VARIABLE ACCOUNT A OF KEYPORT BENEFIT LIFE INSURANCE CO
497, 1998-07-30
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                       July 22, 1998 Prospectus for
    
                                     
                                     
                                     
                                     
                                 NEW YORK
                     KEYPORT ADVISOR VARIABLE ANNUITY
                                     
                                     
                                     
                                     
                                     
                                     
                      Including Fund Prospectuses for
                                     
                          THE ALGER AMERICAN FUND
                                     
               ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
                                     
                     LIBERTY VARIABLE INVESTMENT TRUST
                                     
                       MFS VARIABLE INSURANCE TRUST
                                     
                    STEINROE VARIABLE INVESTMENT TRUST
                                     
                                     


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



Distributed by:

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

Issued by:
Keyport Benefit Life Insurance Company
100 Manhattanville Road, Purchase, NY 05077

Keyport Benefit Service Office
125 High Street, Boston, MA 02110-2712

Service Hotline 800-367-3653 (Press 3)

KBLVAP 7/98
                                     
____Yes.I  would  like  to  receive the Keyport  Benefit  Advisor  Variable
Annuity Statement of Additional Information.

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

____ The Alger American Fund

____ Alliance Variable Products Series Fund, Inc.

____ Liberty Variable Investment Trust

____ MFS Variable Insurance Trust

____ SteinRoe Variable Investment Trust
                                     
Name

Address

City State Zip


                            BUSINESS REPLY MAIL
               FIRST CLASS MAIL  PERMIT NO. 6719  BOSTON, MA
                     POSTAGE WILL BE PAID BY ADDRESSEE
                                     
                  KEYPORT BENEFIT LIFE INSURANCE COMPANY
                              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 also on a fixed basis, and payments of  periodic
annuity  payments on either a variable or a fixed basis.  The  Certificates
are designed for use by individuals for retirement planning purposes.

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

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

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

A Statement of Additional Information dated the same as this prospectus has
been  filed  with  the  Securities and Exchange Commission  and  is  herein
incorporated by reference.  It is available, at no charge, by  writing  the
Principal Underwriter, Keyport Financial Services Corp. at 125 High Street,
Boston, MA 02110, by calling Keyport Benefit's Service Office at (800) 437-
4466, or by returning the postcard on the back cover of this prospectus.  A
table  of contents for the Statement of Additional Information is  on  Page
27.

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

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

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

THIS   PROSPECTUS  DOES  NOT  CONSTITUTE  AN  OFFERING  IN  ANY  STATE   OR
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.  NO PERSON IS
AUTHORIZED  BY  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 July 22, 1998
    


                             TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

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

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

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

Fixed  Account: Part of Keyport Benefit's general account to which Purchase
Payments may be allocated or Certificate Values may be transferred.

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

Guarantee Period Anniversary:  An anniversary of a Guarantee Period's Start
Date.

Guarantee  Period Month:  The first Guarantee Period Month is  the  monthly
period  which begins on the Start Date. Subsequent Guarantee Period  Months
begin on the same day in the ensuing months.

Guarantee  Period  Year:  The first Guarantee Period  Year  is  the  annual
period  which  begins on the Start Date. Subsequent Guarantee Period  Years
begin on each Guaranteed Period Anniversary.

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

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

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

Office:  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
Sections  401,  403(b),  408(b), or 408A of  the  Internal   Revenue  Code.
Keyport Benefit treats Section 457 plans as Qualified Plans.

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

Start Date:  The date an amount is first allocated to a Guarantee Period.

Variable  Account:  A separate investment account of 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):                7%1

        Years from Date of Payment         Sales Charge

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

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

Annual  Certificate Maintenance Charge3                $36

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

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

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

     (i)  variable annuity Option A (Income for a Fixed Number of Years) is
applicable; and
      (ii)  at the time of the first payment of the year, the present value
of  all the remaining payments (see "Option A" on Page 28) is greater  than
or equal to $40,000.

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

Mortality and Expense Risk Charge:                           1.25%
Distribution Charge:                                          .15%
Total Variable Account Annual Expenses:                      1.40%

 Alger American Fund, Alliance Series Fund, Liberty Trust, MFS Trust, and
                      SteinRoe Trust Annual Expenses4
                  (as a percentage of average net assets)

                            Management       Other           Total Fund
                              Fees          Expenses          Operating
                           (After Any     (After Any        Expenses (After
                          Waiver and/or   Waiver and/or   Any Waiver and/or
Fund                              Reimbursement)5           Reimbursement)5
Reimbursement)5

Alger Growth                    .75%          .04%           .79%
Alger Small Cap                 .85%          .04%           .89%
Alliance Global Bond            .56%(.65%)    .38%           .94%(1.03%)
Alliance Premier Growth        1.00%          .08%          1.08%
Colonial Growth & Income        .65%          .14%           .79%
Colonial Int'l Fund for Growth  .90%          .44%          1.34%
Colonial Strategic Income       .65%          .15%(.17%)     .80%(.82%)
Colonial U.S. Stock             .80%          .14%           .94%
Liberty All-Star Equity         .80%          .20%(.65%)    1.00%(1.45%)
Newport Tiger                   .90%          .35%          1.25%
Stein Roe Global Utilities      .65%          .18%           .83%
MFS Emerging Growth             .75%          .12%           .87%
MFS Research                    .75%          .13%           .88%
Stein Roe Balanced              .45%          .21%           .66%
Stein Roe Growth Stock          .50%          .21%           .71%
Stein Roe Money Market          .35           .25%           .60%
Stein Roe Mortgage Securities   .40%          .30%           .70%
Stein Roe Special Venture       .50%          .23%           .73%

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

Example  #1  _  Assuming surrender of the Certificate at  the  end  of  the
periods shown.6

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

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

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

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

Sub-Account                    1 Year     3 Years     5 Years     10 Years
Alger Growth                     23         73         132         319
Alger Small Cap                  24         76         137         331
Alliance Global Bond             24         78         140         338
Alliance Premier Growth          24         78         141         340
Colonial Growth & Income         23         73         132         319
Colonial Int'l Fund for Growth   29         93         165         395
Colonial Strategic Income        23         74         132         321
Colonial U.S. Stock              24         78         141         340
Liberty All-Star Equity          24         78         140         337
Newport Tiger                    27         88         158         379
Stein Roe Global Utilities       23         74         133         322
MFS Emerging Growth              25         80         144         346
MFS Research                     25         80         144         346
Stein Roe Balanced               21         70         125         304
Stein Roe Growth Stock           22         71         129         312
Stein Roe Money Market           21         69         124         301
Stein Roe Mortgage Securities    22         70         127         308
Stein Roe Special Venture        22         72         130         314

Example  #3  _ Assuming the Certificate stays in force through the  periods
shown.

A $1,000 investment in each Sub-Account listed would be subject to the same
expenses shown in Example #2, assuming 5% annual return on assets.

1Contingent Deferred Sales Charges are deducted only if the Certificate  is
totally  or  partially surrendered.  A surrender will not incur the  Charge
percentage shown as follows:

1.  In  any  Certificate Year, Certificate Owners may withdraw an aggregate
amount,  not  to  exceed,  at  the  time of withdrawal,  the  Certificate's
earnings,  which equal: (a) the Certificate Value, less (b) the portion  of
the Purchase Payments not previously withdrawn.

2.  In  any  Certificate  Year  after the  first,  Certificate  Owners  may
withdraw,  in addition to the amount available in 1., the amount  by  which
10%  of  the  Certificate Value as of the preceding Certificate Anniversary
exceeds the amount available in 1.

2Keyport  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.

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

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

5The  manager of Alger American Fund has agreed to reimburse each  Eligible
Fund  to the extent that its annual operating expenses, excluding interest,
taxes, fees for brokerage services and extraordinary expenses exceed  1.50%
of  its  average  daily net assets for any fiscal year. The Alger  American
Fund's  manager was not required to reimburse expenses as of  the  date  of
this Prospectus.

The  manager  of  Alliance  Series Fund has agreed  to  continue  voluntary
expense reimbursements for Alliance Global Bond for the foreseeable future.
Each  percentage shown in the parentheses is what the expenses would be  in
the  absence  of expense reimbursement: for Alliance Global Bond--.65%  for
management fees and 1.03% for total expenses. For Alliance Premier  Growth,
the  fees  have  been  restated to reflect the discontinuation  of  expense
reimbursements  effective 5/1/98 (see footnote 4). The  expenses  for  1997
were  .95%  and,  in the absence of expense reimbursement,  total  expenses
would have been 1.10%.

