VARIABLE ACCOUNT J OF LIBERTY LIFE ASSURANCE CO OF BOSTON
485BPOS, 1999-04-28
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  As Filed with the Securities and Exchange Commission on April 28, 1999
    
                                            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.   8             [X]
    
                                     
                                   and/or
                                     
      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
   
                                     
              Amendment No.   9                           [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 3, 1999 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 ____


<PAGE>

                    CONTENTS OF REGISTRATION STATEMENT




                             The Facing Sheet
                                     
                             The Contents Page
                                     
                           Cross-Reference Sheet
                                     
                                     
                                  PART A

                                Prospectus
                                     
                                     
                                  PART B
                                     
                    Statement of Additional Information
                                     
                                     
                                  PART C
                                     
                               Items 24 - 32

                              The Signatures
                                     
                                 Exhibits
<PAGE>
                            VARIABLE ACCOUNT J
                                     
                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
                                     
                     CROSS REFERENCE TO ITEMS REQUIRED
                                BY FORM N-4

N-4 Item       Caption in Prospectus

 1.            Cover Page
   
 2.            Definitions
 3.            Summary of Certificate Features
               Fee Table
               Examples
               Explanation of Fee Tables and Examples
    
 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
<PAGE>

                  Caption in Statement of Additional Information

15.            Cover Page
16.            Table of Contents
17.            Liberty Life Assurance Company of Boston
18.            Safekeeping of Assets, Experts
19.            Not applicable
20.            Principal Underwriter
21.            Investment Performance
22.            Variable Annuity Benefits
23.            Financial Statements
<PAGE>
   

This Amendment No. 8 to the Registration Statement on 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, to supplement the Registration Statement with a separate
prospectus and statement of additional information ("SAI"), and related
exhibits, describing a specific form of the Group and Individual Flexible
Premium Deferred Annuity Contracts. This Amendment relates only to the
prospectus, SAI and exhibits included in this Amendment and does not
otherwise delete, amend, or supersede any information contained in Post-
Effective Amendment Nos. 6 and 7 to the Registration Statement.
    


<PAGE>



                                  PART A


<PAGE>
   

                        May 3, 1999 Prospectus for
         
                                     
                                     
                                     
                                     
                                     
                                 NEW YORK
                     MANNING & NAPIER VARIABLE ANNUITY
                                     
                                     
                                     
                                     
                 Including Eligible Fund Prospectuses for
                                     
                                     
                                     
                  MANNING & NAPIER INSURANCE FUND, INC.:
                                     
                Manning & Napier Moderate Growth Portfolio
                                     
                     Manning & Napier Growth Portfolio
                                     
                Manning & Napier Maximum Horizon Portfolio
                                     
                   Manning & Napier Small Cap Portfolio
                                     
                     Manning & Napier Equity Portfolio
                                     
                      Manning & Napier Bond Portfolio
                                     
                                     
                                     
                    STEINROE VARIABLE INVESTMENT TRUST:
                                     
               Stein Roe Money Market Fund, Variable Series
                                     
                                     
<PAGE>
   
                              Prospectus for
                   The Manning & Napier Variable Annuity
                                     
                      Group Flexible Purchase Payment
                    Deferred Variable Annuity Contract
                                     
                                 Issued by
                                     
                            Variable Account J
                                    of
                 Liberty Life Assurance Company of Boston
                                     

This prospectus describes the Manning & Napier variable annuity group
Contracts and related Certificates offered by Liberty Life Assurance
Company of Boston.  All discussion of Certificates applies to Contracts
unless specified otherwise.

Under the Certificate, you may elect to have value accumulate on a variable
basis.  You may also elect to receive periodic annuity payments on either a
variable or a fixed basis. Purchase payments will be allocated to our
segregated investment account designated Variable Account J. This
prospectus generally describes only the variable features of the
Certificates.  The Certificates are designed to help you in your retirement
planning.  You may purchase them on a tax-qualified or non-tax qualified
basis.  Because they are offered on a flexible payment basis, you are
permitted to make multiple payments.

We will allocate your purchase payments to the investment options in the
proportions you choose.  The Certificate currently offers seven investment
options, each of which is a Sub-account of Variable Account J.  Currently,
you may choose among the following Eligible Funds:

The Manning & Napier Insurance Fund, Inc.: Manning & Napier Moderate Growth
Portfolio; Manning & Napier Growth Portfolio; Manning & Napier Maximum
Horizon Portfolio; Manning & Napier Small Cap Portfolio; Manning & Napier
Equity Portfolio; and Manning & Napier Bond Portfolio.

SteinRoe Variable Investment Trust: Stein Roe Money Market Fund, Variable
Series.

You may not purchase a Certificate if either you or the Annuitant are 80
years old or older before we receive your application.  You may not
purchase a tax-qualified Certificate if you or the Annuitant are 75 years
old or older before we receive your application (age 80 applies to Roth
IRAs).

The purchase of a Contract or Certificate involves certain risks.
Investment performance of the Eligible Funds to which you may allocate
purchase payments may vary.  We do not guarantee any minimum Certificate
Value for amounts allocated to the Eligible Funds.

The Variable Account may offer other certificates with different features,
fees and charges, and other Sub-accounts which may invest in different or
additional mutual funds.  Separate prospectuses and statements of
additional information will describe other certificates.  The agent selling
the Certificates has information concerning the eligibility for and
availability of the other certificates.

This prospectus contains important information about the Contracts and
Certificates you should know before investing.  You should read it before
investing and keep it for future reference.  We have filed a Statement of
Additional Information ("SAI") with the Securities and Exchange Commission.
The current SAI has the same date as this prospectus and is incorporated by
reference in this prospectus.  You may obtain a free copy by writing the
Principal Underwriter, Keyport Financial Services Corp. at 125 High Street,
Boston, MA 02110, by calling (800) 437-4466; by writing Manning & Napier
Insurance Fund at P.O. Box 40610, Rochester, New York, 14604, or calling
(800) 466-3863; or by returning the postcard on the back cover of this
prospectus.  A table of contents for the SAI appears on page 27 of this
prospectus.

The date of this prospectus is May 3, 1999.

The Securities and Exchange Commission has not approved or disapproved
these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.


<PAGE>
                             TABLE OF CONTENTS
                                                                 Page
Definitions                                                       3
Summary of Certificate Features                                   4
Fee Table                                                         5
Example                                                           7
Explanation of Fee Table and Example                              7
Condensed Financial Information                                   8
Performance Information                                           9
Liberty and the Variable Account                                  9
Purchase Payments and Applications                               10
Investments of the Variable Account                              11
    Allocations of Purchase Payments                             11
    Eligible Funds                                               11
    Transfer of Variable Account Value                           12
    Limits on Transfers                                          12
    Substitution of Eligible Funds and Other
     Variable Account Changes                                    13
Deductions                                                       14
    Deductions for Certificate Maintenance Charge                14
    Deductions for Mortality and Expense Risk Charge             14
    Deductions for Transfers of Variable Account Value           14
    Deductions for Premium Taxes                                 14
    Deductions for Income Taxes                                  15
    Total Variable Account Expenses                              15
Other Services                                                   15
The Certificates                                                 15
    Variable Account Value                                       15
    Valuation Periods                                            15
    Net Investment Factor                                        16
    Modification of the Certificate                              16
    Right to Revoke                                              16
Death Provisions for Non-Qualified Certificates                  16
Death Provisions for Qualified Certificates                      18
Certificate Ownership                                            18
Assignment                                                       18
Partial Withdrawals and Surrender                                19
Annuity Provisions                                               19
    Annuity Benefits                                             19
    Annuity Option and Income Date                               19
    Change in Annuity Option and Income Date                     19
    Annuity Options                                              20
    Variable Annuity Payment Values                              21
    Proof of Age, Sex, and Survival of Annuitant                 21
Suspension of Payments                                           22
Year 2000 Matters                                                22
Tax Status                                                       22
    Introduction                                                 22
    Taxation of Annuities in General                             22
    Qualified Plans                                              25
    Individual Retirement Annuities                              25
Variable Account Voting Privileges                               25
Sales of the Certificates                                        26
Legal Proceedings                                                26
Inquiries by Certificate Owners                                  26
Table of Contents-Statement of Additional Information            27
Appendix A-Telephone Instructions                                28
<PAGE>
                                DEFINITIONS

Accumulation Unit: A unit of measurement which we use to calculate Variable
Account Value.

Annuitant: The natural person on whose life annuity benefits are based and
who will receive annuity payments starting on the Income Date.

Certificate Anniversary: Each anniversary of the Certificate Date.

Certificate Date: The date when the Certificate becomes effective.

Certificate Owner ("You"): The person(s) having the privileges of ownership
defined in the Certificate.

Certificate Value: The Variable Account Value.

Certificate Withdrawal Value: The Certificate Value less any premium taxes
and certificate maintenance charge.

Certificate Year: Each twelve-month period beginning on the Certificate
Date and each Certificate Anniversary thereafter.

Company ("We", "Us", "Our", "Liberty"): Liberty Life Assurance Company of
Boston.

Designated Beneficiary: The person designated to receive any death benefits
under the Certificate.

Eligible Funds: The underlying mutual funds in which the Variable Account
invests.

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.

Qualified Certificate: Certificates issued under Qualified Plans.

Qualified Plan: A retirement plan which receives special tax treatment
under Section 408(b) or 408A of the Internal Revenue Code ("Code").

Variable Account: Variable Account J which is a separate investment account
of the Company into which purchase payments under the Certificates may be
allocated. The Variable Account is divided into Sub-Accounts which invest
in shares of an Eligible Fund.

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 us, signed by
you and a disinterested witness, and filed at our Service Office.

                      SUMMARY OF CERTIFICATE FEATURES

Because this is a summary, it does not contain all of the information that
may be important to you.  You should read the entire prospectus and
Statement of Additional Information before deciding to invest. Further,
individual state requirements, which are different from the information in
this prospectus, are described in supplements to this prospectus or in
endorsements to the Certificates.

The Certificate

The Certificate is a flexible premium deferred variable annuity
certificate.  It is designed for retirement planning purposes.  It allows
you to allocate purchase payments to and receive annuity payments from the
Variable Account.

The Variable Account is a separate investment account we maintain. If you
allocate payments to the Variable Account, your accumulation values and
annuity payments will fluctuate according to the investment performance of
the Eligible Funds chosen.

The Variable Account is not part of our "general account', which consists
of all our assets except the Variable Account and the assets of other
separate investment accounts we maintain.  If you allocate payments to the
Variable Account, the accumulation values and annuity payments will
fluctuate according to the investment performance of the Sub-accounts
chosen.

Purchase of the Certificate

You may make multiple purchase payments.  The minimum initial payment is
$5,000.  For individual retirement annuities the minimum payment is $2,000.
The minimum amount for each subsequent payment is $1,000 or a lesser amount
as we may permit from time to time which is currently $1,000.  (See
"Purchase Payments and Applications".)

Investment Choices

You can allocate and reallocate your investment among the Sub-accounts of
the Variable Account which in turn invest in the Eligible Funds.  Each
Eligible Fund holds its assets separately from the assets of the other
Eligible Funds.  Each has its own investment objectives and policies
described in the accompanying prospectuses for the Eligible Funds.  Under
the Certificate, the Variable Account currently invests in the following:

Manning and Napier Insurance Fund Inc. ("Manning and Napier Insurance
Fund")
    Manning and Napier Moderate Growth Portfolio ("MNMGP")
    Manning and Napier Growth Portfolio ("MNGP")
    Manning and Napier Maximum Horizon Portfolio ("MNMHP")
    Manning and Napier Small Cap Portfolio ("MNSCP")
    Manning and Napier Equity Portfolio ("MNEP")
    Manning and Napier Bond Portfolio ("MNBP")

SteinRoe Variable Investment Trust ("SteinRoe Trust")
    Stein Roe Money Market Fund, Variable Series ("SRMMF")

Fees and Charges

    Mortality and Expense Risk Charge

We deduct a mortality and expense risk charge at an annual rate of .35% of
your average daily net asset value in the Variable Account.  (See
"Deductions for Mortality and Expense Risk Charge.")

    Certificate Maintenance Charge

We deduct an annual $35 certificate maintenance charge from Variable
Account Value for administrative expenses.  Prior to the Income Date, we
reserve the right to change this charge for future years.  In certain
instances, we may waive this charge.  (See "Deductions for Certificate
Maintenance Charge.")

    Transfer Charge

Currently, there is no transfer charge.  However, the Certificate permits
us to charge you up to $25 for each transfer in excess of 12 in each year
your Certificate is In Force.

    Premium Taxes

We charge premium taxes against your Certificate Value.  Currently such
premium taxes range from 0% to 5.0%.  (See "Deductions for Premium Taxes.")

    Federal Income Taxes

You will not pay federal income taxes on the increases in the value of
your Certificate.  However, if you make a withdrawal, in the form of a lump
sum payment, annuity payment, or make a gift or assignment, you will be
subject to federal income taxes on the increases in the value of your
Certificate and may also be subject to a 10% federal penalty tax.  (See
"Tax Status".)

Free Look

Generally, you may revoke the Certificate by returning it to us within 10
days after you receive it.  We will refund your Certificate Value, plus any
distribution charges previously deducted, as of the date we receive the
returned Certificate.  You will bear the investment risk during the
revocation period. (See "Right to Revoke.")

                                 FEE TABLE

                  Certificate Owner Transaction Expenses

Sales Load Imposed on Purchases:                         0%

Maximum Contingent Deferred Sales Charge
(as a percentage of purchase payments):                  0%

Maximum Total Certificate Owner Transaction Expenses1
  (as a percentage of purchase payments):                0%

Certificate Maintenance Charge:                          $35

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

Mortality and Expense Risk Charge:                        .35%
Total Variable Account Annual Expenses:                   .35%

    Manning & Napier Insurance Fund and SteinRoe Trust Annual Expenses2
                  (as a percentage of average net assets)

                  Management          Other             Total Fund
                    Fees             Expenses            Operating
                 (After Any        (After Any         Expenses (After
                Waiver and/or      Waiver and/or     Any Waiver and/or
Fund            Reimbursement)3    Reimbursement)3      Reimbursement)3
MNMGP            0.00% (1.00%)     1.20% (8.34%)       1.20%(9.43%)
MNGP             0.00% (1.00%)     1.20% (2.30%)       1.20%(3.30%)
MNMHP            0.00% (1.00%)     1.20% (7.43%)       1.20%(8.43%)
MNSCP            0.00% (1.00%)     1.20% (8.04%)       1.20%(9.04%)
MNEP             0.00% (1.00%)     1.20% (7.46%)       1.20%(8.46%)
MNBP             0.00% (0.50%)      .85% (8.51%)        .85%(9.01%)
SRMMF             .35%              .27%                .62%

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

1We reserve the right to impose a transfer fee after prior notice to
Certificate Owners.  Currently we do not impose any charge.  Premium taxes
are not shown.  We deduct the amount of premium taxes, if any, when paid
unless we elect to defer such deduction.

2All Manning & Napier Insurance Fund and SteinRoe Trust expenses are for
1998. The Manning & Napier Insurance Fund expenses reflect the manager's
agreement to reimburse expenses above certain limits (see footnote 3).

