality and Expense Risk Charge             15
  Deductions for Daily Distribution Charge                     15
  Deductions for Contingent Deferred Sales Charge              15
  Deductions for Transfers of Variable Account Value           16
  Deductions for Premium Taxes                                 16
  Deductions for Income Taxes                                  17
  Total Variable Account Expenses                              17
Other Services                                                 17
The Certificates                                               18
  Variable Account Value                                       18
  Valuation Periods                                            18
  Net Investment Factor                                        19
  Modification of the Certificate                              19
  Right to Revoke                                              19
Death Provisions for Non-Qualified Certificates                19
Death Provisions for Qualified Certificates                    20
Certificate Ownership                                          21
Assignment                                                     21
Partial Withdrawals and Surrender                              21
Annuity Provisions                                             21
  Annuity Benefits                                             21
  Income Date and Annuity Option                               22
  Change in Income Date and Annuity Option                     22
  Annuity Options                                              22
  Variable Annuity Payment Values                              23
  Proof of Age, Sex, and Survival of Annuitant                 23
Suspension of Payments                                         23
Tax Status                                                     23
  Introduction                                                 23
  Taxation of Annuities in General                             24
  Qualified Plans                                              25
  Tax-Sheltered Annuities                                      25
  Individual Retirement Annuities                              26
  Corporate Pension and Profit-Sharing Plans                   26
  Deferred Compensation Plans with Respect to Service
    for State and Local Governments                            26
Variable Account Voting Privileges                             26
Sales of the Certificates                                      26
Legal Proceedings                                              27
Inquiries by Certificate Owners                                27
Table of Contents_Statement of Additional Information          27
Appendix A_The Fixed Account (also known as the Modified
  Guaranteed Annuity Account)                                  28
Appendix B_Telephone Instructions                              31
    

                          GLOSSARY OF SPECIAL TERMS

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

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

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

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

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

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

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

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

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

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

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

Fixed  Account:  Part of 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  executive office, which is  175  Berkeley  Street,
Boston, Massachusetts 02117.

Qualified Certificate: Certificates issued under Qualified Plans.

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

Service  Office:  Liberty Life's Service Office which is  125  High  Street,
Boston, Massachusetts 02110.

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 Service Office.
                             SUMMARY OF EXPENSES

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

Certificate Owner Transaction Expenses

Sales Load Imposed on Purchases:                       0%

Maximum Contingent Deferred Sales Charge
(as a percentage of Purchase Payments):                7%1

        Years from Date of Payment         Sales Charge

                   1                           7%
                   2                           6%
                   3                           5%
                   4                           4%
                   5                           3%
                   6                           2%
                   7                           1%
                   8 or later                  0%

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

Annual  Certificate Maintenance Charge3                $36

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

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

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

      (i)  variable annuity Option A (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 28) 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 Expenses4
                   (as a percentage of average net assets)

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

Alger Growth                    .75%          .04%           .79%
   
Alger Small Cap                 .85%          .04%           .89%
Alliance Global Bond            .56%          .38%           .94%(1.03%)5
Alliance Premier Growth        1.00%          .08%          1.08%5
Colonial Growth & Income        .65%          .14%           .79%
Colonial Int'l Fund for Growth  .90%          .44%          1.34%
Colonial Strategic Income       .65%          .15%           .80%(.82%)5
Colonial U.S. Stock             .80%          .14%           .94%
Liberty All-Star Equity         .80%          .20%          1.00%(1.45%)5
Newport Tiger                   .90%          .35%          1.25%
Stein Roe Global Utilities      .65%          .18%           .83%
MFS Emerging Growth             .75%          .25%           .87%
MFS Research                    .75%          .25%           .88%
Stein Roe Balanced              .45%          .21%           .66%
Stein Roe Growth Stock          .50%          .21%           .71%
Stein Roe Money Market          .35%          .25%           .60%
Stein Roe Mortgage Securities   .40%          .30%           .70%
Stein Roe Special Venture       .50%          .23%           .73%
    

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.6

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

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

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

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

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

2Liberty 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.

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

4All  Trust  and  Fund  expenses are for 1997, except for  Alliance  Premier
Growth  which  has  been restated to reflect current charges.  The  Alliance
Series  Fund  (Alliance  Global  Bond only)  and,  Liberty  Trust  (Colonial
Strategic  Income  and Liberty All-Star Equity only) expenses  reflect  such
Fund's  or  Trust's adviser's agreement to reimburse expenses above  certain
limits (see footnote 5).

5Expense  information shown for Alliance Global Bond is net of any voluntary
expense  reimbursements.  The Alliance Series Fund  Adviser  has  agreed  to
continue  such  reimbursements for the foreseeable  future.  The  percentage
shown  in the parentheses is what the total expenses would be in the absence
of  expense  reimbursement: for Alliance Global Bond - 1.03%.  For  Alliance
Premier  Growth,  the fees have been restated to reflect the discontinuation
of  expense  reimbursements effective 5/1/98 (see footnote 4). The  expenses
for  1997  were  .95%  and, in the absence of expense  reimbursement,  total
expenses would have been 1.10%.

Liberty  Trust's manager has agreed until 4/30/99 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. Each percentage shown in the parentheses is  what
the  total expenses would have been in the absence of expense reimbursement:
for  Colonial  Strategic Income - .82%; and for Liberty  All-Star  Equity  -
1.45%.

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.

SteinRoe  Trust's adviser has voluntarily agreed until 4/30/99 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.
    

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

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

                                  SYNOPSIS

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

The  Certificate allows Certificate Owners to allocate Purchase Payments  to
the Variable Account and also to the Fixed Account.  The Variable Account is
a separate investment account maintained by 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 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  and  $2,000  for
individual  retirement annuities.  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 and Applications" on Page
10.)
    

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 15.) 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.
    

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).
Since  Liberty Life will refund the Certificate Value, the Certificate Owner
will bear the investment risk during the revocation period.
   

                       CONDENSED FINANCIAL INFORMATION

                          Accumulation Unit Values*

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

Alger Growth               $12.580       $12.277           1,481       1997
Alger Small Cap             11.601        11.057           3,014       1997
Alliance Global Bond         9.611         9.811           4,572       1997
Alliance Premier Growth     13.555        13.463           2,627       1997
Colonial Growth & Income    18.458        19.354           4,782       1997
Colonial Int'l Fund for     11.480         9.660          10,712       1997
     Growth
Colonial Strategic Income   13.269        13.616          14,297       1997
Colonial U.S. Stock         20.288        20.781           2,949       1997
Newport Tiger               13.097         8.526           1,844       1997
Liberty All-Star Equity          Not available until February 1998
Stein Roe Global Utilities  13.064        15.358           1,708       1997
MFS Emerging Growth         11.648        11.681           4,623       1997
MFS Research                12.077        11.834           5,729       1997
Stein Roe Balanced          24.289        24.497           2,652       1997
Stein Roe Growth Stock      34.787        35.538           1,069       1997
Stein Roe Money Market      13.566        13.780           3,567       1997
Stein Roe Mortgage          17.376        17.874           3,818       1997
     Securities
Stein Roe Special Venture   32.779        31.085           1,383       1997

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

**  Each unit value is as of July 30, 1997, which is the date the Fund  Sub-
Account  first  became available, except for Liberty All-Star  Equity  which
became available in February, 1998.
    

The  full financial statements for the Variable Account and 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 Certificates 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" for Liberty Life's obligations after  certain
deaths  to  increase  the Certificate Value if it is  less  than  the  Death
Benefit Amount or otherwise enhance the death benefit with interest).

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

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.

                              YEAR 2000 MATTERS

Liberty  Life has been addressing Year 2000 matters since late 1995. Liberty
Life has allocated significant resources, both internal and external, to  an
on-going,  carefully  planned and managed effort  to  examine  all  relevant
internal  computing  systems to identify areas  that  may  require  changes.
Liberty  Life  has been and is continuing to make such changes  in  existing
systems  as Liberty Life believes necessary, targeting December 31, 1998  as
the  expected  completion  date.  Liberty Life  has  established  Year  2000
compliance  standards for all new internal systems. Liberty Life intends  to
provide  uninterrupted  service to all of its  policyholders  and  customers
through and beyond 2000.

Liberty  Life  believes  that the timetable for  implementing  any  required
changes  will be met and that the Year 2000 issue will not pose  significant
operational problems for its computer systems.

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

                     PURCHASE PAYMENTS AND APPLICATIONS

The  initial  Purchase Payment is due on the Certificate Date.  The  minimum
initial  Purchase  Payment  is $5,000 and $2,000 for  individual  retirement
annuities.  Additional  Purchase Payments can be  made  at  the  Certificate
Owner's option.  Each subsequent Purchase Payment must be at least $1,000 or
such  lesser amount as 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
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  17).
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  Liberty  Life's
Service Office at the address shown on Page 1 or by calling (800) 437-4466.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

All  the  Eligible Funds are funding vehicles for variable annuity contracts
and variable life insurance policies offered by separate accounts of 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 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 $25.

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

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

(i) variable annuity Option A is applicable; and
(ii) at the time of the first payment of the year, the present value of  all
of  the  remaining payments (see "Option A" on Page 28) 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   Benefits").  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 $25.

                        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.  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

The Variable Account's total 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  that  utilizes transfers, the related transfers  between  and
among  Sub-Accounts  and the Fixed Account are not counted  as  one  of  the
twelve  free  transfers.  Each of the Programs has its own requirements,  as
discussed below. 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 separately developed by Ibbotson Associates  and
Standard  &  Poor's (Model A - Capital Preservation, Model B  -  Income  and
Growth,  Model  C  -  Moderate Growth, Model D  -  Growth,  and  Model  E  -
Aggressive Growth). If a Certificate Owner elects one of the models, initial
and  subsequent Purchase Payments will automatically be allocated among  the
Sub-Accounts in the model. Only one model may be used in a Certificate at  a
time.  Certificate  Owners may use a questionnaire  and  scoring  system  to
determine  the  model  which corresponds to their risk  tolerance  and  time
horizons.

