VARIABLE ACCOUNT A OF KEYPORT BENEFIT LIFE INSURANCE CO
485BPOS, 1999-04-30
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As Filed with the Securities and Exchange Commission on April 30, 1999
    
                                               Registration No.   333-45727
                                                                  811-08635
===========================================================================
=
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                                     
                                 FORM N-4
                                     
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                     
              Pre-Effective Amendment No.                [ ]
   
                                     
              Post-Effective Amendment No.  6             [X]
    
                                     
                                  and/or
                                     
      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
   
                                     
             Amendment No.   10                            [X]
    
                                     
                            Variable Account A
                        (Exact Name of Registrant)
                                     
                  Keyport Benefit Life Insurance Company
                            (Name of Depositor)
               125 High Street,  Boston, Massachusetts 02110
     (Address of Depositor's Principal Executive Offices)  (Zip Code)
                                     
     Depositor's Telephone Number, including Area Code:  617-526-1400
                                     
                       Bernard R. Beckerlegge, Esq.
                  Keyport Benefit Life Insurance Company
                              125 High Street
                             Boston, MA 02110
                  (Name and Address of Agent for Service)

                                Copies to:
                                     
                            Joan E. Boros, Esq.
            Jorden Burt Boros Cicchetti Berenson & Johnson LLP
                    1025 Thomas Jefferson Street, N.W.
                           Washington, DC 20007

It is proposed that this filing will become effective:
( ) immediately upon filing pursuant to paragraph (b) of Rule 485
   
(X) on May 3, 1999 pursuant to paragraph (b) of Rule 485
( ) 60 days after filing pursuant to paragraph (a)(1) of Rule 485
( ) on [date] pursuant to paragraph (a)(1) of Rule 485
    

Title  of  Securities Being Registered: Variable Portion of  the  Contracts
Funded Through the Separate Account.

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

Exhibit List on Page ____

<PAGE>

                    CONTENTS OF REGISTRATION STATEMENT
                                     
                                     
                             The Facing Sheet
                                     
                             The Contents Page
                                     
                           Cross-Reference Sheet
                                     
                                     
                                  PART A
                                     
                                Prospectus
                                     
                                     
                                  PART B
                                     
                    Statement of Additional Information
                                     
                                     
                                  PART C
                                     
                               Items 24 - 32
                                     
                              The Signatures
                                     
                                 Exhibits

<PAGE>

                            VARIABLE ACCOUNT A
                                     
                  KEYPORT BENEFIT LIFE INSURANCE COMPANY
                                     
                     CROSS REFERENCE TO ITEMS REQUIRED
                                BY FORM N-4

N-4 Item       Caption in Prospectus

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

               Caption in Statement of Additional Information

15.            Cover Page
16.            Table of Contents
17.            Keyport Benefit Life Insurance Company
18.            Safekeeping of Assets, Experts
19.            Not applicable
20.            Principal Underwriter
21.            Investment Performance
22.            Variable Annuity Benefits
23.            Financial Statements

<PAGE>
   

This  Amendment  No.  6 to the Registration Statement  on  Form  N-4  which
initially  became effective on June 25, 1998 (the "Registration Statement")
is being filed pursuant to Rule 485(b) under the Securities Act of 1933, as
amended,   to  supplement  the  Registration  Statement  with  a   separate
prospectus  and  statement of additional information ("SAI"),  and  related
exhibits, describing a specific form of the Group Flexible Premium Deferred
Annuity  Contract. This Amendment relates only to the prospectus, SAI,  and
exhibits  included in this Amendment and does not otherwise delete,  amend,
or  supersede any information contained in Post-Effective Amendment Nos. 2,
4 and 5 to the Registration Statement.
    


<PAGE>




                                  PART A

<PAGE>


   

                                     
                                     
                                     
                        May 3, 1999 Prospectus for
                                     
    
                                     
                                     
                                     
                                 NEW YORK
                     KEYPORT ADVISOR VARIABLE ANNUITY
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                 Including Eligible 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










<PAGE>


                         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.

<PAGE>
   
- ---------------------------------------------------------------------------
                              Prospectus for
                                     
                   The Keyport Advisor Variable Annuity
                                     
                      Group Flexible Purchase Payment
                    Deferred Variable Annuity Contracts
                                     
                                 issued by
                                     
                            Variable Account A
                                    of
                  Keyport Benefit Life Insurance Company
- ---------------------------------------------------------------------------

This prospectus describes the Keyport Advisor variable annuity group
Contracts and Certificates offered by Keyport Benefit Life Insurance
Company.  All discussion of Certificates applies to the Contracts unless
specified otherwise.

Under the Certificate, you may elect to have value accumulate on a variable
or fixed basis. You may also elect to receive periodic annuity payments on
either a variable or a fixed basis. This prospectus generally describes
only the variable features of the Certificate. For a summary of the Fixed
Account and its features, see Appendix A. The Certificates are designed to
help you in your retirement planning. You may purchase them on a tax
qualified or non-tax qualified basis. Because they are offered on a
flexible payment basis, you are permitted to make multiple payments.

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

THE ALGER AMERICAN FUND: Alger American Growth Portfolio and Alger American
Small Capitalization Portfolio

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.: Global Bond Portfolio and
Premier Growth Portfolio

LIBERTY VARIABLE INVESTMENT TRUST: Colonial Growth and Income Fund,
Variable Series; Colonial International Fund for Growth, Variable Series;
Colonial Strategic Income Fund, Variable Series; Colonial U.S. Stock Fund,
Variable Series; Liberty All-Star Equity Fund, Variable Series; Newport
Tiger Fund, Variable Series; and Stein Roe Global Utilities Fund, Variable
Series

MFS VARIABLE INSURANCE TRUST: MFS Emerging Growth Series and MFS Research
Series

STEINROE VARIABLE INVESTMENT TRUST: Stein Roe Balanced Fund, Variable
Series; Stein Roe Growth Stock Fund, Variable Series; Stein Roe Money
Market Fund, Variable Series; Stein Roe Mortgage Securities Fund, Variable
Series; and Stein Roe Special Venture Fund, Variable Series

You may not purchase a Certificate if either you or the Annuitant are 90
years old or older before we receive your application. You may not purchase
a tax-qualified Certificate if you or the Annuitant are 75 years old or
older before we receive your application (age 90 applies to Roth IRAs).

The purchase of a Contract or Certificate involves certain risks.
Investment performance of the Eligible Funds to which you may allocate
purchase payments may vary. We do not guarantee any minimum Certificate
Value for amounts allocated to the Eligible Funds. Benefits provided by
this Certificate, when based on the Fixed Account, may be subject to a
market value adjustment, which may result in an upward or downward
adjustment in withdrawal benefits, death benefits, settlement values,
transfers to Eligible Funds, or periodic income payments.

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

This prospectus contains important information about the Contracts and
Certificates you should know before investing. You should read it before
investing and keep it for future reference. We have filed a Statement of
Additional Information ("SAI") with the Securities and Exchange Commission.
The current SAI has the same date as this prospectus and is incorporated by
reference in this prospectus. You may obtain a free copy by writing us at
125 High Street, Boston, MA 02110, by calling (800) 437-4466, or by
returning the postcard on the back cover of this prospectus. A table of
contents for the SAI appears on page 37 of this prospectus.

The date of this prospectus is May 3, 1999.

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

<PAGE>
                             TABLE OF CONTENTS
                                                                    Page
Definitions                                                          3
Summary of Certificate Features                                      4
Fee Table                                                            6
Examples                                                             8
Explanation of Fee Table and Examples                                9
Condensed Financial Information                                      10
Performance Information                                              10
Keyport Benefit and the Variable Account                             11
Purchase Payments and Applications                                   12
Investments of the Variable Account                                  13
  Allocations of Purchase Payments                                   13
  Eligible Funds                                                     13
  Transfer of Variable Account Value                                 15
  Limits on Transfers                                                16
  Substitution of Eligible Funds and Other Variable Account Changes  17
Deductions                                                           17
  Deductions for Certificate Maintenance Charge                      17
  Deductions for Mortality and Expense Risk Charge                   18
  Deductions for Daily Distribution Charge                           18
  Deductions for Contingent Deferred Sales Charge                    18
  Deductions for Transfers of Variable Account Value                 19
  Deductions for Premium Taxes                                       19
  Deductions for Income Taxes                                        19
  Total Variable Account Expenses                                    19
Other Services                                                       20
The Certificates                                                     22
  Variable Account Value                                             22
  Valuation Periods                                                  22
  Net Investment Factor                                              22
  Modification of the Certificate                                    23
  Right to Revoke                                                    23
Death Provisions for Non-Qualified Certificates                      23
Death Provisions for Qualified Certificates                          25
Certificate Ownership                                                25
Assignment                                                           26
Partial Withdrawals and Surrender                                    26
Annuity Provisions                                                   26
  Annuity Benefits                                                   26
  Annuity Option and Income Date                                     27
  Change in Annuity Option and Income Date                           27
  Annuity Options                                                    27
  Variable Annuity Payment Values                                    29
  Proof of Age, Sex, and Survival of Annuitant                       29
Suspension of Payments                                               30
Year 2000 Matters                                                    30
Tax Status                                                           30
  Introduction                                                       30
  Taxation of Annuities in General                                   31
  Qualified Plans                                                    33
  Tax-Sheltered Annuities                                            33
  Individual Retirement Annuities                                    34
  Corporate Pension and Profit-Sharing Plans                         34
  Deferred Compensation Plans with Respect to
    Service for State and Local Governments                          34
Variable Account Voting Privileges                                   34
Sales of the Certificates                                            35
Legal Proceedings                                                    36
Inquiries by Certificate Owners                                      36
Table of Contents--Statement of Additional Information               37
Appendix A--The Fixed Account (also known as the Modified
  Guaranteed Annuity Account)                                        38
Appendix B--Telephone Instructions                                   42

<PAGE>
                                DEFINITIONS

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

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

Certificate Anniversary: Each anniversary of the Certificate Date.

Certificate Date: The date when the Certificate becomes effective.

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

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

Company ("We", "Us", "Our", "Keyport Benefit"): Keyport Benefit Life
Insurance Company.

Covered Person: The person(s) identified in the Certificate 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
medical 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 designated to receive any death benefits
under the Certificate.

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

Fixed Account: Part of our general account to which purchase payments or
Certificate Values may be allocated or 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. Later Guarantee Period Months begin
on the same day in the following months.

Guarantee Period Year: The twelve-month period which begins on the Start
Date. Guarantee Period Years thereafter 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.

Qualified Certificate: Certificates issued under Qualified Plans.

Qualified Plan: A retirement plan which receives special tax treatment
under Sections 401, 403(b), 408(b) or 408A of the Internal Revenue Code
("Code") or a deferred compensation plan for a state and local government
or another tax exempt organization under Section 457 of the Code.

Service Office: Our service office which is 125 High Street, Boston,
Massachusetts 02110-2712.

Start Date: The date money is first allocated to a Guarantee Period of the
Fixed Account.

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

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

Written Request: A request written on a form satisfactory to us, signed by
you and a disinterested witness, and filed at our service office.

                      SUMMARY OF CERTIFICATE FEATURES

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

The Certificate

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

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

The Fixed Account is part of our "general account", which consists of all
our assets except the Variable Account and the assets of other separate
investment accounts we maintain. If you allocate payments to the Fixed
Account, your accumulation value will increase at guaranteed interest rates
and annuity payments will be of a fixed amount. Any surrender, withdrawal,
transfer or annuitization of your values in the Fixed Account may be
subject to a limited market value adjustment, which could increase or
decrease the applicable amount. (See Appendix A for more information on the
Fixed Account.)

If you allocate payments to both the Variable and the Fixed Accounts, then
the accumulation value and annuity payments will be variable in part and
fixed in part.

Purchase of the Certificate

You may make multiple purchase payments. The minimum initial payment is
$5,000. For individual retirement annuities the minimum payment is $2,000.
The minimum amount for each subsequent payment is $1,000 or a lesser amount
as we may permit from time to time which is currently $250. (See "Purchase
Payments and Applications".)

Investment Choices

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

The Alger American Fund ("Alger American Fund")
  Alger American Growth Portfolio ("Alger Growth")
  Alger American Small Capitalization Portfolio ("Alger Small Cap")

Alliance Variable Products Series Fund, Inc. ("Alliance Series Fund")
  Global Bond Portfolio ("Alliance Global Bond")
  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")
  Stein Roe Global Utilities Fund, Variable Series ("Stein Roe Global
     Utilities")

MFS Variable Insurance Trust ("MFS Trust")
  MFS Emerging Growth Series ("MFS Emerging Growth")
  MFS Research Series ("MFS Research")

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")
  Stein Roe Special Venture Fund, Variable Series ("Stein Roe Special
     Venture")

Fees and Charges

     Contingent Deferred Sales Charge.
There are no sales charges at the time of your purchase payment. We may
deduct a charge in the event of a total or partial surrender.  That charge
is based on a table of charges. See page 6. The charge will not exceed 7%
of that portion of the amount you surrender that represents purchase
payments you made during the seven years immediately preceding your request
for surrender. (See "Deductions for Contingent Deferred Sales Charge".)

     Mortality and Expense Risk Charge.
We deduct a mortality and expense risk charge at an annual rate of 1.25% of
your average daily net asset value in the Variable Account. (See
"Deductions for Mortality and Expense Risk Charge".)

     Distribution Charge.
We deduct a daily distribution charge at an annual rate of .15% of your
daily net asset value in the Variable Account. (See "Deductions for Daily
Distribution Charge".)

     Certificate Maintenance Charge.
We deduct an annual $36 certificate maintenance charge from Variable
Account Value for administrative expenses. Prior to the Income Date, we
reserve the right to change this charge for future years. In certain
instances, we may waive this charge. (See "Deductions for Certificate
Maintenance Charge".)