The  manager  of  Liberty Trust has agreed until 4/30/99 to  reimburse  all
expenses,  including  management  fees,  but  excluding  interest,   taxes,
brokerage,  and  other expenses which are capitalized  in  accordance  with
accepted  accounting procedures, and extraordinary expenses, in  excess  of
the  following percentage of average net asset value per annum:  1.00%  for
Colonial Growth & Income, Colonial U.S. Stock, Liberty All-Star Equity, and
Stein  Roe  Global Utilities; 1.75% for Colonial Int'l Fund for Growth  and
Newport  Tiger;  and  .80% for Colonial Strategic Income.  Each  percentage
shown  in  the parentheses is what the expenses would be in the absence  of
expense  reimbursement:  for  Colonial  Strategic  Income--.17%  for  other
expenses and .82% for total expenses; and for Liberty All-Star Equity--.65%
for other expenses and 1.45% for total expenses.

The  manager  of SteinRoe Trust has agreed until 4/30/99 to  reimburse  all
expenses,  including management fees, in excess of the following percentage
of  the  average  net  assets  of  each Eligible  Fund,  so  long  as  such
reimbursement would not result in the Eligible Fund's inability to  qualify
as  a  regulated  investment company under the Internal Revenue  Code:  for
Stein  Roe Balanced--.75%; for Stein Roe Growth Stock and Stein Roe Special
Venture--.80%; for Stein Roe Mortgage Securities--.70%; and for  Stein  Roe
Money  Market--.65%.  The  SteinRoe Trust's manager  was  not  required  to
reimburse expenses as of the date of this Prospectus.

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

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

                                 SYNOPSIS

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

The Certificate allows Certificate Owners to allocate Purchase Payments  to
the  Variable Account and also to the Fixed Account.  The Variable  Account
is  a separate investment account maintained by Keyport Benefit.  The Fixed
Account  is part of Keyport Benefit's "general account", which consists  of
all Keyport Benefit's assets except the Variable Account and the assets  of
other   separate   investment  accounts  maintained  by  Keyport   Benefit.
Certificate  Owners may allocate payments to, and receive annuity  payments
from  the  Variable Account and/or the Fixed Account.  If  the  Certificate
Owner  allocates payments to the Variable Account, the accumulation  values
and  annuity payments will fluctuate according to the investment experience
of the Sub-Accounts chosen.  If the Certificate Owner allocates payments to
the  Fixed  Account,  the accumulation values will increase  at  guaranteed
interest  rates  and  annuity payments will be of  a  fixed  amount.  Fixed
Account  Values  are  subject to a limited market value  adjustment.   (See
Appendix A on Page 28 for more information on the Fixed Account.)   If  the
Certificate   Owner   allocates  payments  to  both  Accounts,   then   the
accumulation values and annuity payments will be variable in part and fixed
in part.

The Certificate permits Purchase Payments to be made on a flexible Purchase
Payment  basis.   The  minimum initial payment is  $5,000  and  $2,000  for
individual  retirement annuities.  The minimum amount for  each  subsequent
payment is $1,000 or such lesser amount as Keyport Benefit may permit  from
time  to  time (currently $250).  (See "Purchase Payments and Applications"
on Page 9.)

There  are  no deductions made from Purchase Payments for sales charges  at
the  time  of purchase.  A Contingent Deferred Sales Charge may be deducted
in  the event of a total or partial surrender (see "Partial Withdrawals and
Surrender" on Page 21).  The Contingent Deferred Sales Charge is based on a
graded table of charges.  The charge will not exceed 7% of that portion  of
the  amount  surrendered that represents Purchase Payments made during  the
seven  years  immediately  preceding  the  request  for  surrender.    (See
"Deductions for Contingent Deferred Sales Charge" on Page 15.)

Keyport Benefit deducts a Mortality and Expense Risk Charge, which is equal
on  an  annual basis to 1.25% of the average daily net asset values in  the
Variable  Account attributable to the Certificates.  (See  "Deductions  for
Mortality  and  Expense  Risk Charge" on Page  14.)  Keyport  Benefit  also
deducts  a daily distribution charge which is equal on an annual  basis  to
 .15%  of  the same values.  (See "Deductions for Daily Distribution Charge"
on Page 15.)

Keyport Benefit deducts an annual Certificate Maintenance Charge (currently
$36.00) 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. Keyport Benefit will in certain instances  waive
this  charge. (See "Deductions for Certificate Maintenance Charge" on  Page
14.)

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 16.)

There  are  no  federal  income  taxes on  increases  in  the  value  of  a
Certificate until a distribution occurs, in the form of a lump sum payment,
annuity payments, or the making of a gift or assignment of the Certificate.
A federal penalty tax (currently 10%) may also apply.  (See "Tax Status" on
Page 23.)

The  Certificate  allows  the Certificate Owner to revoke  the  Certificate
generally  within 10 days of delivery (see "Right to Revoke" on  Page  19).
Since  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.

Certain  of  the  Eligible Funds have been available  for  Keyport  Benefit
and/or non-Keyport Benefit variable annuity contracts for periods prior  to
the  commencement  of the offering of the Certificates  described  in  this
prospectus.  Any performance information for such periods will be based  on
the  historical  results  of  the  Eligible  Funds  being  applied  to  the
Certificate for the specified time periods.

Performance information is not intended to indicate either past performance
under an actual Certificate or future performance.

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

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

In  order to calculate average annual total return, 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.

First,  the  Sub-Accounts may present total return information computed  on
the  same basis as described above, except deductions will not include  the
Contingent  Deferred  Sales  Charge.  This presentation  assumes  that  the
investment  in  the  Certificate  continues  beyond  the  period  when  the
Contingent  Deferred Sales Charge applies, consistent  with  the  long-term
investment and retirement objectives of the Certificate.  The total  return
percentage  will thus be higher under this method than the standard  method
described above.

Second, the Sub-Accounts may present total return information calculated by
dividing  the  change in a Sub-Account's Accumulation  Unit  value  over  a
specified time period by the Accumulation Unit value of that Sub-Account at
the beginning of the period.  This computation results in a 12-month change
rate  or,  for  longer periods, a total rate for the period  which  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 Contingent Deferred Sales Charge, the Certificate
Maintenance Charge and premium tax charges.  The percentages would be lower
if these charges were included.

The  Stein Roe Money Market Sub-Account is a money market Sub-Account  that
also may advertise yield and effective yield information.  The yield of the
Sub-Account  refers to the income generated by an investment  in  the  Sub-
Account  over  a  specifically identified 7-day  period.   This  income  is
annualized  by  assuming  that  the  amount  of  income  generated  by  the
investment  during that week is generated each week over a  52-week  period
and  is  shown  as a percentage.  The yield reflects the deduction  of  all
charges  assessed against the Sub-Account and a Certificate  but  does  not
take  into  account  Contingent  Deferred Sales  Charges  and  premium  tax
charges.  The yield would be lower if these charges were included.

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

                 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
(currently $250).  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 or must specify  the
asset  allocation  model selected. (See "Other Services, the  Programs"  on
Page  16).  The percentage for each Sub-Account, if not zero,  must  be  at
least  5%  and must be a whole number.  A Certificate Owner may change  the
allocation  percentages without fee, penalty or other  charge.   Allocation
changes must be made by Written Request unless the Certificate Owner has by
Written  Request authorized 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  B and  Certificate  Owners  authorizing
telephone  allocation instructions will be notified,  in  advance,  of  any
changes.

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

Eligible Funds of Alger American Fund          Sub-Accounts
Alger Growth                                   Alger Growth Sub-Account
Alger Small Cap                                Alger Small Cap Sub-Account
Eligible Funds of Alliance Series Fund         Sub-Accounts
Alliance Global Bond                           Alliance Global Bond Sub-
                                                 Account
Alliance Premier Growth                        Alliance Premier Growth Sub-
                                                 Account
Eligible Funds of Liberty Trust                Sub-Accounts
Colonial Growth & Income                       Colonial Growth & Income
                                                 Sub-Account
Colonial Int'l Fund for Growth                 Colonial Int'l Fund for
                                                 Growth Sub-Account
Colonial Strategic Income                      Colonial Strategic Income
                                                 Sub-Account
Colonial U.S. Stock                            Colonial U.S. Stock Sub-
                                                 Account
Liberty All-Star Equity                        Liberty All-Star Equity Sub-
                                                 Account
Newport Tiger                                  Newport Tiger Sub-Account
Stein Roe Global Utilities                     Stein Roe Global Utilities
                                                 Sub-Account
Eligible Funds of MFS Trust                    Sub-Accounts
MFS Emerging Growth                            MFS Emerging Growth Sub-
                                                 Account
MFS Research                                   MFS Research Sub-Account
Eligible Funds of SteinRoe Trust               Sub-Accounts
Stein Roe Balanced                             Stein Roe Balanced Sub-
                                                 Account
Stein Roe Growth Stock                         Stein Roe Growth Stock Sub-
                                                 Account
Stein Roe Money Market                         Stein Roe Money Market Sub-
                                                 Account
Stein Roe Mortgage Securities                  Stein Roe Mortgage
                                                 Securities Sub-Account
Stein Roe Special Venture                      Stein Roe Special Venture
                                                 Sub-Account

                              Eligible Funds

The  Eligible  Funds which are the permissible investments of the  Variable
Account  are  the  separate  funds listed above  of  Alger  American  Fund,
Alliance Series Fund, Liberty Trust, MFS Trust and SteinRoe Trust, and  any
other mutual funds with which 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.