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

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

Rebalancing  Program.  In accordance with the  Certificate Owner's  election
of  the relative Purchase Payment percentage allocations, Liberty Life  will
automatically  rebalance  the Certificate Value of each  Sub-Account  either
monthly,  quarterly,  semi-annually, or annually. On the  last  day  of  the
period  selected, 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 Service Office ten (10) days prior to the end of the  period
selected.   Certificate Value allocated to the Fixed Account is not  subject
to  automatic  rebalancing.  After the Income  Date,  automatic  rebalancing
applies  only  to variable annuity payments and 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  under  Non-Qualified
Certificates  may  be made by monthly deductions from the  bank  account  or
payroll  of any Certificate Owner who has completed and returned to  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 a 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".)  A Certificate Owner may specify the amount of each  partial
withdrawal, subject to a minimum of $100. Systematic withdrawals may be made
from  the  Sub-Accounts  and  the One-Year 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 from the  Sub-
Accounts  and the Fixed Account in amounts proportionate to the  amounts  in
the  Sub-Accounts and the Fixed Account. All withdrawals under  the  Program
will  be  effected by canceling the number of Accumulation  Units  equal  in
value  to  the  amount to be distributed to the Certificate  Owner  and  any
applicable Contingent Deferred Sales Charge.

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

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

                              THE CERTIFICATES

                           Variable Account Value

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

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

                              Valuation Periods

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

                            Net Investment Factor

Variable  Account  Value will fluctuate in accordance  with  the  investment
results  of the underlying Eligible Funds.  In order to determine how  these
fluctuations affect value, 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", 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) the later  of  the  Annuitant's  90th
birthday  and  the  10th Certificate Anniversary and (ii) any  maximum  date
permitted under state law.

                  Change in Income Date and Annuity Option

The  Certificate Owner may choose or change an Annuity Option or the  Income
Date  by making a Written Request to 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 Certificate Value increased or decreased by
a  limited Market Value Adjustment described in Appendix A any premium taxes
not  previously  deducted and any applicable Certificate Maintenance  Charge
and  then dividing the remainder by $1,000 and multiplying the result by the
greater of: (a) the applicable factor shown in the appropriate table in  the
Certificate; or (b) the factor currently offered by 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 premium taxes  not  previously
deducted  will  be  applied to a fixed annuity option. Whether  variable  or
fixed,  the  same Certificate Value applied to each option  will  produce  a
different initial annuity payment as well as different subsequent payments.

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

If  the amount available to apply under any variable or fixed option is less
than  $5,000, 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).
Option  A  is referred to as Preferred Income Plan (PIP). At any time  while
variable annuity payments are being made, the payee may elect to receive the
following amount: (a) the present value of the remaining payments,  commuted
at the interest rate used to create the annuity factor for this option (this
interest  rate  is  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.

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

See  "Annuity Payments" on Page 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 was
      chosen by the Payee's Written Request.

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

Option  C: Joint and Last Survivor Income.  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.

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

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

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

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

With  respect to the "level monthly" payment option available under  Annuity
Option  A, pursuant to which each annual payment is placed in 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

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

                 Corporate Pension and Profit-Sharing Plans

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

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

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

                     VARIABLE  ACCOUNT VOTING PRIVILEGES

In  accordance  with its view of present applicable law, 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.

   
Certificates  may  be  sold with lower or no dealer compensation  (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.

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

                              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                            3
    
Safekeeping of Assets                                           4
Principal Underwriter                                           4
Experts                                                         4
   
Investment Performance                                          4
  Average Annual Total Return for a Certificate that is
    Surrendered                                                 5
  Change in Accumulation Unit Value                             7
  Yields for Stein Roe Money Market Sub-Account                 9
Financial Statements                                           10
  Liberty Life Assurance Company of Boston                     11
  Variable Account J                                           41
    

                                 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 10%.  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 Your
Guarantee Period;

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

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

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

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

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

                               Treasury Rates

The  Treasury  Rate  for  a Guarantee Period is the  interest  rate  in  the
Treasury  Constant  Maturity Series, as published  by  the  Federal  Reserve
Board, for a maturity equal to the number of years specified in "a" and  "b"
in  Formula (1) above. Weekly Series are published at the beginning  of  the
following week. To determine "a", 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". Transfers from the Fixed  Account  to
the  Variable Account at limited to 110% of the Fixed Account Value  at  the
beginning  of  the Certificate Year. This limitation will  be  waived  if  a
Systematic Withdrawal Program is in effect. These limitations will not apply
to  any  transfer made at the end of a Guarantee Period.  Certificate Owners
will be notified, in advance, of a change in the limitation on the number of
transfers.

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

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

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

If  100%  of  a  Guarantee  Period's value is transferred  and  the  current
allocation  for Purchase Payments includes that Guarantee Period,  then  the
allocation  formula  for future Purchase Payments will automatically  change
unless  the  Certificate Owner instructs otherwise.   For  example,  if  the
allocation formula is 50% to the one-year Guarantee Period and 50%  to  Sub-
Account A and all Fixed Account Value is transferred to Sub-Account  A,  the
allocation formula will change to 100% to Sub-Account A.
                                 APPENDIX B
                                      
                           TELEPHONE INSTRUCTIONS
                                      
                  Telephone Transfers of Certificate Values
                                      
1.   If there are Joint Certificate Owners, both must authorize Liberty Life
to  accept  telephone  instructions but either Certificate  Owner  may  give
Liberty Life telephone instructions.

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

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

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

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

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

7.    Telephone transfer instructions received by Liberty Life  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.






                                   PART B

                     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 (SAI) is not a prospectus  but  it
relates  to,  and  should be read in conjunction with, the  Liberty  Advisor
variable  annuity prospectus dated May 1, 1998. The SAI is  incorporated  by
reference into the prospectus. The prospectus is available, at no charge, by
writing  Liberty  Life 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....................................3
    
Safekeeping of Assets...................................................4
Principal Underwriter...................................................4
Experts.................................................................4
   
Investment Performance..................................................4
  Average Annual Total Return for a Certificate that is Surrendered.....5
  Change in Accumulation Unit Value.....................................7
  Yields for Stein Roe Money Market Sub-Account.........................9
Financial Statements....................................................10
  Liberty Life Assurance Company of Boston..............................11
  Variable Account J....................................................41
    


    The date of this statement of additional information is May 1, 1998.
                                      
                  LIBERTY LIFE ASSURANCE COMPANY OF BOSTON

Liberty Mutual Insurance Company ("Liberty Mutual") and Liberty Mutual  Fire
Insurance Company ("Liberty Mutual Fire") are the ultimate corporate parents
of  Liberty Life. Liberty Mutual and Liberty Mutual Fire ultimately  control
Liberty  Life through the following intervening holding company  subsidiary:
Liberty  Mutual Property-Casualty Holding Corporation. Liberty Mutual  is  a
multi-line insurance company. For additional information about Liberty Life,
see page 8 of the prospectus.

                          VARIABLE ANNUITY BENEFITS

Variable Annuity Payment Values

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

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

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

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

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

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

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

With  a  particular  AIR,  payments after the first  one  will  increase  or
decrease  from  month  to  month  based on  whether  the  actual  annualized
investment  return  of  the  selected Sub-Account(s)  (after  deducting  the
Mortality  and Expense Risk Charge) is better or worse than the assumed  AIR
percentage.   If  a  given  amount of Sub-Account  value  is  applied  to  a
particular payment option, the initial payment will be smaller if a  3%  AIR
is  selected  instead  of a 5% AIR but, all other things  being  equal,  the
subsequent 3% AIR payments have the potential for increasing in amount by  a
larger percentage and for decreasing in amount by a smaller percentage.  For
example,  consider  what  would happen if the actual  annualized  investment
return  (see  the first sentence of this paragraph) is 9%,  5%,  3%,  or  0%
between  the  time  of the first and second payments.   With  an  actual  9%
return, the 3% AIR and 5% AIR payments would both increase in amount but the
3%  AIR  payment would increase by a larger percentage.  With an  actual  5%
return, the 3% AIR payment would increase in amount while the 5% AIR payment
would  stay the same.  With an actual return of 3%, the 3% AIR payment would
stay  the  same while the 5% AIR payment would decrease in amount.  Finally,
with  an  actual  return of 0%, the 3% AIR and 5% AIR  payments  would  both
decrease  in  amount  but the 3% AIR payment would  decrease  by  a  smaller
percentage.  Note that the changes in payment amounts described above are on
a  percentage  basis and thus do not illustrate when, if ever,  the  3%  AIR
payment  amount  might become larger than the 5% AIR payment  amount.   Note
though that if Option A (Income for a Fixed Number of Years) is selected and
payments  continue  for the entire period, the 3% AIR  payment  amount  will
start out being smaller than the 5% AIR payment amount but eventually the 3%
AIR payment amount will become larger than the 5% AIR payment amount.

Re-Allocating Sub-Account Payments

The  number of Annuity Units for each Sub-Account under any variable annuity
option will remain fixed during the entire annuity payment period unless the
payee makes a written request for a change.  Currently, a payee can instruct
Liberty  Life to change the Sub-Account(s) used to determine the  amount  of
the  variable annuity payments 1 time every 12 months.  The payee's  request
must  specify the percentage of the annuity payment that is to be  based  on
the investment performance of each Sub-Account.  The percentage for each Sub-
Account,  if not zero, must be at least 5% and must be a whole  number.   At
the  end  of  the Valuation Period during which Liberty Life   receives  the
request,  Liberty  Life  will: (a) value the Annuity  Units  for  each  Sub-
Account  to create a total annuity value; (b) apply the new percentages  the
payee  has  selected to this total value; and (c) recompute  the  number  of
Annuity  Units for each Sub-Account.  This new number of units  will  remain
fixed  for  the  remainder of the payment period unless the  payee  requests
another change.

                            SAFEKEEPING OF ASSETS

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

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

                            PRINCIPAL UNDERWRITER

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

                                   EXPERTS

   
The  financial  statements of Liberty Life Assurance Company  of  Boston  at
December  31,  1997 and 1996, and for each of the two years  in  the  period
ended  December  31,  1997  and the financial  statements  of  Liberty  Life
Assurance  Company  of Boston-Variable Account J as of  December  31,  1997,
appearing  in this Statement of Additional Information have been audited  by
Ernst  &  Young  LLP, independent auditors, as set forth  in  their  reports
thereon  appearing elsewhere herein, and are included in reliance upon  such
reports  given upon the authority of such firm as experts in accounting  and
auditing.