3The manager of Manning & Napier Insurance Fund has agreed to reimburse all
expenses, including management fees, in excess of the following percentage
of the average annual net assets of each Eligible Fund of Manning & Napier
Insurance Fund, so long as such reimbursement would not result in the
Eligible Fund's inability to qualify as a regulated investment company
under the Internal Revenue Code: MNMGP 1.2%, MNGP 1.2%, MNMHP 1.2%, MNSCP
1.2%, MNEP 1.2%, MNBP .85%. The Manning & Napier Insurance Fund manager's
fee waiver and assumption of expenses agreement is voluntary and may be
terminated at any time. The total percentages shown in the table for MNMHP,
MNSCP, MNEP, MNGP, MNMGP, and MNBP are after expense reimbursement. Each
percentage shown in the parentheses is what the expenses would be without
any expense reimbursement: for MNMGP--1.00% for management fees, 8.34% for
other expenses and 9.34% for total expenses; for MNGP--1.00% for management
fees, 2.30% for other expenses and 3.30% for total expenses; for MNMHP--
1.00% for management expenses, 7.43% for other expenses and 8.43% for total
expenses; for MNSCP--1.00% for management fees, 8.04% for other expenses
and 9.04% for total expenses; for MNEP--1.00% for management fees, 7.46%
for other expenses and 8.46% for total expenses; and for MNBP--0.50% for
management fees, 8.51% for other expenses and 9.01% for total expenses.

The manager of SteinRoe Trust has agreed until April 30, 2000 to reimburse
all expenses, including management fees, in excess of the following
percentage of the average annual net assets of each Eligible Fund of
SteinRoe Trust: SRMMF .65%. The SteinRoe Trust's manager was not required
to reimburse expenses as of the date of this prospectus.

                                  EXAMPLE

If you surrender your Certificate at the end of the periods shown you would
pay the following expenses on a $1,000 investment assuming 5% annual return
on assets.

Sub-Account      1 Year       3 Years       5 Years       10 Years
MNMGP            $16           $51           $91           $225
MNGP              16            51            91            225
MNMHP             16            51            91            225
MNSCP             16            51            91            225
MNEP              16            51            91            225
MNBP              12            39            91            177
SRMMF             10            32            58            144

                   EXPLANATION OF FEE TABLE AND EXAMPLE

The purpose of the fee table is to illustrate the expense you may directly
or indirectly bear under a Certificate.  The table reflects expenses of the
Variable Account as well as the Eligible Funds.  You should read
"Deductions" in this prospectus and the sections relating to expenses of
the Eligible Funds in their prospectuses.  The example does not include any
taxes or tax penalties you may be required to pay if you surrender your
Certificate.

The example assumes you did not make any transfers.  We reserve the right
to impose a transfer fee after we notify you.  Currently, we do not impose
any transfer fee.  Premium taxes are not shown.  We deduct the amount of
any premium taxes (which range from 0% to 5%) from Certificate Value upon
full surrender, death or annuitization.

The fee table and example should not be considered a representation of past
or future expenses and charges of the Sub-accounts.  Your actual expenses
may be greater or less than those shown. Similarly, the 5% annual rate of
return assumed in the example is not an estimate or a guarantee of future
investment performance.  See "Deductions" in this prospectus, "Management"
in the prospectus for Manning & Napier Insurance Fund, and "How the Funds
are Managed" in the prospectus for SteinRoe Trust.

                      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

MNMGP                    11.350           12.018              0       1998
                         10.893           11.350              0       1997
  Available in 1997 and 1998 but no accumulation units were purchased

MNGP                     12.171           12.379              0       1998
                         11.731           12.171         13,602       1997

MNMHP                    12.861           13.316              0       1998
                         12.629           12.861              0       1997
  Available in 1997 and 1998 but no accumulation units were purchased

MNSCP                    12.089           10.699              0       1998
                         12.629           12.089              0       1997
  Available in 1997 and 1998 but no accumulation units were purchased

MNEP                     12.774           13.199              0       1998
                         12.719           12.774              0       1997
  Available in 1997 and 1998 but no accumulation units were purchased

MNBP                     10.871           11.878              0       1998
                         10.295           10.871              0       1997
  Available in 1997 and 1998 but no accumulation units were purchased

SRMMF                    10.556           11.056              0       1998
                         10.326           10.556              0       1997
  Available in 1997 and 1998 but no accumulation units were purchased

* 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 value is as of July 15, 1997, which is the date the Fund Sub-
Accounts first became available.

The full financial statements for the Variable Account and Liberty 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.

Performance information is not an indicator of either past or future
performance of a Certificate.

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 Sub-account
over a given period of time.

Average annual total return information shows the average annual
compounding percentage applied to the value of an investment in the Sub-
account from the beginning of the measuring period to the end of that
period. This average annual total return reflects all historical investment
results, less all Sub-account and Certificate charges and deductions.
Average total return is not reduced by any premium taxes.  Average total
return would be less if these taxes were deducted.

In order to calculate average annual total return, we divide 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.  We then annualize
the resulting total rate for the period to obtain the average annual
compounding percentage change during the period.

The Sub-accounts may present additional total return information computed
on a different basis:

The Sub-accounts may present total return information as described above,
except there are no Certificate deductions for the certificate maintenance
charge and premium taxes.  Because there are no charges deducted, the
calculation is simplified.  We divide 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 twelve-month change rate.  For longer periods it
is a total rate for the period.  We annualize the total rate in order to
obtain the average annual percentage change in the Accumulation Unit value.
The percentages would be lower if these charges were included.
The SRMMF 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 seven-day period. We annualize this income by
assuming that the amount of income generated by the investment during that
week is generated each week over a fifty-two 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
premium tax charges. The yield would be lower if these charges were
included.

We calculate the effective yield of the SRMMF Sub-account in a similar
manner but, when annualizing the yield, we assume income earned by the Sub-
account is reinvested.  This compounding effect causes effective yield to
be higher than yield.

                     LIBERTY AND THE VARIABLE ACCOUNT

We were incorporated on September 17, 1963 as a stock life insurance
company. Our executive and administrative offices are at 175 Berkeley
Street, Boston, Massachusetts 02117.

We write 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. We are licensed to do business in all states and in the District of
Columbia. However, the Contracts described in this prospectus are currently
offered only in New York. We have 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 our relative financial
strength and ability to meet contractual obligations to our policyholders.
Even though we hold the assets in the Variable Account separately from our
other assets, our ratings may still be relevant to you since not all of our
contractual obligations relate to payments based on those segregated
assets.

We are 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 we have chosen to participate in
IMSA's Life Insurance Ethical Market Conduct Program.

We are a wholly-owned 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.

We established the Variable Account 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 mean the Securities and Exchange Commission
supervises us or the management of the Variable Account.

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

                    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.  You may make additional purchase payments.  Each subsequent
purchase payment must be at least $1,000 or any lesser amount we may
permit.  We may reject any purchase payment or any application.

If your application for a Certificate is complete and amounts are to be
allocated to the Variable Account, we will apply your initial purchase
payment to the Variable Account within two business days of receipt.  If
the application is not complete, we will notify you and try to complete it
within five business days.  If it is incomplete at the end of this period,
we will inform you of the reason for the delay.  The purchase payment will
be returned immediately unless you specifically consent to our 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.

We will send you a written notification showing the allocation of all
purchase payments and the re-allocation of values after any transfer you
have requested.  You must notify us immediately of any error.

We will permit others to act on your behalf in certain instances,
including:
     
     o  We will accept an application for a Certificate signed by an
        attorney-in-fact if we receive a copy of the power of attorney with
        the application.

     o  We will issue a Certificate to replace an existing life insurance
        or annuity policy that we or an affiliated company issued even
        though we did not previously receive a signed application from you.

Certain dealers or other authorized persons such as employers and Qualified
Plan fiduciaries may inform us of your responses to application questions
by telephone or by order ticket and cause the initial purchase payment to
be paid to us.  If the information is complete, we will issue the
Certificate with a copy of an application containing that information. We
will send you the Certificate and a letter so you may review the
information and notify us of any errors.  We may request you to confirm
that the information is correct by signing a copy of the application or a
Certificate delivery receipt.  We will send you a written notice confirming
all purchases.  Our liability under any Certificate is only to amounts so
confirmed.

                    INVESTMENTS OF THE VARIABLE ACCOUNT

Allocations of Purchase Payments

We will invest the purchase payments you applied to the Variable Account in
the Eligible Fund Sub-accounts chosen by you.  Your selection must specify
the percentage of the purchase payment that is allocated to each Sub-
account or must specify the asset allocation model selected. (See "Other
Services, The Programs".)  The percentage for each Sub-account, if not
zero, must be at least 10% and a whole number.  You may change the
allocation percentages without fee, penalty or other charge.  You must
notify us in writing of your allocation changes unless you, your attorney-
in-fact, or another authorized person have given us written authorization
to accept telephone allocation instructions.  By allowing us to accept
telephone changes, you agree to accept and be bound by our current
conditions and procedures.  The current conditions and procedures are in
Appendix A.  We will notify you of any changes in advance.

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.  We may add or withdraw Eligible Funds and
Sub-accounts as permitted by applicable law.

Eligible Funds

The Eligible Funds are the separate funds listed within Manning & Napier
Insurance Fund and the SteinRoe Trust.  Liberty and the Variable Account
may enter into agreements with other mutual funds for the purpose of making
such mutual funds available as Eligible Funds under certain Certificates.

We do not promise that the Eligible Funds will meet their investment
objectives.  Amounts you have allocated to Sub-accounts may grow, decline,
or grow less in value than you expect, depending on the investment
performance of the Sub-accounts in which the Eligible Funds invest.  You
bear the investment risk that those Sub-accounts possibly will not meet
their investment objectives.  You should carefully review their
prospectuses before allocating amounts to the Sub-accounts of the Variable
Account.

All the Eligible Funds are funding vehicles for variable annuity contracts
and variable life insurance policies offered by our separate accounts.  The
Eligible Funds are also available for the separate accounts of insurance
companies affiliated and unaffiliated with us.  The risks involved in this
"mixed and shared funding" are disclosed in the Eligible Fund prospectuses
under the following captions: Manning & Napier Insurance Fund - "Sales and
Redemptions"; and the SteinRoe Trust - "The Trust".

Manning & Napier Advisors, Inc. ("Manning & Napier Advisors"), acts as
Manning & Napier Insurance Fund's investment adviser.  Manning & Napier
Advisors also is generally responsible for supervision of the overall
business affairs of Manning & Napier Insurance Fund, including supervision
of service providers to the Fund and direction of Manning & Napier
Advisors' directors, officers or employees who may be elected as officers
of Manning & Napier Insurance Fund to serve as such.

Stein Roe & Farnham Incorporated ("Stein Roe"), an affiliate, is the
investment adviser for the Eligible Fund of SteinRoe Trust.

We have briefly described the Eligible Funds below.  You should read the
current prospectus for the Eligible Funds for more details and complete
information.  The prospectus is available, at no charge, from a salesperson
or by writing the Principal Underwriter, Keyport Financial Services Corp.
at 125 High Street, Boston, MA 02110 or by calling (800) 437-4466. The
Prospectus may also be obtained by writing Manning & Napier Insurance Fund,
Inc. at P.O. Box 40610, Rochester, New York 14604, or calling (800) 466-
3863.

Eligible Funds of Manning & Napier Insurance
Fund and Variable Account Sub-Accounts        Investment Objective

Manning & Napier Moderate Growth Portfolio    Seeks with equal emphasis
  (MNMGP Sub-account)                         long-term growth and
                                              preservation of capital.

Manning & Napier Growth Portfolio             Seeks long-term growth of
  (MNGP Sub-account)                          Capital. The secondary
                                              objective is the
                                              preservation of capital.

Manning & Napier Maximum Horizon Portfolio   Seeks to achieve the high
  (MNMHP Sub-account)                        level of long-term
                                             capital growth typically
                                             associated with the stock
                                             market.

Manning & Napier Small Cap Portfolio         Seeks to achieve long-term
  (MNSCP Sub-account)                        growth of capital by
                                             investing principally in
                                             the equity securities of
                                             small issuers.

Manning & Napier Equity Portfolio            Seeks long-term growth of
  (MNEP Sub-account)                         capital.

Manning & Napier Bond Portfolio              Seeks to maximize total
  (MNBP Sub-account)                         return in the form of
                                             both income and capital
                                             appreciation by investing
                                             in fixed income
                                             securities without regard
                                             to maturity.

Eligible Fund of SteinRoe Trust and
Variable Account Sub-Account                 Investment Objective

Stein Roe Money Market Fund, Variable        Seeks to provide high
Series  (SRMMF Sub-Account)                  current income from
                                             short-term money market
                                             instruments while
                                             emphasizing preservation
                                             of capital and
                                             maintaining excellent
                                             liquidity.

Transfer of Variable Account Value

You may transfer Variable Account Value from one Sub-account to another Sub-
account.

We may charge a transfer fee and limit the number of transfers that you can
make in a time period.  Transfer limitations may prevent you from making a
transfer on the date you select.  This may result in your Certificate Value
being lower than it would have been if you had been able to make the
transfer.

Limits on Transfers

Currently, we do not limit the number of frequency of transfers.  We do not
charge a transfer fee for each transfer in excess of 12 in each Certificate
Year, except as follows:

     o    We impose a transfer limit of one transfer every thirty days, or
          such other period as we may permit, for transfers on behalf of
          multiple Certificates by a common attorney-in-fact, or transfers
          that are, in our determination, based on the recommendation of a
          common investment adviser or broker/dealer, and

     o    We limit each transfer to a maximum of $500,000, or such greater
          amount as we may permit.  We treat all transfer requests for a
          Certificate made on the same day as a single transfer.  We may
          treat as a single transfer all transfers you request on the same
          day for every Certificate you own.  The total combined transfer
          amount is subject to the $500,000 limitation.  If the total
          amount of the requested transfers exceeds $500,000, we will not
          execute any of the transfers, and

     o    We treat as a single transfer all transfers made on the same day
          on behalf of multiple Certificates by a common attorney-in-fact,
          or transfers that are, in our determination, based on the
          recommendation of a common investment adviser or broker/dealer.
          The $500,000 limitation applies to such transfers.  If the total
          amount of the requested transfers exceeds $500,000, we will not
          execute any of the transfers.

If we have executed a transfer with respect to your Certificate as part of
a multiple transfer request, we will not execute another transfer request
for your Certificate for thirty days.

By applying these limitations we intend to protect the interests of
individuals who do and those who do not engage in significant transfer
activity among Sub-accounts.  We have determined that the actions of
individuals engaging in significant transfer activity may cause an adverse
affect on the performance of the Eligible Fund for the Sub-account
involved.  The movement of values from one Sub-account to another may
prevent the appropriate Eligible Fund from taking advantage of investment
opportunities because the Eligible Fund must maintain a liquid position in
order to handle redemptions.  Such movement may also cause a substantial
increase in fund transaction costs which all Certificate Owners must
indirectly bear.

We will notify you prior to charging any transfer fee or a change in the
limitation on the number of transfers. The fee will not exceed $25.

You must notify us in writing of your transfer requests unless you have
given us written authorization to accept telephone transfer requests from
you or your attorney-in-fact. By authorizing us to accept telephone
transfer instructions, you agree to accept and be bound by our current
conditions and procedures.  The current conditions and procedures are in
Appendix A.  You will be given prior notification of any changes.  A person
acting on your behalf as an attorney-in-fact may make written transfer
requests.

If we receive your transfer requests before 4:00 P.M. Eastern Time, we will
initiate them at the close of business that day. We will initiate any
requests received after that time at the close of the next business day. We
will execute your request to transfer value by both redeeming and acquiring
Accumulation Units on the day we initiate the transfer.