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

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

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

Free Look

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

                                 FEE TABLE

                  Certificate Owner Transaction Expenses

Sales Load Imposed on Purchases:                                  0%
Maximum Contingent Deferred Sales Charge
  (as a percentage of purchase payments):                         7%

         Years from Date of Payment      Sales Charge
                    1                         7%
                    2                         6%
                    3                         5%
                    4                         4%
                    5                         3%
                    6                         2%
                    7                         1%
                    8 or later                0%

Maximum Total Certificate Owner Transaction Expenses
  (as a percentage of purchase payments):                        7%

Annual Certificate Maintenance Charge                          $36

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 Expenses1
                  (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)2  Reimbursement)2
Reimbursement)2

Alger Growth                    .75%           .04%            .79%
Alger Small Cap                 .85%           .04%            .89%
Alliance Global Bond            .64%(.65%)     .29%(.53%)      .93%(1.18%)
Alliance Premier Growth         .97%(1.00%)    .09%           1.06%(1.09%)
Colonial Growth & Income        .65%           .11%            .76%
Colonial Int'l Fund for Growth  .90%           .34%           1.24%
Colonial Strategic Income       .65%           .13%            .78%
Colonial U.S. Stock             .80%           .10%            .90%
Liberty All-Star Equity         .80%           .20%(.24%)     1.00%(1.04%)
Newport Tiger                   .90%           .40%           1.30%
Stein Roe Global Utilities      .65%           .17%            .82%
MFS Emerging Growth             .75%           .10%            .85%
MFS Research                    .75%           .11%            .86%
Stein Roe Balanced              .45%           .20%            .65%
Stein Roe Growth Stock          .50%           .20%            .70%
Stein Roe Money Market          .35%           .27%            .62%
Stein Roe Mortgage Securities   .40%           .30%            .70%
Stein Roe Special Venture       .50%           .25%            .75%

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

1All Trust and Fund expenses are for 1998. The Alliance Series Fund and
Liberty Trust (Liberty All-Star Equity only) expenses reflect such Fund's
or Trust's adviser's agreement to reimburse expenses above certain limits
(see footnote 2).

2The manager of Alger American Fund has agreed to reimburse Alger Growth
and Alger Small Cap to the extent that its annual operating expenses,
excluding interest, taxes, fees for brokerage services and extraordinary
expenses, exceed 1.50% of the average daily net assets of the fund 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
without any expense reimbursement: for Alliance Global Bond--.65% for
management fees, .53% for other expenses and 1.18% for total expenses; and
for Alliance Premier Growth--1.00% for management fees and 1.09% for total
expenses.

The manager of Liberty Trust has agreed until April 30, 2000 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 assets of each Eligible Fund: 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 without any expense
reimbursement: for Liberty All-Star Equity--.24% for other expenses and
1.04% for total expenses.

The manager of SteinRoe Trust has agreed until April 30, 2000 to reimburse
all expenses, including management fees, in excess of the following
percentage of the average net assets of each Eligible Fund: 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.

                                 EXAMPLES

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

Sub-account                    1 Year     3 Years     5 Years     10 Years
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 - If you annuitize or if you do not surrender your Certificate
at the end of the periods shown, you would pay the following expenses on a
$1,000 investment, assuming 5% annual return on assets.

Sub-Account                    1 Year     3 Years     5 Years     10 Years
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

                   EXPLANATION OF FEE TABLE AND EXAMPLES

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

We deduct contingent deferred sales charges only if you totally or
partially surrender the Certificate.  You will not incur a surrender charge
in the following instances:

     1. In the first Certificate Year, you may withdraw an aggregate amount
        up to the Certificate's earnings. Earnings equal the Certificate
        Value at the time of withdrawal less the portion of the purchase
        payments not previously withdrawn.

     2. In the second and later Certificate Years you may withdraw:
        (a) earnings, and
        (b) an amount up to (i) 10% of the Certificate Value as of the
            preceding Certificate Anniversary, (ii) less earnings.

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

We waive the certificate maintenance charge on the first Certificate
Anniversary and in certain other instances.

The fee table and examples should not be considered a representation of
past or future expenses and charges of the Sub-accounts. Your actual
expenses may be greater or less than those shown. Similarly, the 5% annual
rate of return assumed in the example is not an estimate or a guarantee of
future investment performance. See "Deductions" in this prospectus,
"Management 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.

                      CONDENSED FINANCIAL INFORMATION

                         Accumulation Unit Values*

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

Alger Growth                $16.500     $17.928              156     1998

Alger Small Cap              12.801      12.685           13,187     1998

Alliance Global Bond         10.064      11.042           37,828     1998

Alliance Premier Growth      18.251      19.646           72,221     1998

Colonial Growth & Income     21.496      21.211           68,720     1998

Colonial Int'l Fund for      11.685      10.761           25,408     1998
     Growth

Colonial Strategic Income    14.141      14.237          144,486     1998

Colonial U.S. Stock          24.216      24.622           48,451     1998

Newport Tiger                 6.085       7.867            7,114     1998

Liberty All-Star Equity      11.632      11.777           43,445     1998

Stein Roe Global Utilities   17.682      17.923           23,196     1998

MFS Emerging Growth          14.370      15.455           23,981     1998

MFS Research                 14.269      14.400           38,021     1998

Stein Roe Balanced           26.558      27.188           42,019     1998

Stein Roe Growth Stock       43.593      44.829           13,510     1998

Stein Roe Money Market       14.063      14.284           98,844     1998

Stein Roe Mortgage           18.415      18.826           56,960     1998
     Securities

Stein Roe Special Venture    29.179      25.351            2,591     1998

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

** Each value is as of July 22, 1998, which is the date the Eligible Fund
Sub-account first became available.

The full financial statements for the Variable Account and Keyport Benefit
are in the Statement of Additional Information.

                          PERFORMANCE INFORMATION

The Variable Account may from time to time advertise certain performance
information concerning its various Sub-accounts.

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

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

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

In order to calculate average annual total return, we divide the change in
value of a Sub-account under a Certificate surrendered on a particular date
by a hypothetical $1,000 investment in the Sub-account. We then annualize
the resulting total rate for the period to obtain the average annual
compounding percentage change during the period.

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

(a) First, the Sub-accounts may present total return information as
described above, except for the deduction for 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. This is consistent with the long-term investment and retirement
objectives of the Certificate. The total return percentage will be higher
using this method than the standard method described above.

(b) Second, the Sub-accounts may present total return information as
described above, except there are no Certificate deductions for the
contingent deferred sales charge, the certificate maintenance charge and
premium tax charges.  Because there are no charges deducted, the
calculation is simplified. We divide the change in a Sub-account's
Accumulation Unit value over a specified time period by the Accumulation
Unit value of that Sub-account at the beginning of the period. This
computation results in a twelve-month change rate.  For longer periods it
is a total rate for the period. We annualize the total rate in order to
obtain the average annual percentage change in the Accumulation Unit value.
The percentages would be lower if these charges were included.

(c) Third, certain of the Eligible Funds have been available for other
variable annuity contracts prior to the beginning 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
and applying the fees and charges to the Certificate for the specified time
periods.

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 seven-day period. We annualize this
income by assuming that the amount of income generated by the investment
during that week is generated each week over a fifty-two week period. It is
shown as a percentage. The yield reflects the deduction of all charges
assessed against the Sub-account and a Certificate but does not include
contingent deferred sales charges and premium tax charges. The yield would
be lower if these charges were included.

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

                 KEYPORT BENEFIT AND THE VARIABLE ACCOUNT

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

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

We are indirectly owned by Liberty Financial Companies, Inc. and are
ultimately controlled by Liberty Mutual Insurance Company of Boston,
Massachusetts, a multi-line insurance and financial services institution.

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

Obligations under the Certificates are our obligations. Although the assets
of the Variable Account are our property, these assets are held separately
from our other assets and are not chargeable with liabilities arising out
of any other business we may conduct. Income, capital gains and/or capital
losses, whether or not realized, from assets allocated to the Variable
Account are credited to or charged against the Variable Account without
regard to the income, capital gains, and/or capital losses arising out of
any other business we may conduct.

                    PURCHASE PAYMENTS AND APPLICATIONS

The initial purchase payment is due on the Certificate Date. The minimum
initial purchase payment is $5,000 and $2,000 for individual retirement
annuities. You may make additional purchase payments. Each subsequent
purchase payment must be at least $1,000 or any lesser amount we may
permit, which is currently $250. We may reject any purchase payment or any
application.

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

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

We will permit others to act on your behalf in certain instances,
including:

     o  We will accept an application for a Certificate signed by an
        attorney-in-fact if we receive a copy of the power of attorney
        with the application.
     o  We will issue a Certificate to replace an existing life
        insurance or annuity policy that we or an affiliated company
        issued even though we did not previously receive a signed
        application from you.
     
Certain dealers or other authorized persons such as employers and Qualified
Plan fiduciaries may inform us of your responses to application questions
by telephone or by order ticket and cause the initial purchase payment to
be paid to us. If the information is complete, we will issue the
Certificate with a copy of an application containing that information. We
will send you the Certificate and a letter so you may review the
information and notify us of any errors. We may request you to confirm that
the information is correct by signing a copy of the application or a
Certificate delivery receipt. We will send you a written notice confirming
all purchases. Our liability under any Certificate relates only to amounts
so confirmed.

                    INVESTMENTS OF THE VARIABLE ACCOUNT

Allocations of Purchase Payments

We will invest the purchase payments you applied to the Variable Account in
the Eligible Fund Sub-accounts chosen by you. Your selection must specify
the percentage of the purchase payment that is allocated to each Sub-
account or must specify the asset allocation model selected. (See "Other
Services, The Programs".) The percentage for each Sub-account, if not zero,
must be at least 5% and a whole number. You may change the allocation
percentages without fee, penalty or other charge. You must notify us in
writing of your allocation changes unless you, your attorney-in-fact, or
another authorized person have given us written authorization to accept
telephone allocation instructions. By allowing us to accept telephone
changes, you agree to accept and be bound by our current conditions and
procedures. The current conditions and procedures are in Appendix B. We
will notify you of any changes in advance.

The Variable Account is segmented into Sub-accounts. Each Sub-account
contains the shares of one of the Eligible Funds and such shares are
purchased at net asset value. We may add or withdraw Eligible Funds and Sub-
accounts as permitted by applicable law.

Eligible Funds

The Eligible Funds are the separate funds listed within the Alger American
Fund, Alliance Series Fund, Liberty Trust, MFS Trust and SteinRoe Trust.
Keyport Benefit and the Variable Account may enter into agreements with
other mutual funds for the purpose of making such mutual funds available as
Eligible Funds under certain Certificates.

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

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

Fred Alger Management, Inc. ("Alger Management") is the investment manager
for the Eligible Funds of Alger American Fund.

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

Liberty Advisory Services Corp. ("LASC"), our affiliate, is the manager for
Liberty Trust and its Eligible Funds. Colonial Management Associates, Inc.
("Colonial"), an affiliate, is the sub-adviser for the Eligible Funds
except for Newport Tiger, Stein Roe Global Utilities and Liberty All-Star
Equity. Newport Fund Management, Inc., an affiliate, is sub-adviser for
Newport Tiger. Liberty Asset Management Company, an affiliate, is 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 adviser
for the Eligible Funds of MFS Trust.

Stein Roe & Farnham Incorporated ("Stein Roe"), an affiliate, is the
investment adviser for each Eligible Fund of SteinRoe Trust and sub-adviser
for Stein Roe Global Utilities.

We have briefly described the Eligible Funds below. You should read the
current prospectus for the Eligible Funds for more details and complete
information. The prospectus is available, at no charge, from a salesperson
or by writing to our service office 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.

Transfer of Variable Account Value

You may transfer Variable Account Value from one Sub-account to another Sub-
account and/or to the Fixed Account.

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

Limits on Transfers

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

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

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

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

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

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

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

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

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

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

Substitution of Eligible Funds and Other Variable Account Changes

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

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

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

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

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

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

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

                                DEDUCTIONS

Deductions for Certificate Maintenance Charge

We charge an annual certificate maintenance charge of $36 per Certificate
Year. Before the Income Date we do not guarantee the amount of the
certificate maintenance charge and may change it. This charge reimburses us
for our expenses incurred in maintaining your Certificate.

Before the Income Date, we will deduct the certificate maintenance charge
from the Variable Account Value on each Certificate Anniversary and on the
date of any total surrender not falling on the Certificate Anniversary. We
will waive this charge before the Income Date if:

     o  it is the first Certificate Anniversary;

     o  the Certificate Value is at least $40,000 on the date we impose
        this charge, or

     o  in the prior Certificate Year, purchase payments of at least
        $2,000 have been made and you have not made any partial
        withdrawals.

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

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

We will waive the charge on and after the Income Date for the current year
if:

     o  you have selected variable annuity Option A; and

     o  the present value of all of the remaining payments is at least
        $40,000 at the time of the first payment of the year.

Deductions for Mortality and Expense Risk Charge

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

We deduct a mortality and expense risk charge from each Sub-account. The
mortality and expense risk charge is equal, on an annual basis, to 1.25% of
the average daily net asset value of each Sub-account. We deduct the charge
both before and after the Income Date. We may deduct less than the full
charge from Sub-account values attributable to Certificates issued to our
employees and to other persons specified in "Sales of the Certificates".
Additionally, we may, in certain circumstances described in "Sales of the
Certificates" offer to credit additional interest from our general account
to a purchase payment upon receipt as an allowance for future deductions of
the mortality and expense risk charge.

Deductions for Daily Distribution Charge

We do not deduct the distribution charge during the annuity period. We
deduct from each Sub-account for each valuation period a daily distribution
charge equal on an annual basis to 0.15% of the average daily net asset
value of each Sub-account. This charge compensates us for certain sales
distribution expenses relating to the Certificate.