The financial statements of Liberty Life Assurance Company of Boston for the
year  ended December 31, 1995 have been included herein in reliance  on  the
report  of  KPMG Peat Marwick LLP, independent certified public accountants,
and upon the authority of said firm as experts in accounting and auditing.
    

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

Average Annual Total Return for a Certificate that is Surrendered

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

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

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

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

                                       Length of Investment Period

                                One   Three  Five   Ten   Since Sub-Account
Sub-Account                     Year  Years  Years  Years Inception Shown**
Alger Growth                     N/A   N/A    N/A   N/A   -9.24%(7/30/97)
Alger Small Cap                  N/A   N/A    N/A   N/A   -7.04 (7/30/97)
Alliance Global Bond             N/A   N/A    N/A   N/A   -4.92 (7/30/97)
Alliance Premier Growth          N/A   N/A    N/A   N/A   -7.63 (7/30/97)
Colonial Growth and Income       N/A   N/A    N/A   N/A   -2.15 (7/30/97)
Colonial Int'l Fund for Growth   N/A   N/A    N/A   N/A  -21.75 (7/30/97)
Colonial Strategic Income        N/A   N/A    N/A   N/A   -4.38 (7/30/97)
Colonial U. S. Stock             N/A   N/A    N/A   N/A   -4.57 (7/30/97)
   
Liberty All-Star Equity          N/A   N/A    N/A   N/A     N/A (2/11/98)
    
Newport Tiger                    N/A   N/A    N/A   N/A  -39.47 (7/30/97)
Stein Roe Global Utilities       N/A   N/A    N/A   N/A   10.56 (7/30/97)
MFS Emerging Growth              N/A   N/A    N/A   N/A   -6.71 (7/30/97)
MFS Research                     N/A   N/A    N/A   N/A   -8.87 (7/30/97)
Stein Roe Balanced               N/A   N/A    N/A   N/A   -6.14 (7/30/97)
Stein Roe Growth Stock           N/A   N/A    N/A   N/A   -4.84 (7/30/97)
Stein Roe Mortgage Securities    N/A   N/A    N/A   N/A   -4.13 (7/30/97)
Stein Roe Special Venture        N/A   N/A    N/A   N/A  -11.81 (7/30/97)

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

** Non-annualized total returns are shown since these Sub-Accounts have been
in existence for less than one year.


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

                                       Length of Investment Period

                                One   Three  Five   Ten      Since Fund
Sub-Account                     Year  Years  Years  Years  Inception Shown
Alger Growth                   18.01% 22.18% 17.43% N/A   17.76%(1/9/89)
Alger Small Cap                 3.85  16.13  10.84  N/A   17.58 (9/21/88)
Alliance Global Bond           -6.68   7.41   5.25  N/A    6.32 (7/15/91)
Alliance Premier Growth        26.01  30.88  19.19  N/A   19.90 (6/26/92)
Colonial Growth and Income     21.19  22.89   N/A   N/A   15.42 (7/1/93)
Colonial Int'l Fund for Growth -9.87  -0.10   N/A   N/A   -2.04 (5/3/94)
Colonial Strategic Income       1.70   9.68   N/A   N/A    8.32 (7/13/94)
Colonial U. S. Stock           24.41  25.24   N/A   N/A   22.66 (7/5/94)
Liberty All-Star Equity          N/A   N/A    N/A   N/A   -6.37(11/15/97)**
Newport Tiger                 -36.16   N/A    N/A   N/A   -7.60 (5/1/95)
Stein Roe Global Utilities     20.98  20.23   N/A   N/A    9.53 (7/1/93)
MFS Emerging Growth            14.22   N/A    N/A   N/A   20.33 (7/24/95)
MFS Research                   12.60   N/A    N/A   N/A   18.84 (7/26/95)
Stein Roe Balanced              9.21  16.61  10.57  N/A   11.42 (1/1/89)
Stein Roe Growth Stock         24.45  27.64  14.94  N/A   16.35 (1/1/89)
Stein Roe Mortgage Securities   1.54   7.07   4.88  N/A    6.89 (1/1/89)
Stein Roe Special Venture       0.32  12.58  14.16  N/A   14.82 (1/1/89)

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

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

Change in Accumulation Unit Value

   
The following performance information illustrates the average annual change
and the actual annual change in Accumulation Unit values for each Sub-
Account and is computed differently than the standardized average annual
total return information. Performance information for periods prior to the
inception date of the Contract's Sub-Accounts (7/30/97 except for Liberty
All-Star Equity (2/11/98)) assumes the Certificates were available prior to
that date on the Funds' inception date.
    

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


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

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

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

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

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

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

Yield for Stein Roe Money Market Sub-Account

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

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

Where:

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

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

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

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

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

                            FINANCIAL STATEMENTS

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


   



                       Report of Independent Auditors



The Board of Directors
Liberty Life Assurance Company of Boston


We have audited the accompanying balance sheets of Liberty Life Assurance
Company of Boston (the Company) as of December 31, 1997 and 1996, and the
related statements of income, stockholders' equity, and cash flows for the
years 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 at December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.



                                                /s/ERNST & YOUNG LLP

Boston, Massachusetts
February 27, 1998




                        Independent Auditors' Report




The Board of Directors
Liberty Life Assurance Company of Boston:

We have audited the financial statements of Liberty Life Assurance Company
of Boston for the year ended December 31, 1995. 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 results of operations and cash flows for
Liberty Life Assurance Company of Boston for the year ended December 31,
1995 in conformity with generally accepted accounting principles.



/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
February 16, 1996




                  Liberty Life Assurance Company of Boston
                               Balance Sheets
                                      
                                                  Year ended December 31
                                                   1997             1996
                                                       (In Thousands)
Assets:
Investments:
 Fixed maturities, available for sale            $2,143,658      $1,737,187
 Equity securities, available for sale                3,187           4,122
 Policy loans                                        49,331          45,345
 Short-term investments                              57,956          78,715
 Other invested assets                               43,747          38,281
Total investments                                 2,297,879       1,903,650

Cash and cash equivalents                            37,211          34,372
Amounts recoverable from reinsurers                  55,313          48,800
Premiums receivable                                  13,606           8,421
Federal income taxes recoverable                        718
Investment income due and accrued                    23,764          20,820
Deferred policy acquisition costs                    89,154          77,424
Other assets                                          7,977           7,050
Assets held in separate accounts                  1,487,078       1,097,040

Total assets                                     $4,012,700      $3,197,577

Liabilities and Stockholders' Equity:
Liabilities:
 Future policy benefits                          $1,128,468      $  936,842
 Policyholders' and beneficiaries' funds            687,458         548,153
 Policy and contract claims                          42,222          30,394
 Dividends to policyholders                          11,246          12,919
 Experience rating refund reserves                    1,760           2,400
 Liability for participating policies                72,811          68,504
 Federal income taxes payable                                           542
 Deferred federal income taxes                      102,767          73,973
 Due to Parent                                        8,262           8,907
 Accrued expenses and other liabilities             112,724         117,144
 Liabilities related to separate accounts         1,487,078       1,097,040
Total liabilities                                 3,654,796       2,896,818

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          52,500
 Net unrealized gains on investments, net of
  federal income taxes of $70,189 and $43,793       130,326          81,330
 Cumulative foreign currency translations,
  net of federal income taxes of $852 and $612        1,583           1,139
 Retained earnings                                  170,995         163,290
Total stockholders' equity                          357,904         300,759

Total liabilities and stockholders' equity       $4,012,700      $3,197,577

               See accompanying notes to financial statements.
                                      

                  Liberty Life Assurance Company of Boston
                                      
                            Statements of Income

                                                  Year ended December 31
                                              1997       1996       1995
                                                      (In Thousands)

Revenues:
 Premiums, net                              $415,636   $283,965   $197,017
 Net investment income                       144,989    122,527    108,721
 Realized capital gains on investments         8,074      6,722      5,091
 Contractholder charges and assessments        7,335      5,759      5,428
 Other revenues                                9,010      4,469      4,323
Total revenues                               585,044    423,442    320,580

Benefits and expenses:
 Death and other policy benefits             249,449    173,281    126,029
 Recoveries from reinsurers on ceded claims  (11,382)   (11,454)   (10,489)
 Provision for future policy benefits and
  other policy liabilities                   186,883    121,347     88,903
 Interest credited to policyholders           38,128     32,252     27,527
 Change in deferred policy acquisition
  costs                                      (16,709)   (15,247)   (11,101)
 General expenses                            100,535     69,926     52,555
 Insurance taxes and licenses                 10,069      6,956      4,997
 Dividends to policyholders                    9,279     12,610     12,277
Total benefits and expenses                  566,252    389,671    290,698

Income from continuing operations before
 federal income taxes and earnings of
 participating policies                       18,792     33,771     29,882

Federal income taxes                           6,726     10,327     10,782

Income from continuing operations before
 earnings of participating policies           12,066     23,444     19,100

 Earnings of participating policies net
  of federal income tax benefit of $3,719
  in 1997, $2,514 in 1996 and $2,581
  in 1995                                      4,307      3,247      3,397

 Income from continuing operations             7,759     20,197     15,703

 Discontinued operations:
  Loss from operations on discontinued
   group health, net of federal income
   tax benefits of $29 in 1997, $175
   in 1996 and $1,236 in 1995                    (54)      (325)    (2,267)

Net income                                  $  7,705   $ 19,872    $13,436

               See accompanying notes to financial statements.

                  Liberty Life Assurance Company of Boston
                                      
                     Statements of Stockholders' Equity
                 Years ended December 31, 1997, 1996 and 1995
                               (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, 1995  $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
losses on
investments, net
of deferred
federal income
tax benefit 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

Net income                                                7,705      7,705

Net unrealized
gains on
investments, net
of deferred federal
income taxes
of ($26,396)                       48,996                           48,996

Cumulative foreign
currency translations,
net of deferred
federal income
taxes of ($240)                                  444                   444

Balance at
December 31, 1997 $2,500 $52,500 $130,326     $1,583   $170,995   $357,904

               See accompanying notes to financial statements.