If you transfer 100% of any Sub-account's value, and the allocation formula
for purchase payments on your application includes that Sub-account, the
allocation formula for future purchase payments will automatically change
unless you tell us otherwise.

Substitution of Eligible Funds and Other Variable Account Changes

If shares of any of the Eligible Funds are no longer available for
investment by the Variable Account, or further investment in the shares of
the Eligible Fund is no longer appropriate under the Certificate, we may
add or substitute shares of another Eligible Fund or of another mutual fund
for Eligible Fund shares already purchased or to be purchased in the
future.  Any substitution of securities will comply with the requirements
of the Investment Company Act of 1940.

We also reserve the right to make the following changes in the operation of
the Variable Account and Eligible Funds:

     o    to operate the Variable Account in any form permitted by law;

     o    to take any action necessary to comply with applicable law or
          obtain and continue any exemption from applicable law;

     o    to transfer any assets in any Sub-account to another, or to one
          or more separate investment accounts, or to our general account;

     o    to add, combine or remove Sub-accounts in the Variable Account;
          and

     o    to change how charges are assessed, so long as the total charges
          do not exceed the maximum amount that may be charged to the
          Variable Account and the Eligible Funds in connection with the
          Certificates.

                                DEDUCTIONS

Deductions for Certificate Maintenance Charge

We charge an annual certificate maintenance charge of $35 per Certificate
Year.  Before the Income Date we do not guarantee the amount of the
certificate maintenance charge and may change it.  This charge reimburses
us for our expenses incurred in maintaining your Certificate.

On the Income Date, we will subtract a pro-rata portion of the charge due
on the next Certificate Anniversary from the Variable Account Value.  This
pro-rata charge covers the period from the prior Certificate Anniversary to
the Income Date.  We will deduct the charge proportionally from each Sub-
account based upon the value each Sub-account bears to the Variable Account
Value.

Once annuity payments begin, the certificate maintenance charge is
guaranteed not to increase.  We will subtract this charge in equal parts
from each annuity payment.  For example, if annuity payments are monthly,
then we will deduct one-twelfth of the annual charge from each payment.

Deductions for Mortality and Expense Risk Charge

Variable annuity payments fluctuate depending on the investment performance
of the Sub-accounts.  The payments will not be affected by the mortality
experience (death rate) of persons receiving such payments or of the
general population.  We guarantee the Death Benefits described in "Death
Provisions".  We also assume an expense risk since the certificate
maintenance charge after the Income Date remains the same and does not
change to reflect variations in expenses.

We deduct a mortality and expense risk charge from each Sub-account.  The
mortality and expense risk charge is equal, on an annual basis, to .35% of
the average daily net asset value of each Sub-account.  We deduct the
charge both before and after the Income Date.  We may deduct less than the
full charge from Sub-account values attributable to Certificates issued to
our employees and other persons specified in "Sales of the Certificates".
Additionally, we may, in certain circumstances described in "Sales of the
Certificates" offer to credit additional interest from our general account
to a purchase payment upon receipt as an allowance for future deductions of
the mortality and expense risk charge.

Deductions for Transfers of Variable Account Value

The Certificate allows us to charge a transfer fee.  Currently, we do not
charge such a fee.  We will notify you prior to the imposition of any fee
and the fee will not exceed $25.

Deductions for Premium Taxes

We deduct the amount of any premium taxes required by any state or
governmental entity. Currently, we deduct premium taxes from Certificate
Value upon full surrender, death or annuitization.  The actual amount of
any such premium taxes will depend, among other things, on the type of
Certificate you purchase (Qualified or Non-Qualified), on your state of
residence, the state of residence of the Annuitant, and the insurance tax
laws of such states. For New York Certificates, the current premium tax
rate is 0%.

Deductions for Income Taxes

We will deduct income taxes from any amount payable under the Certificate
that a governmental authority requires us withhold.  See "Income Tax
Withholding".

Total Variable Account Expenses

Total Variable Account expenses you will incur will be the certificate
maintenance charge and the mortality and expense risk charge.

The value of the assets in the Variable Account will reflect the value of
Eligible Fund shares and the deductions and expenses paid out of the assets
of the Eligible Funds.  The prospectus for the Eligible Fund describes
these deductions and expenses.

                              OTHER SERVICES

The Program.  We offer the following investment related program which is
available only prior to the Income Date:

     o  systematic withdrawal program.

This program has its own requirements, as discussed below. We reserve the
right to terminate the program.

If you have submitted a telephone authorization form, you may make certain
changes by telephone. We describe the current conditions and procedures in
Appendix A.

Systematic Withdrawal Program. To the extent permitted by law, if you
enroll in the systematic withdrawal program, we will make monthly,
quarterly, semi-annual or annual distributions of a set dollar amount
directly to you.  We will treat such distributions for federal tax purposes
as any other withdrawal or distribution of Certificate Value.  You may
specify the amount of each partial withdrawal, subject to a minimum of
$100.  You may make systematic withdrawals from any Sub-accounts.

Unless you specify the Sub-account(s) from which you want withdrawals of
Certificate Value made, or if the amount in a specified Sub-account is less
than the predetermined amount, we will make withdrawals under the program
in the manner specified for partial withdrawals in "Partial Withdrawals and
Surrender."  We will process all Sub-account withdrawals under the program
by canceling the number of Accumulation Units equal in value to the amount
to be distributed to you.

                             THE CERTIFICATES

Variable Account Value

The Variable Account Value for a Certificate is the sum of the value of
each Sub-account where you have allocated values.  We determine the value
of each Sub-account at any time by multiplying the number of Accumulation
Units attributable to that Sub-account by its Accumulation Unit value.

Each purchase payment you make results in the credit of additional
Accumulation Units to your Certificate and the appropriate Sub-account. 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

We determine the value of the Variable Account each valuation period using
the net asset value of the Eligible Fund shares. A valuation period is the
period beginning at 4:00 P.M. (EST) which is the close of trading on the
New York Stock Exchange and ending at the close of trading for the next
business day.  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

Your Variable Account Value will fluctuate with the investment results of
the underlying Eligible Funds you have selected. In order to determine how
these fluctuations affect value, we use an Accumulation Unit value. Each
Sub-account has its own Accumulation Units and value per unit. We determine
the unit value applicable during any valuation period at the end of that
period.

When we first purchased Eligible Fund shares on behalf of the Variable
Account, we 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. We calculate a net investment factor for each Sub-account
according to the following formula (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 the Eligible Fund made
          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 daily mortality and
          expense risk charge; plus

     (ii) a charge factor for any tax provision established by us as a
          result of the operations of that Sub-account.

Modification of the Certificate

Only our President or Secretary may agree to alter the Certificate or waive
any of its terms.  A change may be made to the Certificate if there have
been changes in applicable law or interpretation of law.  Any changes will
be made in writing and with your consent, except as may be required by
applicable law.

Right to Revoke

You may return the Certificate within 10 days after you receive it by
delivering or mailing it to us or Manning & Napier Insurance Fund, Inc.,
P.O. Box 40610, Rochester, New York, 14604.  The postmark on a properly
addressed and postage-prepaid envelope determines if a Certificate is
returned within the period.  We will treat the returned Certificate as if
we never issued it and we will refund the Certificate Value.

              DEATH PROVISIONS FOR NON-QUALIFIED CERTIFICATES

Death of Primary Owner, Joint Owner or Certain Non-Owner Annuitant. If
while the Certificate is In Force, you or any Joint Certificate Owner dies,
or if the Annuitant dies when a non-natural person (such as a trust) owns
the Certificate, we will treat the Designated Beneficiary as the
Certificate Owner after such a death.

If the decedent's surviving spouse is the sole Designated Beneficiary, he
or she will automatically become the new sole primary Certificate Owner as
of the decedent's date of death.  If the decedent was the Annuitant, the
new Annuitant will be any living contingent annuitant, otherwise the
surviving spouse.  The Certificate can stay In Force until another death
occurs.  Except for this paragraph, all of "Death Provisions" will apply to
that subsequent death.

In all other cases, the Certificate may remain In Force for a period not to
exceed 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, we will automatically
end it by paying the Certificate Value to the Designated Beneficiary.  If
the Designated Beneficiary is not then alive, we will pay any person(s)
named by the Designated Beneficiary in writing; otherwise we will pay the
Designated Beneficiary's estate.

The Covered Person under this paragraph shall be the decedent if he or she
is the first to die among you, any joint Certificate Owner or Annuitant.
If there is a non-natural Certificate Owner such as a trust, the Annuitant
shall be the Covered Person.

Upon the death of the Covered Person, we will increase the Certificate
Value so that it equals the death benefit amount if it is less than the
death benefit amount ("DBA").  The DBA at issue is the initial purchase
payment.  Thereafter, it is the prior death benefit plus any additional
purchase payments, less any partial withdrawals, and any applicable
surrender charges.

When we receive due proof of the Covered Person's death, we will compare,
as of the date of death, the Certificate Value and the DBA.  If the
Certificate Value was less than the DBA, we 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 we receive due proof of death.

We allocate the amount credited, if any, to the Variable Account based on
the purchase payment allocation selection in effect when we receive due
proof of death.  If the Designated Beneficiary does not surrender the
Certificate, it will continue for the time period specified above.

Payment of Benefits. Instead of receiving a lump sum, you or any Designated
Beneficiary may direct us in writing to pay any benefit of $5,000 or more
under an annuity payment option that meets the following:

     o    the first payment to the Designated Beneficiary must be made no
          later than one year after the date of death;

     o    payments must be made over the life of the Designated Beneficiary
          or over a period not extending beyond that person's life
          expectancy; and

     o    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 during which the
          remaining payments are to be made.

Death of Certain Non-Certificate Owner Annuitant. These provisions apply
if, while the Certificate is In Force, the Annuitant dies, the Annuitant is
not the Certificate Owner or a joint Certificate Owner and 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 you. If the Annuitant dies before you and any joint
Certificate Owner, then the Annuitant is the Covered Person and we will
increase the Certificate Value, as provided below, if it is less than the
DBA, as defined above.

When we receive due proof of the Annuitant's death, we will compare, as of
the date of death, the Certificate Value and the DBA.  If the Certificate
Value is less than the DBA, we will increase the Certificate Value by 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 we receive due proof of death. We allocate the amount credited, if
any, to the Variable Account based on the purchase payment allocation
selection in effect when we receive due proof of death.

                DEATH PROVISIONS FOR QUALIFIED CERTIFICATES

Death of Annuitant. If the Annuitant dies while the Certificate is In
Force, the Designated Beneficiary will control the Certificate.  We will
increase the Certificate Value, as provided below, if it is less than the
DBA as defined above. When we receive due proof of the Annuitant's death,
we will compare, as of the date of death, the Certificate Value to the DBA.
If the Certificate Value was less than the DBA, we 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 we receive due proof of
death. We will allocate the amount credited, if any, to the Variable
Account based on the purchase payment allocation selection in effect when
we receive due proof of death.

If the Designated Beneficiary does not surrender the Certificate, 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, we will
automatically end it then by paying the Certificate Withdrawal Value to the
Designated Beneficiary. If the Designated Beneficiary is not alive then, we
will pay any person(s) named by the Designated Beneficiary in writing;
otherwise we will pay the Designated Beneficiary's estate.

Payment of Benefits.  You or any Designated Beneficiary may direct us in
writing to pay any benefit of $5,000 or more under an annuity payment
option that meets the following:

     o    the first payment to the Designated Beneficiary must be made no
          later than one year after the date of death;

     o    payments must be made over the life of the Designated Beneficiary
          or over a period not extending beyond that person's life
          expectancy; and

     o    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 and
you may exercise all the rights of the Certificate. Joint Certificate
Owners are permitted.  Contingent Certificate Owners are not permitted.

You may direct us in writing to change the Certificate Owner, primary
beneficiary, contingent beneficiary or contingent annuitant. An irrevocably-
named person may be changed only with the written consent of that person.

Because a change of Certificate Owner by means of a gift may be a taxable
event, you 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.
You should consult the plan administrator and a competent tax adviser as to
the tax consequences resulting from such a transfer.

                                ASSIGNMENT

You may assign the Certificate at any time.  You must file a copy of any
assignment with us.  Your rights and those of any revocably-named person
will be subject to the assignment.  A Qualified Certificate may have
limitations on your ability to assign the Certificate.

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

                     PARTIAL WITHDRAWALS AND SURRENDER

You may make partial withdrawals from the Certificate by notifying us in
writing. The minimum withdrawal amount is $300. We may permit a lesser
amount with the systematic withdrawal program. If the Certificate Value
after a partial withdrawal would be below $2,500, we will treat the request
as a withdrawal of only the amount over $2,500. Unless you specify
otherwise, we will deduct the total amount withdrawn 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.

You may totally surrender the Certificate by notifying us in writing.
Surrendering the Certificate will end it. Upon surrender, you will receive
the Certificate Withdrawal Value.

We will pay the amount of any surrender within seven days of receipt of
your request. Alternatively, you may purchase for yourself an annuity
payment option with any surrender benefit of at least $5,000.  If the
Certificate Owner is not a natural person, we must consent to the selection
of an annuity payment option.

You may not surrender annuity options based on life contingencies after
annuity payments have begun. You may surrender Option A, described in
"Annuity Options" below, which is not based on life contingencies, if you
have selected a variable payout.

Because of the potential tax consequences of a full or partial surrender,
you 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, we will begin payments under the annuity option or options you have
chosen.  We determine the amount of the payments on the Income Date by:
applying the payments to the option you choose for your Certificate Value
and subtracting any premium taxes not previously deducted and any
applicable certificate maintenance charge.

Annuity Option and Income Date

You may select an Annuity Option and Income Date at the time of
application.  If you do not select an Annuity Option, we automatically
choose Option B.  If you do not select an Income Date for the Annuitant,
the Income Date will automatically be the earlier of:

     o    the later of the Annuitant's 90th birthday and the 10th
          Certificate Anniversary, and

     o    any maximum date permitted under state law.

Change in Annuity Option and Income Date

You may choose or change an Annuity Option or the Income Date by writing us
at least 30 days before the Income Date.  However, any Income Date must be:

     o    for fixed annuity options, not earlier than the first Certificate
          Anniversary; and

     o    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.

You may arrange other options if we agree.  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 our general account. Variable annuity payments
will fluctuate. Fixed annuity payments will not fluctuate.  We will
determine the dollar amount of each fixed annuity payment by:

     o    deducting from the Certificate Value any premium taxes not
          previously deducted and any applicable certificate maintenance
          charge;
     o    then dividing the remainder by $1,000 and
     o    multiplying the result by the greater of:
          (i)  the applicable factor shown in the appropriate table in the
               Certificate; or
          (ii) the factor we currently offer at the time annuity payments
               begin.

We may base this current factor on the sex of the payee unless we are
prohibited by law from doing so.

If you do not select an Annuity Option we will automatically apply
Option B.  Unless you choose otherwise, we will apply Variable Account
Value, (less any premium taxes not previously deducted and less any
applicable certificate maintenance charge) to a variable annuity option.

The same amount applied to a variable option and a fixed option will
produce a different initial annuity payment and different subsequent
payments.

The payee is the person who will receive the sum payable under a payment
option. Any payment 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 under any variable or fixed option is less than
$5,000, we reserve the right to pay such amount in one sum to the payee in
lieu of the payment otherwise provided for.

We will make annuity payments monthly unless you have requested in writing
quarterly, semi-annual or annual payments. However, if any payment would be
less than $100, we have the right to reduce the frequency of payments to a
period that will result in each payment being at least $100.

