VARIABLE ACCOUNT A OF KEYPORT BENEFIT LIFE INSURANCE CO
497, 1998-06-26
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                       June 25, 1998 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
                                     
                              Distributed by:
                                     
                     Keyport Financial Services Corp.
                  125 High Street, Boston, MA 02110-2712
                                     
                                Issued by:
                  Keyport Benefit Life Insurance Company
               100 Manhattanville Road, Purchase, NY  10577
                                     
                      Keyport Benefit 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


                            BUSINESS REPLY MAIL
               FIRST CLASS MAIL  PERMIT NO. 6719  BOSTON, MA
                     POSTAGE WILL BE PAID BY ADDRESSEE
                                     
                      KEYPORT BENEFIT SERVICE OFFICE
                              125 HIGH STREET
                           BOSTON, MA 02110-2712

NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES.





                      GROUP FLEXIBLE PURCHASE PAYMENT
                    DEFERRED VARIABLE ANNUITY CONTRACT
                                 ISSUED BY
                            Variable Account A
                                    OF
                  KEYPORT BENEFIT LIFE INSURANCE COMPANY

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

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

This   Prospectus  generally  describes  the  variable  features   of   the
Certificate. Purchase Payments will be allocated to a segregated investment
account  of  Keyport  Benefit Life Insurance Company  ("Keyport  Benefit"),
designated Variable Account A ("Variable Account").

The  Variable Account invests in shares of the following Eligible Funds  of
Manning  & Napier Insurance Fund, Inc. ("Manning & Napier Insurance  Fund")
at  their  net  asset  value:  Manning & Napier Moderate  Growth  Portfolio
("MNMGP"),  Manning & Napier Growth Portfolio ("MNGP"),  Manning  &  Napier
Maximum  Horizon Portfolio ("MNMHP"), Manning & Napier Small Cap  Portfolio
("MNSCP"), Manning & Napier Equity Portfolio ("MNEP"), and Manning & Napier
Bond  Portfolio ("MNBP").  The Variable Account also invests in  shares  of
the   following  Eligible  Fund  of  SteinRoe  Variable  Investment   Trust
("SteinRoe  Trust")  at its net asset value: Stein Roe Money  Market  Fund,
Variable Series ("SRMMF").

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

A Statement of Additional Information dated the same as this prospectus has
been  filed  with  the  Securities and Exchange Commission  and  is  herein
incorporated by reference.  It is available, at no charge, by  writing  the
Principal Underwriter, Keyport Financial Services Corp. at 125 High Street,
Boston, MA 02110, by calling Keyport Benefit's Service Office at (800) 437-
4466, or by returning the postcard on the back cover of this prospectus. It
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.  A
table  of contents for the Statement of Additional Information is  on  Page
17.

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

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

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

THIS   PROSPECTUS  DOES  NOT  CONSTITUTE  AN  OFFERING  IN  ANY  STATE   OR
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.  NO PERSON IS
AUTHORIZED  BY  KEYPORT  BENEFIT TO GIVE ANY INFORMATION  OR  TO  MAKE  ANY
REPRESENTATIONS,  OTHER  THAN  THOSE  CONTAINED  IN  THIS  PROSPECTUS,   IN
CONNECTION  WITH  THIS  OFFERING, AND IF GIVEN OR MADE,  SUCH  UNAUTHORIZED
INFORMATION OR REPRESENTATIONS SHOULD NOT BE RELIED UPON.
   
               The date of this prospectus is June 25, 1998
    

                             TABLE OF CONTENTS
                                                               Page
Glossary of Special Terms                                         3
Summary of Expenses                                               4
Synopsis                                                          5
Performance Information                                           5
Keyport Benefit and the Variable Account                          6
Year 2000 Matters                                                 6
Purchase Payments and Applications                                6
Investments of the Variable Account                               7
     Allocations of Purchase Payments                             7
     Eligible Funds                                               7
     Transfer of Variable Account Value                           8
     Substitution of Eligible Funds and Other
       Variable Account Changes                                   9
Deductions                                                        9
     Deductions for Certificate Maintenance Charge                9
     Deductions for Mortality and Expense Risk Charge            10
     Deductions for Transfers of Variable Account Value          10
     Deductions for Premium Taxes                                10
     Deductions for Income Taxes                                 10
     Total Variable Account Expenses                             10
Other Services                                                   11
The Certificates                                                 10
     Variable Account Value                                      10
     Valuation Periods                                           11
     Net Investment Factor                                       11
     Modification of the Certificate                             11
     Right to Revoke                                             11
Death Provisions for Non-Qualified Certificates                  11
Death Provisions for Qualified Certificates                      12
Certificate Ownership                                            12
Assignment                                                       13
Partial Withdrawals and Surrender                                13
Annuity Provisions                                               13
     Annuity Benefits                                            13
     Income Date and Annuity Option                              13
     Change in Income Date and Annuity Option                    13
     Annuity Options                                             13
     Variable Annuity Payment Values                             14
     Proof of Age, Sex, and Survival of Annuitant                14
Suspension of Payments                                           14
Tax Status                                                       15
     Introduction                                                15
     Taxation of Annuities in General                            15
     Qualified Plans                                             16
     Individual Retirement Annuities                             16
Variable Account Voting Privileges                               16
Sales of the Certificates                                        17
Legal Proceedings                                                17
Inquiries by Certificate Owners                                  17
Table of Contents_Statement of Additional Information            17
Appendix A_Telephone Instructions                                18
                         GLOSSARY OF SPECIAL TERMS

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

Annuitant: The Annuitant is the natural person to whom any annuity payments
will  be  made starting on the Income Date.  The Annuitant may not be  over
age  80 on the Certificate Date (age 75 for Qualified Certificates and  age
90 for Roth IRA Qualified Certificates).

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

Certificate  Date:  The effective date of the Certificate; it is  shown  on
Page 3 of the Certificate Schedule.

Certificate  Owner: The person (or persons in the case of joint  ownership)
who  possesses all the ownership rights under the Certificate.  The primary
Certificate  Owner may not be over age 80 on the Certificate Date  (age  75
for  Qualified Certificates, age 90 for Roth IRA Qualified Certificates and
age 85 for a joint Owner).

Certificate Value: The Variable Account Value.

Certificate Withdrawal Value:  The Certificate Value less any premium taxes
and Certificate Maintenance Charge.

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

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

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

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

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

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

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

Qualified  Certificate:  Certificates issued under Qualified Plans.

Qualified Plan: A retirement plan established pursuant to the provisions of
Section 408(b) or 408A of the Internal Revenue Code.

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

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

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

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

                            SUMMARY OF EXPENSES

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

                  Certificate Owner Transaction Expenses

Sales Load Imposed on Purchases:                             0%

Maximum Contingent Deferred Sales Charge
(as a percentage of Purchase Payments):                      0%

Maximum Total Certificate Owner Transaction Expenses1
  (as a percentage of Purchase Payments):                    0%

Annual 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)

   
                                       Other               Total
             Management Fees          Expenses         Fund Operating
               (After Any            (After Any        Expenses (After
              Waiver and/or         Waiver and/or     Any Waiver and/or
              Reimbursement)3       Reimbursement)3     Reimbursement)3
MNMGP               0.00%              1.20%                1.20%(14.16%)
MNGP                0.00%              1.20%                1.20%(10.98%)
MNMHP               0.00%              1.20%                1.20%(12.76%)
MNSCP               0.00%              1.20%                1.20%(12.53%)
MNEP                0.00%              1.20%                1.20%(12.44%)
MNBP                0.00%               .85%                 .85%(14.27%)
    
SRMMF                .35%               .25%                 .60%

THE ABOVE EXPENSES FOR THE ELIGIBLE FUNDS WERE PROVIDED BY MANNING & NAPIER
INSURANCE  FUND  AND STEINROE TRUST. KEYPORT BENEFIT HAS NOT  INDEPENDENTLY
VERIFIED THE ACCURACY OF THE INFORMATION.

Example _ Whether the Certificate stays in force through the periods  shown
or  is surrendered or annuitized4 at the end of the periods shown, a $1,000
investment  in  each Sub-Account listed would be subject  to  the  expenses
shown, assuming 5% annual return on assets.