                  Liberty Life Assurance Company of Boston
                                      
                          Statements of Cash Flows

                                                     Year ended December 31
                                                1997      1996      1995
                                                         (In Thousands)
Cash flows from operating activities:
 Premiums collected                          $413,539  $280,613  $197,607
 Investment income received                   117,860    98,899    89,412
 Other considerations received                 10,300    10,331     9,421
 Policyholder claims paid                    (188,976) (124,297)  (96,494)
 Surrender benefits paid                      (44,534)  (33,748)   (5,927)
 General expenses paid                        (89,327)  (67,834)  (56,736)
 Insurance taxes and licenses paid             (9,955)   (3,959)   (6,000)
 Policyholder dividends paid                  (10,962)  (12,008)  (11,685)
 Federal income taxes paid, including
  capital gains taxes                          (5,829)   (5,858)  (12,878)
 Intercompany net receipts                       (645)     (426)    9,201
 Other receipts                                11,157    12,218    (2,782)
 Net cash flows provided by operating
  activities                                  202,628   153,931   113,139

Cash flows from investing activities:
 Proceeds from fixed maturities sold          159,987   128,493    41,763
 Proceeds from fixed maturities matured        89,033    91,292    75,084
 Cost of fixed maturities acquired           (550,588) (480,206) (224,725)
 Proceeds from equity securities sold           5,039   125,997    87,449
 Cost of equity securities acquired              (369) (122,197)  (86,390)
 Change in policy loans                        (3,986)   (4,673)   (4,087)
 Investment cash in transit                        59       126      (182)
 Proceeds from short-term investments sold
  or matured                                  802,596   833,144   485,257
  Cost of short-term investments acquired    (780,872) (790,040) (566,870)
  Proceeds from other long-term investments
   sold                                         7,962     5,997     4,320
  Cost of other long-term investments
  acquired                                    (10,972)   (6,904)  (13,427)
Net cash used in investing activities        (282,111) (218,971) (201,808)

Cash flows from financing activities:
 Additional paid-in capital                     -        50,000      -
 Policyholders' deposits on investment
  contracts                                   185,488   139,579    62,019
 Policyholders' withdrawals from
  investment contracts                        (82,425)  (65,343)  (62,314)
 Change in securities loaned                  (20,741)  (89,625)  148,710

Net cash provided by financing activities      82,322    34,611   148,415

Change in cash and cash equivalents             2,839   (30,429)   59,746
Cash and cash equivalents, beginning of year   34,372    64,801     5,055

Cash and cash equivalents, end of year       $ 37,211 $  34,372  $ 64,801

               See accompanying notes to financial statements.
                                      
                  Liberty Life Assurance Company of Boston
                                      
                    Statements of Cash Flows (continued)

                                                   Year ended December 31
                                                1997      1996      1995
                                                         (In Thousands)
Reconciliation of net income to
 net cash flows from operating activities:
  Net income                                  $   7,705  $ 19,872 $ 13,436

Adjustments to reconcile net income to
 net cash flows from operating activities:
  Realized capital gains on investments          (8,074)   (6,722)  (5,091)
  Accretion of bond discount                    (23,586)  (20,271) (17,822)
  Interest credited to policyholders             38,128    32,252   27,543
  Changes in assets and liabilities:
   Proceeds from securities loaned               20,741    89,625 (148,710)
   Amounts recoverable from reinsures            (6,513)  (11,881)   4,897
   Premiums receivable                           (5,185)   (3,447)     413
   Investment income due and accrued             (2,944)   (3,545)  (1,409)
   Deferred policy acquisition costs            (16,708)  (15,247) (10,888)
   Other assets                                  (1,514)      495    1,354
   Future policy benefits                       191,626   127,800   88,924
   Policy and contract claims                    11,828    11,050   (1,523)
   Dividends to policyholders                    (1,673)      610      567
   Experience rating refund liabilities            (640)    1,210     (510)
   Liability for participating policies            4,307    3,248    3,397
   Change in federal income tax balances          (1,260)     542   (5,830)
   Deferred federal income taxes                   2,128    3,805    3,235
   Due to Parent                                    (645)    (427)   9,201
   Accrued expenses and other liabilities         (5,093) (75,038) 151,955

Net cash flows from operating activities      $  202,628 $153,931  113,139


               See accompanying notes to financial statements.



                  Liberty Life Assurance Company Of Boston
                                      
                        Notes to Financial Statements
                                      
                              December 31, 1997
                               (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.

Pending Accounting Standards

In June 197, the Financial Accounting Standards Board (FASB) issued SFAS No.
130,  "Reporting Comprehensive Income." SFAS No. 130 establishes  new  rules
for  the  reporting and display of comprehensive income and its  components;
however, adoption in 1998 will have no impact on the Company's net income or
capital.  SFAS No. 130 requires unrealized gains or losses on the  Company's
available-for-sale securities and foreign currency translation  adjustments,
which   currently  are  reported  in  capital,  to  be  included  in   other
comprehensive  income and the disclosure of total comprehensive  income.  If
the  Company had adopted SFAS No. 130 for the year ended December 31,  1997,
the  total  of  other  comprehensive income items and  comprehensive  income
(which   includes  net  income)  would  be  $49,440  and  $57,145   million,
respectively, and would have been displayed separately.


                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)

1.  Nature of Operations and Significant Accounting Policies (continued)

Pending Accounting Standards (continued)

In  June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments  of
an  Enterprise and Related Information," effective for years beginning after
December  31,  1997.  SFAS  No. 131 requires that certain  companies  report
financial  and  descriptive  information about  their  reportable  operating
segments  pursuant to criteria that differ from current accounting practice.
Operating segments, as defined, are components of an enterprise about  which
separate  financial information is available that is evaluated regularly  by
the chief operating decision maker in deciding how to allocate resources and
in  assessing performance. The financial information to be reported includes
segment profit or loss, certain revenue and expense items and segment assets
and  reconcilliations to corresponding amounts in the financial  statements.
SFAS  No.  131  also requires information about revenues  from  products  or
services,  countries where the company has operations or  assets  and  major
customers. The adoption of SFAS No. 131 will not affect
results  of operations or financial position, but will affect the disclosure
of segment information.

In  December  1997,  the American Institute of Certified Public  Accountants
issued SOP 97-3 "Accounting by Insurance and Other Enterprises for Insurance-
Related Assessments." SOP 97-3 established accounting standards for when  an
entity should recognize a liability for guaranty fund and other assessments,
how  to measure the liability, and when as asset may be recognized for  paid
assessments that can be recovered through premium tax offsets. SOP  97-3  is
not   expected  to  have  a  material  impact  on  the  Company's  financial
statements.

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.





                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)


1.  Nature of Operations and Significant Accounting Policies (continued)

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

Other invested assets, principally 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 and group 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. Costs  relating  to
disability  insurance policies are amortized straight line over a  five-year
period. 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 been decreased for this adjustment by
$4,979 and $585 at December 31, 1997 and 1996, respectively.

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.



                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)
                                      
1.  Nature of Operations and Significant Accounting Policies (continued)

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 5.5%  and
6.3% in 1997 and 1996 and between 6.3% and 6.5% in 1995.

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 5.30% and 7.25%  in  1997
and  between  5.35%   and  7.05%  in 1996 for annuity  contracts.   Credited
interest rates were between 6.2% and 11.4% in both 1997, 1996, and 1995  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
issues  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  Companys'
experience.

                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)

1.  Nature of Operations and Significant Accounting Policies (continued)

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

Income  taxes  have been provided using the liability method  in  accordance
with  Statement  of Financial Accounting Standards No. 109, "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.  The measurement of deferred tax assets is
reduced  by a valuation allowance if, based upon the available evidence,  it
is more likely than not that some or all of the deferred tax assets will not
be realized.



                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)


1.  Nature of Operations and Significant Accounting Policies (continued)

Participating Policies

Participating policies approximate 29% and 33% of life insurance in force at
DecemberE31,  1997  and  1996, respectively, and 12%  and  18%  of  ordinary
insurance  premium  revenue  in 1997 and 1996, 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 income.

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  the
Company,  bears the investment risk.  Separate account contractholders  have
no claim against the assets of the general account of the Company.  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.



                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)

2.  Investments

Fixed Maturities

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

                                            At December 31, 1997

                                              Gross        Gross
                             Amortized     Unrealized   Unrealized    Fair
                               Cost           Gains        Losses     Value
U.S. Treasury securities
 and obligations of U.S.
 government corporations
 and agencies             $  403,296     $  99,877   $    (80)   $  503,093
Debt securities issued
 by states and
 municipalities               50,794         2,848                   53,642
Corporate securities         773,208        68,035       (601)      840,642
U.S. government guaranteed
 mortgage-backed
 securities                  712,132        34,543       (394)      746,281

Total fixed maturities
 available for sale       $1,939,430      $205,303    $(1,075)   $2,143,658


                                            At 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 states and
 municipalities                 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
 available for sale         $1,615,220    $132,236   $(10,269)  $1,737,187



                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)

2.  Investments (continued)

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

                                               At December 31, 1997
                                             Amortized           Fair
                                               Cost              Value

Maturity in one year or less                 $   54,408        $   56,774
Maturity after one year through five years      179,077           186,866
Maturity after five years through ten years     383,954           411,567
Maturity after ten years                        609,859           742,170
U.S. government guaranteed mortgage-backed
 securities                                     712,132           746,281

Total fixed maturities available for sale    $1,939,430        $2,143,658

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

Gross  gains  of $1,145 and $1,472, and gross losses of $1,019  and  $1,411,
were  realized  on the sales of fixed maturities available for  sale  during
1997 and 1996, respectively.