Option A: Income For a Fixed Number of Years.   We will pay an annuity for
a chosen number of years, not less than 5 nor more than 50.  You may choose
a period of years over 30 only if it does not exceed the difference between
age 100 and the Annuitant's age on the date of the first payment. We refer
to Option A as Preferred Income Plan (PIP). At any time while we are making
variable annuity payments, the payee may elect to receive the following
amount: 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 at the time you chose Option A you
selected 3% per year in writing). Instead of receiving a lump sum, the
payee may elect another payment option.

If, at the death of the payee, Option A payments have been made for fewer
than the chosen number of years:

     o    we will continue payments during the remainder of the period to
          the successor payee; or

     o    the 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 the
          payee chose 3% per year 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 we have no
mortality risk during this period.

You may choose a "level monthly" payment option for variable payments under
Option A. Under this option, we convert your annual payment into twelve
equal monthly payments.  Thus the monthly payment amount changes annually
instead of monthly.  We will determine each annual payment as described
below in "Variable Annuity Payment Values", place each annual payment in
our general account, and distribute it in twelve equal monthly payments.
The sum of the twelve monthly payments will exceed the annual payment
amount because of an interest rate factor we use, which will vary from year
to year. If the payments are commuted, (1) we will use the commutation
method described above for calculating the present value of remaining
annual payments and (2) use the interest rate that determined the current
twelve monthly payments to commute any unpaid monthly payments.

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

Option B: Life Income with 10 Years of Payments Guaranteed. We 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:

     o    we will continue payments during the remainder of the period to
          the successor payee; or

     o    such 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 the
          payee had chosen 3% per year at the time the option was selected.

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

Option C: Joint and Last Survivor Income. We 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

We determine the amount of the first variable annuity payment by using an
annuity purchase rate based on an assumed annual investment return of 5%
per year, unless you choose 3% in writing. 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:

     o    the sum of all Sub-account payments; less

     o    the pro-rata amount of the annual certificate maintenance charge.

Currently, there is no limit on the number of times or the frequency with
which a payee may instruct us to change the Sub-account(s) used to
determine the amount of the variable annuity payments.

Proof of Age, Sex, and Survival of Annuitant

We 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, we
will compute the amount payable based on the correct age and sex. If income
payments have begun, we will pay in full any underpayments with the next
annuity payment and deduct any overpayments, unless repaid in one sum, from
future annuity payments until we are repaid in full.

                          SUSPENSION OF PAYMENTS

We reserve the right to suspend or postpone any type of payment from the
Variable Account for any period when:

     o    the New York Stock Exchange is closed other than customary
          weekend or holiday closings;

     o    trading on the Exchange is restricted;

     o    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

     o    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 two conditions described above
          exist.

                             YEAR 2000 MATTERS

We have been addressing Year 2000 matters since late 1995. We have
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. We
have been and are continuing to make such changes in existing systems as we
believe necessary, targeting December 31, 1999 as the expected completion
date. We have established Year 2000 compliance standards for all new
internal systems. We intend to provide uninterrupted service to all of our
policyholders and customers through and beyond 2000.

We believe that the timetable for implementing any required changes will be
met and that the Year 2000 issue will not pose significant operational
problems for our computer systems.

We do not expect the cost of addressing the Year 2000 issue will be
material to our financial condition or results of operations.

                                TAX STATUS

Introduction

This discussion is general in nature and is not intended as tax advice.
Each person concerned should consult a competent tax adviser. We make no
attempt to consider any applicable state or other tax laws. Moreover, this
discussion is based upon our understanding of current federal income tax
laws as they are currently interpreted. We make no representation regarding
the likelihood of continuation of those current federal income tax laws or
of the current interpretations by the Internal Revenue Service.

The Certificate is 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 you purchase the Certificate and upon the tax
and employment status of the individual concerned.

Taxation of Annuities in General

Section 72 of the Code governs taxation of annuities in general. There are
no income taxes on increases in the value of a Certificate until a
distribution occurs, in the form of a full surrender, a partial surrender,
an assignment or gift of the Certificate, or annuity payments.  A trust or
other entity owning a Non-Qualified Certificate, other than as an agent for
an individual, is taxed differently; increases in the value of a
Certificate are taxed yearly whether or not a distribution occurs.

Surrenders, Assignments and Gifts.  If you fully surrender your
Certificate, the portion of the payment that exceeds your cost basis in the
Certificate is subject to tax as ordinary income. For Non-Qualified
Certificates, the cost basis is generally the amount of the purchase
payments made for the Certificate.  For Qualified Certificates, the cost
basis is generally zero and the taxable portion of the surrender payment is
generally taxed as ordinary income subject to special 5-year income
averaging for lump-sum distributions received before January 1, 2000.  A
Designated Beneficiary receiving a lump sum surrender benefit after your
death or the death of the Annuitant is taxed on the portion of the amount
that exceeds your 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 you.  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.

If you assign or pledge a Non-Qualified Certificate, you will be treated as
if you had received the amount assigned or pledged.  You will be subject to
taxation under the rules applicable to partial withdrawals or surrenders.
If you give away your Certificate to anyone other than your spouse, you are
treated for income tax purposes as if you had fully surrendered the
Certificate.

A special computational rule applies if we issue to you, during any
calendar year, two or more Certificates, or one or more Certificates and
one or more of our other annuity contracts. Under this rule, the amount of
any distribution includable in your gross income is determined under
Section 72(e) of the Code. All of the contracts will be treated as one
contract.  We believe this means the amount of any distribution under any
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 each contract's cost basis.

Annuity Payments.  We determine the non-taxable portion of each variable
annuity payment by dividing the cost basis of your values by the total
number of expected payments.  We determine the non-taxable portion of each
fixed annuity payment with an "exclusion ratio" formula which establishes
the ratio that the cost basis of your values allocated to fixed payments
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 our 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 you, 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 the following
amounts received:

     o    after the taxpayer attains age 59-1/2;

     o    in a series of substantially equal payments made for life or life
          expectancy;

     o    after the death of the Certificate Owner (or, where the
          Certificate Owner is not a human being, after the death of the
          Annuitant);

     o    if the taxpayer becomes totally and permanently disabled; or

     o    under a Non-Qualified Certificate's annuity payment option that
          provides for a series of substantially equal payments; provided
          only that one purchase payment is made to the Certificate, that
          the Certificate is not issued as a result of a Section 1035
          exchange, and that the first annuity payment begins in the first
          Certificate Year.

Income Tax Withholding.  We are required to withhold federal income taxes
on taxable amounts paid under Certificates unless the recipient elects not
to have withholding apply.  We will notify recipients of their right to
elect not to have withholding apply.

Section 1035 Exchanges.  You may purchase a Non-Qualified Certificate 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 our understanding that in such an event:

     o    the new Certificate will be subject to the distribution-at-death
          rules described in "Death Provisions for Non-Qualified
          Certificates";

     o    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

     o    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.

We base our understanding of the above principally 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 intend 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 will not be
treated as an annuity contract.  As a consequence, income earned on a
Certificate would be taxable to you in the year in which diversification
requirements were not satisfied, including previously non-taxable income
earned in prior years.  As a further consequence, we 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 your
control of the investments of a segregated asset account may cause you,
rather than us, to be treated as the owner of the assets of the account.
The regulations could impose requirements that are not reflected in the
Certificate.  We, however, have reserved certain rights to alter the
Certificate and investment alternatives so as to comply with such
regulations.  Since no regulations have 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, you are urged
to consult your tax adviser.

Qualified Plans

The Certificate is for use with Qualified Plans.  The tax rules applicable
to participants in Qualified Plans vary according to the type of plan and
the terms and conditions of the plan itself.  Therefore, we do not attempt
to provide more than general information about the use of the Certificate
with Qualified Plans.  Participants under a Qualified Plan as well as
Certificate Owners, Annuitants, and Designated Beneficiaries are cautioned
that the rights of any person to any benefits under a Qualified Plan may be
subject to the terms and conditions of the plan regardless of the terms and
conditions of the Certificate issued in connection therewith.  Following is
a brief description of the type of Qualified Plans and of the use of the
Certificate in connection with them. 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.

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 to contribute, 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.

                    VARIABLE ACCOUNT VOTING PRIVILEGES

In accordance with our view of present applicable law, we 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. We will vote shares for which we have not received
instructions in the same proportion as we vote shares for which we have
received instructions.

However, if the Investment Company Act of 1940 or any regulation thereunder
should be amended or if the present interpretation should change, and as a
result we determine that we are permitted to vote the shares of the
Eligible Funds in our own right, we may elect to do so.

You have the voting interest under a Certificate prior to the Income Date.
The number of shares held in each Sub-account which are attributable to you
is determined by dividing your Variable Account Value in each Sub-account
by the net asset value of the applicable share of the Eligible Fund. The
payee has the voting interest after the Income Date under an annuity
payment option. 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.

We will determine the number of shares in which a person has a voting
interest as of the date established by the respective Eligible Fund for
determining shareholders eligible to vote at the meeting of the Fund.  We
will solicit voting instructions in writing prior to such meeting in
accordance with the procedures established by the Eligible Fund.

Each person having a 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.

                         SALES OF THE CERTIFICATES

Keyport Financial Services Corp. ("KFSC"), an affiliate, serves as the
principal underwriter for the Certificate described in this prospectus.
Salespersons who represent us, as variable annuity agents will sell the
Certificates.  Such salespersons are also 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. A dealer selling
the Certificate receives no commission.

                             LEGAL PROCEEDINGS

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

                      INQUIRIES BY CERTIFICATE OWNERS

You may write us with questions about your Certificate at 125 High Street,
Boston, MA 02110, or call (800) 367-3653 or write Manning & Napier
Insurance Fund, Inc. at P.O. Box 40610 Rochester, New York 14604 or call
(800) 466-3863.

           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
  Yields for Stein Roe Money Market Fund (SRMMF) Sub-account   5
Financial Statements                                           6
  Variable Account J                                           7
  Liberty Life Assurance Company of Boston                     28


<PAGE>
                                APPENDIX A

                          TELEPHONE INSTRUCTIONS

Telephone Transfers of Certificate Values

1.    If there are joint Certificate Owners, both must authorize us and
Manning & Napier Insurance Fund, Inc. ("Manning & Napier Insurance Fund")
to accept telephone instructions but either Certificate Owner may give us
telephone instructions.

2.    All callers must identify themselves.  We reserve the right to refuse
to act upon any telephone instructions in cases where the caller has not
sufficiently identified himself/herself to our or Manning & Napier
Insurance Fund's satisfaction.

3. Neither we, Manning & Napier Insurance Fund, nor any person acting on
our or its behalf shall be subject to any claim, loss, liability, cost or
expense if we or such person acted in good faith upon a telephone
instruction, including one that is unauthorized or fraudulent.  However, we
and/or Manning & Napier Insurance Fund will employ reasonable procedures to
confirm that a telephone instruction is genuine and, if we and/or Manning &
Napier Insurance Fund does not, we and/or Manning & Napier Insurance Fund
may be liable for losses due to an unauthorized or fraudulent instruction.
You thus bear the risk that an unauthorized or fraudulent instruction
executed may cause your Certificate Value to be lower than it would be had
no instruction been executed.

4. We record all conversations with disclosure at the time of the call.

5. The application for the Certificate may allow  you to create a power of
attorney by authorizing another person to give telephone instructions.
Unless prohibited by state law, we will treat such power as durable in
nature and it shall not be affected by your subsequent incapacity,
disability or incompetency.  Either we, Manning & Napier Insurance Fund or
the authorized person may cease to honor the power by sending written
notice to you at your last known address.  Neither we, Manning & Napier
Insurance Fund nor any person acting on our 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:

    o    we and/or Manning & Napier Insurance Fund receive your written
         revocation,
    o    we and/or Manning & Napier Insurance Fund discontinues the
         privilege, or
    o    we and/or Manning & Napier Insurance Fund receives written
         evidence that you have entered into a market timing or asset
         allocation agreement with an investment adviser or with a
         broker/dealer.

7. If we receive telephone transfer instructions at 800-367-3653 and/or
Manning & Napier Insurance Fund at (800) 466-3863 before the 4:00 P.M.
Eastern Time close of trading on the New York Stock Exchange they 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 we and/or Manning & Napier Insurance Fund accept instructions, they
may not be canceled.

9. You must make all transfers in accordance with the terms of the
Certificate and current prospectus. If your transfer instructions are not
in good order, we and/or Manning & Napier Insurance Fund will not execute
the transfer and will notify the caller within 48 hours.

10. If you transfer 100% of any Sub-account's value and the allocation
formula for purchase payments includes that Sub-account, then we will
change the allocation formula for future purchase payments accordingly
unless we receive telephone instructions to the contrary. For example, if
the allocation formula is 50% to Sub-account A and 50% to Sub-account B and
you transfer all of Sub-account A's value to Sub-account B we will change
the allocation formula to 100% to Sub-account B unless you instruct us
otherwise.

    


Telephone Changes to Purchase Payment Allocation Percentages

Numbers 1-6 above are applicable.

<PAGE>

                              Distributed by:
                                     
                     Keyport Financial Services Corp.
                  125 High Street, Boston, MA 02110-2712
                                     
                                Issued by:
                 Liberty Life Assurance Company of Boston
                   175 Berkeley Street, Boston, MA 02117
                                     
                        Liberty Life Service Office
                  125 High Street, Boston, MA 02110-2712
                                     
                                     

[ ] Yes.  I would like to receive the New York Manning & Napier Variable
Annuity Statement of Additional Information.

[ ] Yes.  I would like to receive the Manning & Napier Insurance Fund, Inc.
Statement of Additional Information.

[ ]  Yes.  I would like to receive the SteinRoe Variable Investment Trust
Statement of Additional Information.


Name

Address

City, State Zip

<PAGE>

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

LIBERTY LIFE SERVICE OFFICE
125 HIGH STREET
BOSTON, MA 02110-9773

NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES.










<PAGE>



                                  PART B

<PAGE>
                    STATEMENT OF ADDITIONAL INFORMATION
                                     
                      GROUP FLEXIBLE PURCHASE PAYMENT
                    DEFERRED VARIABLE ANNUITY CONTRACT
                                 ISSUED BY
                            VARIABLE ACCOUNT J
                                    OF
         LIBERTY LIFE ASSURANCE COMPANY OF BOSTON ("Liberty Life")
                                     


   

This  Statement of Additional Information (SAI) is not a prospectus but  it
relates  to, and should be read in conjunction with, the Manning  &  Napier
variable  annuity prospectus dated May 3, 1999. The SAI is incorporated  by
reference  into the prospectus. The prospectus is available, at no  charge,
by  writing Keyport Financial Services Corp. at 125 High Street, Boston, MA
02110  or  by  calling (800) 437-4466. It may also be obtained  by  writing
Manning  &  Napier Insurance Fund, Inc. at P.O. Box 40610,  Rochester,  New
York 14604, or by calling (800) 466-3868.
    


                             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
   
  Yields for Stein Roe Money Market Fund (SRMMF) Sub-Account.........5
Financial Statements.................................................6
  Variable Account J.................................................7
  Liberty Life Assurance Company of Boston...........................28


The date of this statement of additional information is May 3, 1999.
    