Fred  Alger Management, Inc. ("Alger Management") is the investment manager
for  both Eligible Funds of Alger American Fund. Alger Management has  been
in the business of providing investment advisory services since 1964.

Alliance  Capital  Management  L.P. is  the  investment  advisor  for  both
Eligible Funds of Alliance Series Fund. AIGAM International Limited  serves
as sub-adviser for Alliance Global.

Liberty  Advisory Services Corp. ("LASC"), an affiliate of Keyport Benefit,
is  the  manager  for  Liberty  Trust  and  its  Eligible  Funds.  Colonial
Management Associates, Inc. ("Colonial"), an affiliate of Keyport  Benefit,
serves  as  sub-adviser for the Eligible Funds (except for  Newport  Tiger,
Stein  Roe  Global  Utilities and Liberty All-Star  Equity).  Colonial  has
provided  investment advisory services since 1931. Newport Fund Management,
Inc.,  an  affiliate of Keyport Benefit, serves as sub-adviser for  Newport
Tiger.  Liberty Asset Management Company, an affiliate of Keyport  Benefit,
serves as sub-adviser for Liberty All-Star Equity and the current portfolio
managers  are J.P. Morgan Investment Management Inc., Oppenheimer  Capital,
Wilke/Thompson  Capital  Management Inc.,  Westwood  Management  Corp.  and
Boston Partners Asset Management, L.P.

Massachusetts Financial Services Company ("MFS") is the investment  advisor
for  both Eligible Funds of MFS Trust. MFS is America's oldest mutual  fund
organization. MFS and its predecessor organizations have a history of money
management  dating from 1924 and the founding of the first mutual  fund  in
the United States, Massachusetts Investors Trust.

Stein  Roe  & Farnham Incorporated ("Stein Roe") is the investment  adviser
for  each  Eligible Fund of SteinRoe Trust and sub-adviser  for  Stein  Roe
Global  Utilities. In 1986, Stein Roe was organized and  succeeded  to  the
business  of Stein Roe & Farnham, a partnership. Stein Roe is an  affiliate
of  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  fund  for  investing.   The
prospectus  is  available, at no charge, from a salesperson or  by  writing
Keyport  Benefit's Service Office at the address shown  on  Page  1  or  by
calling (800) 437-4466.

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

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

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

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

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

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

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

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

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

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

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

Stein Roe Global Utilities
(Stein Roe Global Utilities             Current income and long-term growth
Sub-Account)                            of capital and income.

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

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

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

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

Stein Roe Balanced                      High total investment return
(Stein Roe Balanced                     through investment in a changing
Sub-Account)                            mix of securities.

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

Stein Roe Money Market                  High current income from short-term
(Stein Roe Money Market                 money market instruments while
Sub-Account)                            emphasizing preservation of capital
                                        and maintaining excellent
                                        liquidity.

Stein Roe Mortgage Securities           Highest possible level of current
(Stein Roe Mortgage Securities          income consistent with safety of
Sub-Account)                            principal and maintenance of
                                        liquidity through investment
                                        primarily in mortgage-backed
                                        securities.

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

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

All  the Eligible Funds are funding vehicles for variable annuity contracts
and  variable  life  insurance policies offered  by  separate  accounts  of
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 Eligible Fund prospectuses under the following  captions:
Alger  American  Fund  -  "Participating Insurance  Companies  and  Plans";
Alliance  Series Fund - "Introduction to the Fund"; Liberty  Trust  -  "The
Trust"; MFS Trust - "Investment Concept of the Trust"; and SteinRoe Trust -
"The Trust".

                    Transfer of Variable Account Value

Certificate Owners may transfer Variable Account Value from one Sub-Account
to another Sub-Account and/or to the Fixed Account.
   
The  Certificate allows Keyport Benefit to charge a transfer fee of $25 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 shorter 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  B  and  Certificate  Owners
authorizing  telephone  transfers will be  notified,  in  advance,  of  any
changes.  Written transfer requests may be made by a person acting for  the
Certificate Owner as an attorney-in-fact under a power of attorney.

Transfer  requests received by 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 $36  per  Certificate
Year.   PRIOR TO THE INCOME DATE THE CERTIFICATE MAINTENANCE CHARGE IS  NOT
GUARANTEED AND MAY BE CHANGED BY KEYPORT BENEFIT.

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

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

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

(i)  variable annuity Option A is applicable; and
(ii) at the time of the first payment of the year, the present value of all
     of the remaining payments (see "Option A" on Page 22) is greater than
     or equal to $40,000.

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

Once  annuity  payments begin on the Income Date or once they  begin  after
surrender  benefits are applied under a settlement option, the yearly  cost
of  the  Certificate Maintenance Charge for a payee's annuity will  be  the
same as the yearly amount in effect immediately before the annuity payments
begin.   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 Benefits"). 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 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 1.25% of the  average
daily  net  asset value of the Sub-Account.  The charge is deducted  during
both the accumulation and annuity periods (i.e., both before and after  the
Income  Date).  Less than the full charge will be deducted from Sub-Account
values  attributable to Certificates issued to employees of Keyport Benefit
and  other  persons specified in "Sales of the Certificates". Additionally,
Keyport  Benefit may, in certain circumstances described in "Sales  of  the
Certificates"  offer to credit additional interest from  Keyport  Benefit's
general  account  to a Purchase Payment upon receipt as  an  allowance  for
future deductions of the Mortality and Expense Risk Charge.
    
                 Deductions for Daily Distribution Charge

Keyport Benefit also deducts from each Sub-Account each Valuation Period  a
daily  Distribution Charge equal on an annual basis to 0.15% of the average
daily  net asset value of the Sub-Account.  This charge compensates Keyport
Benefit   for   certain  sales  distribution  expenses  relating   to   the
Certificate.

This  charge  will not be deducted from Sub-Account values attributable  to
Certificates  that have reached the maximum cumulative distribution  charge
limit  defined  below  and to Certificates issued to employees  of  Keyport
Benefit  and  other persons specified in "Sales of the Certificates".   The
charge is also not deducted from Sub-Account values attributable to Annuity
Units. Keyport Benefit may decide not to deduct the charge from Sub-Account
values  attributable  to a Certificate issued in an  internal  exchange  or
transfer of an annuity contract of Keyport Benefit's general account.

              Deductions for Contingent Deferred Sales Charge

A  sales  charge  is not deducted from the Certificate's Purchase  Payments
when  initially received.  However, a Contingent Deferred Sales Charge  may
be deducted upon a surrender.

In  order to determine whether a Contingent Deferred Sales Charge  will  be
due upon a partial or total surrender, Keyport Benefit maintains a separate
set  of  records.   These  records identify the date  and  amount  of  each
Purchase  Payment  made to the Certificate and the Certificate  Value  over
time.

Certificate Owners will be permitted to make partial surrenders during  the
Accumulation  Period without incurring a Contingent Deferred Sales  Charge,
as follows:

1.  In  any  Certificate Year, Certificate Owners may withdraw an aggregate
amount  not  to  exceed, at the time of the withdrawal,  the  Certificate's
earnings,  which equal: (a) the Certificate Value, less (b) the portion  of
the Purchase Payments not previously withdrawn.

2.  In  any  Certificate  Year  after the  first,  Certificate  Owners  may
withdraw,  in addition to the amount available in 1., the amount  by  which
10%  of  the  Certificate Value as of the preceding Certificate Anniversary
exceeds the amount available in 1.

Contingent  Deferred Sales Charges, as discussed below,  will  be  deducted
with respect to withdrawals in excess of these amounts.

In  computing the applicable charge amounts, the amount of any surrender in
any  Certificate  Year after the first as set forth in 2.  above,  will  be
deducted from the Purchase Payments in chronological order from the  oldest
to  the  most  recent until the amount is fully deducted.   Any  amount  so
deducted will not be subject to a charge.

The  following  additional  amounts will  be  deducted  from  the  Purchase
Payments  in  the same chronological order: the amount of any surrender  in
the  first Certificate Year in excess of the amount set forth in  1.  above
and the amount of any surrender in any later Certificate Year in excess  of
the  combined amount set forth in 1. and 2. above.  The Contingent Deferred
Sales Charge for each Purchase Payment from which a deduction is made  will
be equal to (a) multiplied by (b), where:

(a)    is the amount so deducted; and

(b)    is the applicable percentage for the number of years that have
       elapsed from the date of that payment to the date of surrender.
       Years are measured from the month and day of payment to the same
       month and day in each subsequent calendar year.  The percentages
       applicable to each Purchase Payment during the seven years after
       the date of its payment are: 7% during year 1; 6% during year 2; 5%
       during year 3; 4% during year 4; 3% during year 5; 2% during year
       6; 1% during year 7; and 0% thereafter.