At December 31, 1997, bonds with a cost of $7,166 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, 1997
                                            Gross        Gross
                                          Unrealized   Unrealized     Fair
                                  Cost      Gaines       Losses       Value
Equity securities               $  3,003    $   401    $   (217)   $  3,187
Other invested assets             39,217      6,304      (1,774)     43,747

Total                            $42,220     $6,705     $(1,991)    $46,934




                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)


2.  Investments (continued)

                                            At December 31, 1996
                                            Gross        Gross
                                          Unrealized   Unrealized     Fair
                                  Cost      Gaines       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

Net Investment Income

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

                                             Year ended December 31
                                             1997        1996        1995
Investment income:
  Fixed maturities                        $139,894    $118,365    $104,779
  Equity securities                                         83         214
  Policy loans                               3,020       2,672       2,397
  Short-term investments and cash
   equivalents                               2,376       1,633       2,034
  Other invested assets                      1,623       1,476         878
Gross investment income                    146,913     124,229     110,302

Less investment expenses                    (1,924)     (1,702)     (1,581)

Net investment income                     $144,989    $122,527    $108,721

Realized Capital Gains on Investments

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

                                            Year ended December 31
                                             1997        1996        1995

Fixed maturities                          $   126     $    61      $  366
Equity securities                           4,575       3,812       3,441
Other invested assets                       3,373       2,849       1,284

Realized capital gains on investments     $ 8,074     $ 6,722       5,091




                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)

2.  Investments (continued)

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,  1997  and  1996,
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 $250,
as  well  as selected risks of lesser amounts.  Life insurance in force  and
premium information is summarized as follows:

                                      Year ended December 31, 1997
                                          Assumed    Ceded to
                              Direct     From Other   Other         Net
                              Amount     Companies   Companies     Amount

Life insurance in force      $30,426,406  $64,767   $2,500,680  $27,990,493

Premiums:
 Group life and disability   $   280,789  $ 2,698  $   14,868  $   268,619
 Individual life and annuity     142,357    6,022       1,456      146,923
 Group pension                        94                                94

Total premiums               $   423,240  $ 8,720  $   16,324  $   415,636




                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)


3.  Reinsurance (continued)

                                       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

Amounts  payable  or  recoverable for reinsurance  on  policy  and  contract
liabilities are not subject to periodic or maximum limits.  At December  31,
1997,  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
                                                 1997          1996

Group life and health                           $32,901      $25,952
Individual life and annuity                      22,412       22,848

Total amounts recoverable from reinsurers       $55,313      $48,800

The  Company  remains  obligated for amounts ceded in  the  event  that  the
reinsurers do not meet their obligations.

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.




                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)

4.  Federal Income Taxes (continued)

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

                                                  Year ended December 31
                                            1997          1996        1995
Continuing operations:
 Current                                   $4,598     $ 7,011       $7,848
 Deferred                                   2,128       3,316        2,934

Federal income tax expense                 $6,726     $10,327      $10,782

                                            Year ended December 31
                                             1997         1996        1995
 Discontinued operations:
 Current                                   $  (29)    $  (175)     $(1,236)
 Deferred                                       0           0            0

Federal income tax benefit                 $  (29)    $   (175)    $(1,236)

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 income tax rate of 35% is summarized as follows:

                                                Year ended December 31
                                           1997          1996       1995

Expected income tax expense               $6,577        $11,820    $10,458
 Adjustments to income taxes resulting
 from:
  Reconciliation of prior year tax return     68         (1,226)       401
   Other, net                                 81           (267)       (77)

Federal income tax expense                $6,726        $10,327    $10,782




                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)

4.  Federal Income Taxes (continued)

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

                                                        At December 31
                                                1997       1996       1995
Deferred tax assets:
 Dividends to policyholders                 $   2,816  $   3,349  $  3,230
 Experience rating reserves                      --        --           14
 Unearned interest on policy loans                323        303       283
 Unearned group premium adjustment              1,021        962       585
 Accrued surrender charges on deposit funds       426        401       --
 1987 disability reserve tax adjustment          --        --          215
 Other                                             93         60        29

Total deferred tax assets                       4,679      5,075     4,356

Deferred tax liabilities:
 Future policy benefits                       (11,483)   (11,760)  (11,181)
 Deferred acquisition costs                   (20,772)   (18,818)  (16,201)
 Bonds purchased at market discount            (2,115)    (2,273)   (1,769)
 Bonds market valuation adjustment            (68,540)   (41,493)  (64,788)
 Unrealized gain on other long-term
  investments                                  (1,649)    (2,300)   (1,603)
 Reconciliation of taxes on other long-term
  investments                                    (951)      (951)     (829)
 Cumulative foreign currency translations        (852)      (612)     (515)
 Deferred and uncollected premium adjustment     (646)      (653)     (565)
 Experience rating reserves                      (277)      (133)
 Other                                           (161)       (55)      (63)

Total deferred tax liabilities               (107,446)   (79,048)  (97,514)

Net deferred tax liability                  $(102,767)  $(73,973) $(93,158)

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
valuation allowance has been established.



                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)


4.  Federal Income Taxes (continued)

Prior  to  1984,  a portion of the Company's income was not taxed,  but  was
accumulated in a "policyholder' 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, 1997 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, principally included in  policy  and
contract reserves, net of reinsurance recoverables:

                                                Year ended December 31
                                                1997            1996

Unpaid claim liabilities, at beginning
 of year                                      $163,035        $102,089
  Less reinsurance recoverables                   (238)           (203)

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

Claims incurred related to:
  Current year                                 196,941         104,526
  Prior years - incurred                         6,432          12,432
  Prior years - interest                         9,132           5,744

Total incurred                                 212,505         122,702

Claims paid related to:
  Current year                                  76,710          34,342
  Prior years                                   45,080          27,449

Total paid                                     121,790          61,791

Net balance at end of year                     253,512         162,797

Plus: reinsurance recoverables                     490             238

Balance of unpaid claim liabilities,
 at end of year                               $254,002        $163,035


                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)

5.    Unpaid  Claims  Liability  for  Group  Accident  and  Health  Business
(continued)

During  1997  and  1996,  approximately  $2,000  and  $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 covering lines under  those  contracts,
including certain claims which are already in payment status.  These claims,
which  were  incurred in 1996 or earlier, were not included in the  December
31,  1996  claim  reserves and liabilities but are included as  prior  years
incurred  claims  at  December  31, 1997 and 1996.   The  remaining  adverse
development  during 1997 resulted from a higher incidence of new  claims  on
certain policies.

Interest  accrued on prior year reserves has been calculated on the  opening
reserve  balance less one half year's cash payments at the average  rate  at
which the Company's reserves were discounted during 1997 and 1996.

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,
1997, 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 the  Company,
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 held for  the  benefit  of  participating
policyholders   is  $(1,072)  and  for  the  stockholders  is   $71,991   at
DecemberE31, 1997.  Dividends paid to policyholders were $10,962, and  there
were no dividends paid to stockholders in 1997.
                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)

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, 1997 and  1996,  the  Company  has
accrued $576 and $888, 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 $443 and $150 in 1997 and 1996, 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 which  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  $1,700  and  $1,503 for the years ended December 31,  1997  and  1996,
respectively.


                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)

9.  Benefit Plans

Significant benefit plans are sponsored by Liberty Mutual and the associated
costs are shared by members of the Liberty Companies.  Liberty Mutual's
sponsored plans are summarized as follows:

    (a) Pension Plan

        Liberty Mutual sponsors noncontributory defined benefit pension
        plans (the Plans) covering U.S. employees who have attained age 21
        and have completed one year of service and Canadian employees who
        have completed one year of service.  The 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.

        In 1997, Liberty Mutual adopted Statement of Financial Accounting
        Standards No. 87, "Employers' Accounting For Pensions," for vested
        employees.  In 1996, the accounting policy was primarily to
        recognize expense equal to the amount funded.  Assets of the Plans
        consist primarily of investments in life insurance company separate
        accounts and a collective investment trust fund, which invests
        primarily in fixed income and Standard and Poor's Index of 500
        equity securities.  At December 31, 1997 and 1996, assets of the
        Plans totaling $1,197,094 and $844,930, respectively, were held in
        separate accounts managed by the Company.

        Under the intercompany pooling agreement, $0 and $395 of the
        pension expense was charged to the Company in 1997 and 1996,
        respectively.

    (b) 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 and have ten years of service 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.

        Under the intercompany pooling arrangement $166 and $236 of the
        postretirement expense was charged to operations in 1997 and 1996,
        respectively.






                 Liberty Life Assurance Company of Boston
                                     
                 Notes to Financial Statements (continued)
                              (In Thousands)

9.  Benefit Plans (continued)

   (c) Thrift-Incentive Plan

       Liberty Mutual sponsors a defined contribution savings plan for all
       employees of the Liberty Companies who meet certain eligibility
       requirements.  During 1997 and 1996, employees were permitted to
       contribute up to 16% of their annual compensation on a combined
       before-tax and after-tax basis, subject to certain limitations
       imposed by the Tax Reform Act of 1986.  In 1997 and 1996, Liberty
       Mutual made matching contributions of $1.00 and $0.87, respectively,
       for each dollar contributed by employees, up to 6% of their annual
       compensation.  Liberty Mutual's expense was $36,850 and $30,075 in
       1997 and 1996, respectively.  Under the intercompany pooling
       arrangement, the Company's expense related to the thrift incentive
       plan is borne by Liberty Mutual.

10.  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
1997 and 1996 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
$15,768 and $13,903 in 1997 and 1996, respectively.

The  Company insures key officers of Liberty Mutual Group under an Optional
Life Insurance Plan.  Premiums associated with this plan amounted to $8,252
and $4,967 in 1997 and 1996, respectively.

Liberty Mutual purchases structured settlement annuity contracts, with  and
without  life  contingencies,  from  the  Company.   Premiums  under  these
contracts  amounted to $136,161 and $91,754 in 1997 and 1996, respectively.
The  related  policy and contract reserves with respect to  all  structured
settlement  annuity  contracts  purchased by  Liberty  Mutual  amounted  to
$595,146 and $441,220 at December 31, 1997 and 1996, respectively.

Liberty  Mutual  deposited $774 and $16,107 with the Company  in  1997  and
1996,  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, 1997 and 1996, 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 $6,002 and $3,194 in 1997 and 1996, respectively.  The related
policy and contract reserves with respect to these structured settlement
annuity contracts assumed by the Company amounted to $8,501 and $2,601 at
December 31, 1997 and 1996, respectively.