<PAGE>
                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
   

Liberty Mutual Insurance Company ("Liberty Mutual") and Liberty Mutual Fire
Insurance  Company  ("Liberty  Mutual Fire")  are  the  ultimate  corporate
parents  of Liberty Life. Liberty Mutual and Liberty Mutual Fire ultimately
control  Liberty  Life  through the following intervening  holding  company
subsidiary:  Liberty Mutual Property-Casualty Holding Corporation.  Liberty
Mutual  Insurance Company is a multi-line insurance company. For additional
information about Liberty Life, see page 9 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; 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 6 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 10% 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.

<PAGE>

                           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  Certificates,  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, 1998 and 1997, and for each of the three years in the  period
ended  December  31,  1998  and the financial statements  of  Liberty  Life
Assurance Company of Boston-Variable Account J at December 31, 1998 and for
each  of the two years in the period ended December 31, 1998, 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.

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

Yields for Stein Roe Money Market Fund (SRMMF) Sub-Account

Yield  and  effective  yield  percentages for  the  SRMMF  Sub-Account  are
calculated  using  the  method prescribed by the  Securities  and  Exchange
Commission.   Both yields reflect the deduction of the annual 0.35%  asset-
based Certificate charge.  Both yields also reflect, on an allocated basis,
the  Certificate's annual $35 Certificate Maintenance Charge.  Both  yields
do  not  reflect premium tax charges.  The yields would be lower  if  these
charges were included.  The following are the standardized formulas:

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

Effective Yield Equals:   (A - B)365/7 - 1
                             C

Where:

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

B =  hypothetical Certificate Maintenance Charge for the 7-day period. The
     assumed annual SRMMF Sub-Account charge is equal to the $35 Certificate
     charge multiplied by a fraction equal to the average number of
     Certificates with SRMMF 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 SRMMF Sub-Account Accumulation Unit during the 7-day period
     divided by the average Certificate Value in SRMMF 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 SRMMF Sub-Account will continue over an entire year.  The
effective  yield formula also annualizes seven days of net  income  but  it
assumes  that the net income is reinvested over the year.  This compounding
effect causes effective yield to be higher than the yield.
   

For  the  7-day  period ended 12/31/98 the yield for the  Stein  Roe  Money
Market Sub-Account was 3.46% and the effective yield was 3.52%.
    

                           FINANCIAL STATEMENTS

The  financial  statements of the Variable Account  and  Liberty  Life  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.

<PAGE>
   





                      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, 1998 and the related statement of operations and  changes  in
net  assets  for the year ended December 31, 1998 and 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 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 - Variable Account J at December 31, 1998 and the results
of its operations and changes in net assets for the year ended December 31,
1998 and 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 12, 1999


<PAGE>
       LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -VARIABLE ACCOUNT J
                    Statement of Assets and Liabilities
                   For the Year Ended December 31, 1998

Assets
 Investments at market value:
  Alger American Fund
   Alger American Growth Portfolio - 41,407 shares
    (cost $1,888,653)                                     $   2,203,679
   Alger American Small Capitalization Portfolio -
    28,209 shares (cost $1,142,599)                           1,240,958

  Alliance Variable Products Series Fund, Inc.
   Alliance Global Bond Portfolio - 62,532 shares
    (cost $727,881)                                             776,647
   Alliance Premier Growth Portfolio - 168,059
    shares (cost $4,400,815)                                  5,215,828

  MFS Variable Insurance Trust
   MFS Emerging Growth Series - 118,452 shares
    (cost $2,164,266)                                         2,543,170
   MFS Research Series - 158,834 shares (cost $2,745,430)     3,025,781

  SteinRoe Variable Investment Trust
   SteinRoe Money Market Fund - 4,272,757 shares
    (cost $4,272,757)                                         4,272,757
   SteinRoe Special Venture Fund - 29,404 shares
    (cost $437,900)                                             400,476
   SteinRoe Balanced Fund - 317,135 shares
    (cost $5,106,764)                                         5,434,417
   SteinRoe Mortgage Securities Fund - 191,869 shares
    (cost $2,029,296)                                         2,072,311
   SteinRoe Growth Stock Fund - 50,758 shares
    (cost $1,966,920)                                         2,209,485

  Liberty Variable Investment Trust
   Colonial Growth and Income Fund - 397,694 shares
    (cost $6,470,245)                                         6,518,207
   SteinRoe Global Utilities Fund - 123,083 shares
    (cost $1,590,880)                                         1,693,615
   Colonial International Fund for Growth - 984,750
    shares (cost $1,912,508)                                  1,969,500
   Colonial U.S. Stock Fund - 316,823 shares
    (cost $5,730,503)                                         5,953,015
   Colonial Strategic Income Fund - 544,958 shares
    (cost $6,269,709)                                         6,038,139
   Liberty All Star Equity Fund - 140,714 shares
    (cost $1,560,563)                                         1,674,491
   Newport Tiger Fund - 194,487 shares (cost $271,844)          305,345

      Total assets                                           53,547,821

Liabilities
 Due to Liberty Life Assurance Company (Note 2)                 (11,784)

      Net assets                                          $  53,536,037

       LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -VARIABLE ACCOUNT J
              Statement of Assets and Liabilities (continued)
                   For the Year Ended December 31, 1998


Net assets
  Variable annuity contracts (Note 5)                     $  49,598,750
  Annuity reserves (Note 2)                                   3,937,287

      Net assets                                          $  53,536,037

                          See accompanying notes.

<PAGE>
       LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -VARIABLE ACCOUNT J
             Statement of Operations and Changes in Net Assets
           For the Year Ended December 31, 1998 and Period From
    November 15, 1997 (commencement of operations) to December 31, 1997


                            Alger American         Alger American Small
                           Growth Portfolio      Capitalization Portfolio
                           1998        1997         1998         1997
Income
 Dividends             $     55,643 $         -  $    33,757 $         -
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                     11,534           28       6,964            9
Net investment income
 (expense)                   44,109          (28)     26,793           (9)
Realized gain (loss)         (1,019)          -         (578)         (34)
Unrealized appreciation
 (depreciation) during
 the period                 314,898          129      97,946          412
Net increase (decrease)
 in net assets from
 operations                 357,988          101     124,161          369

Purchase payments from
 contract owners            984,977       12,703     575,785       27,652
Transfers between
 accounts                 1,011,858       (6,932)    533,712        4,037
Contract terminations
 and annuity payouts       (169,324)         (70)    (26,024)          -
Other transfers (to)
 from Liberty Life
 Assurance Company               -        12,378          -         1,266
Net increase (decrease)
 in net assets from
 contract transactions    1,827,511       18,079   1,083,473       32,955

Net assets at
 beginning of period         18,180           -       33,324           -

Net assets at end of
 period                $  2,203,679 $     18,180 $ 1,240,958 $     33,324

                          See accompanying notes.

<PAGE>
       LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -VARIABLE ACCOUNT J
             Statement of Operations and Changes in Net Assets
           For the Year Ended December 31, 1998 and Period From
    November 15, 1997 (commencement of operations) to December 31, 1997

                            Alliance Global        Alliance Premier
                            Bond Portfolio         Growth Portfolio
                           1998        1997        1998         1997
Income
 Dividends             $     5,233 $        -  $     1,690 $         -
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                     4,501          57      28,419           16
 Net investment income
 (expense)                     732         (57)    (26,729)         (16)
 Realized gain (loss)          232        (151)     10,349          (22)
Unrealized appreciation
 (depreciation) during
 the period                 48,733          33     849,630          487
Net increase (decrease)
 in net assets from
 operations                 49,697        (175)    833,250          449

Purchase payments from
 contract owners           404,683      49,317   3,403,242       27,912
Transfers between
 accounts                  342,562      (3,365)  1,571,872        5,715
Contract terminations
 and annuity payouts       (65,156)       (418)   (627,897)          -
Other transfers (to)
 from Liberty Life
 Assurance Company              -         (498)         -         1,285
Net increase (decrease)
 in net assets from
 contract transactions     682,089      45,036   4,347,217       34,912

Net assets at
 beginning of period        44,861          -       35,361           -

Net assets at end of
 period                $   776,647 $    44,861 $ 5,215,828 $     35,361

                          See accompanying notes.

<PAGE>
       LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -VARIABLE ACCOUNT J
             Statement of Operations and Changes in Net Assets
           For the Year Ended December 31, 1998 and Period From
    November 15, 1997 (commencement of operations) to December 31, 1997

                             MFS Emerging
                             Growth Series       MFS Research Series
                           1998        1997       1998        1997
Income
 Dividends             $     2,211 $        -  $     7,904 $        -
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                    14,633          67      16,976          82
Net investment income
 (expense)                 (12,422)        (67)     (9,072)        (82)
Realized gain (loss)        20,003           4      11,833          -
Unrealized appreciation
 (depreciation) during
 the period                379,198        (294)    280,549        (197)
Net increase (decrease)
 in net assets from
 operations                386,779        (357)    283,310        (279)

Purchase payments from
 contract owners         1,393,188      41,404   1,318,459      56,210
Transfers between
 accounts                1,004,821       8,592   1,709,257      12,414
Contract terminations
 and annuity payouts      (295,624)       (304)   (353,044)       (198)
Other transfers (to)
 from Liberty Life
 Assurance Company              -        4,671          -         (348)
Net increase (decrease)
 in net assets from
 contract transactions   2,102,385      54,363   2,674,672      68,078

Net assets at
 beginning of period        54,006          -       67,799          -

Net assets at end
 of period             $ 2,543,170 $    54,006 $ 3,025,781 $    67,799

                          See accompanying notes.

<PAGE>
       LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -VARIABLE ACCOUNT J
             Statement of Operations and Changes in Net Assets
           For the Year Ended December 31, 1998 and Period From
    November 15, 1997 (commencement of operations) to December 31, 1997

                              SteinRoe                 SteinRoe
                          Money Market Fund      Special Venture Fund
                           1998        1997        1998        1997
Income
 Dividends             $     40,252 $        -  $     4,586 $         -
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                     11,246          71       2,596           49
Net investment income
 (expense)                   29,006         (71)      1,990          (49)
Realized gain (loss)             -           -           75           -
Unrealized appreciation
 (depreciation) during
 the period                      -           -      (35,949)      (1,474)
Net increase (decrease)
 in net assets from
 operations                  29,006         (71)    (33,884)      (1,523)

Purchase payments from
 contract owners          1,663,036     103,387     190,661       41,370
Transfers between
 accounts                 2,986,408      (8,263)    209,901        3,340
Contract terminations
 and annuity payouts       (454,851)    (37,992)     (9,202)        (182)
Other transfers (to)
 from Liberty Life
 Assurance Company           (8,667)     (7,903)         -            (5)
Net increase (decrease)
 in net assets from
 contract transactions    4,185,926      49,229     391,360       44,523

Net assets at
 beginning of period         49,158          -       43,000           -

Net assets at end
 of period             $  4,264,090 $    49,158 $   400,476 $     43,000

                          See accompanying notes.

<PAGE>
       LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -VARIABLE ACCOUNT J
             Statement of Operations and Changes in Net Assets
           For the Year Ended December 31, 1998 and Period From
    November 15, 1997 (commencement of operations) to December 31, 1997

                                                   SteinRoe Mortgage
                        SteinRoe Balanced Fund      Securities Fund
                           1998        1997        1998         1997
Income
 Dividends             $    12,246 $        -  $     8,022 $          -
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                    29,674          55      10,960           185
Net investment income
 (expense)                 (17,428)        (55)     (2,938)         (185)
Realized gain (loss)         9,858          10         529           967
Unrealized appreciation
 (depreciation) during
 the period                326,423         689      40,473           502
Net increase (decrease)
 in net assets from
 operations                318,853         644      38,064         1,284

Purchase payments from
 contract owners         3,784,819      59,401     709,094       199,689
Transfers between
 accounts                2,100,061       3,109   1,397,349         6,396
Contract terminations
 and annuity payouts      (834,291)       (202)   (140,437)     (138,900)
Other transfers (to)
 from Liberty Life
 Assurance Company              -        2,023          -           (228)
Net increase (decrease)
 in net assets from
 contract transactions   5,050,589      64,331   1,966,006        66,957

Net assets at
 beginning of period        64,975          -       68,241            -

Net assets at end
 of period             $ 5,434,417 $    64,975 $ 2,072,311 $      68,241

                          See accompanying notes.

<PAGE>
       LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -VARIABLE ACCOUNT J
             Statement of Operations and Changes in Net Assets
           For the Year Ended December 31, 1998 and Period From
    November 15, 1997 (commencement of operations) to December 31, 1997

                           SteinRoe Growth         Colonial Growth
                              Stock Fund           and Income Fund
                           1998       1997         1998        1997
Income
 Dividends             $     4,682 $        -  $   244,712 $    14,445
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                    13,677          31      34,364         142
Net investment income
 (expense)                  (8,995)        (31)    210,348      14,303
Realized gain (loss)        20,945          -         (350)         32
Unrealized appreciation
 (depreciation) during
 the period                241,512       1,053      57,091     (11,507)
Net increase (decrease)
 in net assets from
 operations                253,462       1,022     267,089       2,828

Purchase payments from
 contract owners         1,793,212      26,773   3,424,549      81,646
Transfers between
 accounts                  643,085       8,685   3,199,670     (22,614)
Contract terminations
 and annuity payouts      (518,279)         -     (465,655)       (721)
Other transfers (to)
 from Liberty Life
 Assurance Company              -        1,525      (2,335)     31,415
Net increase (decrease)
 in net assets from
 contract transactions   1,918,018      36,983   6,156,229      89,726

Net assets at
 beginning of period        38,005          -       92,554          -

Net assets at end
 of period             $ 2,209,485 $    38,005 $ 6,515,872 $    92,554

                          See accompanying notes.

<PAGE>
       LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -VARIABLE ACCOUNT J
             Statement of Operations and Changes in Net Assets
           For the Year Ended December 31, 1998 and Period From
    November 15, 1997 (commencement of operations) to December 31, 1997

                             SteinRoe Global    Colonial International
                             Utilities Fund        Fund for Growth
                           1998          1997     1998            1997
Income
 Dividends             $    33,288 $     8,579 $     8,760 $     6,058
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                     8,714          64      11,009         110
Net investment income
 (expense)                  24,574       8,515      (2,249)      5,948
Realized gain (loss)          (964)     (2,527)     (3,281)        (80)
Unrealized appreciation
 (depreciation) during
 the period                105,625      (2,508)     66,242      (9,199)
Net increase (decrease)
 in net assets from
 operations                129,235       3,480      60,712      (3,331)

Purchase payments from
 contract owners           703,419      60,151     802,382     103,005
Transfers between
 accounts                  924,462      (1,784)  1,138,406     (18,273)
Contract terminations
 and annuity payouts       (89,729)    (38,395)   (135,471)       (565)
Other transfers (to)
 from Liberty Life
 Assurance Company            (222)      2,776         (35)     22,635
Net increase (decrease)
 in net assets from
 contract transactions   1,537,930      22,748   1,805,282     106,802

Net assets at
 beginning of period        26,228          -      103,471          -

Net assets at end
 of period             $ 1,693,393 $    26,228 $ 1,969,465 $   103,471

                          See accompanying notes.