Sub-Account        1 Year        3 Years        5 Years        10 Years
MNMGP               $15            $49            $89            $220
MNGP                 15             49             89             220
MNMHP                15             49             89             220
MNSCP                15             49             89             220
MNEP                 15             49             89             220
MNBP                 12             38             69             172
SRMMF                 9             30             55             136

1Keyport  Benefit reserves the right to impose a transfer fee  after  prior
notice  to  Certificate Owners, but currently does not impose  any  charge.
Premium taxes are not shown.  Keyport Benefit deducts the amount of premium
taxes,  if  any,  when  paid unless Keyport Benefit elects  to  defer  such
deduction.

2All  Manning & Napier Insurance Fund and SteinRoe Trust expenses  are  for
1997.  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 waive and/or
reimburse  all  expenses,  including management  fees,  in  excess  of  the
following  percentage  of the average annual net assets  of  each  Eligible
Fund:  1.2%  for  MNMGP, MNGP, MNMHP, MNSCP, and MNEP, and .85%  for  MNBP.
Absent the fee waiver and expense reimbursement, management fees would have
been 1.00% for MNMGP, MNGP, MNMHP, MNSCP, and MNEP, and .50% for MNBP,  and
other  expenses  would have been: for MNMGP--13.16%; for  MNGP--9.98%;  for
MNMHP--11.76%;  for MNSCP--11.53%; for MNEP--11.44%; and for  MNBP--13.77%.
The  total  percentages shown in the table for MNMGP, MNGP,  MNMHP,  MNSCP,
MNEP,  and  MNBP  are  after  fee waiver and  expense  reimbursement.  Each
percentage shown in the parentheses is what the total expenses would be  in
the absence of fee waiver and expense reimbursement: for MNMGP--14.16%; for
MNGP--10.98%;  for MNMHP--12.76%; for MNSCP--12.53%; for MNEP--12.44%;  and
for  MNBP--14.27%. The Manning & Napier Insurance Fund manager's fee waiver
and  reimbursement of expenses agreement is voluntary and may be terminated
at any time.

The  manager  of  SteinRoe  Trust has agreed  to  reimburse  all  expenses,
including  management fees, in excess of .65% of the average net assets  of
SRMMF,  so long as such reimbursement would not result in SRMMF's inability
to  qualify  as  a regulated investment company under the Internal  Revenue
Code.  The SteinRoe Trust manager's reimbursement of expenses agreement  is
effective  until  April  30, 1999. The SteinRoe  Trust's  manager  was  not
required to reimburse expenses as of the date of this Prospectus.
    
4The  annuity  is  designed for retirement planning  purposes.   Surrenders
prior to the Income Date are not consistent with the long-term purposes  of
the Certificate and the applicable tax laws.

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

                                 SYNOPSIS

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

The Certificate allows Certificate Owners to allocate Purchase Payments  to
the  Variable  Account.   The Variable Account  is  a  separate  investment
account  maintained  by Keyport Benefit.  Certificate Owners  may  allocate
payments  to, and receive annuity payments from the Variable  Account.   If
the  Certificate  Owner  allocates payments to the  Variable  Account,  the
accumulation  values and annuity payments will fluctuate according  to  the
investment experience of the Sub-Accounts chosen.

The Certificate permits Purchase Payments to be made on a flexible Purchase
Payment  basis.   The  minimum initial payment is  $5,000  and  $2,000  for
individual  retirement annuities.  The minimum amount for  each  subsequent
payment is $1,000 or such lesser amount as Keyport Benefit may permit  from
time to time.  (See "Purchase Payments and Applications" on Page 6.)

There  are  no deductions made from Purchase Payments for sales charges  at
the time of purchase or upon surrender.

Keyport Benefit deducts a Mortality and Expense Risk Charge, which is equal
on  an  annual basis to .35% of the average daily net asset values  in  the
Variable  Account attributable to the Certificates.  (See  "Deductions  for
Mortality and Expense Risk Charge" on Page 10.)

Keyport  Benefit  deducts an annual Contract Maintenance Charge  (currently
$35.00) from the Variable Account Value for administrative expenses.  Prior
to  the  Income  Date, Keyport Benefit reserves the right  to  change  this
charge  for  future  years.  (See "Deductions for  Certificate  Maintenance
Charge" on Page 9.)

Keyport  Benefit  reserves the right to deduct a charge  of  $25  for  each
transfer in excess of 12 per Certificate Year but currently does not do so.

Premium  taxes  will be charged against the Certificate  Value.   Currently
such  premium  taxes range from 0% to 5.0%.  (See "Deductions  for  Premium
Taxes" on Page 10.)

There  are  no  federal  income  taxes on  increases  in  the  value  of  a
Certificate until a distribution occurs, in the form of a lump sum payment,
annuity payments, or the making of a gift or assignment of the Certificate.
A federal penalty tax (currently 10%) may also apply.  (See "Tax Status" on
Page 15.)

The  Certificate  allows  the Certificate Owner to revoke  the  Certificate
generally  within 10 days of delivery (see "Right to Revoke" on  Page  11).
Since  Keyport  Benefit will refund the Certificate Value, the  Certificate
Owner will bear the investment risk during the revocation period.

The Certificates described in this prospectus have not previously been made
available  for  sale.  Therefore,  no condensed  financial  information  is
provided.  The  full financial statements for Keyport Benefit  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 intended to indicate either past performance
under an actual Certificate or future performance.

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

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

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

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

The  Sub-Accounts  may  present  total  return  information  calculated  by
dividing  the  change in a Sub-Account's Accumulation  Unit  value  over  a
specified time period by the Accumulation Unit value of that Sub-Account at
the beginning of the period.  This computation results in a 12-month change
rate  or,  for  longer periods, a total rate for the period  which  Keyport
Benefit annualizes in order to obtain the average annual percentage  change
in  the Accumulation Unit value for that period.  The change percentages do
not  take  into account the Certificate Maintenance Charge and premium  tax
charges.  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  7-day  period.   This  income  is  annualized  by
assuming that the amount of income generated by the investment during  that
week  is  generated  each week over a 52-week period  and  is  shown  as  a
percentage.   The  yield  reflects the deduction of  all  charges  assessed
against  the  Sub-Account and a Certificate but does not take into  account
premium  tax  charges.   The yield would be lower  if  these  charges  were
included.

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

                 KEYPORT BENEFIT AND THE VARIABLE ACCOUNT

Keyport Benefit Life Insurance Company was organized under the laws of  the
State  of  New  York in 1987 as a stock life insurance company,  and  is  a
wholly-owned  subsidiary of Keyport Life Insurance Company.  The  executive
offices  of  Keyport Benefit are at 125 High Street, Boston,  Massachusetts
02110. The home office is located at 100 Manhattanville Road, Purchase, New
York  10577. Keyport Benefit is admitted to conduct life insurance business
in New York and Rhode Island.

The  Variable  Account was established by Keyport Benefit pursuant  to  the
provisions of New York Law on February 6, 1998. The Variable Account  meets
the definition of "separate account" under the federal securities laws. The
Variable  Account is registered with the Securities and Exchange Commission
as  a  unit investment trust under the Investment Company Act of 1940. Such
registration does not involve supervision of the management of the Variable
Account or Keyport Benefit by the Securities and Exchange Commission.

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

Keyport  Benefit is one of the Liberty Financial Companies. Keyport Benefit
is  ultimately  controlled by Liberty Mutual Insurance Company  of  Boston,
Massachusetts, a multi-line insurance and financial services institution.