                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)

11.  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.

    Equity securities

    The fair values for equity securities are based upon quoted market
    prices, where available; for equity securities that are not actively
    traded, estimated fair values are based on values of issues of
    comparable yield and quality.

    Policy loans

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



                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)

11.  Fair Value of Financial Instruments (continued)

     Short-term investments

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

     Other invested assets

     The fair values of other invested assets are based on the financial
     statements of the underlying funds.

     Investment contracts

     The fair values for the Company's liabilities under investment-type
     insurance contracts, including individual and group annuities, 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.

     Additional data with respect to fair values of the Company's
     investments is disclosed is Note 2.

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

                               At December 31, 1997   At December 31, 1996

                              Carrying      Fair       Carrying      Fair
                               Amount       Value       Amount       Value

Fixed maturities             $2,143,658  $2,143,658  $1,737,187  $1,737,187
Equity securities                 3,187       3,187       4,122       4,122
Policy loans                     49,331      49,331      45,345      45,345
Short-term investments           57,956      57,956      78,715      78,715
Other invested assets            43,747      43,747      38,281      38,281
Individual and group annuities  131,549     131,297     153,927     153,742
Other policyholder funds
 left on deposit                  8,411       8,411       8,009       8,009



                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)

12.  Deferred Policy Acquisition Costs

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

                                            Year ended December 31
                                             1997            1996

Balance, beginning of year                 $77,424        $62,762
  Additions                                 28,736         16,114
  Amortization                             (12,027)          (867)
  Valuation adjustment for unrealized
   gain on fixed maturities                 (4,979)          (585)

Balance, end of year                       $89,154        $77,424

13.  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
                                             1997         1996       1995
Revenues from continuing operations:
 Group life and disability                 $301,684     $203,911   $108,132
 Individual life and annuity                250,751      186,696    175,960
 Group pension                               32,609       32,835     36,488

Total revenues from continuing operations  $585,044     $423,442   $320,580

Income (loss) from continuing operations
 before federal income taxes and earnings
 of participating policies:
  Group life and disability                $(11,588)    $  8,377   $  5,723
  Individual life and annuity                28,874       24,319     22,444
  Group pension                               1,506        1,075      1,715

Total income from continuing operations
 before federal income taxes and earnings
 of participating policies                  $18,792     $ 33,771   $ 29,882

                                                   At December 31
                                         1997         1996      1995
Assets:
  Group life and disability         $   522,569  $   414,085 $   414
  Individual life and annuity         1,640,099    1,319,402   1,318
  Group pension                       1,850,033    1,464,090   1,266

Total Assets                        $ 4,012,700  $ 3,197,577 $ 3,198




                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)

14.  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:                                  1997          1996      1995

Statutory basis, net (loss) income         $ (8,549)   $   3,554  $  6,952

Increase/(decreases)
  Deferred policy acquisition costs          16,709       15,247    11,101
  Policy reserves                             8,235        9,631     2,779
  Participating policies                     (4,307)      (3,248)   (3,397)
  Deferred federal income taxes              (2,128)      (3,316)   (2,934)
  Deferred premiums                          (1,781)      (1,859)   (1,763)
  Interest maintenance reserve                 (414)        (526)     (439)
  Other                                         (60)         389     1,137

Net income as reported herein              $  7,705    $  19,872  $ 13,436

                                            Year ended December 31
Stockholders' equity:                        1997          1996      1995

Statutory basis, capital and surplus       $126,669    $137,933    $84,441

Increase/(decreases)
  Deferred policy acquisition costs          89,154      77,424     65,597
  Policy reserves                           109,310     102,214     92,583
  Participating policies                    (72,811)    (68,504)   (65,256)
  Asset valuation reserve                    13,266      11,773      9,372
  Interest maintenance reserve                3,913       4,327      4,853
  Deferred federal income taxes            (102,767)    (73,973)   (93,158)
  Deferred premiums                         (14,336)    (17,346)   (15,487)
  Net unrealized gain on fixed maturities   204,228     121,967    184,696
  Other                                       1,278       4,944      4,609

Stockholders' equity as reported herein    $357,904    $300,759   $272,250




                  Liberty Life Assurance Company of Boston
                                      
                  Notes to Financial Statements (continued)
                               (In Thousands)

15.  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.

16.  Impact of Year 2000 (Unaudited)

The  year 2000 issue is the result of computer programs being written  using
two  digits  rather than four to define the applicable year.  As  a  result,
those  computer programs have time-sensitive software that recognize a  date
using  "00" as the year 1900 rather than the year 2000.  This could cause  a
system   failure  or  miscalculations  causing  disruptions  of  operations,
including,   among   other  things,  a  temporary   inability   to   process
transactions, send invoices or engage in similar normal business activities.

Liberty  Mutual  has  allocated  significant resources,  both  internal  and
external,  to an on-going, carefully planned and managed effort  to  examine
all  relevant internal computing systems to identify areas that may  require
changes  within  Liberty  Mutual  and the  Company.   Efforts  include  both
applications  which  Liberty Mutual has developed  internally  and  software
which has been acquired from external sources.  Liberty Mutual has been  and
is  continuing  to  make  changes in existing  systems  as  believed  to  be
necessary,  targeting  December 31, 1998 as the  expected  completion  date,
excluding  newly  acquired entities.  In addition to the  effort  to  modify
existing  systems,  Liberty  Mutual  has established  year  2000  compliance
standards  for  all  new internal systems.  As Liberty  Mutual  acquires  or
affiliates with new entities, year 2000 efforts are expended to ensure  that
the  new entities address the necessary changes to operating systems to meet
year 2000 compliance.









                       Report of Independent Auditors


To the Board of Directors of Liberty Life Assurance Company
  of Boston and Contract Owners of Variable Account J


We  have  audited  the accompanying statement of assets and  liabilities  of
Liberty Life Assurance Company of Boston - Variable Account J as of December
31,  1997 and the related statement of operations and changes in net  assets
for  the  period  from  November 15, 1997 (commencement  of  operations)  to
December  31,  1997.  These financial statements are the  responsibility  of
Liberty Life Assurance Company of Boston'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 - Variable Account J at December 31, 1997 and the results
of its operations and changes in net assets for the period from November 15,
1997  (commencement of operations) to December 31, 1997, in conformity  with
generally accepted accounting principles.




Boston, Massachusetts                               /s/Ernst & Young LLP
March 13, 1998

                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -
                             VARIABLE ACCOUNT J
                     Statement of Assets and Liabilities
                              December 31, 1997

Assets
 Investments at market value:
  Alger American Fund
    Alger American Growth Portfolio -
    136 shares (cost $5,673)                         $    5,802
    Alger American Small Capitalization
    Portfolio - 733 shares (cost $31,646)                32,058

  Alliance Variable Products Series Fund, Inc.
    Alliance Global Bond Portfolio -
    4,086 shares (cost $45,326)                          45,359
    Alliance Premier Growth Portfolio -
    1,623 shares (cost $33,589)                          34,076

  MFS Variable Insurance Trust
    MFS Emerging Growth Series -
    3,057 shares (cost $49,629)                          49,335
    MFS Research Series - 4,316 shares
    (cost $68,344)                                       68,147

  Manning & Napier Insurance Fund, Inc.
    Manning & Napier Growth Portfolio -
    13,592 shares (cost $166,833)                       165,551

  SteinRoe Variable Investment Trust
    SteinRoe Money Market Fund - 57,061 shares
    (cost $57,061)                                       57,061
    SteinRoe Special Venture Fund -
    2,389 shares (cost $44,479)                          43,005
    SteinRoe Balanced Fund - 3,745 shares
    (cost $62,263)                                       62,952
    SteinRoe Mortgage Securities Fund -
    6,381 shares (cost $67,967)                          68,469
    SteinRoe Growth Stock Fund - 1,010 shares
    (cost $35,427)                                       36,480

  Liberty Variable Investment Trust
    Colonial Growth and Income Fund - 3,986 shares
    (cost $72,646)                                       61,139
    SteinRoe Global Utilities Fund - 1,967 shares
    (cost $25,960)                                       23,452
    Colonial International Fund for Growth -
    45,413 shares (cost $90,035)                         80,836
    Colonial U.S. Stock Fund - 3,246 shares
    (cost $59,156)                                       52,883
    Colonial Strategic Income Fund - 14,809 shares
    (cost $179,718)                                     165,115
    Newport Tiger Fund - 8,366 shares
    (cost $14,433)                                       14,305

                 Total assets                        $1,066,025

Net assets

  Variable annuity contracts (Note 6)                $1,176,378
  Due to Liberty Life Assurance Company (Note 2)       (110,353)

                 Total net assets                    $1,066,025

                           See accompanying notes.
                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -
                             VARIABLE ACCOUNT J
              Statement of Operations and Changes in Net Assets
    For the Period from November 15, 1997 (commencement of operations) to
                              December 31, 1997


                              Alger        Alger American       Alliance
                            American           Small             Global
                             Growth        Capitalization         Bond
                            Portfolio        Portfolio         Portfolio

Income
 Dividends                  $   -             $  -              $  -
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                          28                9                57
Net investment income
 (expense)                       (28)              (9)              (57)
Realized gain (loss)            -                 (34)             (151)
Unrealized appreciation
 (depreciation) during
 the period                      129              412                33
Net increase (decrease)
 in net assets from
 operations                      101              369              (175)

Purchase payments from
 contract owners              12,703           27,652            49,317
Transfers between
 accounts                      5,446            5,303            (3,863)
Contract terminations
 and annuity payouts             (70)            -                 (418)
Other transfers (to)
 from Liberty Life
 Assurance Company          (12,378)           (1,266)              498
Net increase in net
 assets from contract
 transactions                 5,701            31,689            45,534
Net assets at beginning
 of period                      -                -                 -

Net assets at end of
 period                     $ 5,802           $32,058           $45,359

                           See accompanying notes.
                                      
                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -
                             VARIABLE ACCOUNT J
              Statement of Operations and Changes in Net Assets
    For the Period from November 15, 1997 (commencement of operations) to
                              December 31, 1997