We will not deduct this charge from your Sub-account values once we have
reached the maximum cumulative distribution charge limit. We do not deduct
this charge from the values of Certificates issued to our employees and
other persons specified in "Sales of the Certificates". We 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 from our
general account.

Deductions for Contingent Deferred Sales Charge

We do not deduct a sales charge from the Certificate when you purchase it.
We may deduct such a charge if you surrender your Certificate.

To determine whether we will deduct a contingent deferred sales charge if
you surrender your Certificate, we maintain a separate set of records.
These records identify the date and amount of each purchase payment you
have made and the Certificate Value over time. This allows us to determine
if a charge is due with respect to a particular purchase payment.

You may make partial surrenders during the Accumulation Period without
incurring a contingent deferred sales charge.  During the first Certificate
Year, you may withdraw an amount up to the Certificate's earnings. Earnings
equal the Certificate Value at the time of withdrawal, less purchase
payments not previously withdrawn.  Beginning with the second Certificate
Year, you may withdraw earnings, and an amount up to 10% of the Certificate
Value on the prior Certificate Anniversary, less earnings. We will deduct a
contingent deferred sales charge with respect to withdrawals in excess of
these amounts.

We will deduct the contingent deferred sales charge resulting from an
excess withdrawal in any Certificate Year from the purchase payments
beginning with the oldest payment until we have deducted the full amount.

The amount of the contingent deferred sales charge we deduct will equal the
amount of your surrender multiplied by the applicable percentage for the
number of years that have elapsed from the date of the purchase payment to
the date of surrender.  We measure years from the date of each purchase
payment you make.  The applicable percentages for each year are 7% during
the first year, and decreasing by 1% each following year until the
percentage is 0%.  We will deduct the contingent deferred sales charges
from the Sub-accounts and the Fixed Account in the same manner as we deduct
the amount you surrender.

We keep a record of all amounts we have deducted for all contingent
deferred sales charges and daily distribution charges.  We will never
deduct more than a total of 9% from your purchase payments for sales and
distribution charges.

The contingent deferred sales charge is used to cover the expenses of
selling the Certificate, including compensation paid to selling dealers and
the cost of sales literature. We pay any expenses not covered by the charge
from our general account, which may include monies deducted from the
Variable Account for the mortality and expense risk charge.

We will waive the contingent deferred sales charge in the event a Covered
Person is confined in a medical facility in accordance with the provisions
and conditions of an endorsement to the Certificate relating to such
confinement.

The contingent deferred sales charge is not applicable to Certificates
issued to our employees and other persons specified in "Sales of the
Certificates".

We may reduce or change any contingent deferred sales charge percentage to
0% under a Certificate issued in an internal exchange or transfer of an
annuity contract from our general account.

Under the "Systematic Withdrawal Program" on page 21 and under other
permitted circumstances, we may allow the 10% withdrawal amount to be
available in the first Certificate Year.  If so, the initial purchase
payment will be substituted for the Certificate Value.

Deductions for Transfers of Variable Account Value

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

Deductions for Premium Taxes

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

Deductions for Income Taxes

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

Total Variable Account Expenses

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

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

                              OTHER SERVICES

The Programs. We offer the following investment related programs which are
available only prior to the Income Date:

     o  asset allocation;

     o  dollar cost averaging;

     o  systematic investment; and

     o  systematic withdrawal programs.

A rebalancing program is available before and after the Income Date. Under
each program that uses transfers, the 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. We reserve the right to terminate any program.

If you have submitted a telephone authorization form, you may make certain
changes by telephone. For those programs involving transfers, you may
change instructions by telephone with regard to which Sub-accounts or Fixed
Account Certificate Value may be transferred. We describe the current
conditions and procedures in Appendix B.

Dollar Cost Averaging Program. Under the program, we make automatic
transfers of Accumulation Units 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 you select. The program allows you to
invest in the Sub-accounts over time rather than all at once. The program
is available for purchase payments and amounts transferred into the Stein
Roe Money Market Sub-account or the One-Year Guarantee Period. We reserve
the right to limit the number of Sub-accounts you may choose; currently,
there are no limits.

If you wish to participate in the program you must specify in writing the
Stein Roe Money Market Sub-account or the One-Year Guarantee Period from
which you want the transfers made.  You must also tell us the monthly
amount you want transferred (minimum $100) and the Sub-account(s) to which
you want the transfers made. The first transfer will occur about 30 days
after we receive your request. Each subsequent periodic transfer will occur
at the close of the same valuation period. If you select monthly transfers
and the first transfer occurs on 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, we will transfer that
remaining value and the program will end. Before this final transfer, you
may extend the program by allocating additional purchase payments, or by
transferring Certificate Value, to the Stein Roe Money Market Sub-account
or the One-Year Guarantee Period.

You may change the monthly amount you want transferred, the Sub-account(s)
to which you want transfers made, or end the program. The program will
automatically end on the Income Date. We reserve the right to end the
program at any time by sending you a notice one month in advance.

We must receive your written or telephone instructions by 4:00 PM Eastern
Time of the business day before the next scheduled transfer in order for
the new instructions to be in effect for that transfer. We establish
conditions and procedures for telephone instructions for dollar cost
averaging from time to time. The current conditions and procedures appear
in Appendix B, and you will be notified prior to any changes.

Asset Allocation Program. You may select from five asset allocation model
portfolios separately developed by Ibbotson Associates and Standard &
Poor's:

     o  Model A -- Capital Preservation,

     o  Model B -- Income and Growth,

     o  Model C - Moderate Growth,

     o  Model D -- Growth, and

     o  Model E - Aggressive Growth.

If you elect one of the models, we will automatically allocate initial and
subsequent purchase payments among the Sub-accounts in the model. You may
use only one model in a Certificate at a time. You may use a questionnaire
and scoring system to determine the model that corresponds to your 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. You will
receive notification prior to any reconfiguration.

The Fixed Account is not available in any asset allocation model. You may
allocate initial or subsequent purchase payments, or Certificate Value,
between an asset allocation model and the Fixed Account.

Rebalancing Program. If you elect purchase payment percentage allocations,
we will automatically rebalance the Certificate Value of each Sub-account
on the last day of the calendar quarter to match your current percentage
allocations. You may terminate the program at any time or change the
percentages by notifying us in writing. We must receive your changes ten
days before to the end of the calendar quarter. Certificate Value allocated
to the Fixed Account is not included in the rebalancing program. After the
Income Date, the rebalancing program applies only to variable annuity
payments, and we will rebalance the number of Annuity Units in each Sub-
account. Annuity Units are used to calculate the amount of each annuity
payment.

Systematic Investment Program. You may make purchase payments for Non-
Qualified Certificates through monthly deductions from your bank account or
payroll. You may elect this program by completing and returning a
systematic investment program application and authorization form to us. You
may obtain an application and authorization form from us or your sales
representative. There is a current minimum of $50 per payment for the
program.

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

In each Certificate Year, you may withdraw portions of Certificate Value
without any contingent deferred sales charge ("free withdrawal amount"). If
your withdrawals under the program exceed the free withdrawal amount, the
excess will be subject to the applicable contingent deferred sales charge.
We will add any unrelated voluntary partial withdrawal you make during a
Certificate Year with withdrawals pursuant to the program to determine the
applicability of any contingent deferred sales charge.

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

You may combine the program 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 where you have allocated values. We determine the value of
each Sub-account at any time by multiplying the number of Accumulation
Units attributable to that Sub-account by its Accumulation Unit value.

Each purchase payment you make results in the credit of additional
Accumulation Units to your Certificate and the appropriate Sub-account. The
number of additional units for any Sub-account will equal the amount
allocated to that Sub-account divided by the Accumulation Unit value for
that Sub-account at the time of investment.

Valuation Periods

We determine the value of the Variable Account each valuation period using
the net asset value of the Eligible Fund shares. A valuation period is the
period beginning at 4:00 P.M. (EST) which is the close of trading on the
New York Stock Exchange and ending at the close of trading for the next
business day. The New York Stock Exchange is currently closed on weekends,
New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day.

Net Investment Factor

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

When we first purchased Eligible Fund shares on behalf of the Variable
Account, we valued each Accumulation Unit at a specified dollar amount. The
Unit value for each Sub-account in any valuation period thereafter is
determined by multiplying the value for the prior period by a net
investment factor. This factor may be greater or less than 1.0; therefore,
the Accumulation Unit may increase or decrease from valuation period to
valuation period. We calculate a net investment factor for each Sub-account
according to the following formula (a  b) - c, where:

   (a) is equal to:

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

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

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

   (c) is equal to:

     (i)   the valuation period equivalent of the mortality and expense
           risk charge; plus

     (ii)  the valuation period equivalent of the daily distribution
           charge; plus

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

If we have deducted the maximum cumulative sales charge limit, we will not
deduct the daily distribution charge in (c)(ii) above. For Certificates
issued to our employees and other persons specified in "Sales of the
Certificates", the mortality and expense risk charge in (c)(i) above is
 .35% and the daily distribution charge in (c)(ii) above is eliminated. We
may eliminate the daily distribution charge in (c)(ii) above for certain
Certificates we issue in an internal exchange or transfer.

Modification of the Certificate

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

Right to Revoke

You may return the Certificate within 10 days after you receive it by
delivering or mailing it to us.  The postmark on a properly addressed and
postage-prepaid envelope determines if a Certificate is returned within the
period. We will treat the returned Certificate as if we never issued it and
will refund the Certificate Value.

              DEATH PROVISIONS FOR NON-QUALIFIED CERTIFICATES

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

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

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

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

Upon the death of the Covered Person, we will increase the Certificate
Value so that it equals the death benefit amount if it is less than the
death benefit amount ("DBA"). The DBA is the greater of the "net purchase
payment death benefit", the current Certificate Value or the "greatest
Anniversary Value".

The net purchase payment death benefit is:

     o  the initial purchase payment, plus

     o  any additional purchase payments, minus

     o  any partial withdrawals and any applicable surrender charges.

Each day we determine the value of your Certificate during a Certificate
Year, we will also value your "greatest Anniversary Value".  The "greatest
Anniversary Value" on the issue date is the initial purchase payment.  Each
day we will add to this amount any additional purchase payments made that
day, and subtract an adjustment for withdrawals made that day.  This
adjustment equals the amount of the partial withdrawal:

     o  divided by the Certificate Value immediately before the
        withdrawal; and

     o  multiplied by the "greatest Anniversary Value" immediately
        before the withdrawal.

On each Certificate Anniversary, we compare the current Certificate Value
to "greatest Anniversary Value", adjusted as described above.  If the
current Certificate Value exceeds the adjusted "greatest Anniversary
Value", the current Certificate Value will become the new "greatest
Anniversary Value".  This new "greatest Anniversary Value" will be adjusted
as described above during the following Certificate Year, if necessary.
This process will continue until the Certificate Anniversary prior to the
81st birthday of the Covered Person.  On this Certificate Anniversary, the
greater of the current Certificate Value and the adjusted "greatest
Anniversary Value" will become the new "greatest Anniversary Value".  From
that point on, the "greatest Anniversary Value" will not change unless
subsequent purchase payments are made or withdrawals are taken, in which
case the "greatest Anniversary Value" will be adjusted as described above.

When we receive due proof of the Covered Person's death, we will compare,
as of the date of death, the Certificate Value and the DBA. If the
Certificate Value was less than the DBA, we will increase the current
Certificate Value by the amount of the difference. Note that while the
amount of the difference is determined as of the date of death, that amount
is not added to the Certificate Value until we receive due proof of death.

We allocate the amount credited, if any, to the Variable Account and/or the
Fixed Account based on the purchase payment allocation selection in effect
when we receive due proof of death. The Designated Beneficiary may, by the
later of the 90th day after the Covered Person's death and the 60th day
after we receive proof of the death, surrender the Certificate for the
Certificate Value without incurring any applicable contingent deferred
sales charge. If the Designated Beneficiary surrenders the Certificate
after the applicable 90 or 60 day period or surrenders it at any time after
the death of a non-Covered Person, we will deduct any applicable contingent
deferred sales charge. If the Designated Beneficiary does not surrender the
Certificate, it will continue for the time period specified above.

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

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

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

     o  any payment option that provides for payments to continue after
        the death of the Designated Beneficiary will not allow the
        successor payee to extend the period of time during which the
        remaining payments are to be made.

Death of Certain Non-Certificate Owner Annuitant. These provisions apply
if, while the Certificate is In Force, the Annuitant dies, the Annuitant is
not the Certificate Owner or a joint Certificate Owner, and the Certificate
Owner is a natural person. The Certificate will continue after the
Annuitant's death. The new Annuitant will be any living contingent
annuitant, otherwise you. If the Annuitant dies  before you and any joint
Certificate Owner, then the Annuitant is the Covered Person and we will
increase the Certificate Value, as provided below, if it is less than the
DBA, as defined above.

When we receive due proof of the Annuitant's death, we will compare, as of
the date of death, the Certificate Value and the DBA. If the Certificate
Value is less than the DBA, we will increase the Certificate Value by the
difference. Note that while the amount of the difference is determined as
of the date of death, that amount is not added to the Certificate Value
until we receive due proof of death.

We allocate the amount credited, if any, to the Variable Account and/or the
Fixed Account based on the purchase payment allocation selection in effect
when we receive due proof of death. You may surrender the Certificate
within 90 days of the date of the Annuitant's death for the Certificate
Value without incurring any applicable contingent deferred sales charge. If
you surrender the Certificate after 90 days, we will deduct any applicable
contingent deferred sales charge.

                DEATH PROVISIONS FOR QUALIFIED CERTIFICATES

Death of Annuitant. If the Annuitant dies while the Certificate is In
Force, the Designated Beneficiary will control the Certificate. We will
increase the Certificate Value, as provided below, if it is less than the
DBA as defined above. When we receive due proof of the Annuitant's death,
we will compare, as of the date of death, the Certificate Value to the DBA.
If the Certificate Value was less than the DBA, we will increase the
current Certificate Value by the amount of the difference. Note that while
the amount of the difference is determined as of the date of death, that
amount is not added to the Certificate Value until we receive due proof of
death.