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

                             YEAR 2000 MATTERS

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

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

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

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

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

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

                    PURCHASE PAYMENTS AND APPLICATIONS

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

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

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

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

                    INVESTMENTS OF THE VARIABLE ACCOUNT

Allocations of Purchase Payments

Purchase Payments applied to the Variable Account will be invested  in  one
or  more  of  the  Eligible  Fund Sub-Accounts  designated  as  permissible
investments in accordance with the selection made by the Certificate  Owner
in  the  application.   Any selection must specify the  percentage  of  the
Purchase Payment that is allocated to each Sub-Account.  The percentage for
each  Sub-Account, if not zero, must be at least 10% and must  be  a  whole
number.   A Certificate Owner may change the allocation percentages without
fee,  penalty or other charge.  Allocation changes must be made by  Written
Request  unless  the  Certificate Owner has by Written  Request  authorized
Keyport  Benefit  to  accept  telephone allocation  instructions  from  the
Certificate Owner or from a person acting for the Certificate Owner  as  an
attorney-in-fact under a power of attorney.  By authorizing Keyport Benefit
to  accept telephone changes, a Certificate Owner agrees to accept  and  be
bound by the conditions and procedures established by Keyport Benefit  from
time to time.  The current conditions and procedures are in Appendix A  and
Certificate  Owners authorizing telephone allocation instructions  will  be
notified, in advance, of any changes.

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

Eligible Funds of Manning & Napier Insurance Fund      Sub-Accounts
Manning & Napier Moderate Growth Portfolio ("MNMGP")   MNMGP Sub-Account
Manning & Napier Growth Portfolio ("MNGP")             MNGP Sub-Account
Manning & Napier Maximum Horizon Portfolio ("MNMHP")   MNMHP Sub-Account
Manning & Napier Small Cap Portfolio ("MNSCP")         MNSCP Sub-Account
Manning & Napier Equity Portfolio ("MNEP")             MNEP Sub-Account
Manning & Napier Bond Portfolio ("MNBP")               MNBP Sub-Account

Eligible Fund of SteinRoe Trust                        Sub-Account
Stein Roe Money Market Fund, Variable Series ("SRMMF") SRMMF Sub-Account
 (formerly named Cash Income Fund)

Eligible Funds

The  Eligible  Funds which are the permissible investments of the  Variable
Account  are  the  separate funds of Manning & Napier Insurance  Fund,  the
separate  funds  of SteinRoe Trust, and any other mutual funds  with  which
Keyport  Benefit  and the Variable Account may enter into  a  participation
agreement for the purpose of making such mutual funds available as Eligible
Funds under certain Certificates.

Manning  &  Napier  Insurance  Fund is an  open-end  management  investment
company  that  offers  separate  series  (Portfolios).  Manning  &   Napier
Advisors, Inc. ("Manning & Napier Advisors"), 1100 Chase Square, Rochester,
New  York  14604,  acts  as  Manning & Napier Insurance  Fund's  investment
adviser.   Mr.  William  Manning controls the  Advisor  by  virtue  of  his
ownership of the securities of the Advisor.  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"), One South Wacker  Drive,
Chicago, Illinois 60606, is the investment adviser for the Eligible Fund of
SteinRoe  Trust.   In 1986, Stein Roe was organized and  succeeded  to  the
business  of Stein Roe & Farnham, a partnership.  Stein Roe is an affiliate
of Keyport Benefit.  Stein Roe and its predecessor have provided investment
advisory and administrative services since 1932.

The  investment  objectives  of the Eligible Funds  are  briefly  described
below.    More  detailed  information,  including  investor  considerations
related  to  the risks of investing in a particular Eligible Fund,  may  be
found  in  the current prospectus for that Fund.  An investor  should  read
that prospectus carefully before selecting a Sub-Account that invests in an
Eligible  Fund.   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, NY 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
  (MNMGP Sub-Account)                            Seeks with equal emphasis
                                                 long-term growth and
                                                 preservation of capital.
Manning & Napier Growth Portfolio
  (MNGP Sub-Account)                             Seeks long-term growth of
                                                 capital. The secondary
                                                 objective is the
                                                 preservation of capital.
Manning & Napier Maximum Horizon Portfolio
  (MNMHP Sub-Account)                            Seeks to achieve the high
                                                 level of long-term
                                                 capital growth typically
                                                 associated with the stock
                                                 market.
Manning & Napier Small Cap Portfolio
  (MNSCP Sub-Account)                            Seeks to achieve long-term
                                                 growth of capital by
                                                 investing principally in
                                                 the equity securities of
                                                 small issuers.
Manning & Napier Equity Portfolio
  (MNEP Sub-Account)                             Seeks long-term growth of
                                                 capital.
Manning & Napier Bond Portfolio
  (MNBP Sub-Account)                             Seeks to maximize total
                                                 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 Series     Seeks to provide high
(SRMMF Sub-Account)                              current income from
                                                 short-term money market
                                                 instruments while
                                                 emphasizing preservation
                                                 of capital and
                                                 maintaining excellent
                                                 liquidity.

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

The Manning & Napier Insurance Fund and SteinRoe Trust are funding vehicles
for variable annuity contracts and variable life insurance policies offered
by  separate  accounts  of  Keyport  Benefit  and  of  insurance  companies
affiliated  and unaffiliated with Keyport Benefit.  The risks  involved  in
this  "mixed  and  shared funding" are disclosed in the  Manning  &  Napier
Insurance  Fund and in the SteinRoe Trust prospectuses under  the  captions
"Sales And Redemptions" and "The Trust", respectively.

                    Transfer of Variable Account Value

Certificate Owners may transfer Variable Account Value from one Sub-Account
to another Sub-Account.

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

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

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

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

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

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

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

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

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

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

Substitution of Eligible Funds and Other Variable Account Changes

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

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

                                DEDUCTIONS

Deductions for Certificate Maintenance Charge

Keyport   Benefit  has  responsibility  for  all  administration   of   the
Certificates and the Variable Account. This administration includes, but is
not limited to, preparation of the Certificates, maintenance of Certificate
Owners'  records, and all accounting, valuation, regulatory  and  reporting
requirements.  Keyport Benefit makes a Certificate Maintenance  Charge  for
such services during the accumulation and annuity payment periods.  At  the
present  time  the  Certificate Maintenance Charge is $35  per  Certificate
Year.  PRIOR TO THE INCOME DATE THE CERTIFICATE MAINTENANCE CHARGE  IS  NOT
GUARANTEED AND MAY BE CHANGED BY KEYPORT BENEFIT.

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

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

Deductions for Mortality and Expense Risk Charge

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

To  compensate it for assuming these mortality and expense risks, for  each
Valuation  Period Keyport Benefit deducts from each Sub-Account a Mortality
and  Expense  Risk Charge equal on an annual basis to .35% of  the  average
daily  net  asset value of the Sub-Account.  The charge is deducted  during
both the accumulation and annuity periods (i.e., both before and after  the
Income  Date).  Less than the full charge will be deducted from Sub-Account
values  attributable to Certificates issued to employees of Keyport Benefit
and other persons specified in "Sales of the Certificates".

Deductions for Transfers of Variable Account Value

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

Deductions for Premium Taxes

Keyport Benefit deducts the amount of any premium taxes levied by any state
or  governmental  entity when paid unless Keyport Benefit elects  to  defer
such  deduction. Such premium taxes depend, among other things, on the type
of  Certificate (Qualified or Non-Qualified), on the state of residence  of
the  Certificate Owner, the state of residence of the Annuitant, the status
of  Keyport Benefit within such states, and the insurance tax laws of  such
states.  For New York Certificates, the current premium tax rate is 0%.

Deductions for Income Taxes

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

Total Variable Account Expenses

The  Variable Account's total expenses in relation to the Certificate  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 therefore the deductions from and expenses  paid
out of the assets of the Eligible Funds.  These deductions and expenses are
described in the Eligible Fund prospectus.

                              OTHER SERVICES

The  Program.  Keyport  Benefit  offers the  following  investment  related
program  which  is  available  only prior to the  Income  Date:  Systematic
Withdrawal  Program.  This Program has its own requirements,  as  discussed
below. Keyport Benefit reserves the right to terminate the Program.

If the Certificate Owner has submitted the required telephone authorization
form, certain changes may be made by telephone.  The current conditions and
procedures are described in Appendix A.

Systematic  Withdrawal Program.  To the extent permitted  by  law,  Keyport
Benefit  will  make monthly, quarterly, semi-annual or annual distributions
of  a  predetermined dollar amount to a Certificate Owner that has enrolled
in the Systematic Withdrawal Program.  Under the Program, all distributions
will  be  made  directly to the Certificate Owner and will be  treated  for
federal tax purposes as any other withdrawal or distribution of Certificate
Value.  (See "Tax Status".)  A Certificate Owner may specify the amount  of
each partial withdrawal, subject to a minimum of $100.