                             Alliance          MFS
                             Premier         Emerging             MFS
                             Growth           Growth            Research
                            Portfolio         Series             Series

Income
 Dividends                  $   -             $  -              $  -
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                         16                67                82
Net investment income
 (expense)                      (16)              (67)              (82)
Realized gain (loss)            (22)                4              -
Unrealized appreciation
 (depreciation) during
 the period                     487              (294)             (197)
Net increase (decrease)
 in net assets from
 operations                     449              (357)             (279)

Purchase payments from
 contract owners             27,912            41,404            56,210
Transfers between
 accounts                     7,000            13,263            12,066
Contract terminations
 and annuity payouts                             (304)             (198)
Other transfers (to)
 from Liberty Life
 Assurance Company           (1,285)           (4,671)              348
Net increase in net
 assets from contract
 transactions                33,627            49,692            68,426
Net assets at beginning
 of period                      -                -                 -

Net assets at end of
 period                     $34,076           $49,335           $68,147

                           See accompanying notes.
                                      
                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -
                             VARIABLE ACCOUNT J
              Statement of Operations and Changes in Net Assets
    For the Period from November 15, 1997 (commencement of operations) to
                              December 31, 1997


                            Manning &          SteinRoe           SteinRoe
                             Napier             Money              Special
                             Growth             Market             Venture
                            Portfolio            Fund               Fund

Income
 Dividends                  $     -           $   -              $   -
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                         130                71                 49
Net investment income
 (expense)                      (130)              (71)               (49)
Realized gain (loss)              -                -                 -
Unrealized appreciation
 (depreciation) during
 the period                   (1,282)              -               (1,474)
Net increase (decrease)
 in net assets from
 operations                   (1,412)              (71)            (1,523)

Purchase payments from
 contract owners             165,000           103,387             41,370
Transfers between
 accounts                      1,963           (16,166)             3,335
Contract terminations
 and annuity payouts                           (37,992)              (182)
Other transfers (to)
 from Liberty Life
 Assurance Company              -                7,903                  5
Net increase in net
 assets from contract
 transactions                166,963            57,132             44,528
Net assets at beginning
 of period                      -                -                   -

Net assets at end of
 period                     $165,551          $ 57,061           $ 43,005

                           See accompanying notes.
                                      
                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -
                             VARIABLE ACCOUNT J
              Statement of Operations and Changes in Net Assets
    For the Period from November 15, 1997 (commencement of operations) to
                              December 31, 1997


                                              SteinRoe           SteinRoe
                            SteinRoe          Mortgage            Growth
                            Balanaced        Securities            Stock
                              Fund              Fund               Fund

Income
 Dividends                  $     -           $   -              $   -
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                          55               185                 31
Net investment income
 (expense)                       (55)             (185)               (31)
Realized gain (loss)              10               967               -
Unrealized appreciation
 (depreciation) during
 the period                      689               502              1,053
Net increase (decrease)
 in net assets from
 operations                      644             1,284              1,022

Purchase payments from
 contract owners              59,401           199,689             26,773
Transfers between
 accounts                      5,621             8,126             10,210
Contract terminations
 and annuity payouts            (202)         (138,900)               -
Other transfers (to)
 from Liberty Life
 Assurance Company            (2,512)           (1,730)            (1,525)
Net increase in net
 assets from contract
 transactions                 62,308            67,185             35,458
Net assets at beginning
 of period                      -                -                   -

Net assets at end of
 period                     $ 62,952          $ 68,469           $ 36,480

                           See accompanying notes.
                                      
                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -
                             VARIABLE ACCOUNT J
              Statement of Operations and Changes in Net Assets
    For the Period from November 15, 1997 (commencement of operations) to
                              December 31, 1997


                            Colonial          SteinRoe          Colonial
                           Growth and          Global         International
                             Income          Utilities           Fund for
                              Fund              Fund             Growth

Income
 Dividends                  $ 14,445          $  8,579           $  6,058
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                         142                64                110
Net investment income
 (expense)                    14,303             8,515              5,948
Realized gain (loss)              32            (2,527)               (80)
Unrealized appreciation
 (depreciation) during
 the period                  (11,507)           (2,508)            (9,199)
Net increase (decrease)
 in net assets from
 operations                    2,828             3,480             (3,331)

Purchase payments from
 contract owners              81,646            60,151            103,005
Transfers between
 accounts                      8,801               992              4,362
Contract terminations
 and annuity payouts            (721)          (38,395)              (565)
Other transfers (to)
 from Liberty Life
 Assurance Company           (31,415)           (2,776)           (22,635)
Net increase in net
 assets from contract
 transactions                 58,311            19,972             84,167
Net assets at beginning
 of period                      -                -                   -

Net assets at end of
 period                     $ 61,139          $ 23,452           $ 80,836

                           See accompanying notes.
                                      
                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -
                             VARIABLE ACCOUNT J
              Statement of Operations and Changes in Net Assets
    For the Period from November 15, 1997 (commencement of operations) to
                              December 31, 1997


                             Colonial         Colonial
                               U.S            Strategic           Newport
                              Stock            Income              Tiger
                              Fund              Fund               Fund

Income
 Dividends                  $  7,731          $ 17,698           $    147
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                          90               185                  7
Net investment income
 (expense)                     7,641            17,513                140
Realized gain (loss)            (514)           (2,273)               (88)
Unrealized appreciation
 (depreciation) during
 the period                   (6,273)          (14,603)              (128)
Net increase (decrease)
 in net assets from
 operations                      854               637                (76)

Purchase payments from
 contract owners              93,211           184,835             10,467
Transfers between
 accounts                      5,677            11,682              5,329
Contract terminations
 and annuity payouts         (37,485)           (1,024)               -
Other transfers (to)
 from Liberty Life
 Assurance Company            (9,374)          (31,015)            (1,415)
Net increase in net
 assets from contract
 transactions                 52,029           164,478             14,381
Net assets at beginning
 of period                      -                -                   -

Net assets at end of
 period                     $ 52,883          $165,115           $ 14,305

                           See accompanying notes.
                                      
                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -
                             VARIABLE ACCOUNT J
              Statement of Operations and Changes in Net Assets
    For the Period from November 15, 1997 (commencement of operations) to
                              December 31, 1997




                                                 Total

Income
 Dividends                                     $   54,658
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                                            1,378
Net investment income
 (expense)                                         53,280
Realized gain (loss)                               (4,676)
Unrealized appreciation
 (depreciation) during
 the period                                       (44,160)
Net increase (decrease)
 in net assets from
 operations                                         4,444

Purchase payments from
 contract owners                                1,344,133
Transfers between
 accounts                                          89,147
Contract terminations
 and annuity payouts                             (256,456)
Other transfers (to)
 from Liberty Life
 Assurance Company                               (115,243)
Net increase in net
 assets from contract
 transactions                                   1,061,581
Net assets at beginning
 of period                                          -

Net assets at end of
 period                                        $1,066,025

                           See accompanying notes.
                                      
                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -
                             VARIABLE ACCOUNT J
                                      
                        Notes to Financial Statements
                              December 31, 1997

1.  Organization

Variable Account J (the "Variable Account"), was established on November 15,
1997 as a segregated investment account of Liberty Life Assurance Company of
Boston (the "Company").  The Variable Account is registered with the
Securities and Exchange Commission as a Unit Investment Trust under the
Investment Company Act of 1940 and invests in shares of eligible funds.  The
Variable Account is a funding vehicle for group and individual variable
annuity contracts.  The Variable Account currently offers two contracts,
distinguished principally by the level of expenses, surrender charges, and
eligible fund options.  The two contracts and their respective eligible fund
options are as follows:

Liberty Advisor Variable Annuity      Manning & Napier Variable Annuity

Alger American Fund:                  Manning & Napier Insurance Fund, Inc:
Alger American Growth Portfolio       Manning & Napier Small Cap Portfolio
Alger American Small Capitalization   Manning & Napier Equity Portfolio
     Portfolio                        Manning & Napier Moderate Growth
                                           Portfolio
                                      Manning & Napier Growth Portfolio
MFS Variable Insurance Trust:         Manning & Napier Maximum Horizon
MFS Emerging Growth Series                 Portfolio
MFS Research Series                   Manning & Napier Bond Portfolio

SteinRoe Variable Investment Trust    SteinRoe Variable Investment Trust
  (SRVIT):                               (SRVIT):
SteinRoe Money Market Fund            SteinRoe Money Market Fund
SteinRoe Special Venture Fund
SteinRoe Balanced Fund
SteinRoe Mortgage Securities Fund
SteinRoe Growth Stock Fund

Liberty Variable Investment Trust (LVIT):
Colonial Growth and Income Fund
SteinRoe Global Utilities Fund
Colonial International Fund for Growth
Colonial Strategic Income Fund
Colonial U.S. Stock Fund
Newport Tiger Fund

Alliance Variable Products Series Fund, Inc:
Alliance Global Bond Portfolio
Alliance Premier Growth Portfolio

                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -
                             VARIABLE ACCOUNT J
                                      
                  Notes to Financial Statements (continued)

2.  Significant Accounting Policies

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP").  The preparation of
financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect amounts reported therein.  Although
actual results could differ from these estimates, any such differences are
expected to be immaterial to the Variable Account.

Shares of the eligible funds are sold to the Variable Account at the
reported net asset values.  Transactions are recorded on the trade date.
Income from dividends is recorded on the ex-dividend date.  Realized gains
and losses on sales of investments are computed on the basis of the
identified cost of the investments sold.

Amounts due from Liberty Life Assurance Company represent exchanges into the
Variable Account in 1997 where cash was not transferred to the Variable
Account until January 1998.

The operations of the Variable Account are included in the federal income
tax return of the Company, which is taxed as a Life Insurance Company under
the provisions of the Internal Revenue Code.  The Company anticipates no tax
liability resulting from the operations of the Variable Account.  Therefore,
no provision for income taxes has been charged against the Variable Account.