The  applicable Contingent Deferred Sales Charges for each Purchase Payment
are  then  totaled.  The lesser of this total amount and the  Certificate's
maximum   cumulative  distribution  charge  will  be  deducted   from   the
Certificate Value in the same manner as the surrender amount.  The  maximum
cumulative distribution charge is equal to (a) less (b), where (a) is 9% of
the  total Purchase Payments made to the Certificate and (b) is the sum  of
all  prior  Contingent Deferred Sale Charge deductions from the Certificate
Value  and all prior Variable Account daily distribution charges applicable
to  the Certificate from the 0.15% distribution charge factor.  After  each
surrender,  Keyport  Benefit's records will  be  adjusted  to  reflect  any
deductions made from the applicable Purchase Payments.

Example:  Two  Purchase Payments were made one year apart  for  $5,000  and
$7,000.  The  Certificate Value has grown to an assumed  $13,200  when  the
Certificate Owner decides to withdraw $8,000.  The Certificate Value at the
beginning of the Certificate Year of surrender was $13,000.  The Contingent
Deferred  Sales Charge percentages at the time of surrender are an  assumed
5%  for  the $5,000 payment and 6% for the $7,000 payment.  The portion  of
the   surrender  representing  the  Certificate's  earnings  ($13,200  less
$12,000, or $1,200) would not be subject to charges.  Since $1,200 is  less
than the amount guaranteed not to have charges (10% of $13,000, or $1,300),
an  additional  $100 would not be subject to charges.  This $100  would  be
deducted  from  the  oldest Purchase Payment, reducing it  from  $5,000  to
$4,900.   The  $1,200  increase in value plus the  additional  $100  leaves
$6,700  ($8,000  -  1,200  - 100) to be deducted.   This  $6,700  would  be
deducted from the $4,900 of the first payment still left and $1,800 of  the
second payment.  The total Contingent Deferred Sales Charge would be $4,900
multiplied by the applicable 5% and $1,800 times the applicable  6%,  or  a
total  of $353.  The distribution charge records would now reflect  $0  for
the  1st payment and $5,200 for the 2nd payment.  The $8,000 requested plus
the  $353 charge would be deducted from Certificate Values under the  rules
specified in "Partial Withdrawals and Surrender" on Page 21.
   
The  Contingent Deferred Sales Charge, when it is applicable, will be  used
to  cover  the  expenses of selling the Certificate, including compensation
paid to selling dealers and the cost of sales literature.  Any expenses not
covered  by the charge will be paid from Keyport Benefit's general account,
which  may  include  monies  deducted from the  Variable  Account  for  the
Mortality  and  Expense Risk Charge. A dealer selling the  Certificate  may
receive up to 6.00% of Purchase Payments with additional compensation later
based  on  the  Certificate Value of those payments.  During  certain  time
periods  selected by Keyport Benefit and Keyport Financial Services  Corp.,
the percentage may increase to 7.00%.
    
The  Contingent Deferred Sales Charge will be waived in the event a Covered
Person  is confined in a medical facility in accordance with the provisions
and conditions of an endorsement relating to such confinements.

The  Contingent Deferred Sales Charge will be eliminated under Certificates
issued  to  employees  of Keyport Benefit and other  persons  specified  in
"Sales of the Certificates".

Keyport  Benefit may reduce or change to 0% any Contingent  Deferred  Sales
Charge  percentage  under a Certificate issued in an internal  exchange  or
transfer of an annuity contract of Keyport Benefit's general account.

Keyport  Benefit  may  allow, under the Systematic Withdrawal  Program  and
under  other permitted circumstances, all or part of the amount in 2. above
to also be available in the first Certificate Year. If so, the amount in 2.
above  will be calculated by substituting the initial Purchase Payment  for
the Certificate Value.

            Deductions for Transfers of Variable Account Value

The Certificate allows 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"  and
"Tax-Sheltered Annuities".

                      Total Variable Account Expenses

The  Variable Account's total expenses in relation to the Certificate  will
be  the  Certificate  Maintenance Charge, the Mortality  and  Expense  Risk
Charge, and the Daily Sales Charge.

The  value of the assets in the Variable Account will reflect the value  of
Eligible  Fund  shares and therefore the deductions from and expenses  paid
out of the assets of the Eligible Funds.  These deductions and expenses are
described in the Eligible Fund prospectuses.

                              OTHER SERVICES

The  Programs.  Keyport Benefit offers several investment related  programs
which  are  available  only  prior to the Income  Date:  Asset  Allocation;
Dollar  Cost  Averaging;  Systematic Investment; and Systematic  Withdrawal
Programs. A Rebalancing Program is available prior to and after the  Income
Date.   Under  each Program that utilizes transfers, the related  transfers
between and among Sub-Accounts and the Fixed Account are not counted as one
of   the  twelve  free  transfers.   Each  of  the  Programs  has  its  own
requirements,  as discussed below. Keyport Benefit reserves  the  right  to
terminate any Program.

If the Certificate Owner has submitted the required telephone authorization
form,  certain  changes  may  be  made by telephone.   For  those  Programs
involving  transfers,  Owners  may change instructions  by  telephone  with
regard to which Sub-Accounts or the Fixed Account Certificate Value may  be
transferred.   The  current  conditions and  procedures  are  described  in
Appendix B.

Dollar  Cost  Averaging  Program. Keyport  Benefit  offers  a  Dollar  Cost
Averaging  program that Certificate Owners may participate  in  by  Written
Request.   The program periodically transfers Accumulation Units  from  the
Stein Roe Money Market Sub-Account or the One-Year Guarantee Period of  the
Fixed Account to other Sub-Accounts selected by the Certificate Owner.  The
program allows a Certificate Owner to invest in Variable Sub-Accounts  over
time  rather than having to invest in those Sub-Accounts all at once.   The
program  is available for initial and subsequent Purchase Payments and  for
Certificate  Value transferred into the Stein Roe Money Market  Sub-Account
or the One-Year Guarantee Period.  Under the program, Keyport Benefit makes
automatic  transfers on a periodic basis out of the Stein Roe Money  Market
Sub-Account or the One-Year Guarantee Period into one or more of the  other
available  Sub-Accounts (Keyport Benefit reserves the right  to  limit  the
number  of  Sub-Accounts the Certificate Owner may  choose  but  there  are
currently no limits).

The  Certificate Owner by Written Request must specify the Stein Roe  Money
Market  Sub-Account  or  the  One  Year Guarantee  Period  from  which  the
transfers  are  to  be made, the monthly amount to be transferred  (minimum
$100)  and  the Sub-Account(s) to which the transfers are to be made.   The
first  transfer  will  occur  at the close of  the  Valuation  Period  that
includes the 30th day after the receipt of the Certificate Owner's  Written
Request. Each succeeding transfer will occur one month later (e.g., if  the
30th  day after the receipt date is April 8, the second transfer will occur
at  the  close  of  the Valuation Period that includes May  8).   When  the
remaining  value is less than the monthly transfer amount,  that  remaining
value  will  be  transferred and the program will end.  Before  this  final
transfer,  the  Certificate  Owner may extend  the  program  by  allocating
additional  Purchase Payments to the Stein Roe Money Market Sub-Account  or
the  One Year Guarantee Period or by transferring Certificate Value to  the
Stein  Roe Money Market Sub-Account or the One Year Guarantee Period.   The
Certificate  Owner  may,  by Written Request or by  telephone,  change  the
monthly  amount to be transferred, change the Sub-Account(s) to  which  the
transfers  are  to  be  made,  or  end  the  program.   The  program   will
automatically end if the Income Date occurs.  Keyport Benefit reserves  the
right  to  end the program at any time by sending the Certificate  Owner  a
notice one month in advance.

Written  or  telephone instructions must be received by Keyport Benefit  by
the  end (currently 4:00 PM Eastern Time) of the business day preceding the
next  scheduled  transfer  in  order to be in  effect  for  that  transfer.
Telephone  instructions  are  subject  to  the  conditions  and  procedures
established  by Keyport Benefit from time to time.  The current  conditions
and  procedures appear in Appendix B, and Certificate Owners  in  a  dollar
cost averaging program will be notified, in advance, of any changes.

Asset  Allocation Program. Certificate Owners may select  from  five  asset
allocation model portfolios separately developed by Ibbotson Associates and
Standard  &  Poor's (Model A - Capital Preservation, Model B -  Income  and
Growth,  Model  C  -  Moderate Growth, Model D -  Growth,  and  Model  E  -
Aggressive  Growth).  If  a Certificate Owner elects  one  of  the  models,
initial  and  subsequent Purchase Payments will automatically be  allocated
among  the  Sub-Accounts in the model. Only one model  may  be  used  in  a
Certificate  at  a  time. Certificate Owners may use  a  questionnaire  and
scoring  system  to  determine the model which corresponds  to  their  risk
tolerance and time horizons.