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

                             THE CERTIFICATES

Variable Account Value

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

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

Valuation Periods

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

Net Investment Factor

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

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

(a)  is equal to:

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

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

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

(c)  is equal to:

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

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

Modification of the Certificate

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

Right to Revoke

The Certificate Owner may return the Certificate within 10 days after he or
she  receives  it  by delivering or mailing it to either Keyport  Benefit's
Service  Office or Manning & Napier Insurance Fund, Inc. 1100 Chase Square,
P.O.  Box 40610, Rochester, New York, 14604.  The return of the Certificate
by  mail  will  be  effective when the postmark is affixed  to  a  properly
addressed and postage-prepaid envelope.  The returned Certificate  will  be
treated  as  if  Keyport Benefit never issued it and Keyport  Benefit  will
refund the Certificate Value.

              DEATH PROVISIONS FOR NON-QUALIFIED CERTIFICATES

Death of Primary Owner, Joint Owner or Certain Non-Owner Annuitant

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

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

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

The  covered  person under this paragraph shall be the primary  Certificate
Owner or, if there is a non-natural Certificate Owner such as a trust,  the
Annuitant  shall  be the covered person.  If the covered person  dies,  the
Certificate Value will be increased, as provided below, if it is less  than
the Death Benefit Amount ("DBA").  The DBA is:

The  DBA  at issue is the initial Purchase Payment. Thereafter, it  is  the
prior death benefit plus any additional Purchase Payments, less any partial
withdrawals, including any applicable surrender charge.

When  Keyport  Benefit  receives due proof of the covered  person's  death,
Keyport  Benefit  will  compare, as of the date of death,  the  Certificate
Value  to the DBA. If the Certificate Value was less than the DBA,  Keyport
Benefit  will increase the current Certificate Value by the amount  of  the
difference.  Note that while the amount of the difference is determined  as
of  the  date  of death, that amount is not added to the Certificate  Value
until  Keyport  Benefit  receives due proof of death.   The  amount  to  be
credited  will be allocated to the Variable Account based on  the  Purchase
Payment  allocation  selection  that is  in  effect  when  Keyport  Benefit
receives  due  proof of death.  If the Certificate is not  surrendered,  it
will continue for the time period specified above.

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

Death  of Certain Non-Certificate Owner Annuitant.  These provisions  apply
if,  before  the  Income Date while the Certificate is In  Force,  (a)  the
Annuitant dies, (b) the Annuitant is not a Certificate Owner, and  (c)  the
Certificate  Owner is a natural person.  The Certificate will  continue  in
force  after the Annuitant's death.  The new Annuitant will be  any  living
contingent  annuitant,  otherwise the primary  Certificate  Owner.  If  the
Annuitant  is  the  first to die of the Certificate's  primary  Certificate
Owner,  Joint  Certificate Owner and Annuitant, then the Annuitant  is  the
Covered  Person  and the Certificate Value will be increased,  as  provided
below,  if  it  is less than the Death Benefit Amount ("DBA"),  as  defined
above.  When  Keyport Benefit receives due proof of the Annuitant's  death,
Keyport  Benefit  will  compare, as of the date of death,  the  Certificate
Value  to the DBA.  If the Certificate Value was less than the DBA, Keyport
Benefit  will increase the current Certificate Value by the amount  of  the
difference.  Note that while the amount of the difference is determined  as
of  the  date  of death, that amount is not added to the Certificate  Value
until  Keyport  Benefit  receives due proof of death.   The  amount  to  be
credited  will be allocated to the Variable Account based on  the  Purchase
Payment  allocation  selection  that is  in  effect  when  Keyport  Benefit
receives due proof of death.

                DEATH PROVISIONS FOR QUALIFIED CERTIFICATES

Death of Annuitant.  If the Annuitant dies before the Income Date while the
Certificate  is  In  Force,  the Designated Beneficiary  will  control  the
Certificate  after such a death.  The Certificate Value will be  increased,
as  provided below, if it is less than the Death Benefit Amount ("DBA")  as
defined  above.  When Keyport Benefit receives due proof of the Annuitant's
death,  Keyport  Benefit  will  compare, as  of  the  date  of  death,  the
Certificate  Value to the DBA. If the Certificate Value was less  than  the
DBA,  Keyport  Benefit will increase the current Certificate Value  by  the
amount of the difference.  Note that while the amount of the difference  is
determined  as  of  the date of death, that amount  is  not  added  to  the
Certificate Value until Keyport Benefit receives due proof of  death.   The
amount  to be credited will be allocated to the Variable Account  based  on
the  Purchase  Payment allocation selection that is in effect when  Keyport
Benefit receives due proof of death.

If  the Certificate is not surrendered, it may continue for the time period
permitted  by  the  Internal  Revenue Code  provisions  applicable  to  the
particular  Qualified Plan.  During this period, the Designated Beneficiary
may exercise all ownership rights, including the right to make transfers or
partial  withdrawals or the right to totally surrender the Certificate  for
its Certificate Withdrawal Value.  If the Certificate is still in effect at
the  end  of the period, Keyport Benefit will automatically end it then  by
paying the Certificate Withdrawal Value to the Designated Beneficiary.   If
the  Designated Beneficiary is not alive then, Keyport Benefit will pay any
person(s)  named  by  the  Designated Beneficiary  in  a  Written  Request;
otherwise the Designated Beneficiary's estate.

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

                           CERTIFICATE OWNERSHIP

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

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

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

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

                                ASSIGNMENT

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

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

                     PARTIAL WITHDRAWALS AND SURRENDER

The  Certificate  Owner may make partial withdrawals from the  Certificate.
Keyport Benefit must receive a Written Request and the minimum amount to be
withdrawn  must  be at least $300 or such lesser amount as Keyport  Benefit
may  permit  in conjunction with a Systematic Withdrawal Program.   If  the
Certificate Value after a partial withdrawal would be below $2,500, Keyport
Benefit  will  treat the request as a withdrawal of only the excess  amount
over  $2,500.   Unless the request specifies otherwise,  the  total  amount
withdrawn will be deducted from all Sub-Accounts of the Variable Account in
the  ratio  that the value in each Sub-Account bears to the total  Variable
Account Value.

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

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

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

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

                            ANNUITY PROVISIONS

Annuity Benefits

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

Income Date and Annuity Option

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

Change in Income Date and Annuity Option

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

Annuity Options

The  Annuity Options are:

Option A: Income for a Fixed Number of Years;

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

Option C: Joint and Last Survivor Income.

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

If  no  Annuity Option is selected, Option B will automatically be applied.
Unless  the  Certificate Owner chooses otherwise, Variable  Account  Value,
less  any  premium  taxes not previously deducted and less  any  applicable
Certificate  Maintenance  Charge will be  applied  to  a  variable  annuity
option.  Whether variable or fixed, the same Certificate Value  applied  to
each  option will produce a different initial annuity payment  as  well  as
different subsequent payments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Variable Annuity Payment Values

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

Proof of Age, Sex, and Survival of Annuitant

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

                          SUSPENSION OF PAYMENTS

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

                                TAX STATUS

Introduction

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

Taxation of Annuities in General

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

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

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

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

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

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

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

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

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

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

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

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

Qualified Plans

The  Certificate is designed for use with  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,  no
attempt  is made herein 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  offered and of the use of the Certificate  in  connection
therewith.  Purchasers  of  the Certificate should  seek  competent  advice
concerning  the terms and conditions of the particular Qualified  Plan  and
use of the Certificate with that Plan.

Individual Retirement Annuities

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

                    VARIABLE ACCOUNT VOTING PRIVILEGES

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

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

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

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

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

                         SALES OF THE CERTIFICATES

Keyport   Financial  Services  Corp.  ("KFSC")  serves  as  the   Principal
Underwriter  for  the  Certificate  described  in  this  Prospectus.    The
Certificate will be sold by salespersons who represent Keyport Benefit Life
Insurance Company, an affiliate of KFSC, as variable annuity agents and who
are  registered  representatives of broker/dealers who  have  entered  into
distribution agreements with KFSC.  KFSC is registered under the Securities
Exchange  Act  of  1934  and  is a member of the  National  Association  of
Securities  Dealers,  Inc.   It  is located at  125  High  Street,  Boston,
Massachusetts  02110.  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.  Keyport Benefit is engaged in  various
kinds  of  routine  litigation which in its judgment  is  not  of  material
importance in relation to the total capital and surplus of Keyport Benefit.