<PAGE>
       LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -VARIABLE ACCOUNT J
             Statement of Operations and Changes in Net Assets
           For the Year Ended December 31, 1998 and Period From
    November 15, 1997 (commencement of operations) to December 31, 1997

                                Colonial U.S.      Colonial Strategic
                                 Stock Fund            Income Fund
                               1998    1997           1998   1997
Income
 Dividends             $   226,986 $     7,731 $   371,929 $    17,698
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                    31,698          90      34,340         185
Net investment income
 (expense)                 195,288       7,641     337,589      17,513
Realized gain (loss)        (9,335)       (514)       (730)     (2,273)
Unrealized appreciation
 (depreciation) during
 the period                228,365      (6,273)   (216,922)    (14,603)
Net increase (decrease)
 in net assets from
 operations                414,318         854     119,937         637

Purchase payments from
 contract owners         3,309,689      93,211   2,462,799     184,835
Transfers between
 Accounts                2,562,660      (3,697)  3,569,435     (19,333)
Contract terminations
 and annuity payouts      (394,932)    (37,485)   (308,696)     (1,024)
Other transfers (to)
 from Liberty Life
 Assurance Company            (478)      8,397          -       29,549
Net increase (decrease)
 in net assets from
 contract transactions   5,476,939      60,426   5,723,538     194,027

Net assets at
 beginning of period        61,280          -      194,664          -

Net assets at end
 of period             $ 5,952,537 $    61,280 $ 6,038,139 $   194,664

                          See accompanying notes.

<PAGE>
       LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -VARIABLE ACCOUNT J
             Statement of Operations and Changes in Net Assets
           For the Year Ended December 31, 1998 and Period From
    November 15, 1997 (commencement of operations) to December 31, 1997

                          Liberty All-Star
                            Equity Fund         Newport Tiger Fund
                          1998        1997       1998       1997
Income
 Dividends             $     6,979 $       -  $     5,743 $       147
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                     9,500         -        1,633           7
Net investment income
 (expense)                  (2,521)        -        4,110         140
Realized gain (loss)            71         -          114         (88)
Unrealized appreciation
 (depreciation) during
 the period                113,843         -       33,659        (128)
Net increase (decrease)
 in net assets from
 operations                111,393         -       37,883         (76)

Purchase payments from
 contract owners         1,020,261         -       74,207      10,467
Transfers between
 Accounts                  579,807         -      180,609       3,914
Contract terminations
 and annuity payouts       (36,970)        -       (3,074)         -
Other transfers (to)
 from Liberty Life
 Assurance Company             (47)        -           -        1,415
Net increase (decrease)
 in net assets from
 contract transactions   1,563,051         -      251,742      15,796

Net assets at
 beginning of period            -          -       15,720          -

Net assets at end
 of period             $ 1,674,444 $       -  $   305,345 $    15,720

                          See accompanying notes.

<PAGE>
       LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -VARIABLE ACCOUNT J
             Statement of Operations and Changes in Net Assets
           For the Year Ended December 31, 1998 and Period From
    November 15, 1997 (commencement of operations) to December 31, 1997

                         Manning & Napier
                         Growth Portfolio         Total      Total
                          1998        1997        1998        1997
Income
 Dividends             $        -  $        -  $ 1,074,623 $    54,658
Expenses (Note 3)
 Mortality and expense
 risk and administrative
 charges                       369         130     282,807       1,378
Net investment income
 (expense)                    (369)       (130)    791,816      53,280
Realized gain (loss)         3,779          -       61,531      (4,676)
Unrealized appreciation
 (depreciation) during
 the period                     -       (1,282)  2,931,316     (44,160)
Net increase (decrease)
 in net assets from
 operations                  3,410      (1,412)  3,784,663       4,444

Purchase payments from
 contract owners            32,000     165,000  28,050,462   1,344,133
Transfers between
 Accounts                  166,023       1,963  25,831,958     (26,096)
Contract terminations
 and annuity payouts      (366,984)         -   (5,295,640)   (256,456)
Other transfers (to)
 from Liberty Life
 Assurance Company              -           -      (11,784)    110,353
Net increase (decrease)
 in net assets from
 contract transactions    (168,961)    166,963  48,574,996   1,171,934

Net assets at
 beginning of period       165,551          -    1,176,378          -

Net assets at end
 of period             $        -  $   165,551 $53,536,037 $ 1,176,378

                          See accompanying notes.

<PAGE>
       LIBERTY LIFE ASSURANCE COMPANY OF BOSTON - VARIABLE ACCOUNT J
                                     
                       Notes to Financial Statements
                             December 31, 1998

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               Manning & Napier Equity Portfolio
      Capitalization 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       SteinRoe Variable Investment
     Trust (SRVIT):                     Trust (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 U.S. Stock Fund
  Colonial Strategic Income Fund
  Liberty All-Star Equity Fund
  Newport Tiger Fund

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

<PAGE>
       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.  Certain prior year
amounts have been reclassified to conform to the current year's
presentation.

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 to Liberty Life Assurance Company represent mortality and
expense risk charges earned by the Company in 1998 but not transferred to
the Company until January 1999.  In addition, if a contractholder's
financial transaction is not executed on the appropriate investment date, a
correcting buy or sell of shares is required by the Company in order to
make the contractholder whole.  The resulting risk of a gain or loss has no
effect on the contractholder's account and is fully assumed by the Company.
Amounts retained by the Company are invested in the Variable Account for
this purpose.

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.


<PAGE>

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

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.

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.


<PAGE>

       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 units and dollar
value outstanding at December 31, 1998 areas follows:

                             1997               1998
                             Unit       Unit
                             Value      Value        Units      Dollars

Alger American Growth
 Portfolio                $12.277190 $17.928398   119,998.8781 $ 2,151,388

Alger American Small
 Capitalization Portfolio  11.056560  12.597280    97,063.2901   1,222,733

Alliance Global Bond
 Portfolio                  9.811315  11.041874    65,159.6038     719,484

Alliance Premier Growth
 Portfolio                 13.462574  19.645990   248,807.2346   4,888,064

MFS Emerging Growth Series 11.680929  15.454973   157,801.3749   2,438,816

MFS Research Series        11.834080  14.399988   198,776.4161   2,862,378

SteinRoe Money Market Fund 13.780309  14.283805   226,343.7104   3,233,049

SteinRoe Special Venture
 Fund                      31.085014  25.351276    15,797.0781     400,476

SteinRoe Balanced Fund     24.497018  27.188237   176,301.9322   4,793,339

SteinRoe Mortgage
 Securities Fund           17.874172  18.825527    99,634.0429   1,875,663

SteinRoe Growth Stock
 Fund                      35.538075  44.828835    42,035.0430   1,884,382

Colonial Growth and
 Income Fund               19.353674  21.211314   293,104.2447   6,217,126

SteinRoe Global
 Utilities Fund            15.358133  17.923199    89,732.9798   1,608,302


<PAGE>

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

5.  Unit Values (continued)

                             1997               1998
                             Unit       Unit
                             Value      Value        Units      Dollars

Colonial International
 Fund for Growth          $ 9.659572 $10.761067   175,808.7616 $ 1,891,890

Colonial U.S. Stock Fund   20.780533  24.622292   228,156.3738   5,617,733

Colonial Strategic Income
 Fund                      13.615795  14.237231   409,896.3014   5,835,788

Liberty All-Star Equity
 Fund                                 11.777423   140,335.7755   1,652,794

Newport Tiger Fund          8.525525   7.866774    38,814.4936     305,345

                                                2,823,567.5346 $49,598,750


<PAGE>

       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 1998 are shown below:

                                                 Purchases        Sales

Alger American Growth Portfolio                $  2,211,934   $   327,934

Alger American Small Capitalization Portfolio     1,154,392        42,861

Alliance Global Bond Portfolio                      776,410        94,087

Alliance Premier Growth Portfolio                 5,344,582       987,705

MFS Emerging Growth Series                        2,734,520       639,886

MFS Research Series                               3,310,849       645,596

SteinRoe Money Market Fund                        6,019,189     1,832,295

SteinRoe Special Venture Fund                       189,385        16,062

SteinRoe Balanced Fund                            6,004,076       984,621

SteinRoe Mortgage Securities Fund                 2,107,561       173,436

SteinRoe Growth Stock Fund                        2,698,141       791,496

Colonial Growth and Income Fund                   6,839,757       405,666

SteinRoe Global Utilities Fund                    1,729,332        90,827

Colonial International Fund for Growth            1,964,457       143,503

Colonial U.S. Stock Fund                          6,125,963       450,122

Colonial Strategic Income Fund                    6,402,393       312,309

Liberty All Star Equity Fund                      1,623,128        66,564

Newport Tiger Fund                                  285,679        28,572

Manning & Napier Growth Portfolio                   198,024       201,803

                                               $ 57,719,772   $ 8,235,345



<PAGE>
       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. Many of these systems
are not presently Year 2000 compliant. These systems use programs that were
designed and developed without considering the impact of the upcoming
change in the century.   Any of the Company's computer programs that have
time-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. The Company's business, financial condition and
results of operations could be materially and adversely affected by the
failure of the Company's systems and applications (and those operated by
third parties interfacing with the Company's systems and applications) to
properly operate or manage these dates.

In addressing the Year 2000 issue, the Company has completed an inventory
of its computer programs and assessed its Year 2000 readiness.  The
Company's computer programs include internally developed programs, third-
party purchased programs and third-party custom developed programs.  For
programs which were identified as not being Year 2000 ready, the Company
has implemented a remedial plan which includes repairing or replacing the
programs and appropriate testing for Year 2000.  The remediation plan is
substantially complete and is currently in the final testing phase. The
Company also identified its non-information technology systems with respect
to Year 2000 issues.  The Company initiated remediation efforts in this
area and expects to complete this phase during 1999.


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

8.  Year 2000 (Unaudited) (continued)

In  addition,  the  Company  has initiated communication  with  significant
financial  institutions, distributors, suppliers and others with  which  it
does  business to determine the extent to which the Company's  systems  are
vulnerable  by  the  failure of others to remediate  their  own  Year  2000
issues.   The Company has received feedback from such parties and is in the
process of independently confirming information received from other parties
with respect to their year 2000 issues. The Company is developing, and will
continue to develop, contingency plans for dealing with any adverse effects
that become likely in the event the Company's remediation plans are not
successful or third parties fail to remediate their own Year 2000 issues.
The Company expects contingency planning to be substantially complete by
June 1999.  If necessary 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
issues could have a material impact on the financial condition and results
of operations of the Company.  However, 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.

<PAGE>
                                     
                                     
                                     
                                     
                                     
                      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, 1998 and 1997, and the
related statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 1998.  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, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years in the period
ended December 31, 1998, in conformity with generally accepted accounting
principles.




Boston, Massachusetts                         /s/Ernst & Young LLP
February 8, 1999

<PAGE>

                 Liberty Life Assurance Company of Boston
                              Balance Sheets

                                                     December 31
                                                 1998            1997
Assets                                                (In Thousands)
Investments:
 Fixed maturities, available for sale         $2,506,333      $2,143,658
 Equity securities, available for sale                 1           3,187
 Policy loans                                     53,153          49,331
 Short-term investments                           38,359          57,956
 Other invested assets                            50,760          43,747
Total investments                              2,648,606       2,297,879

Cash and cash equivalents                        117,610          37,211
Amounts recoverable from reinsurers               58,277          55,313
Premiums receivable                               22,390          13,606
Federal income taxes recoverable                                     718
Investment income due and accrued                 28,624          23,764
Deferred policy acquisition costs                 98,856          89,154
Other assets                                      12,594           7,977
Assets held in separate accounts               1,914,657       1,487,078

Total assets                                  $4,901,614      $4,012,700

Liabilities and Stockholders' Equity
Liabilities:
 Future policy benefits                       $1,335,685      $1,128,468
 Policyholders' and beneficiaries' funds         832,234         687,458
 Policy and contract claims                       38,792          42,222
 Dividends to policyholders                       11,826          11,246
 Experience rating refund reserves                   823           1,760
 Liability for participating policies             74,664          72,811
 Federal income taxes payable                     18,603
 Deferred federal income taxes                   101,900         102,767
 Due to Parent                                    13,408           8,262
 Accrued expenses and other liabilities          170,709         112,724
 Liabilities related to separate accounts      1,914,657       1,487,078
Total liabilities                              4,513,301       3,654,796

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
 Retained earnings                               176,269         170,995
 Accumulated other comprehensive income          157,044         131,909
Total stockholders' equity                       388,313         357,904

Total liabilities and stockholders' equity    $4,901,614      $4,012,700

              See accompanying notes to financial statements.

<PAGE>

                 Liberty Life Assurance Company of Boston
                                     
                           Statements of Income

                                             Year ended December 31
                                          1998        1997        1996
                                                 (In Thousands)
Revenues:
 Premiums, net                         $ 469,510   $ 415,636   $ 283,965
 Net investment income                   164,998     144,989     122,527
 Realized capital gains on investments    18,311       8,074       6,722
 Contractholder charges and assessments    9,816       7,335       5,759
 Other revenues                           20,289       9,010       4,469
Total revenues                           682,924     585,044     423,442

Benefits and expenses:
 Death and other policy benefits         298,277     249,449     173,281
 Recoveries from reinsurers on ceded
  claims                                 (12,740)    (11,382)    (11,454)
 Provision for future policy benefits
  and other policy liabilities           213,368     186,883     121,347
 Interest credited to policyholders       42,355      38,128      32,252
 Change in deferred policy acquisition
  Costs                                  (12,920)    (16,709)    (15,247)
 General expenses                        120,495     100,535      69,926
 Insurance taxes and licenses             11,960      10,069       6,956
 Dividends to policyholders               11,561       9,279      12,610
Total benefits and expenses              672,356     566,252     389,671

Income from continuing operations
 before federal income taxes and
 earnings of participating policies       10,568      18,792      33,771

Federal income taxes                       3,441       6,726      10,327

Income from continuing operations
 before earnings of participating
 policies                                  7,127      12,066      23,444

Earnings of participating policies
 net of federal income tax benefit
 of $3,317 in 1998, $3,719 in 1997
 and $2,514 in 1996                        1,853       4,307       3,247

 Income from continuing operations         5,274       7,759      20,197

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

Net income                             $   5,274   $   7,705   $  19,872

              See accompanying notes to financial statements.

<PAGE>
                 Liberty Life Assurance Company of Boston
                                     
                         Statements of Cash Flows
                                     
                                            Year ended December 31
                                         1998        1997        1996
                                                (In Thousands)
Cash flows from operating activities
 Premiums collected                   $ 445,376  $  413,539  $  280,613
 Investment income received             137,106     117,860      98,899
 Other considerations received           13,595      10,300      10,331
 Policyholder claims paid              (210,111)   (188,976)   (124,297)
 Surrender benefits paid                (76,775)    (44,534)    (33,748)
 General expenses paid                 (102,627)    (89,327)    (67,834)
 Insurance taxes and licenses paid      (12,584)     (9,955)     (3,959)
 Policyholder dividends paid            (10,996)    (10,962)    (12,008)
 Federal income taxes recovered (paid),
  including capital gains taxes             773      (5,829)     (5,858)
 Intercompany net receipts                5,146        (645)       (426)
 Other (payments) receipts               (3,268)     11,157      12,218
 Net cash provided by operating
  Activities                            185,635     202,628     153,931

Cash flows from investing activities
 Proceeds from fixed maturities sold    301,907     159,987     128,493
 Proceeds from fixed maturities matured  52,370      89,033      91,292
 Cost of fixed maturities acquired     (639,354)   (550,588)   (480,206)
 Proceeds from equity securities sold     6,973       5,039     125,997
 Cost of equity securities acquired        (342)       (369)   (122,197)
 Change in policy loans                  (3,822)     (3,986)     (4,673)
 Investment cash in transit              (1,881)         59         126
 Proceeds from short-term investments
  sold or matured                      1,002,551    802,596     833,144
 Cost of short-term investments
  Acquired                              (982,689)  (780,872)   (790,040)
 Proceeds from other long-term
  investments sold                         8,623      7,962       5,997
 Cost of other long-term investments
  Acquired                               (14,934)   (10,972)     (6,904)
Net cash used in investing activities   (270,598)  (282,111)   (218,971)

Cash flows from financing activities
 Additional paid-in capital                   -          -       50,000
 Policyholders' deposits on
  investment contracts                   239,357    185,488     139,579
 Policyholders' withdrawals from
  investment contracts                  (133,503)   (82,425)    (65,343)
 Change in securities loaned              59,508    (20,741)    (89,625)
 Net cash provided by financing
  activities                             165,362     82,322      34,611

Change in cash and cash equivalents       80,399      2,839     (30,429)
Cash and cash equivalents, beginning
 of year                                  37,211     34,372      64,801

Cash and cash equivalents,
 end of year                          $  117,610 $   37,211  $   34,372

              See accompanying notes to financial statements.