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

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

Rebalancing Program.  In accordance with the  Certificate Owner's  election
of  the  relative Purchase Payment percentage allocations, Keyport  Benefit
will  automatically  rebalance the Certificate Value  of  each  Sub-Account
either  monthly, quarterly, semi-annually, or annually. On the last day  of
the  period  selected,  Keyport Benefit will  automatically  rebalance  the
Certificate Value in each of the Sub-Accounts to match the current Purchase
Payment  percentage allocations. The Program may be terminated at any  time
and the percentages may be altered by Written Request. The requested change
must  be received at the Service Office ten (10) days prior to the  end  of
the  period selected.  Certificate Value allocated to the Fixed Account  is
not  subject  to  automatic rebalancing. After the Income  Date,  automatic
rebalancing  applies only to variable annuity payments and Keyport  Benefit
will  rebalance  the  number of Annuity Units in each Sub-Account.  Annuity
Units are used to calculate the amount of each Sub-Account annuity payment;
see "Variable Annuity Benefits" in the Statement of Additional Information.

Systematic  Investment  Program.   Purchase  Payments  under  Non-Qualified
Certificates  may be made by monthly deductions from the  bank  account  or
payroll  of any Certificate Owner who has completed and returned to Keyport
Benefit a Systematic Investment Program application and authorization form.
The application and authorization form may be obtained from Keyport Benefit
or  from  the  sales  representative.  Each Systematic  Investment  Program
Purchase Payment is subject to a current minimum of $50.

Systematic  Withdrawal Program.  To the extent permitted  by  law,  Keyport
Benefit will make monthly, quarterly, semi-annually or annual distributions
of  a  predetermined dollar amount to a Certificate Owner that has enrolled
in the Systematic Withdrawal Program.  Under the Program, all distributions
will  be  made  directly to the Certificate Owner and will be  treated  for
federal tax purposes as any other withdrawal or distribution of Certificate
Value.  (See "Tax Status".)  A Certificate Owner may specify the amount  of
each   partial  withdrawal,  subject  to  a  minimum  of  $100.  Systematic
withdrawals  may  be made from the Sub-Accounts and the One-Year  Guarantee
Period  of  the  Fixed  Account.  In each  Certificate  Year,  portions  of
Certificate Value may be withdrawn without the imposition of any Contingent
Deferred  Sales Charge ("Free Withdrawal Amount"). If withdrawals  pursuant
to  the Program are greater than the Free Withdrawal Amount, the amount  of
the withdrawals greater than the Free Withdrawal Amount will be subject  to
the  applicable Contingent Deferred Sales Charge.  Any unrelated  voluntary
partial withdrawal a Certificate Owner makes during a Certificate Year will
be  aggregated  with withdrawals pursuant to the Program to  determine  the
applicability of any Contingent Deferred Sales Charge under the Certificate
provisions regarding partial withdrawals.

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

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

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

                             THE CERTIFICATES

                          Variable Account Value

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

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

                             Valuation Periods

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

                           Net Investment Factor

Variable  Account  Value will fluctuate in accordance with  the  investment
results of the underlying Eligible Funds.  In order to determine how  these
fluctuations  affect value, 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 Mortality and Expense Risk
       Charge; plus

(ii)   the Valuation Period equivalent of the daily Distribution Charge;
       plus

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

If  a  Certificate ever reaches the maximum cumulative sales  charge  limit
defined  in  "Deductions for Contingent Deferred Sales Charge",  the  daily
distribution  charge  in  (c)(ii) above is  eliminated.   For  Certificates
issued  to  employees  of Keyport Benefit and other  persons  specified  in
"Sales of the Certificates", the Mortality and Expense Risk Charge is .35%,
and the daily Distribution Charge in (c)(ii) above is eliminated. The daily
Distribution  Charge  in  (c)(ii)  above  may  be  eliminated  for  certain
Certificates  issued in an internal exchange or transfer  (see  "Deductions
for Daily Distribution Charge").

                      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 Keyport Benefit's  Service
Office.   The return of the Certificate by mail will be effective when  the
postmark  is affixed to a properly addressed and postage-prepaid  envelope.
The returned Certificate will be treated as if 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 death.  And, if  the
Annuitant  is the decedent, the new Annuitant will be any living contingent
annuitant,  otherwise the surviving spouse.  The Certificate  may  continue
until another death occurs (i.e., until the death of the Annuitant, primary
Certificate Owner or joint Certificate Owner).  Except for this  paragraph,
all of "Death Provisions" will apply to that subsequent death.

In  all other cases, the Certificate may continue up to five years from the
date of death.  During this period, the Designated Beneficiary may exercise
all  ownership  rights, including the right to make  transfers  or  partial
surrenders  or  the  right  to totally surrender the  Certificate  for  its
Surrender Value.  If the Certificate is still in  effect at the end of  the
five-year period, Keyport Benefit will automatically end it then by  paying
the  Certificate  Value to the Designated Beneficiary.  If  the  Designated
Beneficiary is not then alive, 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 decedent if he or she
is  the  first  to die of the primary Certificate Owner, Joint  Certificate
Owner, Annuitant, or, if there is a non-natural Certificate Owner such as a
trust,  the  Annuitant shall be the Covered Person.  If the Covered  Person
dies, the Certificate Value will be increased, as provided below, if it  is
less than the Death Benefit Amount ("DBA").  The DBA is:

The  DBA at issue is the initial Purchase Payment.  Thereafter, the DBA  is
calculated  for  each  Valuation Period by adding any  additional  Purchase
Payments,  and deducting any partial withdrawals, including any  applicable
surrender charge.  This resulting amount is the "net Purchase Payment death
benefit".   The  Certificate  Value for each Certificate  Anniversary  (the
"Anniversary  Value") before the 81st birthday of the   Covered  Person  is
determined.   Each Anniversary Value is increased by any Purchase  Payments
made after that anniversary.  This resultant value is then decreased by  an
amount  calculated at the time of any partial withdrawal  made  after  that
anniversary.  The amount is calculated by taking the amount of any  partial
withdrawal, and dividing by the Certificate Value immediately preceding the
partial   withdrawal,  and  then  multiplying  by  the  Anniversary   Value
immediately preceding the withdrawal.  The greatest Anniversary  Value,  as
so  adjusted, (the "greatest Anniversary Value") is the DBA unless the  net
Purchase  Payment death benefit is higher.  The net Purchase Payment  death
benefit  will  be  the  DBA  if such amount is  higher  than  the  greatest
Anniversary Value.

When  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 and/or the Fixed Account
based  on the Purchase Payment allocation selection that is in effect  when
Keyport  Benefit  receives  due  proof  of  death.   Whether  or  not   the
Certificate Value is increased because of this minimum death provision, the
Designated Beneficiary may, by the later of the 90th day after the  Covered
Person's  death and the 60th day after Keyport Benefit is notified  of  the
death,  surrender  the  Certificate for the  Certificate  Withdrawal  Value
without  any  applicable Contingent Deferred Sales Charge  being  deducted.
For  a  surrender  after  the applicable 90 or 60  day  period  and  for  a
surrender  at  any  time  after  the death of  a  non-Covered  Person,  any
applicable  Contingent Deferred Sales Charge would  be  deducted.   If  the
Certificate  is  not  surrendered, it will continue  for  the  time  period
specified above.

Payment  of  Benefits.   Instead of receiving a lump sum,  the  Certificate
Owner  or  any  Designated Beneficiary may direct by Written  Request  that
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 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  and/or the Fixed Account based on the  Purchase  Payment
allocation  selection that is in effect when Keyport Benefit  receives  due
proof  of death.  Whether or not the Certificate Value is increased because
of  this  minimum death provision, the Certificate Owner may surrender  the
Certificate  within 90 days of the date of the Annuitant's  death  for  the
Certificate  Withdrawal  Value without any applicable  Contingent  Deferred
Sales Charge being deducted.  For a surrender after 90 days, any applicable
Contingent Deferred Sales Charge would be deducted.

                DEATH PROVISIONS FOR QUALIFIED CERTIFICATES

Death of Annuitant.  If the Annuitant dies before the Income Date while the
Certificate  is  In  Force,  the Designated Beneficiary  will  control  the
Certificate  after such a death.  The Certificate Value will be  increased,
as  provided below, if it is less than the Death Benefit Amount ("DBA")  as
defined  above.  When 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 and/or  the
Fixed Account based on the Purchase Payment allocation selection that is in
effect  when Keyport Benefit receives due proof of death.  Whether  or  not
the Certificate Value is increased because of this minimum death provision,
the  Designated  Beneficiary may, by the later of the 90th  day  after  the
Annuitant's death and the 60th day after Keyport Benefit is notified of the
death,  surrender  the  Certificate for the  Certificate  Withdrawal  Value
without  any  applicable Contingent Deferred Sales Charge  being  deducted.
For  a  surrender after the applicable 90 or 60 day period, any  applicable
Contingent Deferred Sales Charge would be deducted.