                      INQUIRIES BY CERTIFICATE OWNERS

Certificate Owners with questions about their Certificates may either write
Keyport  Benefit's Service Office, 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
Keyport Benefit Life Insurance Company                         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   6
Financial Statements                                           6
 Keyport Benefit Life Insurance Company                        7


                                APPENDIX A

                          TELEPHONE INSTRUCTIONS

Telephone Transfers of Certificate Values

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

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

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

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

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

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

7.   Telephone transfer instructions received by Keyport Benefit at 800-367-
3653  and/or Manning & Napier Insurance Fund at (800) 466-3863  before  the
close  of  trading  on  the New York Stock Exchange  (currently  4:00  P.M.
Eastern  Time)  will be initiated that day based on the unit  value  prices
calculated at the close of that day.  Instructions received after the close
of trading on the NYSE will be initiated the following business day.

8.    Once  instructions are accepted by Keyport Benefit and/or  Manning  &
Napier Insurance Fund, they may not be canceled.

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

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


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


                    STATEMENT OF ADDITIONAL INFORMATION
                                     
                      GROUP FLEXIBLE PURCHASE PAYMENT
                    DEFERRED VARIABLE ANNUITY CONTRACT
                                 ISSUED BY
                            VARIABLE ACCOUNT A
                                    OF
        KEYPORT BENEFIT LIFE INSURANCE COMPANY ("Keyport Benefit")
                                     


   
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 June 25, 1998. 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

Keyport Benefit Life Insurance Company.....................................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...............6
Financial Statements.......................................................6
  Keyport Benefit Life Insurance Company...................................7


   
The date of this statement of additional information is June 25, 1998.
    
                  KEYPORT BENEFIT LIFE INSURANCE COMPANY

Liberty Mutual Insurance Company ("Liberty Mutual"), a multi-line insurance
company,  is  the  ultimate  corporate parent of Keyport  Benefit.  Liberty
Mutual   ultimately   controls  Keyport  Benefit  through   the   following
intervening   holding   company  subsidiaries:    Liberty   Mutual   Equity
Corporation, LFC Holdings Inc., Liberty Financial Companies, Inc.  ("LFC"),
SteinRoe Services, Inc. and Keyport Life Insurance Company. Liberty Mutual,
as  of  December  31,  1997, owned, indirectly, approximately  73%  of  the
combined  voting  power of the outstanding stock of LFC (with  the  balance
being publicly held). For additional information about Keyport Benefit, see
page 8 of the prospectus.

                         VARIABLE ANNUITY BENEFITS

Variable Annuity Payment Values

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

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

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

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

When Keyport Benefit  first purchased Eligible Fund shares on behalf of the
Variable  Account, Keyport Benefit valued each Annuity Unit for  each  Sub-
Account  at  a specified dollar amount. The Unit value for each Sub-Account
in  any Valuation Period thereafter is determined by multiplying the  value
for  the  prior  period by a net investment factor.   This  factor  may  be
greater  or  less  than 1.0; therefore, the Annuity Unit  may  increase  or
decrease  from  Valuation  Period to Valuation Period.   For  each  assumed
annual  investment rate (AIR), Keyport Benefit 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 Contract'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  Keyport Benefit  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 Keyport
Benefit  receives the request, Keyport Benefit  will: (a) value the Annuity
Units  for each Sub-Account to create a total annuity value; (b) apply  the
new  percentages  the  payee  has selected to this  total  value;  and  (c)
recompute  the  number  of Annuity Units for each  Sub-Account.   This  new
number  of units will remain fixed for the remainder of the payment  period
unless the payee requests another change.

                           SAFEKEEPING OF ASSETS

Keyport  Benefit is responsible for the safekeeping of the  assets  of  the
Variable Account.

Keyport Benefit 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. Keyport Benefit has contracted  with  Keyport
Life Insurance Company, its corporate parent, to provide all administration
for  the  Contracts  and Certificates, as its agent. Keyport  Benefit  pays
Keyport Life Insurance Company for the costs it incurs for providing  those
administrative services.

                           PRINCIPAL UNDERWRITER

The  Contracts  and  Certificates,  which  are  offered  continuously,  are
distributed  by  Keyport Financial Services Corp.  ("KFSC"),  which  is  an
affiliate of Keyport Benefit.

                                  EXPERTS

The  statutory-basis financial statements of Keyport Benefit Life Insurance
Company  (formerly American Benefit Life Insurance Company) as of  December
31,  1997  and  1996, and for each of the three years in the  period  ended
December  31,  1997  appearing in this Statement of Additional  Information
have  been audited by Ernst & Young LLP, independent auditors, as set forth
in  their  report thereon appearing elsewhere herein, and are  included  in
reliance upon such report given upon the authority of such firm as  experts
in accounting and auditing.

                          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.

                           FINANCIAL STATEMENTS

The  Variable  Account has not yet commenced operations  and  therefore  no
financial  statements  are included.  The financial statements  of  Keyport
Benefit  are  provided  as relevant to its ability to  meet  its  financial
obligations under the Certificates.


                      Report of Independent Auditors

The Board of Directors and Stockholder
Keyport Benefit Life Insurance Company
(formerly American Benefit Life Insurance Company)

We  have audited the accompanying statutory-basis balance sheets of Keyport
Benefit  Life  Insurance Company (formerly American Benefit Life  Insurance
Company,  a wholly-owned subsidiary of American Republic Insurance Company)
as  of  December  31,  1997  and  1996,  and  the  related  statutory-basis
statements  of operations, changes in capital and surplus, and  cash  flows
for  each  of the three years in the period ended December 31, 1997.  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.

As  described  in Note 1 to the financial statements, the Company  presents
its financial statements in conformity with accounting practices prescribed
or  permitted by the Insurance Department of the State of New  York,  which
practices  differ  from  generally  accepted  accounting  principles.   The
variances   between  such  practices  and  generally  accepted   accounting
principles  also  are  described in Note 1. The effects  on  the  financial
statements  of  these  variances are not reasonably  determinable  but  are
presumed to be material.

In  our  opinion,  because of the effects of the matter  described  in  the
preceding  paragraph, the financial statements referred  to  above  do  not
present   fairly,   in   conformity  with  generally  accepted   accounting
principles,  the  financial  position of  Keyport  Benefit  Life  Insurance
Company at December 31, 1997 and 1996, or the results of its operations  or
its cash flows for each of the three years in the period ended December 31,
1997.

However, in our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Keyport Benefit
Life  Insurance Company at December 31, 1997 and 1996, and the  results  of
its operations and its cash flows for each of the three years in the period
ended December 31, 1997, in conformity with accounting practices prescribed
or permitted by the Insurance Department of the State of New York.



ERNST & YOUNG LLP
Des Moines, Iowa
March 13, 1998

                  Keyport Benefit Life Insurance Company
            (formerly American Benefit Life Insurance Company)
                                     
                     Balance Sheets - Statutory-Basis



                                                         December 31
                                                     1997          1996
Admitted assets
Bonds D at amortized cost                         $2,995,943  $  8,416,743

Cash and cash equivalents:
 Short-term investments                            2,498,556       210,000
 Cash                                                952,919        74,858
                                                   3,451,475       284,858
Total cash and investments                         6,447,418     8,701,601

Investment income due and accrued                     86,829       152,615
Receivable from securities sold                        -               873
Other admitted assets                                      9           151
Separate account assets                            2,777,522     3,690,792
Total admitted assets                             $9,311,778   $12,546,032

Liabilities and capital and surplus
Liabilities:
 Policy reserves:
  Annuity                                         $   73,095   $    88,053
  Accident and health                                 95,961        79,526
                                                     169,056       167,579

 Policy and contract claims                           47,460        45,600
 Due to parent under tax allocation agreement         87,449       132,559
 Transfer to separate accounts due or accrued, net    (3,214)      (10,285)
 Asset valuation reserve                               -            58,296
 Interest maintenance reserve                         38,672        20,116
 Other liabilities                                   105,833        20,825
 Separate account liabilities                      2,777,522     3,690,792
Total liabilities                                  3,222,778     4,125,482

Lease commitment  (Note 9)

Capital and surplus:
 Common Stock, par value $2,000
 per share D 1,000 shares authorized,
 issued and outstanding                            2,000,000     2,000,000
 Additional paid-in capital                        2,500,000     5,000,000
 Separate account contingency reserve                  -            92,270
 Unassigned surplus                                1,589,000     1,328,280
Total capital and surplus                          6,089,000     8,420,550
Total liabilities and capital and surplus         $9,311,778   $12,546,032


                          See accompanying notes.