We will allocate the amount credited, if any, to the Variable Account
and/or the Fixed Account based on the purchase payment allocation selection
in effect when we receive due proof of death. The Designated Beneficiary
may, by the later of the 90th day after the Annuitant's death and the 60th
day after we are notified of the death, surrender the Certificate for the
Certificate Value without incurring any applicable contingent deferred
sales charge. If the Designated beneficiary surrenders the Certificate
after the applicable 90 or 60 day period, we will deduct any applicable
contingent deferred sales charge.

If the Designated Beneficiary does not surrender the Certificate, it may
continue for the time period permitted by the Internal Revenue Code
provisions applicable to the particular Qualified Plan. During this period,
the Designated Beneficiary may exercise all ownership rights, including the
right to make transfers or partial withdrawals or the right to totally
surrender the Certificate for its Certificate Withdrawal Value. If the
Certificate is still in effect at the end of the period, we will
automatically end it then by paying the Certificate Withdrawal Value
(without the deduction of any applicable contingent deferred sales charge)
to the Designated Beneficiary. If the Designated Beneficiary is not alive
then, we will pay any person(s) named by the Designated Beneficiary in
writing; otherwise we will pay the Designated Beneficiary's estate.

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

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

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

     o  any payment option that provides for payments to continue after
        the death of the Designated Beneficiary will not allow the
        successor payee to extend the period of time over which the
        remaining payments are to be made.

                           CERTIFICATE OWNERSHIP

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

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

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

Any Qualified Certificate may have limitations on transfer of ownership.
You should consult the plan administrator and a competent tax adviser as to
the tax consequences resulting from such a transfer.

                                ASSIGNMENT

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

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

                     PARTIAL WITHDRAWALS AND SURRENDER

You may make partial withdrawals from the Certificate by notifying us in
writing. The minimum withdrawal amount is $300.  We may permit a lesser
amount with the systematic withdrawal program. If the Certificate Value
after a partial withdrawal would be below $2,500, we will treat the request
as a withdrawal of only the amount over $2,500. The amount withdrawn will
include any applicable contingent deferred sales charge and may be greater
than the amount of the surrender check requested. Unless you specify
otherwise, we will deduct the total amount withdrawn from all Sub-accounts
of the Variable Account in the ratio that the value in each Sub-account
bears to the total Variable Account Value. If there is no or insufficient
value in the Variable Account, 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.

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

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

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

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

                            ANNUITY PROVISIONS

Annuity Benefits

If the Annuitant is alive on the Income Date and the Certificate is In
Force, we will begin payments under the annuity option or options you have
chosen. We determine the amount of the payments on the Income Date by:

     o  applying payments to the option you choose for your Certificate
        Value,

     o  increasing or decreasing your Certificate Value by applying by a
        limited market value adjustment of Fixed Account Value described
        in Appendix A,

     o  subtracting any premium taxes not previously deducted, and

     o  subtracting any applicable certificate maintenance charge on the
        Income Date in accordance with the option selected.

Annuity Option and Income Date

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

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

     o  any maximum date permitted under state law.

Change in Annuity Option and Income Date

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

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

     o  not later than the earlier of

        (i)  the later of the Annuitant's 90th birthday and the 10th
             Certificate Anniversary and

        (ii) any maximum date permitted under state law.

Annuity Options

The Annuity Options are:

Option A: Income for a Fixed Number of Years;

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

Option C: Joint and Last Survivor Income.

You may arrange other options if we agree. Each option is available in two
forms - as a variable annuity for use with the Variable Account and as a
fixed annuity for use with our general account Fixed Account. Variable
annuity payments will fluctuate.  Fixed annuity payments will not
fluctuate. We will determine the dollar amount of each fixed annuity
payment by:

     o  deducting from the Fixed Account 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;

     o  dividing the remainder by $1,000; and

     o  multiplying the result by the greater of:
        (i)  the applicable factor shown in the appropriate table in
             the Certificate; and
        (ii) the factor we currently offer at the time annuity
             payments begin. We may base this current factor on the
             sex of the payee unless we are prohibited by law from
             doing so.

If you do not select an Annuity Option, we will automatically apply Option
B. Unless you choose otherwise, we will apply:

     o  Variable Account Value (less any premium taxes not previously
        deducted and less any applicable certificate maintenance charge)
        in its entirety to a variable annuity option, and

     o  Fixed Account Value, increased or decreased by a limited market
        value adjustment described in Appendix A less any premium taxes
        not previously deducted, to a fixed annuity option.

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

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

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

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

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

     o  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  at the time you chose Option A you selected 3% per year
        in writing); less

     o  any contingent deferred sales charge due by treating the value
        defined in (a) as a total surrender.  Instead of receiving a
        lump sum, the payee may elect another payment option and we will
        not reduce the amount applied to the option by the market value
        adjustment above.

If, at the death of the payee, Option A payments have been made for fewer
than the chosen number of years:
     
     o  we will continue payments during the remainder of the period
        to the successor payee; or

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

The mortality and expense risk charge is deducted during the Option A
payment period if a variable payout has been selected, but we have no
mortality risk during this period.

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

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

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

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

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

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

Option C: Joint and Last Survivor Income. We will pay an annuity for as
long as either the payee or a designated second natural person is alive.
The amount of the annuity payments will depend on the age of both persons
on the Income Date and it may also depend on each person's sex. It is
possible under this option to receive only one annuity payment if both
payees die after the receipt of the first payment, or to receive only two
annuity payments if both payees die after receipt of the second payment,
and so on.

Variable Annuity Payment Values

We determine the amount of the first variable annuity payment by using an
annuity purchase rate based on an assumed annual investment return of 5%
per year, unless you choose 3% in writing. Subsequent variable annuity
payments will fluctuate in amount and reflect whether the actual investment
return of the selected Sub-account(s) (after deducting the mortality and
expense risk charge) is better or worse than the assumed investment return.
The total dollar amount of each variable annuity payment will be equal to:

     o  the sum of all Sub-account payments, less

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

Proof of Age, Sex, and Survival of Annuitant

We may require proof of age, sex or survival of any payee upon whose age,
sex or survival payments depend. If the age or sex has been misstated, we
will compute the amount payable based on the correct age and sex. If income
payments have begun, we will pay in full any underpayments with the next
annuity payment and deduct any overpayments, unless repaid in one sum,
from future annuity payments until we are repaid in full.

                          SUSPENSION OF PAYMENTS

We reserve the right to postpone surrender payments from the Fixed Account
for up to six months. We also reserve the right to suspend or postpone any
type of payment from the Variable Account for any period when:

     o  the New York Stock Exchange is closed other than customary
        weekend or holiday closings;
     o  trading on the Exchange is restricted;
     o  an emergency exists as a result of which it is not reasonably
        practicable to dispose of securities held in the Variable
        Account or determine their value; or
     o  the Securities and Exchange Commission permits delay for the
        protection of security holders. The applicable rules and
        regulations of the Securities and Exchange Commission shall
        govern as to whether the two conditions described above exist.

                             YEAR 2000 MATTERS

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 that are affected by the Year 2000 issue could impact
our 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.

We are assessing and addressing the Year 2000 issue by implementing a four-
step plan. The first two steps involve conducting an inventory of all
computer applications which support our business functions and prioritizing
computer applications which are affected by the Year 2000 issue, based upon
the degree of impact each application has on the functioning of our
business units. The first two steps of the plan are substantially complete.

The final two steps of the four-step plan involve repairing and replacing
affected computer programs and testing them for Year 2000 readiness. For
computer applications which are "mission critical" (i.e., their failure
would result in our complete inability to perform critical business
functions), we expect to complete the final two steps of the plan by June,
1999. We expect to complete the repair and replacement of non-critical
computer applications by December 31, 1999.

We believe the Year 2000 issue could have a material impact on our
operations if we do not implement the four-step plan in a timely manner.
However, based upon our progress, we believe we will meet our timetable,
and the Year 2000 issue will not pose significant operational problems for
our computer systems.

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

                                TAX STATUS

Introduction

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

The Certificate is for use by individuals in retirement plans which may or
may not be Qualified Plans under the provisions of the Internal Revenue
Code (the "Code"). The ultimate effect of federal income taxes on the
Certificate Value, on annuity payments, and on the economic benefit to the
Certificate Owner, Annuitant or Designated Beneficiary depends on the type
of retirement plan for which you purchase the Certificate and upon the tax
and employment status of the individual concerned.

Taxation of Annuities in General

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

Surrenders, Assignments and Gifts. If you fully surrender your Certificate,
the portion of the payment that exceeds your cost basis in the Certificate
is subject to tax as ordinary income. For Non-Qualified Certificates, the
cost basis is generally the amount of the purchase payments made for the
Certificate. For Qualified Certificates, the cost basis is generally zero
and the taxable portion of the surrender payment is generally taxed as
ordinary income subject to special 5-year income averaging for lump-sum
distributions received before January 1, 2000. A Designated Beneficiary
receiving a lump sum surrender benefit after your death or the death of the
Annuitant is taxed on the portion of the amount that exceeds your cost
basis in the Certificate. If the Designated Beneficiary elects to receive
annuity payments within 60 days of the decedent's death, different tax
rules apply. See "Annuity Payments" below. For Non-Qualified Certificates,
the tax treatment applicable to Designated Beneficiaries may be contrasted
with the income-tax-free treatment applicable to persons inheriting and
then selling mutual fund shares with a date-of-death value in excess of
their basis.

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

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

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

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

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

Penalty Tax. Payments received by you, Annuitants, and Designated
Beneficiaries under Certificates may be subject to both ordinary income
taxes and a penalty tax equal to 10% of the amount received that is
includable in income. The penalty tax is not imposed on the following
amounts received:

     o  after the taxpayer attains age 59-1/2;
     o  in a series of substantially equal payments made for life or life
        expectancy;
     o  after the death of the Certificate Owner (or, where the
        Certificate Owner is not a human being, after the death of the
        Annuitant);
     o  if the taxpayer becomes totally and permanently disabled; or
     o  under a Non-Qualified Certificate's annuity payment option that
        provides for a series of substantially equal payments; provided
        only that one purchase payment is made to the Certificate, that
        the Certificate is not issued as a result of a Section 1035
        exchange, and that the first annuity payment begins in the first
        Certificate Year.

Income Tax Withholding. We are required to withhold federal income taxes on
taxable amounts paid under Certificates unless the recipient elects not to
have withholding apply. We will notify recipients of their right to elect
not to have withholding apply. 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. You may purchase a Non-Qualified Certificate with
proceeds from the surrender of an existing annuity contract. Such a
transaction may qualify as a tax-free exchange pursuant to Section 1035 of
the Code. It is our understanding that in such an event:

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

     o  purchase payments made between August 14, 1982 and January 18, 1985
        and the income allocable to them will, following an exchange, no
        longer be covered by a "grandfathered" exception to the penalty tax
        for a distribution of income that is allocable to an investment
        made over ten years prior to the distribution; and

     o  purchase payments made before August 14, 1982 and the income
        allocable to them will, following an exchange, continue to receive
        the following "grandfathered" tax treatment under prior law:
        (i)   the penalty tax does not apply to any distribution;
        (ii)  partial withdrawals are treated first as a non-taxable
              return of principal and then a taxable return of income; and
        (iii) assignments are not treated as surrenders subject to
              taxation. We base our understanding of the above
              principally on legislative reports prepared by the Staff
              of the Congressional Joint Committee on Taxation.

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

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

Qualified Plans

The Certificate is 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, we do not attempt 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 with them. Purchasers of the Certificate
should seek competent advice concerning the terms and conditions of the
particular Qualified Plan and use of the Certificate with that Plan.

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:

     o  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

     o  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.

If you have requested a distribution from a Certificate, we will notify you
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 unless you direct us in writing 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 to contribute, and on the time
when distributions may commence. In addition, distributions from certain
types of Qualified Plans may be placed on a tax-deferred basis into a
Section 408(b) Individual Retirement Annuity.

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 our view of present applicable law, we will vote the
shares of the Eligible Funds held in the Variable Account at regular and
special meetings of the shareholders of the Eligible Funds in accordance
with instructions received from persons having the voting interest in the
Variable Account. We will vote shares for which we have not received
instructions in the same proportion as we vote shares for which we have
received instructions.

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

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

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

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

                         SALES OF THE CERTIFICATES

Keyport Financial Services Corp. ("KFSC"), our affiliate, serves as the
principal underwriter for the Certificate described in this prospectus.
Salespersons who represent us as variable annuity agents will sell the
Certificates. Such salespersons are also registered representatives of
broker/dealers who have entered into distribution agreements with KFSC.
KFSC is registered under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers, Inc. It is
located at 125 High Street, Boston, Massachusetts 02110.

A dealer selling the Certificate may receive up to 6.00% of purchase
payments, and additional compensation later based on the Certificate Value
of those payments. The percentage may increase to 7.00% during certain time
periods Keyport Benefit and KFSC select.

We may sell Certificates with lower or no dealer compensation (1) to a
person who is as officer, director, or employee of an affiliate of ours, a
trustee or officer of an Eligible Fund, an employee of an investment
adviser or sub-investment adviser of an Eligible Fund, or an employee or
associated person of an entity which has entered in a sales agreement with
KFSC 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
distribution charge or the contingent deferred sales charge and (2) they
have a mortality and expense risk charge of 0.35% per year.