If  the Certificate is not surrendered, it may continue for the time period
permitted  by  the  Internal  Revenue Code  provisions  applicable  to  the
particular  Qualified Plan.  During this period, the Designated Beneficiary
may exercise all ownership rights, including the right to make transfers or
partial  withdrawals or the right to totally surrender the Certificate  for
its Certificate Withdrawal Value.  If the Certificate is still in effect at
the  end  of the period, Keyport Benefit will automatically end it then  by
paying  the  Certificate Withdrawal Value (without  the  deduction  of  any
applicable Contingent Deferred Sales Charge) to the Designated Beneficiary.
If  the Designated Beneficiary is not alive then, 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.  The amount withdrawn will include any applicable  Contingent
Deferred  Sales Charge and therefore the amount actually withdrawn  may  be
greater  than  the  amount of the surrender check  requested.   Unless  the
request  specifies otherwise, the total amount withdrawn will  be  deducted
from  all Sub-Accounts of the Variable Account in the ratio that the  value
in each Sub-Account bears to the total Variable Account Value.  If there is
no  value, or insufficient value, in the Variable Account, then the  amount
surrendered, or the insufficient portion, will be deducted from  the  Fixed
Account in the ratio that each Guarantee Period's value bears to the  total
Fixed Account Value.

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

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 increased or decreased  by  a
limited  Market  Value  Adjustment  of Fixed  Account  Value  described  in
Appendix  A  (less any premium taxes not previously deducted and  less  any
applicable Certificate Maintenance Charge) on the Income Date in accordance
with the option selected.

                      Income Date and Annuity Option

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

                 Change in Income Date and Annuity Option

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

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

If the amount available to apply under any variable or fixed option is less
than  $5,000, 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: (a) the present  value  of  the  remaining
payments,  commuted at the interest rate used to create the annuity  factor
for  this option (this interest rate is 5% per year, unless 3% per year  is
chosen by Written Request at the time the option is selected); less (b) any
Contingent Deferred Sales Charge due by treating the value defined  in  (a)
as  a  total  surrender.   (See "Deductions for Contingent  Deferred  Sales
Charge".)  Instead  of receiving a lump sum, the payee  may  elect  another
payment option and the amount applied to the option will not be reduced  by
the  charge defined in (b) above.  If, at the death of the payee, Option  A
payments have been made for fewer than the chosen number of years:

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

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

The  Mortality  and  Expense Risk Charge is deducted during  the  Option  A
payment  period if a variable payout has been selected, but 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" on Page 24 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 fewer than 10 years:

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

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

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

Option  C:  Joint and Last Survivor Income.  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  may  instruct Keyport  Benefit  to  change  the  Sub-
Account(s)  used  to determine the amount of the variable annuity  payments
unlimited times every 12 months.

               Proof of Age, Sex, and Survival of Annuitant

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 postpone surrender payments from  the
Fixed Account for up to six months.  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.
See "Tax-Sheltered Annuities" (TSAs) for an alternative type of withholding
that may apply to distributions from TSAs that are eligible for rollover to
another TSA or an individual retirement annuity or account (IRA).

Section 1035 Exchanges.  A Non-Qualified Certificate may be purchased  with
proceeds  from  the  surrender of an existing  annuity  contract.   Such  a
transaction may qualify as a tax-free exchange pursuant to Section 1035  of
the Code.  It is 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 several types of Qualified Plans.
The  tax  rules  applicable to participants in such  Qualified  Plans  vary
according  to  the type of plan and the terms and conditions  of  the  plan
itself.  Therefore, no attempt is made herein to provide more than  general
information  about  the use of the Certificate with the  various  types  of
Qualified  Plans.   Participants under such  Qualified  Plans  as  well  as
Certificate Owners, Annuitants, and Designated Beneficiaries are  cautioned
that  the  rights of any person to any benefits under such Qualified  Plans
may  be  subject  to  the  terms and conditions  of  the  plans  themselves
regardless  of  the  terms  and conditions of  the  Certificate  issued  in
connection  therewith.   Following are brief descriptions  of  the  various
types  of  Qualified Plans and of the use of the Certificate in  connection
therewith.  Purchasers  of  the Certificate should  seek  competent  advice
concerning  the terms and conditions of the particular Qualified  Plan  and
use of the Certificate with that Plan.

                          Tax-Sheltered Annuities

Section 403(b) of the Code permits public school employees and employees of
certain  types  of  charitable,  educational and  scientific  organizations
specified  in  Section 501(c)(3) of the Code to purchase annuity  contracts
and,  subject  to certain contribution limitations, exclude the  amount  of
Purchase  Payments  from  gross income for  tax  purposes.   However,  such
Purchase  Payments  may be subject to Social Security (FICA)  taxes.   This
type  of  annuity  contract is commonly referred  to  as  a  "Tax-Sheltered
Annuity" (TSA).

Section   403(b)(11)  of  the  Code  contains  distribution   restrictions.
Specifically, benefits may be paid, through surrender of the Certificate or
otherwise,  only (a) when the employee attains age 59-1/2,  separates  from
service,  dies  or  becomes totally and permanently  disabled  (within  the
meaning of Section 72(m)(7) of the Code) or (b) in the case of hardship.  A
hardship distribution must be of employee contributions only and not of any
income  attributable  to such contributions.  Section 403(b)(11)  does  not
apply to distributions attributable to assets held as of December 31, 1988.
Thus,  it  appears  that  the  law's  restrictions  would  apply  only   to
distributions attributable to contributions made after 1988, to earnings on
those  contributions, and to earnings on amounts held as of 12/31/88.   The
Internal  Revenue Service has indicated that the distribution  restrictions
of  Section  403(b)(11)  are  not  applicable  when  TSA  funds  are  being
transferred   tax-free  directly  to  another  TSA  issuer,  provided   the
transferred  funds  continue  to  be  subject  to  the  Section  403(b)(11)
distribution restrictions.

Keyport  Benefit  will  notify a Certificate  Owner  who  has  requested  a
distribution  from  a  Certificate if all or part of such  distribution  is
eligible for rollover to another TSA or to an individual retirement annuity
or  account  (IRA).   Any amount eligible for rollover  treatment  will  be
subject  to mandatory federal income tax withholding at a 20% rate  if  the
Certificate Owner receives the amount rather than directing Keyport Benefit
by  Written Request to transfer the amount as a direct rollover to  another
TSA or IRA.

                      Individual Retirement Annuities

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

                Corporate Pension and Profit-Sharing Plans

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

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

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

                    VARIABLE  ACCOUNT VOTING PRIVILEGES

In accordance with its view of present applicable law, 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.

Certificates  may  be sold with lower or no dealer compensation  (1)  to  a
person who is an officer, director, or employee of Keyport Benefit,  or  an
affiliate of Keyport Benefit, a trustee or officer of an Eligible Fund,  an
employee of the investment adviser or sub-investment adviser of an Eligible
Fund,  or  an employee or associated person of an entity which has  entered
into  a sales agreement with the Principal Underwriter for the distribution
of  Certificates,  or  (2) to any Qualified Plan  established  for  such  a
person.   Such Certificates may be different from the Certificates sold  to
others  in  that  (1)  they  are  not subject  to  the  deduction  for  the
Certificate  Maintenance  Charge,  the  asset-based  Sales  charge  or  the
Contingent Deferred Sales Charge and (2) they have a Mortality and  Expense
Risk Charge of 0.35% per year.
   
Certificates may be sold with lower or no dealer compensation as part of an
exchange program for other fixed ("Old FA") and variable ("Old VA") annuity
contracts  previously  issued by Keyport Benefit. A Certificate  issued  in
exchange  for  an  Old VA will be issued with an exchange endorsement.  One
effect of the endorsement is that no contingent deferred sales charge  will
be  assessed  under  the Old VA at the time of the exchange  and  that  any
Contingent Deferred Sales Charge assessed under the Certificate in relation
to  the  initial  Purchase  Payment (i.e., the amount  exchanged)  will  be
calculated based on the actual time of each purchase payment under the  Old
VA.  The  endorsement  also provides that the refund  amount  described  in
"Right to Revoke" will not be made if the Certificate is returned. Instead,
Keyport Benefit will return the Old VA to the owner and treat it as  if  no
exchange  had  occurred. Additionally, under an exchange program  in  which
there  is  no dealer compensation, Keyport Benefit will credit the  initial
Purchase Payment upon receipt with additional interest equal to 3%  of  the
Purchase  Payment.  Interest credited represents an  allowance  for  future
deductions  of  the  Mortality  and Expense  Risk  Charge  consistent  with
anticipated  cost savings. Such interest will be allocated  on  a  pro-rata
basis  to  the Sub-Accounts selected by the Certificate Owner. The interest
will  be  deducted  from the Certificate Value payable  in  the  event  the
Certificate is returned pursuant to the "Right to Revoke" provision.
    