                  Keyport Benefit Life Insurance Company
            (formerly American Benefit Life Insurance Company)
                                     
                Statements of Operations - Statutory-Basis




                                              Year ended December 31
                                            1997       1996      1995
Premiums and other considerations:
 Annuity deposits                        $ 37,387   $ 43,705   $ 51,449
 Accident and health                         -         9,100     18,200
                                           37,387     52,805     69,649

Net investment income                     562,822    590,018    570,073
Miscellaneous income                        7,902      7,651    134,395
                                          608,111    650,474    774,117
Benefits and expenses:
 Benefits paid or provided for:
  Surrender benefits                    1,312,171  1,804,050  3,285,960
  Annuity and other benefits               27,546     86,818     58,768
  Accident and health benefits             27,420       -        37,326
  Decrease in policy reserves               1,477    (30,370)  (131,774)
                                        1,368,614  1,860,498  3,250,280
  Insurance expenses:
   Commissions                              3,149      4,479      6,175
   General insurance expenses             389,107    327,700    300,049
   Insurance taxes, licenses and fees      27,001      7,749      7,039
   Net transfers from separate account (1,356,208)(1,895,913)(3,230,846)
                                         (936,951)(1,555,985)(2,917,583)
                                          431,663    304,513    332,697
Gain from operations before federal
 income taxes and net realized capital
 gains                                    176,448    345,961    441,420

Federal income taxes                       66,328    118,372    130,420
Net gain from operations before net
 realized capital gains                   110,120    227,589    311,000

Net realized capital gains, net of
 federal income taxes (1997 - $14,672;
 1996 D $1,628; 1995 D $1,580) and amounts
 transferred to interest maintenance
 reserve (1997 D $27,249; 1996 D $3,024;
 1995 D $2,934)                             -           -          -

Net income                               $110,120  $227,589    $311,000



                          See accompanying notes.

                  Keyport Benefit Life Insurance Company
            (formerly American Benefit Life Insurance Company)
                                     
      Statements of Changes in Capital and Surplus - Statutory-Basis

                                          Separate
                            Additional    Account
                 Common      Paid-In     Contingency   Unassigned
                  Stock      Capital      Reserve       Surplus     Total

Balance at
 January 1,
 1995          $2,000,000   $5,000,000     $185,557  $  769,276 $7,954,833
  Net income         -            -            -        311,000    311,000
  Decrease in
   asset
   valuation
   reserve           -            -            -          3,917      3,917
  Decrease in
   nonadmitted
   assets            -            -             -           356        356
  Decrease in
   surplus of
   separate
   account           -            -             -       (69,062)   (69,062)
  Transfer of
   contingency
   reserve back
   to unassigned
   surplus           -            -         (57,755)     57,755        -
  Other              -            -            -         (7,522)    (7,522)
Balance at
 December 31,
 1995           2,000,000    5,000,000      127,802   1,065,720  8,193,522
  Net income         -            -            -        227,589    227,589
  Increase in
   asset valuation
   reserve           -            -            -           (751)      (751)
  Decrease in
   nonadmitted
   assets            -            -            -            190        190
  Transfer of
   contingency
   reserve back to
   unassigned
   surplus           -            -         (35,532)     35,532      -
Balance at
 December 31,
 1996           2,000,000    5,000,000       92,270   1,328,280  8,420,550
  Net income         -            -            -        110,120    110,120
  Decrease in
   asset valuation
   reserve           -            -            -         58,296     58,296
  Decrease in
   nonadmitted
   assets            -            -            -             34         34
  Transfer of
   contingency
   reserve back
   to unassigned
   surplus           -            -         (92,270)     92,270       -
  Dividend paid
   to parent         -      (2,500,000)        -           -    (2,500,000)
Balance at
 December 31,
 1997          $2,000,000   $2,500,000    $    -     $1,589,000 $6,089,000



                          See accompanying notes.

                  Keyport Benefit Life Insurance Company
            (formerly American Benefit Life Insurance Company)
                                     
                Statements of Cash Flows - Statutory-Basis


                                              Year ended December 31
                                            1997       1996        1995
Operating activities
Premiums and other
 considerations                       $    37,529  $   52,808   $   69,504
Investment income, less expenses          648,361     598,768      599,720
Miscellaneous income                         (792)        186      126,915
Accident and health claims                (25,560)      -          (43,526)
Annuity surrenders                     (1,312,171) (1,804,050)  (3,285,960)
Annuity and other benefits paid           (27,546)    (86,818)     (58,768)
Insurance expenses                       (340,984)   (344,366)    (326,057)
Federal income taxes paid                (126,110)   (119,441)     (65,501)
Net transfers from separate account     1,363,279   1,910,019    3,230,846
Net cash provided by operating
 activities                               216,006     207,106      247,173

Investing activities
Proceeds from bonds sold,
 matured or repaid                      5,743,126   2,978,253    1,692,370
Cost of bonds acquired                   (293,966) (3,388,068)  (1,826,241)
Dividend paid to parent                (2,500,000)      -             -
Other                                       1,451      49,070            1
Net cash provided by (used in)
 investing activities                   2,950,611    (360,745)    (133,870)
Increase (decrease) in cash and
 cash equivalents                       3,166,617    (153,639)     113,303

Cash and cash equivalents at
 beginning of year                        284,858     438,497      325,194
Cash and cash equivalents at end
 of year                               $3,451,475  $  284,858  $   438,497



                          See accompanying notes.

                  Keyport Benefit Life Insurance Company
            (formerly American Benefit Life Insurance Company)
                                     
               Notes to Statutory-Basis Financial Statements
                                     
                             December 31, 1997




1. Organization and Significant Accounting Policies

Organization

Through December 31, 1997, Keyport Benefit Life Insurance Company (formerly
American  Benefit  Life  Insurance Company) was wholly  owned  by  American
Republic  Insurance  Company (American Republic), a mutual  life  insurance
company.  The Company was sold on January 2, 1998 to Keyport Life Insurance
Company  including the assumption of all responsibilities  related  to  the
Separate  Account. The name of the Company was changed in conjunction  with
the  sale  from American Benefit Life Insurance Company to Keyport  Benefit
Life  Insurance Company. The Company offers flexible premium annuities  and
long-term care products. The Company is licensed in the State of New York.

Basis of Presentation

The  accompanying  financial statements of Keyport Benefit  Life  Insurance
Company  (formerly  American  Benefit Life  Insurance  Company)  have  been
prepared in conformity with accounting practices prescribed or permitted by
the  Insurance Department of the State of New York, which practices  differ
from generally accepted accounting principles ("GAAP").

Prescribed  statutory accounting practices include state laws,  regulations
and  general administrative rules, as well as a variety of publications  of
the  National  Association  of  Insurance Commissioners  (NAIC).  Permitted
statutory accounting practices encompass all accounting practices that  are
not  prescribed. Such practices may differ from state to state, may  differ
from company to company within a state and may change in the future.

The  NAIC  is  in  the process of codifying statutory accounting  practices
(Codification). Codification will likely change, to some extent, prescribed
statutory  accounting practices and may result in changes to the accounting
practices  that  the Company uses to prepare its statutory-basis  financial
statements.  Codification, which was approved by the NAIC  in  March  1998,
will  require  adoption  by  the  various  states  before  it  becomes  the
prescribed   statutory   basis  of  accounting  for   insurance   companies
domesticated within those states. Accordingly, before Codification  becomes
effective for the Company, the State of Iowa must adopt Codification as the
prescribed basis of accounting on which domestic insurers must report their
statutory-basis  results to the Insurance Division. At  this  time,  it  is
unclear whether the State of Iowa will adopt Codification.