We may sell Certificates with lower or no dealer compensation as part of an
exchange program for other fixed ("Old FA") and variable ("Old VA") annuity
contracts we previously issued. A Certificate issued in exchange for an Old
VA will be issued with an exchange endorsement. One effect of the
endorsement is that we will not assess a contingent deferred sales charge
under the Old VA at the time of the exchange.  We will calculate any
contingent deferred sales charge assessed under the Certificate in relation
to the initial purchase payment (i.e., the amount exchanged) based on the
actual time of each purchase payment under the Old VA. The endorsement also
provides that we will not refund the amount described in "Right to Revoke"
if the Certificate is returned. Instead, we will return the Old VA to the
owner and treat it as if no exchange had occurred.

Additionally, under such an exchange program, we may offer to 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 you select. We will deduct the interest from the
Certificate Value payable in the event you return the Certificate  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. We are engaged in various kinds of
routine litigation which, in our judgment, is not of material importance in
relation to our total capital and surplus.

                      INQUIRIES BY CERTIFICATE OWNERS

You may write us with questions about your Certificate to Keyport Benefit
Life Insurance Company, 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
   
  Average Annual Total Return for a Certificate
    that is Surrendered                                        5
  Change in Accumulation Unit Value                            7
  Yields for Stein Roe Money Market Sub-account                9
Financial Statements                                           10
  Variable Account A                                           11
  Keyport Benefit Life Insurance Company                       37
    

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

Fixed Account Values are subject to a market value adjustment. The
adjustment may result in an increase or decrease in amounts transferred and
amounts paid to you or other payees (including withdrawals, surrenders,
death benefits, and amounts applied to purchase annuity payments). However,
a market value adjustment will not reduce the interest rate applied to
amounts you allocate to a Guarantee Period to less than 3% per year.
Payments made from Fixed Account Values at the end of a guarantee period
are not subject to the market value adjustment.

Any purchase payments you allocate to the Fixed Account option become part
of our general account. Because of provisions in the securities laws, our
general account including the Fixed Account, are not subject to regulation
under the Securities Act of 1933 or the Investment Company Act of 1940. 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

We will allocate purchase payments to the Fixed Account according to your
selection in the application. Your selection must specify the percentage of
the purchase payment you want to allocate to each Guarantee Period. The
percentage, if not zero, must be at least 5%. You may change the allocation
percentages without any charges. You must make allocation changes in
writing unless you have, in writing, authorized us to accept telephone
allocation instructions. By authorizing us to accept telephone changes, you
are agreeing to the conditions and procedures we establish from time to
time. The current conditions and procedures are in Appendix B. We will
notify you in advance of any changes.

Each Guarantee Period currently offered is available for initial and
subsequent purchase payments and for transfers of Certificate Value. We
currently offer Guarantee Periods of 1, 3, 5, and 7 years. We may change at
any time the number and/or length of Guarantee Periods we offer. If we no
longer offer a particular Guarantee Period, the existing Fixed Account
Value in that Guarantee Period will remain until the end of the period. At
that time, you must select a different Guarantee Period.

Capital Protection Plus

We offer a capital protection plus program. Under this program, we allocate
part of your purchase payment to the Guarantee Period you select.
Currently, you may select the 7-year Guarantee Period. Based on the length
of the period and the period's interest rate, we determine how much of your
purchase payment must be allocated to the Guarantee Period so that, at the
end of the Guarantee Period, the allocated amount plus interest will be
equal to your total purchase payment. We will allocate the rest of your
purchase payment to the Sub-account(s) of the Variable Account based on
your allocation instructions. If you surrender or transfer any part of the
Fixed Account Value before the end of the guarantee period, the value at
the end of that period will not equal your original purchase payment
amount.

For example, assume you choose the 7-year Guarantee Period and we receive
your purchase payment of $10,000 when the interest rate for the Guarantee
Period is 6.75% per year. We will allocate $6,331 to that Guarantee Period,
because $6,331 will increase at that interest rate to $10,000 after seven
years. The remaining $3,669 of the payment will be allocated to the Sub-
account(s) you selected.

Fixed Account Value

Fixed Account Value is equal to:

     (a) all purchase payments allocated or amounts transferred to the
         Fixed Account plus the interest credited on those payments or
         amounts transferred; less

     (b) any prior partial withdrawals or transfers from the Fixed Account,
         including any applicable charges.

Interest Credits

We credit interest daily. The interest we credit is based on an annual
compound interest rate. It is credited to purchase payments allocated to
the Fixed Account at rates we declare for Guarantee Periods of one or more
years from the month and day of allocation. Any rate we set will be at
least 3% per year.

Our interest crediting method may result in each of your Guarantee Periods
being subject to different rates. For purposes of this section, we treat
Variable Account Value transferred to the Fixed Account and Fixed Account
Value renewed for or transferred to another Guarantee Period as a purchase
payment allocation.

Application of Market Value Adjustment

No market value adjustment applies to Guarantee Periods of fewer than three
years.

A market value adjustment applies to any Fixed Account Value surrendered,
withdrawn, transferred, or applied to an Annuity Option from a Guarantee
Period of three years or more, unless:

     (a) the transaction occurs at the end of the Guarantee Period, or

     (b) the Certificate is surrendered within 90 days for the Death
         Benefit after the death of a Covered Person.

We apply the market value adjustment before we deduct any applicable
surrender charges or taxes.

If a market value adjustment applies to a surrender or the application to
an Annuity Option, we will add or deduct any positive or negative market
value adjustment amount, respectively, to your Certificate Value.

If a market value adjustment applies to either a partial withdrawal or a
transfer, we will add or deduct any positive or negative market value
adjustment, respectively, to, the partial withdrawal or transfer amount
after we have deducted the requested withdrawal or transfer amount from the
Fixed Account Value. This means that the net amount may be more or less
than the amount requested.

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. Any negative adjustment may be
limited in amount (see "Market Value Adjustment Factor" below).

Generally, if the treasury rate (see "Treasury Rates" below) for your
Guarantee Period is lower than the treasury rate for a new Guarantee Period
with a length equal to the time remaining in your Guarantee Period, the
market value adjustment will result in a reduction of the amount
surrendered, withdrawn, transferred, or applied to an Annuity Option.

On the other hand, if the treasury rate for your Guarantee Period is higher
than the treasury rate for a new Guarantee Period with a length equal to
the time remaining in your Guarantee Period, then the market value
adjustment will result in an increase in the amount surrendered, withdrawn,
transferred, or applied to an Annuity Option.

Market Value Adjustment Factor

We compute the market value adjustment for each of your Guarantee Periods
by multiplying the applicable amount surrendered, withdrawn, transferred,
or applied to an Annuity Option, by the market value adjustment factor. The
market value adjustment factor is calculated as the larger of formulas (a)
and (b):

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

where:

"a" is the treasury rate for the initial number of years in your Guarantee
Period;

"b" is the treasury rate for a period equal to the time remaining (rounded
up to the next whole number of 12-month periods) to the expiration of your
Guarantee Period; and

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

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

where:

"i" is the guaranteed interest rate for your Guarantee Period;

"y" is the number of complete 12-month periods that have elapsed in your
guarantee period;

"d" is the number of calendar days since the end of the last complete 12-
month period in your Guarantee Period or, if "y" is zero, the number of
calendar days since the start of your Guarantee Period; and

"#" is the number of calendar days in the current 12-month period of your
Guarantee Period, which is generally 365 days.

As stated above, the formula (b) amount will apply only if it is greater
than the formula (a) amount. This will occur only when the formula (a)
amount is negative and the formula (b) amount is a smaller negative number.
Under these conditions, formula a's full (normal) negative market value
adjustment will be limited to the extent that adjustment would decrease
your Guarantee Period's Fixed Account Value below the following amount:

   (i)   the amount allocated to your Guarantee Period; less
   (ii)  any prior systematic or partial withdrawal amounts and amounts
         transferred; less
   (iii) interest on the above items (i) and (ii) 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 (a) above. Weekly series are published at the beginning of the
following week. The Determination Dates are the last business day before
the first and fifteenth of each calendar month.

To determine the "a" treasury rate, we use the weekly series first
published on or after the most recent Determination Date that occurs on or
before the Start Date for the Guarantee Period. If the Start Date is the
same as the Determination Date or the date of publication, or any date in
between, we instead use the weekly series first published after the prior
Determination Date. To determine the "b" treasury rate, we use 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. If the calculation date is the same as the Determination Date
or the date of publication, or any date in between, we will instead use the
weekly series first published after the prior Determination Date.

If the number of years and or 12-month periods specified in "a" or "b" is
not equal to a maturity in the Treasury Constant Maturity Series, we
determine the treasury rate by straight line interpolation between the
interest rates of the next highest and next lowest maturities.

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

End of A Guarantee Period

We will notify you in writing at least 30 days prior to the end of each of
your Guarantee Periods. At the end of your Guarantee Period, we will
automatically transfer your Guarantee Period's Fixed Account Value to the
Stein Roe Money Market Sub-account unless we have received:

     (a) your election of a new Guarantee Period from among those we offer
         at that time; or

     (b) your instructions to transfer the ending Fixed Account Value to
         one or more Sub-accounts of the Variable Account.

You may not elect a new Guarantee Period longer than the number of years
remaining until the Income Date

Transfers of Fixed Account Value

You may transfer Fixed Account Value from one of your Guarantee Periods 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, your transfer request must specify
from which values you want the transfer made.

The Certificate allows us to limit the number of transfers you may make in
a specified time period. Currently, we generally limit Variable Account and
Fixed Account transfers to unlimited transfers per calendar year with a
$500,000 per transfer dollar limit. See "Transfer of Variable Account
Value" and "Limits on Transfers". These limitations will not apply to any
transfer made at the end of a Guarantee Period. We will notify you prior to
changing the current limitations.

You must request transfers in writing unless you have authorized us in
writing to accept telephone transfer instructions from you or from a person
acting on your behalf as an attorney-in-fact under a power of attorney. By
authorizing us to accept telephone transfer instructions, you agree to the
conditions and procedures we establish from time to time. The current
conditions and procedures are in Appendix B. If you have authorized
telephone transfers, you will be notified in advance of any changes. A
person acting on your behalf as an attorney-in-fact under a power of
attorney may request transfers in writing.

If we receive your transfer requests before 4:00 PM Eastern Time, which is
the close of trading on the New York Stock Exchange, we will execute them
at the close of business that day. Any requests we receive later, we will
execute at the close of the next business day.

If you transfer 100% of a Guarantee Period's value and your current
allocation for purchase payments includes that Guarantee Period, we will
automatically change the allocation formula for future purchase payments
unless you instruct otherwise. For example, if the allocation formula is
50% to the one-year Guarantee Period and 50% to Sub-account A and you
transfer all Fixed Account Value to Sub-account A, we will change the
allocation formula to 100% to Sub-account A.
    


<PAGE>

                                APPENDIX B

                          TELEPHONE INSTRUCTIONS

Telephone Transfers of Certificate Values
   

1. If there are Joint Certificate Owners, both must authorize us to accept
telephone instructions but either Certificate Owner may give us telephone
instructions.

2. All callers must identify themselves. We reserve the right to refuse to
act upon any telephone instructions in cases where the caller has not
sufficiently identified himself/herself to our satisfaction.

3. Neither we nor any person acting on our behalf shall be subject to any
claim, loss, liability, cost or expense if we or such person acted in good
faith upon a telephone instruction, including one that is unauthorized or
fraudulent. However, we will employ reasonable procedures to confirm that a
telephone instruction is genuine and, if we do not, we may be liable for
losses due to an unauthorized or fraudulent instruction. You thus bear the
risk that an unauthorized or fraudulent instruction we execute may cause
your Certificate Value to be lower than it would be had we not executed the
instruction.

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

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

6. Telephone authorization shall continue in force until:

     o  we receive your written revocation,
     o  we discontinue the privilege, or
     o  we receive written evidence that you have entered into a market
        timing or asset allocation agreement with an investment adviser
        or with a broker/dealer.

7. If we receive telephone transfer instructions at 800-367-3653 before the
4:00 P.M. Eastern Time close of trading on the New York Stock Exchange,
they will be initiated that day based on the unit value prices calculated
at the close of that day. We will initiate instructions we receive after
the close of trading on the NYSE on the following business day.

8. Once we accept instructions, they may not be canceled.

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

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

Telephone Changes to Purchase Payment Allocation Percentages

Numbers 1-6 above are applicable.

<PAGE>
Distributed by:
Keyport Financial Services Corp.
125 High Street, Boston, MA 02110-2712



Issued by:
Keyport Benefit Life Insurance Company
125 High Street, Boston, MA 02110-2712

   

K.A.VAP 5/99
    

Yes. I would like to receive the New York Keyport 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
Liberty Variable Investment Trust
SteinRoe Variable Investment Trust
Alliance Variable Products Series Fund, Inc.
MFS Variable Insurance Trust
Name
Address
City
State
Zip
<PAGE>

                            BUSINESS REPLY MAIL
                                     
                FIRST CLASS MAIL PERMIT NO. 6719 BOSTON, MA
                                     
                     POSTAGE WILL BE PAID BY ADDRESSEE
                                     
                    KEYPORT BENEFIT LIFE INSURANCE CO.
                              125 HIGH STREET
                           BOSTON, MA 02110-2712
                                     
                                NO POSTAGE
                                 NECESSARY
                                 IF MAILED
                                  IN THE
                               UNITED STATES

<PAGE>




                                  PART B


<PAGE>
                    STATEMENT OF ADDITIONAL INFORMATION
                                     
                      GROUP FLEXIBLE PURCHASE PAYMENT
                    DEFERRED VARIABLE ANNUITY CONTRACT
                                 ISSUED BY
                            VARIABLE ACCOUNT 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 New York  Keyport
Advisor  variable  annuity  prospectus  dated  May  3,  1999.  The  SAI  is
incorporated by reference into the prospectus. The prospectus is available,
at  no  charge, by writing Keyport 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
   
  Average Annual Total Return for a Certificate that is Surrendered.....5
  Change in Accumulation Unit Value.....................................7
  Yields for Stein Roe Money Market Sub-Account.........................9
Financial Statements....................................................10
  Variable Account A....................................................11
  Keyport Benefit Life Insurance Company................................37


   The date of this statement of additional information is May 3, 1999.
                                     