                             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  write
Keyport Benefit Service Office, 125 High Street, Boston, MA 02110, or  call
(800) 367-3653.

           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 Sub-Account                 5
Financial Statements                                            6
  Keyport Benefit Life Insurance Company                        7

                                APPENDIX A
                                     
 THE FIXED ACCOUNT (ALSO KNOWN AS THE MODIFIED GUARANTEED ANNUITY ACCOUNT)
                                     
                               Introduction
                                     
This  Appendix  describes  the Fixed Account  option  available  under  the
Certificate.

FIXED  ACCOUNT VALUES PROVIDED BY THE CERTIFICATE ARE SUBJECT TO  A  MARKET
VALUE  ADJUSTMENT, THE OPERATION OF WHICH MAY RESULT IN UPWARD OR  DOWNWARD
ADJUSTMENTS IN AMOUNTS TRANSFERRED AND AMOUNTS PAID (INCLUDING WITHDRAWALS,
SURRENDERS,  DEATH  BENEFITS,  AND  AMOUNTS  APPLIED  TO  PURCHASE  ANNUITY
PAYMENTS)  TO  A  CERTIFICATE OWNER OR OTHER PAYEE. IN NO  EVENT  WILL  THE
DOWNWARD MARKET VALUE ADJUSTMENT ELIMINATE INTEREST AT THE RATE OF  3%  PER
YEAR  APPLIED TO THE AMOUNT ALLOCATED TO A GUARANTEED PERIOD. PAYMENTS MADE
FROM  FIXED  ACCOUNT VALUES AT THE END OF THEIR GUARANTEE  PERIOD  ARE  NOT
SUBJECT TO THE MARKET VALUE ADJUSTMENT.

Purchase  Payments  allocated to the Fixed Account option  become  part  of
Keyport  Benefit's  general account.  Because of applicable  exemptive  and
exclusionary  provisions, interests in the Fixed Account options  have  not
been  registered under the Securities Act of 1933 ("1933 Act"), nor is  the
general  account  an investment company under the Investment  Company  Act.
Accordingly, neither the general account, the Fixed Account option, nor any
interest  therein,  is subject to regulation under  the  1933  Act  or  the
Investment  Company Act.  Keyport Benefit understands that  the  Securities
and  Exchange Commission has not reviewed the disclosure in the  prospectus
relating to the general account and the Fixed Account option.

       Investments in the Fixed Account and Capital Protection Plus

Purchase Payments will be allocated to the Fixed Account in accordance with
the  selection  made  by  the Certificate Owner in  the  application.   Any
selection must specify that percentage of the Purchase Payment that  is  to
be   allocated  to  each  Guarantee  Period  of  the  Fixed  Account.   The
percentage, if not zero, must be at least 10%.  The Certificate  Owner  may
change  the  allocation percentages without fee, penalty or  other  charge.
Allocation  changes must be made by Written Request unless the  Certificate
Owner has by Written Request authorized Keyport Benefit to accept telephone
allocation instructions from the Certificate Owner.  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   B   and  Certificate  Owners  authorizing  telephone  allocation
instructions will be notified, in advance, of any changes.

Keyport Benefit currently offers Guarantee Periods of 1, 3, 5, and 7 years.
Keyport  Benefit may change at any time the number of Guarantee Periods  it
offers  under newly-issued and in-force Certificates, as well as the length
of those Guarantee Periods.  If Keyport Benefit stops offering a particular
Guarantee  Period,  existing Fixed Account Value in such  Guarantee  Period
would  not be affected until the end of the Period (at that time, a  Period
of  the same length would not be a transfer option).  Each Guarantee Period
currently offered is available for initial and subsequent Purchase Payments
and for transfers of Certificate Value.

Keyport Benefit offers a Capital Protection Plus program that a Certificate
Owner may request.  Under this program, Keyport Benefit will allocate  part
of the Purchase Payment to the Guarantee Period selected by the Certificate
Owner so that such part, based on that Guarantee Period's interest rate  in
effect  on  the date of allocation, will equal at the end of the  Guarantee
Period the total Purchase Payment. The rest of the Purchase Payment will be
allocated  to  the  Sub-Account(s) of the Variable  Account  based  on  the
Certificate Owner's allocation.  If any part of the Fixed Account Value  is
surrendered  or  transferred before the end of the  Guarantee  Period,  the
Value  at  the  end  of  that Period will not equal the  original  Purchase
Payment amount.

For  an example of Capital Protection Plus, assume Keyport Benefit receives
a  Purchase  Payment  of  $10,000 when the interest  rate  for  the  7-year
Guarantee  Period is 6.75% per year.  Keyport Benefit will allocate  $6,331
to that Guarantee Period because $6,331 will increase at that interest rate
to  $10,000  after 7 years.  The remaining $3,669 of the  payment  will  be
allocated to the Sub-Account(s) selected by the Certificate Owner.

                            Fixed Account Value

The Fixed Account Value at any time is equal to:

(a)   all Purchase Payments allocated to the Fixed Account plus the
      interest subsequently  credited on those payments; plus

(b)   any Variable Account Value transferred to the Fixed Account plus the
      interest subsequently credited on the transferred value; less

(c)   any prior partial withdrawals from the Fixed Account, including any
      charges therefor; less

(d)   any Fixed Account Value transferred to the Variable Account.

                             Interest Credits

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

Keyport  Benefit's  method of crediting interest means that  Fixed  Account
Value  might  be subject to different rates for each Guarantee  Period  the
Certificate Owner has selected in the Fixed Account.  For purposes of  this
section, Variable Account Value transferred to the Fixed Account and  Fixed
Account  Value renewed for another Guarantee Period shall be treated  as  a
Purchase Payment allocation.

                  Application of Market Value Adjustment

Any surrender, withdrawal, transfer, or application to an Annuity Option of
Fixed  Account  Value from a Guarantee Period of three  years  or  more  is
subject  to  a  limited Market Value Adjustment, unless: (1) the  effective
date  of the transaction is at the end of the Guarantee Period; or (2)  the
effective date of a surrender is within 90 days of the date of death of the
first Covered Person to die.

If  a  Market  Value  Adjustment  applies to  either  a  surrender  or  the
application to an Annuity Option, then any negative Market Value Adjustment
amount  will be deducted from the Certificate Value and any positive Market
Value Adjustment amount will be added to the Certificate Value. If a Market
Value Adjustment applies to either a partial withdrawal or a transfer, then
any  negative  Market  Value Adjustment amount will be  deducted  from  the
partial  withdrawal  or  transfer amount after the withdrawal  or  transfer
amount  has  been deducted from the Fixed Account Value, and  any  positive
Market Value Adjustment amount will be added to the applicable amount after
it has been deducted from the Fixed Account Value.

No Market Value Adjustment is ever applicable to Guarantee Periods of fewer
than three years.

                     Effect of Market Value Adjustment

A  Market  Value  Adjustment  reflects the  change  in  prevailing  current
interest rates since the beginning of a Guarantee Period. The Market  Value
Adjustment may be positive or negative, but any negative Adjustment may  be
limited in amount (see Market Value Adjustment Factor below).

Generally, if the Treasury Rate for the Guarantee Period is lower than  the
Treasury  Rate for a new Guarantee Period with a length equal to  the  time
remaining  in  the Guarantee Period, then the application  of  the  limited
Market  Value  Adjustment will result in a reduction of  the  amount  being
surrendered, withdrawn, transferred, or applied to an Annuity Option.

Similarly, if the Treasury Rate for the Guarantee Period is higher than the
Treasury  Rate for a new Guarantee Period with a length equal to  the  time
remaining in the Guarantee Period, then the application of the Market Value
Adjustment  will  result  in an increase in the amount  being  surrendered,
withdrawn, transferred, or applied to an Annuity Option.

The  Market  Value Adjustment will be applied before the deduction  of  any
applicable surrender charges or applicable taxes.

                      Market Value Adjustment Factor

The  Market  Value Adjustment is computed by multiplying the  amount  being
surrendered, withdrawn, transferred, or applied to a Payment Option, by the
Market  Value  Adjustment  Factor. The Market Value  Adjustment  Factor  is
calculated as the larger  of Formula (1) or (2):

(1)  (1+a)/(1+b)(n/12) - 1

where:

"a"  is  the Treasury Rate for the number of Guarantee Period Years in  the
Guarantee Period;

"b"  is the Treasury Rate for a period equal to the time remaining (rounded
up to the next whole number of Guarantee Period Years) to the expiration of
the Guarantee Period; and

"n"  is the number of complete Guarantee Period Months remaining before the
expiration of the Guarantee Period.