                  Keyport Benefit Life Insurance Company
            (formerly American Benefit Life Insurance Company)
                                     
         Notes to Statutory-Basis Financial Statements (continued)

1. Organization and Significant Accounting Policies (continued)

The more significant differences between statutory accounting practices and
GAAP  are  as  follows: (a) investments in bonds are reported at  amortized
cost  or  market value based on their NAIC rating. For GAAP purposes,  such
investments  in  debt  securities are designated at  purchase  as  held-to-
maturity,  trading or available-for-sale. Held-to-maturity  investments  in
debt  securities are reported at amortized cost. The remaining  investments
in  debt  securities are reported at fair value with the unrealized holding
gains and losses reported in operations for those designated as trading and
as  a  separate  component of equity for those designated as available-for-
sale;  (b)  the  costs of acquiring and renewing business  are  charged  to
current operations as incurred rather than deferred and amortized over  the
premium-paying  period or in proportion to the present  value  of  expected
gross profit margins; (c) policy reserves on certain annuity contracts  use
discounting  methodologies utilizing statutory interest rates  rather  than
full account values; (d) deferred federal income taxes are not provided for
the  difference  between the financial reporting and income  tax  bases  of
assets  and liabilities for statutory purposes, whereas, they are  required
for GAAP; (e) under a formula determined by the NAIC, the Company defers in
the  Interest Maintenance Reserve (IMR) the portion of realized  gains  and
losses  on sales of bonds attributable to changes in the general  level  of
interest  rates and amortizes those deferrals over the remaining period  to
maturity. Realized capital gains and losses are reported in operations  net
of  federal  income taxes and transfers to the IMR rather than reported  in
the statements of operations on a pretax basis in the period that the asset
giving  rise  to  the gain or loss is sold; (f) declines in  the  estimated
realizable  value of investments are provided for through the establishment
of  a  formula determined statutory asset valuation reserve (carried  as  a
liability)  with changes charged directly to surplus, rather  than  through
recognition  in  the statements of operations for declines in  value,  when
such  declines  are judged to be other than temporary; (g)  certain  assets
designated  as "non-admitted assets" have been charged directly to  surplus
rather than being reported as assets; and (h) revenues for annuity deposits
consist  of  premiums received rather than policy charges for the  cost  of
insurance,  policy  initiation and administration,  surrender  charges  and
other fees that have been assessed against policy account values.

The  effects  of  the  foregoing variances from GAAP  on  the  accompanying
statutory-basis  financial statements have not  been  determined,  but  are
presumed to be material.

Use of Estimates

The preparation of financial statements of insurance companies requires
management to make estimates and assumptions that affect amounts reported
in the financial statements and accompanying notes. Such estimates and
assumptions could change in the future as more information becomes known,
which could impact the amounts reported and disclosed herein.

                  Keyport Benefit Life Insurance Company
            (formerly American Benefit Life Insurance Company)
                                     
         Notes to Statutory-Basis Financial Statements (continued)


1. Organization and Significant Accounting Policies (continued)

Investments

Investments in bonds and short-term investments are stated at cost adjusted
for  amortization  of premiums or accrual of discounts.  The  discounts  or
premiums  on  bonds  are amortized using the scientific (interest)  method,
which  results  in a constant yield over the investmentsO  expected  lives.
Other  admitted assets are valued as required or permitted by the Insurance
Department of the State of New York.

Realized  capital  gains and losses on investments are  determined  on  the
basis  of  specific  identification and are recorded in the  statements  of
operations  net of related federal income taxes and amounts transferred  to
the  interest  maintenance reserve. The Asset Valuation  Reserve  (AVR)  is
established by the Company to provide for anticipated losses in  the  event
of  default  by  issuers  of  certain invested assets.  These  amounts  are
determined  using a formula prescribed by the NAIC and are  reported  as  a
liability.  The formula for the AVR provides for a corresponding adjustment
for  realized gains and losses, net of amounts attributed to changes in the
general  level of interest rates. Under a formula prescribed by  the  NAIC,
the Company defers, in the IMR, the portion of realized gains and losses on
sales  of  fixed  income  investments, principally bonds,  attributable  to
changes  in  the  general  level  of interest  rates  and  amortizes  those
deferrals over the remaining period to maturity of the security.

Cash and Cash Equivalents

For  purposes  of  the statement of cash flows, the Company  considers  all
highly  liquid  investments  with a maturity  of  one  year  or  less  when
purchased to be cash equivalents.

Policy Reserves

The  annuity  policy reserves are established and maintained using  assumed
interest  rates and valuation methods that will provide, in the  aggregate,
reserves  that are greater than the minimum valuation required  by  law  or
guaranteed policy cash values.

The  accident  and  health policy reserves represent unearned  premiums  on
accident  and health policies and an estimate of unpaid claims. Policy  and
contract  claims  are  determined using individual  claim  evaluations  and
statistical analyses. Policy and contract claims represent estimates of the
ultimate  net  costs of all losses, reported and unreported,  which  remain
unpaid at December 31 of each year. These estimates are necessarily subject
to  the  impact  of future changes in claim severity, frequency  and  other
factors.   In  spite  of  the  variability  inherent  in  such  situations,
management  believes  that  the  unpaid claim  amounts  are  adequate.  The
estimates  are  continuously reviewed and as adjustments to  these  amounts
become necessary, such adjustments are reflected in current operations.

                  Keyport Benefit Life Insurance Company
            (formerly American Benefit Life Insurance Company)
                                     
         Notes to Statutory-Basis Financial Statements (continued)

1. Organization and Significant Accounting Policies (continued)

Recognition of Premium Revenue and Costs

Premiums are recognized as revenue over the premium-paying period  and  all
costs  related to the acquisition of new business are charged to operations
as incurred.

Separate Account

Separate  account  assets  and liabilities represent  funds  held  for  the
exclusive  benefit of variable annuity contractholders. Fees  are  received
for   administrative   expenses   and  for  assuming   certain   mortality,
distribution  and expense risks. The statement of operations  includes  the
premiums,  benefits and other items (including transfers to  and  from  the
separate account) arising from the operations of the separate account.

2. Fair Values of Financial Instruments

Statement  of  Financial Accounting Standards (SFAS) No.  107,  Disclosures
about  Fair  Value  of Financial Instruments, requires disclosure  of  fair
value information about financial instruments, whether or not recognized in
the  balance sheet, for which it is practicable to estimate that value.  In
cases  where quoted market prices are not available, fair values are  based
on  estimates  using  present  value or other valuation  techniques.  Those
techniques  are  significantly affected by the assumptions used,  including
the  discount rate and estimates of future cash flows. In that regard,  the
derived  fair  value estimates cannot be substantiated  by  comparisons  to
independent markets and, in many cases, could not be realized in  immediate
settlement  of  the  instrument. SFAS No. 107  excludes  certain  financial
instruments   and   all  nonfinancial  instruments  from   its   disclosure
requirements.  Accordingly, the aggregate fair value amounts  presented  do
not represent the underlying value of the Company.

The  following  methods  and  assumptions  were  used  by  the  Company  in
estimating its fair value disclosures for financial instruments:

 Cash  and  cash  equivalents: The carrying  amounts  of  $3,451,475  and
 $284,858  at  December  31,  1997  and  1996,  respectively,  for  these
 instruments approximate their fair values.
 
 Bonds:  Fair  values for bonds are based on quoted market prices,  where
 available.  For  bonds  not actively traded, fair values  are  estimated
 using  values  obtained from independent pricing services. The  carrying
 amounts  and  fair  values of the CompanyOs bonds  were  $2,995,943  and
 $3,060,000  at  December  31,  1997 and  $8,416,743  and  $8,517,444  at
 December 31, 1996, respectively.
 
 Separate   account  assets:  The  carrying  amount  of  $2,777,522   and
 $3,690,792  at December 31, 1997 and 1996, respectively, represents  the
 fair value of these assets.
 