KBKA599.SAI
    

<PAGE>
                  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,  1998, owned, indirectly, approximately  72%  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 11 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,  1998  and  1997,  and  for the years then  ended,  and  the  financial
statements of Keyport Benefit Life Insurance Company-Variable Account A  at
December 31, 1998 and for the period from February 6, 1998 (commencement of
operations) to December 31, 1998, 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.
   

Average Annual Total Return for a Certificate that is Surrendered

The tables below provide performance results for each Sub-Account through
December 31, 1998. The results shown in this section are not an estimate or
guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Certificate Owner.

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

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

                                      Average Annual Total Return for a
                                     Certificate Surrendered on 12/31/98
                                    Hypothetical $1,000 Purchase Payment*

                                       Length of Investment Period

                                One   Three  Five   Ten   Since Sub-Account
Sub-Account                     Year  Years  Years  Years Inception Shown**
Alger Growth                    N/A    N/A    N/A   N/A    8.65%(07/22/98)
Alger Small Cap                 N/A    N/A    N/A   N/A   -0.91 (07/22/98)
Alliance Global Bond            N/A    N/A    N/A   N/A    9.72 (07/22/98)
Alliance Premier Growth         N/A    N/A    N/A   N/A    7.64 (07/22/98)
Colonial Growth and Income      N/A    N/A    N/A   N/A   -1.32 (07/22/98)
Colonial Int'l Fund for Growth  N/A    N/A    N/A   N/A   -7.91 (07/22/98)
Colonial Strategic Income       N/A    N/A    N/A   N/A    0.68 (07/22/98)
Colonial U. S. Stock            N/A    N/A    N/A   N/A    1.68 (07/22/98)
Liberty All-Star Equity         N/A    N/A    N/A   N/A    1.25 (07/22/98)
Newport Tiger                   N/A    N/A    N/A   N/A   29.28 (07/22/98)
Stein Roe Global Utilities      N/A    N/A    N/A   N/A    1.36 (07/22/98)
MFS Emerging Growth             N/A    N/A    N/A   N/A    7.55 (07/22/98)
MFS Research                    N/A    N/A    N/A   N/A    0.92 (07/22/98)
Stein Roe Balanced              N/A    N/A    N/A   N/A    2.37 (07/22/98)
Stein Roe Growth Stock          N/A    N/A    N/A   N/A    2.83 (07/22/98)
Stein Roe Mortgage Securities   N/A    N/A    N/A   N/A    2.23 (07/22/98)
Stein Roe Special Venture       N/A    N/A    N/A   N/A  -13.12 (07/22/98)

* Fund expenses in excess of defined amounts were reimbursed during one or
more calendar years for all Funds except Colonial Int'l Fund for Growth,
Newport Tiger and Stein Roe Balanced. Without this expense reimbursement
any return percentages shown that include these calendar years would be
lower. See footnote 2 on page 7 of the prospectus for any expense
reimbursement percentages currently applicable to the Funds.

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

<PAGE>
                                       Average Annual Total Return for a
                                     Certificate Surrendered on 12/31/98
                                    Hypothetical $1,000 Purchase Payment*

                                       Length of Investment Period

                                One   Three  Five   Ten      Since Fund
Sub-Account                     Year  Years  Years  Years  Inception Shown
Alger Growth                   39.03% 25.66% 22.01% N/A   20.33%(1/9/89)
Alger Small Cap                 6.93   7.86  11.43 18.27  17.30 (9/21/88)
Alliance Global Bond            5.54   4.17   5.81  N/A    7.23 (7/15/91)
Alliance Premier Growth        38.93  31.83  25.93  N/A   23.66 (6/26/92)
Colonial Growth and Income      2.60  16.46  15.03  N/A   14.46 (7/1/93)
Colonial Int'l Fund for Growth  4.40   2.18   N/A   N/A    0.98 (5/3/94)
Colonial Strategic Income      -2.44   5.63   N/A   N/A    7.68 (7/13/94)
Colonial U. S. Stock           11.49  22.01   N/A   N/A   21.91 (7/5/94)
Liberty All-Star Equity        10.03   N/A    N/A   N/A    9.29 (11/15/97)
Newport Tiger                 -14.19 -12.94   N/A   N/A   -7.38 (5/1/95)
Stein Roe Global Utilities      9.70  14.89  12.67  N/A   10.97 (7/1/93)
MFS Emerging Growth            25.31  21.55   N/A   N/A   24.14 (7/24/95)
MFS Research                   14.68  19.31   N/A   N/A   20.05 (7/26/95)
Stein Roe Balanced              3.99  12.34  11.23  N/A   11.37 (1/1/89)
Stein Roe Growth Stock         19.14  24.46  19.62  N/A   17.29 (1/1/89)
Stein Roe Mortgage Securities  -1.68   4.14   4.99  N/A    6.73 (1/1/89)
Stein Roe Special Venture     -24.16   1.49   3.26  N/A   10.96 (1/1/89)

* Fund expenses in excess of defined amounts were reimbursed during one or
more calendar years for all Funds except Colonial Int'l Fund for Growth,
Newport Tiger and Stein Roe Balanced. Without this expense reimbursement
any return percentages shown that include these calendar years would be
lower. See footnote 2 on page 7 of the prospectus any expense reimbursement
percentages currently applicable to the Funds.

     Change in Accumulation Unit Value

The following performance information illustrates the average annual change
and the actual annual change in Accumulation Unit values for each Sub-
Account and is computed differently than the standardized average annual
total return information. Performance information for periods prior to the
inception date of the Contract's Sub-Accounts assumes the Certificates were
available prior to that date on the Funds' inception date.

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

<PAGE>
                           Average Annual Change    Average Annual Change
                            In Accumulation Unit  in Accumulation Unit Value
                              Value From Fund       over the period shown
                              Inception Shown          through 12/31/98
Sub-Account                  through 12/31/98**     Three Years   Five Years
Alger Growth                   20.33% (1/9/89)    26.50%    22.19%    N/A
Alger Small Cap                17.30% (9/20/88)    8.99%    11.69%   18.27%
Alliance Global Bond            7.23% (7/15/91)    5.38%     6.13%    N/A
Alliance Premier Growth        23.71% (6/26/92)   32.59%    26.09%    N/A
Colonial Growth and Income     14.66% (7/1/93)    17.43%    15.26%    N/A
Colonial Int'l Fund for Growth  1.59% (5/3/94)     3.44%     N/A      N/A
Colonial Strategic Income       8.19% (7/5/94)     6.81%     N/A      N/A
Colonial U. S. Stock           22.24% (7/5/94)    22.90%     N/A      N/A
Liberty All-Star Equity        15.59% (11/15/97)    N/A      N/A      N/A
Newport Tiger                  -6.34% (5/1/95)   -11.75%     N/A      N/A
Stein Roe Global Utilities     11.20% (7/1/93)    15.98%    12.92%    N/A
MFS Emerging Growth            24.82% (7/24/95)   22.44%     N/A      N/A
MFS Research                   20.79% (7/26/95)   20.24%     N/A      N/A
Stein Roe Balanced             11.37% (1/1/89)    13.39%    11.49%    N/A
Stein Roe Growth Stock         17.29% (1/1/89)    25.31%    19.81%    N/A
Stein Roe Mortgage Securities   6.73% (1/1/89)     5.35%     5.32%    N/A
Stein Roe Special Venture      10.96% (1/1/89)     2.77%     3.61%    N/A

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

<PAGE>

                                12-Month Period Change in Accumulation
                                                Unit Value**
Sub-Account                          1995      1996       1997      1998
Alger Growth                         34.49%    11.77%     24.01%    46.03%
Alger Small Cap                      42.32%     2.73%     10.62%    13.93%
Alliance Global Bond                 23.02%     4.72%     -0.72%    12.54%
Alliance Premier Growth              42.85%    21.00%     32.01%    45.93%
Colonial Growth and Income           28.34%    16.16%     27.19%     9.60%
Colonial Int'l Fund for Growth        4.39%     3.62%     -4.12%    11.40%
Colonial Strategic Income            16.67%     8.20%      7.70%     4.56%
Colonial U. S. Stock                 27.91%    20.14%     30.41%    18.49%
Liberty All-Star Equity                N/A       N/A       0.63%*   17.03%
Newport Tiger                        14.46%*    9.69%    -32.09%    -7.73%
Stein Roe Global Utilities           33.30%     5.04%     26.98%    16.70%
MFS Emerging Growth                  16.70%*   15.40%     20.22%    32.31%
MFS Research                          9.97%*   20.46%     18.60%    21.68%
Stein Roe Balanced                   23.75%    14.01%     15.21%    10.99%
Stein Roe Growth Stock               35.84%    19.59%     30.45%    26.14%
Stein Roe Mortgage Securities        14.14%     3.25%      7.54%     5.32%
Stein Roe Special Venture            10.21%    25.18%      6.32%   -18.45%

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

** Fund expenses in excess of defined amounts were reimbursed during one or
more calendar years for all Funds except Colonial Int'l Fund for Growth,
Newport Tiger and Stein Roe Balanced. Without this expense reimbursement
any return percentages shown that include these calendar years would be
lower. See footnote 2 on page 7 of the prospectus for any expense
reimbursement percentages currently applicable to the Funds.
    

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.
   

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

                           FINANCIAL STATEMENTS
   

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

<PAGE>


                      Report of Independent Auditors


To the Board of Directors of Keyport Benefit Life Insurance Company
  and Contract Owners of Variable Account A


We  have  audited the accompanying statement of assets and  liabilities  of
Keyport  Benefit Life Insurance Company - Variable Account A as of December
31, 1998, and the related statement of operations and changes in net assets
for  the  period  from  February 6, 1998 (commencement  of  operations)  to
December  31,  1998.  These financial statements are the responsibility  of
Keyport Benefit Life Insurance Company's management.  Our responsibility is
to express an opinion on these financial statements based on our audit.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An audit includes examining, on a test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial statement presentation.  We believe that  our  audit
provides a reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Keyport Benefit  Life
Insurance Company - Variable Account A at December 31, 1998 and the results
of its operations and changes in net assets for the period from February 6,
1998  (commencement of operations) to December 31, 1998, in conformity with
generally accepted accounting principles.




Boston, Massachusetts                        /s/Ernst & Young LLP
March 12, 1999


<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
                    Statement of Assets and Liabilities
                             December 31, 1998

Assets
 Investments at market value:
   AIM
    AIM Capital Appreciation Fund - 82 shares (cost $1,915)   $     2,074
    AIM Growth Fund - 75 shares (cost $1,516)                       1,853
    AIM International Equity Fund - 428 shares (cost $7,553)        8,395

   Alger American Fund
    Alger American Growth Portfolio - 13,408 shares
        (cost $607,309)                                           713,559
    Alger American Small Capitalization Portfolio -
        4,485 shares (cost $171,201)                              197,187

   Alliance Variable Products Series Fund, Inc.
    Alliance Global Bond Portfolio - 35,273 shares
        (cost $435,293)                                           438,090
    Alliance Premier Growth Portfolio - 47,599 shares
        (cost $1,265,854)                                       1,476,990
    Alliance Growth and Income Portfolio - 362 shares
        (cost $6,737)                                               7,901
    Alliance Real Estate Portfolio - 811 shares (cost $7,913)       7,936

   MFS Variable Insurance Trust
    MFS Bond Series - 20,398 shares (cost $229,492)               232,130
    MFS Emerging Growth Series - 17,263 shares
        (cost $298,807)                                           370,627
    MFS Research Series - 31,630 shares (cost $538,284)           602,548

   SteinRoe Variable Investment Trust
    SteinRoe Money Market Fund - 2,003,931 shares
        (cost $2,003,931)                                       2,003,931
    SteinRoe Special Venture Fund - 4,823 shares
        (cost $59,586)                                             65,689
    SteinRoe Balanced Fund - 67,022 shares
        (cost $1,083,481)                                       1,148,761
    SteinRoe Mortgage Securities Fund - 99,585 shares
        (cost $1,066,290)                                       1,074,528
    SteinRoe Growth Stock Fund - 14,449 shares
        (cost $561,924)                                           628,951

   Liberty Variable Investment Trust
    Colonial Growth and Income Fund - 92,525 shares
        (cost $1,447,575)                                       1,516,483
    SteinRoe Global Utilities Fund - 31,029 shares
        (cost $401,244)                                           426,962
    Colonial International Fund for Growth - 136,709
        shares (cost $253,230)                                    273,417
    Colonial Strategic Income Fund - 199,726 shares
        (cost $2,304,666)                                       2,212,965
    Colonial U.S. Stock Fund - 65,909 shares
        (cost $1,158,834)                                       1,238,429
    Newport Tiger Fund - 35,644 shares (cost $54,825)              55,961
    Colonial High Yield Securities Fund - 5,913 shares
        (cost $56,905)                                             55,052
    Colonial Small Cap Value Fund - 183 shares
        (cost $1,287)                                               1,575
    Liberty All-Star Equity Fund - 44,833 shares
        (cost $488,585)                                           533,514

         Total assets                                          15,295,508

Liabilities
 Due to Keyport Benefit Life Insurance Company (Note 2)           (51,747)

         Net assets                                           $15,243,761

Net Assets
 Variable annuity contracts (Note 5)                          $14,405,259
 Annuity reserves (Note 2)                                        838,502

         Net assets                                           $15,243,761

                          See accompanying notes.
                                     