<PAGE>

                 Liberty Life Assurance Company of Boston
                                     
                   Statements of Cash Flows (continued)

                                            Year ended December 31
                                        1998        1997          1996
                                                (In Thousands)

Reconciliation of net income
  to net cash provided by
  operating activities:
 Net income                          $    5,274  $    7,705   $   19,872

Adjustments to reconcile net
 income to net cash provided
 by operating activities:
  Realized capital gains on
    Investments                         (18,311)     (8,074)      (6,722)
  Accretion of bond discount            (22,783)    (23,586)     (20,271)
  Interest credited to policyholders     43,958      38,128       32,252
  Changes in assets and liabilities:
   (Repayments of) proceeds from
      securities loaned                 (59,508)     20,741       89,625
  Amounts recoverable from reinsures     (2,964)     (6,513)     (11,881)
  Premiums receivable                    (8,784)     (5,185)      (3,447)
  Investment income due and accrued      (4,860)     (2,944)      (3,545)
  Deferred policy acquisition costs     (12,920)    (16,709)     (15,247)
  Other assets                           (4,617)     (1,514)         495
  Future policy benefits                207,217     191,626      127,800
  Policy and contract claims             (3,430)     11,828       11,050
  Dividends to policyholders                580      (1,673)         610
  Experience rating refund
     liabilities                           (937)       (640)       1,210
  Liability for participating
     policies                             1,853       4,307        3,248
  Change in federal income tax
     balances                            19,321      (1,260)         542
  Deferred federal income taxes         (15,107)      2,128        3,805
  Due to Parent                           5,146        (645)        (427)
  Accrued expenses and other
     liabilities                         56,507      (5,092)     (75,038)

Net cash provided by operating
     Activities                      $  185,635  $  202,628  $   153,931


              See accompanying notes to financial statements.

<PAGE>

                 Liberty Life Assurance Company of Boston
                                     
                    Statements of Stockholders' Equity
                                     
                              (In Thousands)

                                   Additional Accumulated  Other
                            Common  Paid-in    Retained Comprehensive
                             Stock  Capital    Earnings   Income   Total

Balance at January 1, 1996  $2,500  $  2,500  $143,418 $123,832 $272,250

Additional paid-in capital            50,000                      50,000
Comprehensive income:
 Net income                                     19,872            19,872
 Other comprehensive
  income, net of tax:
   Net unrealized losses on
    investments                                         (41,545) (41,545)
   Foreign currency
    translation adjustment                                  182      182
Comprehensive income                                             (21,491)

Balance at
 December 31, 1996           2,500    52,500   163,290   82,469  300,759

Comprehensive income:
 Net income                                      7,705             7,705
 Other comprehensive
  income, net of tax:
   Net unrealized gains
    on investments                                       48,996   48,996
   Foreign currency
    translation adjustment                                  444      444
Comprehensive income                                              57,145

Balance at
 December 31, 1997           2,500    52,500   170,995  131,909  357,904
Comprehensive income:
 Net income                                      5,274             5,274
 Other comprehensive
  income, net of tax:
   Net unrealized gains
    on investments                                       24,174   24,174
   Foreign currency
    translation adjustment                                  961      961
Comprehensive income                                              30,409

Balance at
 December 31, 1998          $2,500  $ 52,500  $176,269 $157,044 $388,313

              See accompanying notes to financial statements.

<PAGE>
                 Liberty Life Assurance Company of Boston
                                     
                       Notes to Financial Statements
                              (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.

Reporting Changes

During  1998,  the  Company  adopted  Statement  of  Financial  Accounting
Standards  (SFAS) No. 130, Reporting Comprehensive Income.  SFAS  No.  130
establishes  standards  for  the reporting and  display  of  comprehensive
income   and  its  components  and  requires  that  selected  changes   in
stockholders'  equity be added to net income and reported as comprehensive
income.  The Company adopted this Statement retroactively and has reported
this  information  within the statement of stockholders'  equity  and  the
footnotes to the financial statements. The adoption of SFAS No. 130 had no
impact on the Company's financial position or results of operations.

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

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

During  1998, the Company adopted SFAS No. 131, Disclosures about Segments
of  an  Enterprise  and  Related Information.  SFAS  No.  131  establishes
standards  for the disclosure of information about the Company's operating
segments, which are defined on the same basis that the Company is managed,
including  disclosures about products and services, geographic areas,  and
major customers. The adoption of SFAS No. 131 did not affect the Company's
financial position or results of operations, nor did it affect the  manner
in which the Company defines its operating segments. Data reported for all
periods has been presented to conform to the requirements of SFAS No. 131.

Recent Accounting Pronouncements

In March 1998, the Accounting Standards Executive Committee of the American
Institute  of  Certified  Public Accountants (AICPA)  issued  Statement  of
Position  (SOP)  98-1,  Accounting  for  the  Costs  of  Computer  Software
Developed  or  Obtained  for Internal Use. SOP 98-1 provides  guidance  for
determining  whether computer software is for internal use and  when  costs
incurred  for  internal  use software are to be capitalized.  SOP  98-1  is
effective for fiscal years beginning after December 15, 1998. The  adoption
of  SOP  98-1  is not expected to have a material impact on  the  Company's
financial statements.

In  April  1998, the AICPA issued SOP 98-5, Reporting the Costs of Start-up
Activities. The SOP is effective beginning on January 1, 1999, and requires
that start-up costs capitalized prior to January 1, 1999 be written-off and
any  future  start-up  costs  be  expensed  as  incurred.  Restatement   of
previously  issued financial statements is not permitted. SOP 98-5  is  not
expected to have a material impact on the Company's financial statements.

In  December  1997, the AICPA issued SOP 97-3, Accounting by Insurance  and
Other  Enterprises  for Insurance-Related Assessments.  SOP  97-3  provides
guidance  for  assessments related to insurance activities and requirements
for disclosure of certain information.  SOP 97-3 is effective for financial
statements   issued  for  periods  beginning  after  December   31,   1998.
Restatement of previously issued financial statements is not permitted. SOP
97-3  is  not expected to have a material impact on the Company's financial
statements.

SOP  98-7,  Deposit Accounting: Accounting for Insurance  and  Reinsurance
Contracts That Do Not Transfer Insurance Risk, provides guidance on how to
account  for  insurance and reinsurance contracts  that  do  not  transfer
insurance risk under a method referred to as deposit accounting. SOP  98-7
is  effective for fiscal years beginning after June 15, 1999. SOP 98-7  is
not  expected  to  have  a  material impact  on  the  Company's  financial
statements
<PAGE>
                 Liberty Life Assurance Company of Boston
                                     
                 Notes to Financial Statements (continued)
                              (In Thousands)

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

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  reflected  in  accumulated   other
comprehensive income, net of applicable deferred income taxes.

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

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

Other  invested  assets, 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 group life and 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 net unrealized gains or losses that are reflected in accumulated
other comprehensive income.


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

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

Recognition of Traditional Life Premium Revenue and Related Expenses

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

Recognition of Universal Life Revenue and Policy Account Balances

Revenues from universal life policies represent investment income from the
related  invested  assets  and  amounts  assessed  against  policyholders.
Included in such assessments are mortality charges, surrender charges paid
and  administrative fees. Policy account balances consist of consideration
received  plus  credited interest, less accumulated policyholder  charges,
assessments and withdrawals. Credited interest rates were between 5.5% and
6.3% in 1998, 1997 and 1996.

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 for annuity contracts  were  between
5.0%  and  5.85% in 1998, 5.30% and 7.25% in 1997 and 5.35% and  7.05%  in
1996.   Credited  interest rates for structured settlement contracts  were
between 6.1% and 11.4% in 1998, 1997 and 1996.

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 generally are  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  6.1%  and 11.4%, and the mortality assumptions are based  on  the
1971 GAM and IAM tables.
<PAGE>
                 Liberty Life Assurance Company of Boston
                                     
                 Notes to Financial Statements (continued)
                              (In Thousands)

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

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

Policy and Contract Claims

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

Reinsurance

All  assets  and  liabilities related to reinsurance ceded  contracts  are
reported  on  a  gross  basis  in  the accompanying  balance  sheets.  The
accompanying   statements  of  income  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  SFAS  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.


<PAGE>
                 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 28%, 29% and  33%  of  ordinary  life
insurance in force at December 31, 1998, 1997 and 1996, respectively,  and
13%,  12% and 18% of ordinary insurance premium revenue in 1998, 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.  These amounts are accumulated and then converted
to U.S. dollars.  The unrealized gain or loss from the translation is
reflected in accumulated other comprehensive income, 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.

Reclassification

Certain  1996  and 1997 amounts have been reclassified to conform  to  the
1998 presentation.

<PAGE>
                 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, 1998

                                           Gross      Gross
                             Amortized   Unrealized Unrealized Fair
                                Cost       Gains      Losses   Value
U.S. Treasury securities
 and obligations of U.S.
 government corporations
 and agencies             $   378,791  $ 108,906  $    (163)  $   487,534
Debt securities issued by
 states and municipalities     55,805      3,651         -         59,456
Corporate securities          998,995    102,351     (1,687)    1,099,659
U.S. government guaranteed
 mortgage-backed securities   823,966     36,695       (977)      859,684

Total fixed maturities
 available for sale       $ 2,257,557  $ 251,603  $  (2,827)  $ 2,506,333

                                          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

<PAGE>
                 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, 1998
                                                 Amortized        Fair
                                                    Cost         Value
                                     
Maturity in one year or less                    $    37,559  $    37,981
Maturity after one year through five years          316,747      340,845
Maturity after five years through ten years         508,497      551,012
Maturity after ten years                            570,788      716,811
U.S. government guaranteed mortgage-backed
     Securities                                     823,966      859,684

Total fixed maturities available for sale       $ 2,257,557  $ 2,506,333

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  $11,163, $1,145 and $1,472, and gross  losses  of  $516,
$1,019  and  $1,411,  were  realized on  the  sales  of  fixed  maturities
available for sale during 1998, 1997 and 1996, respectively.

At  December  31, 1998, bonds with a cost of $8,851 were on  deposit  with
state insurance departments to satisfy regulatory requirements.


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

2.  Investments (continued)

Equity Securities and Other Invested Assets

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

                                        At December 31, 1998

                                           Gross      Gross
                                         Unrealized Unrealized   Fair
                                Cost       Gains      Losses     Value

Equity securities            $       1                          $       1
Other invested assets           49,674     $ 5,071  $ (3,985)      50,760

Total                        $  49,675     $ 5,071  $ (3,985)   $  50,761

                                         At December 31, 1997

                                           Gross      Gross
                                         Unrealized Unrealized Fair
                                Cost       Gains      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

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

2.  Investments (continued)

Net Investment Income

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

                                         Year ended December 31
                                    1998            1997          1996
Investment income:
  Fixed maturities                $160,351       $139,89        $118,365
  Equity securities                                                   83
  Policy loans                       3,238         3,020           2,672
  Short-term investments and
     cash equivalents                2,598         2,376           1,633
  Other invested assets              2,003         1,623           1,476
Gross investment income            168,190       146,913         124,229

Less investment expenses             3,192         1,924           1,702

Net investment income             $164,998      $144,989        $122,527

Realized Capital Gains on Investments

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

                                         Year ended December 31
                                    1998            1997          1996

Fixed maturities                  $  10,647      $     126      $      61
Equity securities                     3,629          4,575          3,812
Other invested assets                 4,035          3,373          2,849

Realized capital gains on
     Investments                  $  18,311      $   8,074      $   6,722

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, 1998 and 1997.

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

3.  Reinsurance

Certain  premiums  and  benefits  are assumed  from  and  ceded  to  other
insurance  companies  under various reinsurance agreements.   The  Company
cedes  business  to  reinsurers to share risks  under  life,  health,  and
annuity  contracts for the purpose of providing the Company with increased
capacity  to  write larger risks and maintain its exposure to loss  within
capital  resources.   The  effect  of reinsurance  assumed  and  ceded  on
premiums was as follows:

                                     Year ended December 31, 1998

                                         Assumed     Ceded to
                              Direct   From Other      Other      Net
                              Amount    Companies    Companies   Amount

Individual Life and Annuity  $148,153   $ 3,873     $   1,907  $ 150,119
Group Life and Disability                317,155       482        14,758
302,879
Group Pension and Other        20,908     5,354         9,750     16,512

Total premiums               $486,216   $ 9,709     $  26,415  $ 469,510


                                     Year ended December 31, 1997

                                         Assumed     Ceded to
                              Direct   From Other      Other      Net
                              Amount    Companies    Companies   Amount

Individual Life and Annuity  $142,357   $ 6,022     $   1,456  $ 146,923
Group Life and Disability     265,620     2,698        10,699    257,619
Group Pension and Other        15,263                   4,169     11,094

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

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

3.  Reinsurance (continued)

                                     Year ended December 31, 1997

                                         Assumed     Ceded to
                              Direct   From Other      Other      Net
                              Amount    Companies    Companies   Amount

Individual Life and Annuity  $102,373   $ 2,939     $   5,536  $  99,776
Group Life and Disability     187,766        55         7,746    180,075
Group Pension and Other         6,438                   2,324      4,114

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,
1998, no individual reinsurer owed the Company an amount that was equal  to
or greater than 3% of the Company's surplus.

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


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

4.  Federal Income Taxes

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

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

                                            Year ended December 31
                                       1998         1997          1996
Continuing operations:
      Current                       $ 18,548      $ 4,598      $  7,011
      Deferred                       (15,107)       2,128         3,316

Federal income tax expense          $  3,441      $ 6,726      $ 10,327

                                             Year ended December 31
                                       1998         1997          1996
Discontinued operations:
      Current                       $      0      $   (29)     $   (175)
      Deferred                             0            0             0

Federal income tax benefit          $      0      $   (29)     $   (175)

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
                                       1998         1997          1996

Expected income tax expense         $  3,699      $ 6,577      $ 11,820
Adjustments to income taxes
  resulting from:
     Reconciliation of prior year
       tax return                       (756)          68        (1,226)
     Other, net                          498           81          (267)

Federal income tax expense          $  3,441      $ 6,726      $ 10,327


<PAGE>
                 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
                                                    1998          1997
Deferred tax assets:
  Dividends to policyholders                    $    2,984   $    2,816
  Unearned interest on policy loans                    338          323
  Unearned group premium adjustment                     91        1,021
  Accrued surrender charges on deposit funds         1,531          426
  Bonds purchased at market premium                  3,318
  Recapture of statutory reinsurance                21,777
  Other                                                292           93

     Total deferred tax assets                      30,331        4,679

Deferred tax liabilities:
  Future policy benefits                           (23,343)     (11,483)
  Deferred acquisition costs                       (21,504)     (20,772)
  Bonds purchased at market discount                             (2,115)
  Bonds market valuation adjustment                (83,366)     (68,569)
  Unrealized gain on other long-term investments      (380)      (1,649)
  Reconciliation of taxes on other long-term
     Investments                                    (1,145)        (951)
  Cumulative foreign currency translations          (1,370)        (852)
  Deferred and uncollected premium adjustment         (791)        (646)
  Other                                               (332)        (409)

Total deferred tax liabilities                    (132,231)    (107,446)

Net deferred tax liability                      $ (101,900)  $ (102,767)

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.