(2)  (1.03)/(1+i)(y+d/#) - 1

where:

"i" is the Guaranteed Interest Rate for the Guarantee Period;

"y" is the number of complete Guarantee Period Years that have elapsed in Your
Guarantee Period;

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

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

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

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

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

                              Treasury Rates

The  Treasury  Rate  for a Guarantee Period is the  interest  rate  in  the
Treasury  Constant  Maturity Series, as published by  the  Federal  Reserve
Board, for a maturity equal to the number of years specified in "a" and "b"
in  Formula (1) above. Weekly Series are published at the beginning of  the
following  week. To determine "a", Keyport Benefit uses the  weekly  Series
first published on or after the most recent Determination Date which occurs
on  or  before the Start Date for the Guarantee Period, except that if  the
Start  Date  is  the  same  as  the  Determination  Date  or  the  date  of
publication,  or  any  date in between, Keyport Benefit  instead  uses  the
weekly  Series  first  published after the  prior  Determination  Date.  To
determine "b", Keyport Benefit uses the Weekly Series first published on or
after the most recent Determination Date which occurs on or before the date
on  which the Market Value Adjustment Factor is calculated, except that  if
the  calculation date is the same as the Determination Date or the date  of
publication,  or  any  date in between, Keyport Benefit  instead  uses  the
weekly  Series  first  published after the prior  Determination  Date.  The
Determination  Dates  are the last business day  prior  to  the  first  and
fifteenth of each calendar month.

If  the  number of years specified in "a" or "b" is not equal to a maturity
in  the  Treasury  Constant  Maturity Series, the  Treasury  Rate  will  be
determined by straight line interpolation between the interest rates of the
next highest and next lowest maturities.

If  the  Treasury  Constant  Maturity Series becomes  unavailable,  Keyport
Benefit  will  adopt a comparable constant maturity index  or,  if  such  a
comparable  index  also  is not available, Keyport Benefit  will  replicate
calculation  of the Treasury Constant Maturity Series Index based  on  U.S.
Treasury Security coupon rates.

                         End of A Guarantee Period

Keyport Benefit will notify a Certificate Owner in writing at least 30 days
prior to the end of a Guarantee Period. At the end of the Guarantee Period,
Keyport  Benefit will automatically transfer the Guarantee  Period's  Fixed
Account  Value  to  the  Money Market Sub-Account of the  Variable  Account
unless  Keyport  Benefit previously received a Certificate Owner's  Written
Request of: (1)  election of a new Guarantee Period from among those  being
offered  by  Keyport Benefit at that time; or (2) instructions to  transfer
the  ending  Guarantee Period's Fixed Account Value to  one  or  more  Sub-
accounts  of the Variable Account. A new Guarantee Period cannot be  longer
than the number of years remaining until the Income Date.

                     Transfers of Fixed Account Value

The  Certificate Owner may transfer Fixed Account Value from one  Guarantee
Period  to  another or to one or more Sub-Accounts of the Variable  Account
subject  to  any applicable Market Value Adjustment. If the  Fixed  Account
Value  represents  multiple Guarantee Periods, the  transfer  request  must
specify from which values the transfer is to be made.

The  Certificate  allows Keyport Benefit to limit the number  of  transfers
that can be made in a specified time period.  Currently, Keyport Benefit is
limiting   Variable  Account  and  Fixed  Account  transfers  to  generally
unlimited  transfers per calendar year with a $500,000 per transfer  dollar
limit.  See "Transfer of Variable Account Value". Transfers from the  Fixed
Account  to  the Variable Account at limited to 110% of the  Fixed  Account
Value  at  the beginning of the Certificate Year. This limitation  will  be
waived  if  a Systematic Withdrawal Program is in effect. These limitations
will  not  apply  to  any transfer made at the end of a  Guarantee  Period.
Certificate  Owners  will  be notified, in advance,  of  a  change  in  the
limitation on the number of transfers.

Transfer  requests must be by Written Request unless the Certificate  Owner
has  authorized  Keyport  Benefit by Written Request  to  accept  telephone
transfer  instructions from the Certificate Owner or from a  person  acting
for the Certificate Owner as an attorney-in-fact under a power of attorney.
By authorizing 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  B  and  Certificate  Owners
authorizing  telephone  transfers will be  notified,  in  advance,  of  any
changes.  Written transfer requests may be made by a person acting for  the
Certificate Owner as an attorney-in-fact under a power of attorney.

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

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

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

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



                                     
<PAGE>
                    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 Keyport  Benefit
Advisor  variable  annuity  prospectus dated July  22,  1998.  The  SAI  is
incorporated by reference into the prospectus. The prospectus is available,
at  no  charge, by writing Keyport Benefit at 125 High Street,  Boston,  MA
02110 or by calling (800) 437-4466.


                             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 Sub-Account.........................5
Financial Statements....................................................6
  Keyport Benefit Life Insurance Company................................7

   

  The date of this statement of additional information is July 22, 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
         without  any deduction for the sales charge defined in (c)(ii)  of
the
        net investment factor formula; and

   (b)  is the assumed investment factor for the current Valuation Period.
        The assumed investment factor adjusts for the interest assumed in
         determining the first variable annuity payment.  Such  factor  for
any
        Valuation Period shall be the accumulated value, at the end of such
        period, of $1.00 deposited at the beginning of such period at the
        assumed annual investment rate (AIR).  The AIR for Annuity Units
        based on the 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  12  months.   The
payee's request must specify the percentage of the annuity payment that  is
to  be  based  on  the  investment performance of  each  Sub-Account.   The
percentage for each Sub-Account, if not zero, must be at least 5% and  must
be a whole number.  At the end of the Valuation Period during which 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   Contract  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 Stock Price Index (an unmanaged weighted index of 90 stocks prior
to  March  1957  and  500 stocks thereafter of industrial,  transportation,
utility   and   financial  companies  widely  regarded  by   investors   as
representative  of the stock market); Small Company Stocks, represented  by
the  fifth  capitalization quintile (i.e., the ninth and tenth deciles)  of
stocks  on the New York Stock Exchange for 1926-1981 and by the performance
of  the  Dimensional Fund Advisors Small Company 9/10 (for ninth and  tenth
deciles)  Fund thereafter; Long Term Corporate Bonds, represented beginning
in  1969 by the Salomon Brothers Long-Term High-Grade Corporate Bond Index,
which  is  an  unmanaged  index  of nearly all  Aaa  and  Aa  rated  bonds,
represented  for 1946-1968 by backdating the Salomon Brothers  Index  using
Salomon  Brothers' monthly yield data with a methodology  similar  to  that
used  by Salomon Brothers in computing its Index, and represented for 1925-
1945  through  the  use  of  the  Standard and  Poor's  monthly  High-Grade
Corporate  Composite  yield  data, assuming  a  4%  coupon  and  a  20-year
maturity;  Long-Term Government Bonds, measured each year using a portfolio
containing  one  U.S.  government bond with a term of approximately  twenty
years  and  a  reasonably current coupon; U.S. Treasury Bills, measured  by
rolling  over each month a one-bill portfolio containing, at the  beginning
of  each  month, the shortest-term bill having not less than one  month  to
maturity;  Inflation, measured by the Consumer Price Index  for  all  Urban
Consumers, not seasonably adjusted, since January, 1978 and by the Consumer
Price Index before then.  The stock capital markets may be contrasted  with
the  corporate bond and U.S. government securities capital markets.  Unlike
an  investment in stock, an investment in a bond that is held  to  maturity
provides  a fixed rate of return.  Bonds have a senior priority  to  common
stocks  in  the  event the issuer is liquidated and interest  on  bonds  is
generally  paid by the issuer before it makes any distributions  to  common
stock  owners.   Bonds  rated  in  the two highest  rating  categories  are
considered high quality and present minimal risk of default.  An additional
advantage of investing in U.S. government bonds and Treasury bills is  that
they  are  backed by the full faith and credit of the U.S.  government  and
thus  have  virtually  no risk of default.  Although government  securities
fluctuate in price, they are highly liquid.

Yield for Stein Roe Money Market Sub-Account

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

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

Where:

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

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

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

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

                           FINANCIAL STATEMENTS

The  Variable  Account has not yet commenced operations  and  therefore  no
financial  statements  are included. The financial  statements  of  Keyport
Benefit  are  included  in  the  statement of additional  information.  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.

/s/Ernst & Young LLP

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 investments'  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 Company's 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 Company's  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  Company's 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 Company's 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   Company's   annuity  policy  reserves  (including  separate   account
liabilities)  relate  to  liabilities  established  on  a  variety  of  the
Company's  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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