<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
             Statement of Operations and Changes in Net Assets
      For the Period February 6, 1998 (commencement of operations) to
                             December 31, 1998


                                         AIM Capital            AIM
                                      Appreciation Fund     Growth Fund
                                            1998                1998
Income
  Dividends                             $       55         $         108
 Expenses (Note 3)
  Mortality and expense risk
    and administrative charges                   2                     5
 Net investment income (expense)                53                   103
 Realized gain (loss)                           -                     -
 Unrealized appreciation (depreciation)
    during the period                          160                   233
 Net increase (decrease) in net assets
    from operations                            213                   336

 Purchase payments from contract owners      1,895                 1,250
 Transfers between accounts                    (34)                  267
 Contract terminations and annuity payouts      -                     -
 Other transfers to Keyport Benefit
     Life Insurance Company                     -                     -
 Net increase in net assets
     from contract transactions              1,861                 1,517

 Net assets at beginning of period              -                     -

 Net assets at end of period            $    2,074         $       1,853

                          See accompanying notes.

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
             Statement of Operations and Changes in Net Assets
      For the Period February 6, 1998 (commencement of operations) to
                             December 31, 1998


                                     AIM International     Alger American
                                       Equity Fund        Growth Portfolio
                                          1998                  1998
Income
  Dividends                              $       66         $          -
 Expenses (Note 3)
  Mortality and expense risk
    and administrative charges                   23                 1,303
 Net investment income (expense)                 43                (1,303)
 Realized gain (loss)                            -                    227
 Unrealized appreciation (depreciation)
    during the period                           946               106,250
 Net increase (decrease) in net assets
    from operations                             989               105,174

 Purchase payments from contract owners       7,500               548,549
 Transfers between accounts                     (94)               65,745
 Contract terminations and annuity payouts       -                 (5,909)
 Other transfers to Keyport Benefit
     Life Insurance Company                      -                     -
 Net increase in net assets
    from contract transactions                7,406               608,385

 Net assets at beginning of period               -                     -

 Net assets at end of period            $     8,395         $     713,559

                          See accompanying notes.

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
             Statement of Operations and Changes in Net Assets
      For the Period February 6, 1998 (commencement of operations) to
                             December 31, 1998


                                    Alger American Small   Alliance Global
                                 Capitalization Portfolio  Bond Portfolio
                                           1998                 1998
Income
   Dividends                            $        -          $          -
 Expenses (Note 3)
   Mortality and expense risk
    and administrative charges                  287                   821
 Net investment income (expense)               (287)                 (821)
 Realized gain (loss)                            30                  (107)
 Unrealized appreciation (depreciation)
    during the period                        25,986                 2,797
 Net increase (decrease) in net assets
    from operations                          25,729                 1,869

 Purchase payments from contract owners     139,884               465,440
 Transfers between accounts                  34,175                (5,389)
 Contract terminations and annuity payouts   (2,601)              (23,830)
 Other transfers to Keyport Benefit
    Life Insurance Company                       -                     -
 Net increase in net assets
    from contract transactions              171,458               436,221

 Net assets at beginning of period               -                     -

 Net assets at end of period            $   197,187        $      438,090

                          See accompanying notes.

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
             Statement of Operations and Changes in Net Assets
      For the Period February 6, 1998 (commencement of operations) to
                             December 31, 1998


                                     Alliance Premier  Alliance Growth and
                                     Growth Portfolio   Income Portfolio
                                          1998               1998
Income
   Dividends                            $         -        $          -
 Expenses (Note 3)
    Mortality and expense risk
      and administrative charges               2,625                  17
 Net investment income (expense)              (2,625)                (17)
 Realized gain (loss)                             10                   1
 Unrealized appreciation (depreciation)
    during the period                        211,136               1,164
 Net increase (decrease) in net assets
    from operations                          208,521               1,148

 Purchase payments from contract owners    1,176,221               6,250
 Transfers between accounts                  119,457                 503
 Contract terminations and annuity payouts   (27,209)                 -
 Other transfers to Keyport Benefit
    Life Insurance Company                        -                   -
 Net increase in net assets
    from contract transactions             1,268,469               6,753

 Net assets at beginning of period                -                   -

 Net assets at end of period            $  1,476,990       $       7,901

                          See accompanying notes.

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
             Statement of Operations and Changes in Net Assets
      For the Period February 6, 1998 (commencement of operations) to
                             December 31, 1998


                                       Alliance Real            MFS
                                     Estate Portfolio       Bond Series
                                           1998                 1998
Income
   Dividends                            $        -         $          -
 Expenses (Note 3)
    Mortality and expense risk
      and administrative charges                  9                  370
 Net investment income (expense)                 (9)                (370)
 Realized gain (loss)                             4                  127
 Unrealized appreciation (depreciation)
    during the period                            22                2,638
 Net increase (decrease) in net assets
    from operations                              17                2,395

 Purchase payments from contract owners       7,539              191,934
 Transfers between accounts                     380               38,419
 Contract terminations and annuity payouts       -                  (618)
 Other transfers to Keyport Benefit
    Life Insurance Company                       -                    -
 Net increase in net assets
    from contract transactions                7,919              229,735

 Net assets at beginning of period               -                    -

 Net assets at end of period           $      7,936        $     232,130

                          See accompanying notes.

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
             Statement of Operations and Changes in Net Assets
      For the Period February 6, 1998 (commencement of operations) to
                             December 31, 1998


                                         MFS Emerging         MFS
                                        Growth Series    Research Series
                                             1998             1998
Income
   Dividends                            $       -          $         -
 Expenses (Note 3)
   Mortality and expense risk
     and administrative charges                806                1,071
 Net investment income (expense)              (806)              (1,071)
 Realized gain (loss)                           96                  300
 Unrealized appreciation (depreciation)
     during the period                      71,819               64,264
 Net increase (decrease) in net assets
     from operations                        71,109               63,493

 Purchase payments from contract owners    293,402              515,692
 Transfers between accounts                 10,924               53,653
 Contract terminations and annuity payouts  (4,808)             (30,290)
 Other transfers to Keyport Benefit
     Life Insurance Company                     -                    -
 Net increase in net assets
    from contract transactions             299,518              539,055

 Net assets at beginning of period              -                    -

 Net assets at end of period            $  370,627         $    602,548

                          See accompanying notes.

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
             Statement of Operations and Changes in Net Assets
      For the Period February 6, 1998 (commencement of operations) to
                             December 31, 1998


                                      SteinRoe Money    SteinRoe Special
                                        Market Fund       Venture Fund
                                           1998               1998
Income
   Dividends                            $    264,105       $        -
 Expenses (Note 3)
   Mortality and expense risk
    and administrative charges                 3,248               151
 Net investment income (expense)             260,857              (151)
 Realized gain (loss)                            133                24
 Unrealized appreciation (depreciation)
    during the period                            603             6,104
 Net increase (decrease) in net assets
    from operations                          261,593             5,977

 Purchase payments from contract owners    2,491,179            60,143
 Transfers between accounts                 (360,032)            1,896
 Contract terminations and annuity payouts  (388,809)           (2,327)
 Other transfers to Keyport Benefit
    Life Insurance Company                   (51,009)               -
 Net increase in net assets
    from contract transactions             1,691,329            59,712

 Net assets at beginning of period                -                 -

 Net assets at end of period            $  1,952,922  $         65,689

                          See accompanying notes.

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
             Statement of Operations and Changes in Net Assets
      For the Period February 6, 1998 (commencement of operations) to
                             December 31, 1998


                                         SteinRoe     SteinRoe Mortgage
                                       Balanced Fund   Securities Fund
                                           1998             1998
Income
  Dividends                             $         -         $         -
 Expenses (Note 3)
  Mortality and expense risk
    and administrative charges                 2,004               2,244
 Net investment income (expense)              (2,004)             (2,244)
 Realized gain (loss)                             10                  77
 Unrealized appreciation (depreciation)
    during the period                         65,281               8,238
 Net increase (decrease) in net assets
    from operations                           63,287               6,071

 Purchase payments from contract owners    1,006,990             955,196
 Transfers between accounts                   82,673             116,105
 Contract terminations and annuity payouts    (4,189)             (2,844)
 Other transfers to Keyport Benefit
    Life Insurance Company                        -                   -
 Net increase in net assets
    from contract transactions             1,085,474           1,068,457

 Net assets at beginning of period                -                   -

 Net assets at end of period            $  1,148,761       $   1,074,528

                          See accompanying notes.

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
             Statement of Operations and Changes in Net Assets
      For the Period February 6, 1998 (commencement of operations) to
                             December 31, 1998


                                      SteinRoe Growth    Colonial Growth
                                        Stock Fund       and Income Fund
                                           1998                1998
Income
  Dividends                             $         -        $        -
 Expenses (Note 3)
  Mortality and expense risk
    and administrative charges                 1,055             2,575
 Net investment income (expense)              (1,055)           (2,575)
 Realized gain (loss)                           (156)              237
 Unrealized appreciation (depreciation)
    during the period                         67,027            68,352
 Net increase (decrease) in net assets
    from operations                           65,816            66,014

 Purchase payments from contract owners      479,178         1,275,389
 Transfers between accounts                   87,855           202,347
 Contract terminations and annuity payouts    (3,898)          (27,267)
 Other transfers to Keyport Benefit
    Life Insurance Company                        -               (556)
 Net increase in net assets
    from contract transactions               563,135         1,449,913

 Net assets at beginning of period                -                 -

 Net assets at end of period            $    628,951       $ 1,515,927

                          See accompanying notes.

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
             Statement of Operations and Changes in Net Assets
      For the Period February 6, 1998 (commencement of operations) to
                             December 31, 1998


                                   SteinRoe Global  Colonial International
                                    Utilities Fund      Fund for Growth
                                         1998                1998
Income
  Dividends                             $        -         $        -
 Expenses (Note 3)
  Mortality and expense risk
    and administrative charges                  669                569
 Net investment income (expense)               (669)              (569)
 Realized gain (loss)                           173                116
 Unrealized appreciation (depreciation)
    during the period                        25,661             20,183
 Net increase (decrease) in net assets
    from operations                          25,165             19,730

 Purchase payments from contract owners     388,031            237,494
 Transfers between accounts                  26,794             23,797
 Contract terminations and annuity payouts  (13,028)            (7,604)
 Other transfers to Keyport Benefit
    Life Insurance Company                      (56)                (5)
 Net increase in net assets
    from contract transactions              401,741            253,682

 Net assets at beginning of period               -                  -

 Net assets at end of period            $   426,906        $   273,412

                          See accompanying notes.

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
             Statement of Operations and Changes in Net Assets
      For the Period February 6, 1998 (commencement of operations) to
                             December 31, 1998


                                     Colonial Strategic    Colonial U.S.
                                         Income Fund        Stock Fund
                                            1998                1998
Income
  Dividends                             $         -        $        -
 Expenses (Note 3)
  Mortality and expense risk
    and administrative charges                 4,337             2,492
 Net investment income (expense)              (4,337)           (2,492)
 Realized gain (loss)                            (48)              360
 Unrealized appreciation (depreciation)
    during the period                        (90,986)           79,488
 Net increase (decrease) in net assets
    from operations                          (95,371)           77,356

 Purchase payments from contract owners    2,223,375         1,108,592
 Transfers between accounts                  257,850           106,120
 Contract terminations and annuity payouts  (172,889)          (53,639)
 Other transfers to Keyport Benefit
    Life Insurance Company                        -               (105)
 Net increase in net assets
    from contract transactions             2,308,336         1,160,968

 Net assets at beginning of period                -                 -

 Net assets at end of period            $  2,212,965       $ 1,238,324

                          See accompanying notes.

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
             Statement of Operations and Changes in Net Assets
      For the Period February 6, 1998 (commencement of operations) to
                             December 31, 1998


                                                      Colonial High Yield
                                  Newport Tiger Fund    Securities Fund
                                         1998                 1998
Income
  Dividends                             $        -         $       -
 Expenses (Note 3)
  Mortality and expense risk
    and administrative charges                   71                64
 Net investment income (expense)                (71)              (64)
 Realized gain (loss)                            (4)              (18)
 Unrealized appreciation (depreciation)
    during the period                         1,138            (1,854)
 Net increase (decrease) in net assets
    from operations                           1,063            (1,936)

 Purchase payments from contract owners      45,170            53,003
 Transfers between accounts                  10,261             3,985
 Contract terminations and annuity payouts     (533)               -
 Other transfers to Keyport Benefit
    Life Insurance Company                       -                 (2)
 Net increase in net assets
    from contract transactions               54,898            56,986

 Net assets at beginning of period               -                 -

 Net assets at end of period            $    55,961        $   55,050

                          See accompanying notes.

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
             Statement of Operations and Changes in Net Assets
      For the Period February 6, 1998 (commencement of operations) to
                             December 31, 1998


                                      Colonial Small    Liberty All-Star
                                      Cap Value Fund       Equity Fund
                                           1998                1998
Income
  Dividends                             $         -        $        -
 Expenses (Note 3)
  Mortality and expense risk
    and administrative charges                     4               996
 Net investment income (expense)                  (4)             (996)
 Realized gain (loss)                             -                189
 Unrealized appreciation (depreciation)
    during the period                            288            44,914
 Net increase (decrease) in net assets
    from operations                              284            44,107

 Purchase payments from contract owners        1,250           471,010
 Transfers between accounts                       41            42,221
 Contract terminations and annuity payouts        -            (23,824)
 Other transfers to Keyport Benefit
    Life Insurance Company                        -                (14)
 Net increase in net assets
    from contract transactions                 1,291           489,393

 Net assets at beginning of period                -                 -

 Net assets at end of period            $      1,575       $   533,500

                          See accompanying notes.