<PAGE>
                 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 "policyholders' surplus account."  In  the  event  that
those  amounts  are distributed to stockholders', or the  balance  of  the
account  exceeds certain limitations under the Internal Revenue Code,  the
excess  amounts would become taxable at current rates.  The policyholders'
surplus  account  balance at December 31, 1998 and 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 in 1998 and 1997.

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  future
policy benefits, net of reinsurance recoverables:

                                                Year ended December 31
                                                  1998          1997

Unpaid claim liabilities, at beginning of year   $254,002    $163,035
Less reinsurance recoverables                         490         238
Net balance at beginning of year                  253,512     162,797

Claims incurred related to:
   Current year                                   247,527     196,941
   Prior years - incurred                           9,693       6,432
   Prior years - interest                          13,400       9,132
     Total incurred                               270,620     212,505

Claims paid related to:
   Current year                                    78,851      76,710
   Prior years                                     79,198      45,080
     Total paid                                   158,049     121,790

Net balance at end of year                        366,083     253,512
Add reinsurance recoverables                          852         490

Unpaid claim liabilities, at end of year         $366,935    $254,002


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

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

The  adverse  development during 1998 and 1997 primarily  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 1998 and 1997.

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, 1998, 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 (deficit) surplus held for the benefit  of
participating  policyholders and stockholders was $(14,047)  and  $73,746,
respectively, at December 31, 1998.  Dividends paid to policyholders  were
$10,996 in 1998, and there were no dividends paid to stockholders in 1998.

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.


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

7.  Commitments and Contingencies (continued)

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, 1998, 1997 and  1996,  the
Company  has  accrued $645, $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  $23,
$443 and $150 in 1998, 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
revenues  were $2,016, $1,700 and $1,503 for the years ended December  31,
1998, 1997 and 1996, respectively.

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.
<PAGE>
                 Liberty Life Assurance Company of Boston
                 Notes to Financial Statements (continued)
                              (In Thousands)

9.  Benefit Plans (continued)

In 1997, Liberty Mutual adopted SFAS 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, 1998 and 1997, assets of the Plans totaling $1,548,141 and
$1,197,094, respectively, were held in separate accounts managed by the
Company.

Under the intercompany pooling agreement, there was no pension expense
charged to the Company in 1998 and 1997 and $395 of pension expense charged
to the Company in 1996.

  (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, $372, $166 and $236 of
postretirement expense was charged to the Company in 1998, 1997 and 1996,
respectively.

  (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 1998,
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 1998, 1997
and 1996, Liberty Mutual made matching contributions of $1.00, $1.00 and
$0.87, respectively, for each dollar contributed by employees, up to 6% of
their annual compensation.  Liberty Mutual's expense was $40,278, $36,850
and $30,075 in 1998, 1997 and 1996, respectively.  Under the intercompany
pooling arrangement, the Company's expense related to the Thrift-Incentive
Plan is borne by Liberty Mutual.

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

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  general  expenses
incurred in 1998, 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
$17,249, $15,768 and $13,903 in 1998, 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
$9,329, $8,252 and $4,967 in 1998, 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 $137,663, $136,161 and $91,754 in  1998,  1997  and
1996, respectively.  The related policy and contract reserves with respect
to all structured settlement annuity contracts purchased by Liberty Mutual
amounted  to  $714,886  and  $595,146  at  December  31,  1998  and  1997,
respectively.

Liberty  Mutual  deposited $3,206 and $774 with the Company  in  1998  and
1997,  respectively,  to fund certain Liberty Mutual  environmental  claim
transactions.  Such  amounts  have been  included  in  the  liability  for
policyholders'  and beneficiaries' funds at December 31,  1998  and  1997,
respectively.
  
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  $4,280,  $6,002  and  $3,194  in  1998,  1997   and   1996,
respectively.  The related policy and contract reserves  with  respect  to
these  structured  settlement annuity contracts  assumed  by  the  Company
amounted   to  $13,223  and  $8,501  at  December  31,  1998   and   1997,
respectively.

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

11.  Deferred Policy Acquisition Costs

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

                                          Year ended December 31
                                           1998             1997

Balance, beginning of year               $ 89,154         $ 77,424
   Additions                               31,405           28,736
   Amortization                           (18,485)         (12,027)
   Valuation adjustment for unrealized
     gain on fixed maturities              (3,218)          (4,979)

Balance, end of year                     $ 98,856         $ 89,154

12. Statutory Financial Information

The Company prepares their statutory-basis financial statements in
accordance with accounting practices prescribed or permitted by the
Division of Insurance of the Commonwealth of Massachusetts.  Prescribed
statutory accounting practices include state laws, regulations and
administrative rules, as well as guidance published by the NAIC.  Permitted
accounting practices encompass all accounting practices that are not
prescribed by the sources noted above.

During 1998, the Company entered into a reinsurance agreement with Liberty
Mutual Insurance Company to cede to Liberty Mutual 100% of its existing
group long and short-term disability, individual accident and sickness, and
student accident and health business.  The Company received permission from
the Commonwealth of Massachusetts to treat this agreement as prospective
reinsurance in its entirety for 1998.  This agreement increased the
Company's statutory net gain from operations before federal income taxes by
$64,898 in 1998.  There are no other material permitted practices.

Statutory net income (loss) and capital and surplus is as follows:


                                  1998        1997        1996

Statutory net income (loss)     $   9,741   $ (8,549)   $   3,554
Statutory capital and surplus     115,449    126,669      137,933



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

13. Stockholders' Equity

The components of accumulated other comprehensive income are as follows:

                                                  Foreign     Accumulated
                                     Net         Currency        Other
                                 Unrealized     Translation  Comprehensive
                                Gains (Losses)   Adjustment      Income

Balance at January 1, 1996         $ 122,875     $     957     $ 123,832

Gross unrealized losses (net of
 deferred income tax benefit
 of $20,222)                         (37,556)                    (37,556)
Less reclassification adjustment
 for gains, realized in net income
 (net of tax expense of $2,353)       (4,369)                     (4,369)
Adjustment to deferred policy
 acquisition costs (net of deferred
 income tax expense of $205)             380                         380
Net unrealized losses                (41,545)                    (41,545)
Foreign currency translation
 adjustment                                            182           182

Balance at December 31, 1996          81,330         1,139        82,469

Gross unrealized gains (net of
 deferred income tax expense
 of $30,951)                          57,480                      57,480
Less reclassification adjustment
 for gains, realized in net income
 (net of tax expense of $2,826)       (5,248)                     (5,248)
Adjustment to deferred policy
 acquisition costs and present value
 of future profits (net of deferred
 income tax benefit of $1,743)        (3,236)                     (3,236)
Net unrealized gains                  48,996                      48,996
Foreign currency translation
 adjustment                                            444           444

Balance at December 31, 1997         130,326         1,583       131,909

Gross unrealized gains (net
 of deferred income tax expense
 of $20,552)                          38,168                      38,168
Less reclassification adjustment
 for gains, realized in net income
 (net of tax expense of $6,409)      (11,902)                    (11,902)
Adjustment to deferred policy
 acquisition costs (net of deferred
 income tax benefit of $1,126)        (2,092)                     (2,092)
Net unrealized gains                  24,174                      24,174
Foreign currency translation
 adjustment                                            961           961

Balance at December 31, 1998       $ 154,500     $   2,544     $ 157,044
<PAGE>

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

13. Stockholders' Equity (continued)

Net unrealized investment gains, included in the balance sheets as a
component of stockholders' equity are summarized as follows:

                                                 At December 31
                                          1998        1997         1996

Balance, end of year comprises:
 Unrealized investment gains on:
  Fixed maturities                       $ 248,776  $ 204,228  $ 121,967
  Equity investments and other               1,086      4,714      6,576

      Total                                249,862    208,942    128,543

Amounts of unrealized investment gains
 attributable to:
  Deferred policy acquisition costs        (11,616)    (8,398)    (3,419)
  Deferred federal income taxes            (83,746)   (70,218)   (43,794)

      Total                                (95,362)   (78,616)   (47,213)

Net unrealized investment gains          $ 154,500  $ 130,326  $  81,330

14.  Segment Information

The   Company's  business  is  organized  in  three  principal   segments:
Individual Life and Annuity, Group Life and Disability, and Group  Pension
and  Other.  In the Individual Life and Annuity segment, the Company sells
a variety of individual products, including participating whole life, term
insurance,  universal  life,  structured settlements,  and  immediate  and
deferred  annuity contracts. These products are sold through a combination
of distribution methods, including Company agents, Liberty Mutual personal
markets  agents,  direct marketers, and banks.   In  the  Group  Life  and
Disability segment, the Company sells group life and long-term and  short-
term disability products to corporate and organizational customers through
the  Company's  group market agency force.  The Group  Pension  and  Other
segment  is  a  closed  block  of active pension  customers,  as  well  as
international customer life and disability products.
 .
The accounting policies of the segments are the same as those described in
Note 1.  The Company evaluates performance based on the income from
continuing operations before federal income taxes and earnings of
participating policies of the segments.
<PAGE>
                 Liberty Life Assurance Company of Boston
                                     
                 Notes to Financial Statements (continued)
                              (In Thousands)

14.  Segment Information (continued)

The following table summarizes selected financial information by segment:

                                          Year ended December 31
                                      1998         1997        1996
Revenues:
  Individual Life and Annuity      $ 274,175    $ 250,751   $ 186,696
  Group Life and Disability          351,384      301,684     203,911
  Group Pension and Other             57,365       32,609      32,835

     Total revenues                $ 682,924    $ 585,044   $ 423,442

Income (loss) from continuing
 operations before federal
 income taxes and earnings of
 participating policies:
  Individual Life and Annuity      $  31,446    $  28,874   $  24,319
  Group Life and Disability          (23,160)     (11,588)      8,377
  Group Pension and Other              2,282        1,506       1,075

Total income from continuing
 operations before federal
 income taxes and earnings of
 participating policies            $  10,568    $  18,792   $  33,771

                                          At December 31
                                        1998            1997
Assets:
  Individual Life and Annuity      $ 1,875,583      $ 1,640,099
  Group Life and Disability            571,695          522,569
  Group Pension and Other            2,454,336        1,850,032

    Total assets                   $ 4,901,614      $ 4,012,700

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

15.  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 maturates  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.

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.

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

15.  Fair Value of Financial Instruments (continued)
   
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, 1998  At December 31, 1997

                                Carrying       Fair    Carrying      Fair
                                 Amount        Value    Amount      Value

Fixed maturities              $2,506,333 $2,506,333 $2,143,658 $2,143,658
Equity securities                      1          1      3,187      3,187
Policy loans                      53,153     53,153     49,331     49,331
Short-term investments            38,359     38,359     57,956     57,956
Other invested assets             50,760     50,760     43,747     43,747
Individual and group annuities   100,748     99,988    131,549    131,297

16.  Discontinued Operations

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

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

17. 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  the
date  "00"  as the year 1900 rather than the Year 2000.  This may  cause  a
system  failure  or  miscalculations  causing  disruptions  of  operations,
including,   among   other  things,  a  temporary  inability   to   process
transactions or engage in similar normal business activities.

The  Company has allocated significant resources to examining all  relevant
internal  computing  systems to identify areas that  may  require  changes.
Efforts  include an examination of both internally developed and  purchased
software  applications  to ensure vendor Year 2000 compliance  and  working
with major vendors to ensure Year 2000 compliance. As of December 31, 1998,
the  Company had substantially completed their Year 2000 efforts  and  will
continue  monitoring and working toward infrastructure readiness throughout
1999.
    


<PAGE>



                                  PART C


<PAGE>
Item 24.  Financial Statements and Exhibits

    (a)  Financial Statements:
         Included in Part B:
         Variable Account J
   
          Statements of Assets and Liabilities - December 31, 1998
          Statements of Operations and Changes in Net Assets for the years
              ended December 31, 1998 and 1997
          Notes to Financial Statements
         Liberty Life Assurance Company of Boston:
          Balance Sheets for the years ended December 31, 1998 and 1997.
          Statements of Income for the years ended December 31, 1998,
              1997, and 1996.
          Statements of Stockholders' Equity for the years ended December
              31, 1998, 1997, and 1996.
          Statements of Cash Flows for the years ended December 31, 1998,
              1997, and 1996.
    
          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) Consent 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.

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 March 31, 1999, there were 0 Qualified Contract Owners and 1 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; Variable Account A of Keyport Benefit Life
Insurance Company; and for the Independence Variable Annuity Account and
Independence Variable Life Account of Independence Life and Annuity Company
all are affiliated companies of Liberty Life.

The directors and officers are:

Name and Principal      Position and Offices
Business Address*       with Underwriter
   

Jacob M. Herschler       Director

Paul T. Holman           Director and Assistant Clerk

James J. Klopper         Director, President and Clerk

Daniel C. Bryant         Vice President

Rogelio P. Japlit        Treasurer

Donald A. Truman         Assistant Clerk
    

    *125 High Street, Boston, Massachusetts 02110.

Item 30.  Location of Accounts and Records.

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

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

Item 31.  Management Services.

    Not applicable.

Item 32.  Undertakings.

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

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

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

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

Representation

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

<PAGE>






                                SIGNATURES


<PAGE>


   

                                SIGNATURES


     As  required by the Securities Act of 1933 and the Investment  Company
Act of 1940, the Registrant certifies that it meets 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 28th  day
of April, 1999.


                                              Variable Account J
                                              (Registrant)


                              BY: Liberty Life Assurance Company of Boston
                                               (Depositor)



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






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


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

/s/J. PAUL CONDRIN,III*            /s/ELLIOT J. WILLIAMS     4/28/99
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     04/28/99
/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.
    

<PAGE>
                                     
                                     
                               EXHIBIT INDEX
                                     
                                     
Item                                                             Page

(10) Consent of Independent Auditors



                                     
                                     
                      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  8, 1999, with respect to the financial statements of Liberty  Life
Assurance  Company  of  Boston, and March 12,  1999,  with  respect  to  the
financial  statements of Liberty Life Assurance Company  of  Boston-Variable
Account  J,  included  in  this  Post-Effective  Amendment  No.  8  to   the
Registration Statement (Form N-4, Nos. 333-29811 and 811-08269).




                                                 /s/ERNST & YOUNG LLP


Boston, Massachusetts
April 26, 1999




<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                       50,689,533
<INVESTMENTS-AT-VALUE>                      53,547,821
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              53,547,821
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                     (11,784)
<TOTAL-LIABILITIES>                           (11,784)
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                53,536,037
<DIVIDEND-INCOME>                            1,074,623
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 282,807
<NET-INVESTMENT-INCOME>                        791,816
<REALIZED-GAINS-CURRENT>                        61,531
<APPREC-INCREASE-CURRENT>                    2,931,316
<NET-CHANGE-FROM-OPS>                        3,784,663
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      48,574,996
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

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