                  Keyport Benefit Life Insurance Company
            (formerly American Benefit Life Insurance Company)
                                     
         Notes to Statutory-Basis Financial Statements (continued)




2. Fair Values of Financial Instruments (continued)

 Investment  contracts: Fair values for the CompanyOs  liabilities  under
 investment-type  insurance contracts are based  on  the  cash  surrender
 values of the underlying contracts. The carrying amounts and fair values
 of  the  CompanyOs liabilities for investment-type insurance  contracts,
 including separate account liabilities, was $2,847,403 and $2,771,755 at
 December  31, 1997 and $3,768,560 and $3,752,000 at December  31,  1996,
 respectively.


3. Investment Operations

At December 31, 1997 and 1996, the amortized cost and estimated fair values
of the CompanyOs portfolio of debt securities is as follows:

                                      Gross        Gross        Estimated
                       Amortized    Unrealized    Unrealized      Fair
                         Cost         Gains        Losses        Value

December 31, 1997
Bonds:
 United States
  Government and
  agencies               $2,995,943   $  64,057   $      -      $3,060,000
Short-term investments:
 Industrial and
  miscellaneous           2,498,556        -             -       2,498,556
                         $5,494,499   $  64,057   $      -      $5,558,556

December 31, 1996
Bonds:
 United States
  Government and
  agencies               $3,293,758   $  68,533    $  (9,291)   $3,353,000
  State, municipal
   and other government      99,270       2,730          -         102,000
  Public utilities        1,679,494      14,927       (7,640)    1,686,781
  Industrial and
   miscellaneous          3,344,221      45,872      (14,430)    3,375,663
                          8,416,743     132,062      (31,361)    8,517,444
Short-term investments:
 Industrial and
  miscellaneous             210,000        -              -        210,000
                            210,000        -              -        210,000
                         $8,626,743    $132,062     $(31,361)   $8,727,444

                  Keyport Benefit Life Insurance Company
            (formerly American Benefit Life Insurance Company)
                                     
         Notes to Statutory-Basis Financial Statements (continued)




3. Investment Operations (continued)

The  amortized cost and estimated fair value of debt securities at December
31,  1997,  by  contractual maturity, are shown below. Expected  maturities
will  differ  from contractual maturities because borrowers  may  have  the
right  to  call  or prepay obligations with or without call  or  prepayment
penalties.

                                                    Estimated
                                     Amortized         Fair
                                       Cost           Value

Due in one year or less             $3,498,500     $3,498,556
Due after one year through
 five years                          1,995,999      2,060,000
                                    $5,494,499     $5,558,556

For  the  years  ended  December 31, 1997,  1996  and  1995,  net  realized
investment  gains  as shown in the statement of operations  includes  gross
gains  on  the  sale  of  debt securities of $41,921,  $4,652  and  $4,514,
respectively.

Major categories of net investment income are summarized as follows:

                                          Year ended December 31
                                         1997      1996      1995

Bonds                                  $502,118  $583,777  $561,809
Short-term investments                   76,180    14,582    15,440
Miscellaneous                                29      -         -
                                        578,327   598,359   577,249

Less investment expenses                 15,505     8,341     7,176
Net investment income                  $562,822  $590,018  $570,073

At  December  31, 1997, affidavits of deposits covering bonds  of  $500,000
were on deposit with state agencies to meet regulatory requirements.


4. Federal Income Taxes

The  Company  filed a consolidated federal income tax return with  American
Republic  through  December 31, 1997. It is American RepublicOs  policy  to
compute  taxes allocated to the Company as if the Company filed a  separate
tax return.

                  Keyport Benefit Life Insurance Company
            (formerly American Benefit Life Insurance Company)
                                     
         Notes to Statutory-Basis Financial Statements (continued)




4. Federal Income Taxes (continued)

The  effective tax rate is different than the prevailing federal income tax
rates of 35% in 1997, 1996 and 1995, principally due to the following:

                                        Year ended December 31
                                       1997      1996       1995

Federal income tax at statutory
 rate                                $61,757   $121,086   $154,497
Tax increase (decrease) from:
 Separate account loss                  -          -       (24,171)
 Market discount on bonds D net       (9,427)    (5,752)    (5,884)
 Deferred acquisition costs D
  tax basis                           (3,603)    (2,951)    (4,044)
 Realized gains                       14,672      1,628      1,580
 Other                                 2,929      4,361      8,442
Federal income taxes                 $66,328   $118,372   $130,420


5. Annuity Reserves

The   CompanyOs   annuity  policy  reserves  (including  separate   account
liabilities)  relate  to  liabilities  established  on  a  variety  of  the
CompanyOs  products  that  are  not subject to  significant  mortality  and
morbidity risk; however, there may be certain restrictions placed upon  the
amount  of  funds  that  can be withdrawn without penalty.  The  amount  of
reserves on these products, by withdrawal characteristics, and the  related
percentage of the total, are summarized as follows:

                                            December 31
                                   1997                     1996
                             Amount    Percentage      Amount    Percentage
Subject to discretionary
 withdrawal at book value
 less surrender charge     $2,758,820     97%        $3,673,369    98%
Not subject to
 discretionary withdrawal      88,583      3             95,191     2
Total annuity reserves and
 deposit fund liabilities  $2,847,403    100%        $3,768,560   100%

                  Keyport Benefit Life Insurance Company
            (formerly American Benefit Life Insurance Company)
                                     
         Notes to Statutory-Basis Financial Statements (continued)




6. Liability for Unpaid Claims

Activity  in  the  liability  for  unpaid accident  and  health  claims  is
summarized as follows:

                                       Year ended December 31
                                      1997      1996      1995

Balance at January 1                $45,600   $45,600   $100,000
Incurred related to:
 Current year                          -         -          -
 Prior years                         38,984      -       (10,874)
Total incurred                       38,984      -       (10,874)

Paid related to:
 Current year                          -         -          -
 Prior years                         25,560      -        43,526
Total paid                           25,560      -        43,526
Balance at December 31              $59,024   $45,600   $ 45,600


7. Separate Account

A  reconciliation  of  the amounts transferred to  and  from  the  separate
account is as follows:

                                       Year ended December 31
                                      1997       1996       1995
Transfers as reported in the
 summary of operations of the
 separate account statement:
  Transfers to separate account   $      -      $    22,638    $    81,085
  Transfers from separate
   account                         (1,354,731)   (1,918,111)    (3,410,160)
Net transfers from separate
 account                           (1,354,731)   (1,895,473)    (3,329,075)

Reconciling adjustments:
 General account annuity
  management fee income                  -             -            97,387
 Separate account
  miscellaneous income                 (1,477)         (440)           842
                                       (1,477)         (440)        98,229
Transfers as reported in the
 summary of operations of the
 life, accident and health annual
 statement                        $(1,356,208)  $(1,895,913)   $(3,230,846)
                  Keyport Benefit Life Insurance Company
            (formerly American Benefit Life Insurance Company)
                                     
         Notes to Statutory-Basis Financial Statements (continued)




8. Related Party Transactions

Under  a  service agreement with American Republic, the Company  reimburses
American  Republic  for  the cost of services  which  it  provides  to  the
Company.  The cost of these services was $69,415, $52,586 and  $49,933  for
1997, 1996 and 1995, respectively.


9. Lease Commitment

The  Company  has entered into an operating lease agreement for  rental  of
space  for the home office. Rent expense was $16,316 for 1997, $10,080  for
1996 and $10,050 in 1995.


10. Year 2000 (Unaudited)

Based  on  a  study of its computer software and hardware, the Company  has
determined its exposure to the Year 2000 change of the century date  issue.
The Company has developed a plan to modify its information technology to be
ready for the Year 2000. Efforts began in 1996 to modify its systems.  This
project  is  expected to be substantially completed early  in  1999.  While
additional testing will be conducted on its systems through the Year  2000,
the  Company does not expect this project to have a significant  effect  on
the  Company's operations. To mitigate the effect of outside influences and
other  dependencies  relative to the Year 2000, the Company  is  contacting
significant  customers, suppliers and other third parties.  To  the  extent
these  third parties would be unable to transact business in the Year  2000
and thereafter, the Company's operations could be adversely affected.





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