3.  Expenses

Liberty Advisor Variable Annuity
There are no deductions made from purchase payments for sales charges at the
time of purchase.  In the event of a contract termination, a contingent
deferred sales charge, based on a graded table of charges, is deducted.  An
annual contract maintenance charge of $36 to cover the cost of contract
administration is deducted from each contractholder's account on the
contract anniversary date.  Daily deductions are made from each sub-account
for assumption of mortality and expense risk at an effective annual rate of
1.25% of contract value.  A daily deduction is also made for distribution
costs incurred by the Company at an effective annual rate of 0.15% of
contract value.

Manning & Napier Variable Annuity
There are no deductions from purchase payments for sales charges at the time
of purchase.  There are also no contingent deferred sales charges or
distribution charges.  An annual contract maintenance charge of $35 to cover
the cost of contract administration is deducted from each contractholder's
account on the contract anniversary date.  Daily deductions are made from
each sub-account for assumption of mortality and expense risk at an
effective annual rate of 0.35% of contract value.


                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -
                             VARIABLE ACCOUNT J
                                      
                  Notes to Financial Statements (continued)


4.  Affiliated Company Transactions

Administrative services necessary for the operation of the Variable Account
are provided by Keyport Life Insurance Company (Keyport Life), an affiliate
of the Company.  The Company has absorbed all organizational expenses
including the fees of registering the Variable Account and its contracts for
distribution under federal and state securities laws.  Stein Roe & Farnham,
Inc., an affiliate of the Company, is the investment advisor to the SRVIT.
Liberty Advisory Services Corporation, a wholly-owned subsidiary of Keyport
Life, is the investment advisor to the LVIT.  Colonial Management
Associates, Inc., an affiliate of the Company, is the investment sub-advisor
to the LVIT.  Keyport Financial Services Corp., a wholly-owned subsidiary of
Keyport Life, is the principal underwriter for SRVIT and LVIT.  The
investment advisors' compensation is derived from the mutual funds.

                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -
                             VARIABLE ACCOUNT J
                                      
                  Notes to Financial Statements (continued)

5.  Unit Values

A summary of the accumulation unit values and accumulation and dollar value
outstanding at December 31, 1997 are as follows:

                                   Unit
                                   Value           Units         Dollars
Alger American Growth
 Portfolio                       $12.277190     1,480.7130    $     18,179

Alger American Small
 Capitalization Portfolio         11.056560     3,013.9570          33,324

Alliance Global Bond Portfolio     9.811315     4,572.3740          44,861

Alliance Premier Growth
 Portfolio                        13.462574     2,626.6150          35,361

MFS Emerging Growth Series        11.680929     4,623.3480          54,005

MFS Research Series               11.834080     5,729.1310          67,799

Manning & Napier Growth
 Portfolio                        12.170966    13,602.1250         165,551

SteinRoe Money Market Fund        13.780309     3,567.2640          49,158

SteinRoe Special Venture Fund     31.085014     1,383.3030          43,000

SteinRoe Balanced Fund            24.497018     2,652.3640          64,975

SteinRoe Mortgage Securities
 Fund                             17.874172     3,818.0230          68,245

SteinRoe Growth Stock Fund        35.538075     1,069.4160          38,005

Colonial Growth and Income
 Fund                             19.353674     4,782.1930          92,553

SteinRoe Global Utilities Fund    15.358133     1,707.7600          26,228

Colonial International Fund
 for Growth                        9.659572    10,711.7580         103,472

Colonial U.S. Stock Fund          20.780533     2,948.8660          61,279

Colonial Strategic Income Fund    13.615795    14,296.8520         194,664

Newport Tiger Fund                 8.525525     1,843.8750          15,720

                                              $84,429.9370      $1,176,378


                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -
                             VARIABLE ACCOUNT J
                                      
                  Notes to Financial Statements (continued)

6.  Purchases and Sales of Securities

The cost of shares purchased and proceeds from shares sold by the Variable
Account during 1997 are shown below:

                                            Purchases               Sales

Alger American Growth Portfolio           $   18,242             $   12,569

Alger American Small Capitalization
 Portfolio                                    34,354                  2,674

Alliance Global Bond Portfolio                62,480                 17,003

Alliance Premier Growth Portfolio             38,237                  4,626

MFS Emerging Growth Series                    58,809                  9,184

MFS Research Series                           71,010                  2,666

Manning & Napier Growth Portfolio            166,914                     81

SteinRoe Money Market Fund                    95,104                 38,043

SteinRoe Special Venture Fund                 44,727                    248

SteinRoe Balanced Fund                        75,576                 13,323

SteinRoe Mortgage Securities Fund            246,565                179,565

SteinRoe Growth Stock Fund                    48,157                 12,730

Colonial Growth and Income Fund               95,914                 23,300

SteinRoe Global Utilities Fund               107,823                 79,336

Colonial International Fund for Growth       593,404                503,289

Colonial U.S. Stock Fund                     106,965                 47,295

Colonial Strategic Income Fund               230,498                 48,507

Newport Tiger Fund                            17,098                  2,577

                                          $2,111,877             $  997,016

                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -
                             VARIABLE ACCOUNT J
                                      
                  Notes to Financial Statements (continued)

7.  Diversification Requirements

Under the provisions of Section 817(h) of the Internal Revenue Code, a
variable annuity contract, other than a contract issued in connection with
certain types of employee benefit plans, will not be treated as an annuity
contract for federal tax purposes for any period for which the investments
of the segregated asset account on which the contract is based are not
adequately diversified.  The Code provides that the "adequately diversified"
requirement may be met if the underlying investments satisfy either a
statutory safe harbor test or diversification requirements set forth in
regulations issued by the Secretary of Treasury.

The Internal Revenue Service has issued regulations under Section 817(h) of
the Code.  The Company believes that the Variable Account satisfies the
current requirements of the regulations, and it intends that the Variable
Account will continue to meet such requirements.

8.  Year 2000 (Unaudited)

The Variable Account, like other business organizations and individuals,
would be adversely affected if the Company's computer systems and those of
its service providers do not properly process and calculate date related
information and data from and after January 1, 2000.  The Company has
substantially completed an inventory of its computer programs and assessed
its Year 2000 readiness.  In addition, the Company has initiated
communications with third parties to determine the extent to which the
Company's interface systems are vulnerable to those third parties' failure
to remediate their own Year 2000 issues.

The Company believes that with modifications to existing software and
conversions to new software, the Year 2000 issue will not pose significant
operational problems for its computer systems.  However, if such
modifications and conversions are not made, or are not timely completed, or
if the systems of the companies on which the Company's interface system
relies are not timely converted, the Year 2000 issue could have a material
impact on the operations of the Variable Account.








    




                                   PART C


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, 1997 and 1996.
          Statements of Income for the years ended December 31, 1997,
              1996, and 1995.
   
          Statements of Stockholders' Equity for the years ended December
              31, 1997, 1996, and 1995.
          Statements of Cash Flows for the years ended December 31, 1997,
              1996, and 1995.
    
          Notes to Financial Statements
         Variable Account J
          Statements of Assets and Liabilities - December 31, 1997
          Statements of Operations and Changes in Net Assets for the year
              ended December 31, 1997
          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.
   

****Incorporated by reference to Post-Effective Amendment No. 4 to
    Registration Statement (File No. 333-29811; 811-08269) filed on or about
    March 2, 1998.

+   Incorporated by reference to Post-Effective Amendment No. 5 to
    Registration Statement (File No. 333-29811; 811-08269) filed on or about
    April 14, 1998.
    

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
   

    
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

   
Joseph J. Poplaski, Jr.   Vice President

S. Robin Pratt            Vice President
    

Steven M. Sentler         Vice President

John A. Tymochko          Vice President
   

E. Janney Wilson          Vice President
    

Barry S. Gilvar           Secretary

Elliot J. Williams        Treasurer

Gerald H. Dolan           Assistant Treasurer

Bernard Gillen            Assistant Treasurer

James W. Jakobek          Assistant Treasurer
   

Charlene Albanese         Assistant Secretary
    

Diane S. Bainton          Assistant Secretary

Katherine Desiderio       Assistant Secretary
   
    

James R. Pugh             Assistant Secretary

   
Harvey Swedlove           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.
   

         As of April 1, 1998, there were 124 Qualified Contract Owners and
200 Non-Qualified Contract Owners.
    

Item 28.  Indemnification.

         Directors and officers of the Depositor and the principal
underwriter are covered persons under Directors and Officers/Errors and
Omissions liability insurance policies. 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

James J. Klopper          Director and Clerk

Francis E. Reinhart       Director and Vice President-Administration

Rogelio P. Japlit         Treasurer

Paul T. Holman            Assistant Clerk

Donald A. Truman          Assistant Clerk

     *125 High Street, Boston, Massachusetts 02110.

Item 30.  Location of Accounts and Records.

    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.







                                 SIGNATURES




   

                                 SIGNATURES


    As required by the Securities Act of 1933 and the Investment Company Act
of  1940,  the  Registrant certifies that it meets the requirements  of  the
Securities Act Rule 485(b) for effectiveness of this Registration  Statement
and  has duly caused this Registration Statement to be signed on its behalf,
in the City of Boston and Commonwealth of Massachusetts, on this 30th day of
April, 1998.


                                              Variable Account J
                                              (Registrant)


                              BY: Liberty Life Assurance Company of Boston
                                               (Depositor)



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






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    04/30/98
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     04/30/98
/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 the indicated date on behalf
of each of the above Directors and Officers of the Depositor pursuant to
powers of attorney duly executed by such persons and included as Exhibit 16
in the Registration Statement (Files No. 333-29811; 811-08269) filed on or
about June 18, 1997.




                                EXHIBIT INDEX

Exhibit                                                               Page

(10) Consents of Independent Auditors







                                                              EXHIBIT     10







                        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 reports dated
February 27, 1998, with respect to the financial statements of Liberty Life
Assurance Company of Boston, and March 13, 1998, with respect to the
financial statements of Liberty Life Assurance Company of Boston-Variable
Account J, included in this Post-Effective Amendment No. 6 to the
Registration Statement (Form N-4, Nos. 333-29811; 811-08269).











Boston, Massachusetts                             /s/Ernst & Young LLP
April 30, 1998











              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





The Board of Directors
Liberty Life Assurance Company of Boston:






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
April 30, 1998


    




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