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
             Statement of Operations and Changes in Net Assets
      For the Period February 6, 1998 (commencement of operations) to
                             December 31, 1998



                                                           Total
                                                           1998
Income
  Dividends                                           $     264,334
 Expenses (Note 3)
  Mortality and expense risk
    and administrative charges                               27,818
 Net investment income (expense)                            236,516
 Realized gain (loss)                                         1,781
 Unrealized appreciation (depreciation)
    during the period                                       781,852
 Net increase (decrease) in net assets
    from operations                                       1,020,149

 Purchase payments from contract owners                  14,151,556
 Transfers between accounts                                 919,919
 Contract terminations and annuity payouts                 (796,116)
 Other transfers to Keyport Benefit
    Life Insurance Company                                  (51,747)
 Net increase in net assets
    from contract transactions                           14,223,612

 Net assets at beginning of period                               -

 Net assets at end of period                          $  15,243,761

                          See accompanying notes.
<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
                                     
                       Notes to Financial Statements
                             December 31, 1998

1.  Organization

The Variable Account A (the "Variable Account") was established on January
2, 1998 as a segregated investment account of Keyport Benefit Life
Insurance Company (the "Company").  The Variable Account is registered with
the Securities and Exchange Commission as a Unit Investment Trust under the
Investment Company Act of 1940 and invests in shares of eligible funds.
The Variable Account is a funding vehicle for group and individual variable
annuity contracts.  The Variable Account currently offers two contracts,
distinguished principally by the level of expenses, surrender charges, and
eligible fund options.  The two contracts and their respective eligible
fund options are as follows:

  Keyport Advisor Variable Annuity  Keyport Advisor Vista Variable Annuity

  Alger American Fund:              AIM:
   Alger American Growth Portfolio   AIM Capital Appreciation Fund
   Alger American Small              AIM Growth Fund
      Capitalization Portfolio       AIM International Equity

  MFS Variable Insurance Trust:     MFS Variable Insurance Trust:
   MFS Emerging Growth Series        MFS Emerging Growth Series
   MFS Research Series               MFS Research Series
                                     MFS Bond Series

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

  Liberty Variable Investment       Liberty Variable Investment
      Trust (LVIT):                      Trust (LVIT):
   Colonial Growth and Income Fund   Colonial Growth and Income Fund
   SteinRoe Global Utilities Fund    SteinRoe Global Utilities Fund
   Colonial International Fund       Colonial Strategic Income Fund
      for Growth
   Colonial Strategic Income Fund    Colonial U.S. Stock Fund
   Colonial U.S. Stock Fund          Liberty All-Star Equity Fund
   Newport Tiger Fund                Colonial Small Cap Value Fund
   Liberty All-Star Equity Fund      Colonial High Yield Securities Fund

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
                                     
                 Notes to Financial Statements (continued)

1.  Organization (continued)

  Alliance Variable Products        Alliance Variable Products
      Series Fund, Inc:                 Series Fund, Inc:
   Alliance Global Bond Portfolio    Alliance Global Bond Portfolio
   Alliance Premier Growth Portfolio Alliance Premier Growth Portfolio
                                     Alliance Growth and Income Portfolio
                                     Alliance Real Estate Portfolio

2.  Significant Accounting Policies

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

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

Annuity reserves are computed for contracts in the income stage according
to the 1983a Individual Annuity Mortality Table.  The assumed investment
rate is either 3.0%, 4.0%, 5.0% or 6.0% unless the annuitant elects
otherwise, in which case the rate may vary from 3.0% to 6.0%, as regulated
by the laws of the state of New York.  The mortality risk is fully borne by
the Company and may result in additional amounts being transferred into the
Variable Account by the Company.

Amounts due to Keyport Benefit Life Insurance Company represent mortality
and expense risk and administrative charges earned by the Company in 1998
but not transferred to the Company until January 1999.

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


<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
                                     
                 Notes to Financial Statements (continued)


3.  Expenses

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

4.  Affiliated Company Transactions

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

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
                                     
                 Notes to Financial Statements (continued)



5.  Unit Values

A summary of the accumulation unit values at December 31, 1998 and the
accumulation units and dollar value outstanding at December 31, 1998 are as
follows:

                                       UNIT
                                       VALUE       UNITS        DOLLARS
AIM Capital Appreciation Fund
  Keyport Advisor Vista             $11.091130      187.0050   $   2,074

AIM Growth Fund
  Keyport Advisor Vista              11.815758      156.8355       1,853

AIM International Equity Fund
  Keyport Advisor Vista               9.997160      839.7241       8,395

Alger American Growth Portfolio
  Keyport Advisor                    17.928398   39,233.0573     703,386

Alger American Small Capitalization Portfolio
  Keyport Advisor                    12.685024   13,187.4168     167,283

Alliance Global Bond Portfolio
  Keyport Advisor                    11.041874   37,827.9406     417,691

Alliance Premier Growth Portfolio
  Keyport Advisor                    19.645990   72,221.4541   1,418,862

Alliance Growth and Income Portfolio
  Keyport Advisor Vista              10.894009      725.2682       7,901

Alliance Real Estate Portfolio
  Keyport Advisor Vista               9.019247      879.8745       7,936

MFS Bond Series
  Keyport Advisor Vista              10.239799   22,669.3616     232,130

MFS Emerging Growth Series
  Keyport Advisor                    15.454973   23,981.0630     370,627

MFS Research Series
  Keyport Advisor                    14.399988   38,021.4961     547,509



<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
                                     
                 Notes to Financial Statements (continued)

5.  Unit Values (continued)

                                       UNIT
                                       VALUE       UNITS        DOLLARS
SteinRoe Money Market Fund
  Keyport Advisor                   $14.283805   98,844.1188  $1,411,870
  Dollar Cost Averaging              10.203180   19,658.6719     200,581

SteinRoe Special Venture Fund
  Keyport Advisor                    25.351276    2,591.1558      65,689

SteinRoe Balanced Fund
  Keyport Advisor                    27.188237   42,018.6170   1,142,412

SteinRoe Mortgage Securities Fund
  Keyport Advisor                    18.825527   56,959.9473   1,072,301

SteinRoe Growth Stock Fund
  Keyport Advisor                    44.828835   13,510.3866     605,655

Colonial Growth and Income Fund
  Keyport Advisor                    21.211314   68,719.8638   1,457,639

SteinRoe Global Utilities Fund
  Keyport Advisor                    17.923199   23,195.9962     415,746

Colonial International Fund for Growth
  Keyport Advisor                    10.761067   25,407.5636     273,412

Colonial Strategic Income Fund
  Keyport Advisor                    14.237231  144,486.3679   2,057,086

Colonial U.S. Stock Fund
  Keyport Advisor                    24.622292   48,450.6467   1,192,966

Newport Tiger Fund
  Keyport Advisor                     7.866774    7,113.6011      55,961

Colonial High Yield Securities Fund
  Keyport Advisor Vista               9.631230    5,715.8216      55,050

Colonial Small Cap Value Fund
  Keyport Advisor Vista               8.575210      183.6356       1,575

Liberty All-Star Equity Fund
  Keyport Advisor Vista              11.777423   43,444.9041     511,669

                                                850,231.7948 $14,405,259

<PAGE>

        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
                                     
                 Notes to Financial Statements (continued)


6.  Purchases and Sales of Securities

The cost of shares purchased and proceeds from shares sold by the Variable
Account during 1998 are shown below:


                                              Purchases         Sales

AIM Capital Appreciation Fund               $      1,917     $        2

AIM Growth Fund                                    1,518              3

AIM International Equity Fund                      7,566             14

Alger American Growth Portfolio                  615,569          8,487

Alger American Small Capitalization Portfolio    172,070            899

Alliance Global Bond Portfolio                   520,667         85,267

Alliance Premier Growth Portfolio              1,285,780         19,935

Alliance Growth and Income Portfolio               6,744              8

Alliance Real Estate Portfolio                     9,408          1,499

MFS Bond Series                                  281,730         52,364

MFS Emerging Growth Series                       304,450          5,739

MFS Research Series                              596,745         58,762

SteinRoe Money Market Fund                     2,569,116        565,185

SteinRoe Special Venture Fund                     61,701          2,139

SteinRoe Balanced Fund                         1,085,018          1,546

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
                                     
                 Notes to Financial Statements (continued)


6.  Purchases and Sales of Securities (continued)

The cost of shares purchased and proceeds from shares sold by the Variable
Account during 1998 are shown below:

                                              Purchases         Sales

SteinRoe Mortgage Securities Fund           $  1,111,003     $   44,790

SteinRoe Growth Stock Fund                       573,851         11,772

Colonial Growth and Income Fund                1,478,534         31,196

SteinRoe Global Utilities Fund                   419,235         18,162

Colonial International Fund for Growth           261,538          8,424

Colonial Strategic Income Fund                 2,454,870        150,870

Colonial U.S. Stock Fund                       1,206,934         48,457

Newport Tiger Fund                                55,427            599

Colonial High Yield Securities Fund               61,352          4,429

Colonial Small Cap Value Fund                      1,289              2

Liberty All-Star Equity Fund                     527,697         39,301

                                            $ 15,671,729     $1,159,851




<PAGE>

        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
                                     
                 Notes to Financial Statements (continued)

7.  Diversification Requirements

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

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

8.  Year 2000 (Unaudited)

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

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

<PAGE>
        KEYPORT BENEFIT LIFE INSURANCE COMPANY - VARIABLE ACCOUNT A
                                     
                 Notes to Financial Statements (continued)


8.  Year 2000 (Unaudited) (continued)

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

<PAGE>
                                     
                                     
                                     
                                     
                      Report of Independent Auditors
                                     
                                     
The Board of Directors
Keyport Benefit Life Insurance Company


We  have  audited the accompanying statutory-basis balance sheet of Keyport
Benefit  Life  Insurance Company (formerly American Benefit Life  Insurance
Company)  as of December 31, 1998 and 1997, and the related statutory-basis
statements of operations, capital and surplus, and cash flow for the  years
then  ended.  These  financial statements are  the  responsibility  of  the
Company's management. Our responsibility is to express an opinion on  these
financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An audit includes examining, on a test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial statement presentation. We believe that  our  audits
provide a reasonable basis for our opinion.

As  described  in Note 2 to the financial statements, the Company  presents
its financial statements in conformity with accounting practices prescribed
or permitted by the State of New York Insurance Department, which practices
differ  from  generally  accepted  accounting  principles.   The  variances
between  such  practices and generally accepted accounting  principles  are
described  in  Note  2. 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, 1998 and 1997, or the results of its operations  or
its cash flow for the years then ended.

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, 1998 and 1997, and the  results  of
its  operations  and its cash flow for the years then ended  in  conformity
with  accounting practives prescribed or permitted by the State of New York
Insurance Department.



Boston, Massachusetts                                 /s/Ernst & Young LLP
January 28, 1999
<PAGE>

                  KEYPORT BENEFIT LIFE INSURANCE COMPANY
            (formerly American Benefit Life Insurance Company)
                                     
                       BALANCE SHEET-STATUTORY-BASIS
                              (in thousands)

                                                 December 31
                                           1998               1997
ADMITTED ASSETS

Cash and invested assets:
 Bonds                                          $   12,546   $    2,996
 Cash and short-term investments                    39,386        3,451
     Total cash and invested assets                 51,932        6,447

Accrued investment income                              350           87
Other assets                                           604            3
Separate account assets                             17,448        2,778

     Total admitted assets                      $   70,334   $    9,315

LIABILITIES AND CAPITAL AND (DEFICIT) SURPLUS

Liabilities:
 Reserves for future policy benefits            $   40,996   $      169
 Policy and contract claims                             62           47
 Interest maintenance reserve                           33           39
    Total policy and contract liabilities           41,091          255

 Accounts payable and accrued expenses                  64          106
 Federal income taxes payable                           -            87
 Separate account liabilities                       17,448        2,778
    Total liabilities                               58,603        3,226

Capital and (deficit) surplus:
 Common stock, $2.00 par value; authorized
  1,000 shares; issued and outstanding
  1,000 shares                                       2,000        2,000
 Paid-in surplus                                    10,000        2,500
 Unassigned (deficit) surplus                         (269)       1,589
    Total capital and surplus                       11,731        6,089

    Total liabilities and capital and
       (deficit) surplus                        $   70,334   $    9,315

                          See accompanying notes.

<PAGE>

                  KEYPORT BENEFIT LIFE INSURANCE COMPANY
            (formerly American Benefit Life Insurance Company)
                                     
                  STATEMENT OF OPERATIONS-STATUTORY-BASIS
                              (in thousands)

                                                  Year Ended December 31
                                                     1998        1997

Revenues:
 Premiums and annuity considerations              $  42,046    $     37
 Deposit-type funds                                  13,000          -
 Considerations for supplementary contracts             723          -
 Separate account fee income                             28          46
 Net investment income                                  921         571
 Other revenues                                           5          -

      Total revenues                                 56,723         654

Benefits and expenses:
 Increase in reserves for future policy benefits     40,721           1
 Surrender benefits                                   1,296       1,312
 Annuity benefits                                       770          28
 Other benefits                                          24          28
                                                     42,811       1,369
Other operating expenses:
 Commissions                                          3,153           3
 General insurance expenses                             864         389
 Taxes, licenses, and fees                               14          27
 Net transfers to (from) separate accounts           12,588      (1,310)

      Total benefits and expenses                    59,430         478

      (Loss) income before federal income tax
          (benefit) expense                          (2,707)        176

Federal income tax (benefit) expense                   (949)         66

Net (loss) income                                 $  (1,758)   $    110

                          See accompanying notes.
<PAGE>

                  KEYPORT BENEFIT LIFE INSURANCE COMPANY
            (formerly American Benefit Life Insurance Company)
                                     
        STATEMENT OF CAPITAL AND (DEFICIT) SURPLUS-STATUTORY-BASIS
                              (in thousands)

                                           Separate
                                            Account  Unassigned   Total
                        Common  Paid-in  Contingency (Deficit) Captial and
                         Stock  Surplus    Reserve    Surplus    Surplus

Balances at
    January 1, 1997    $  2,000 $  5,000  $     92   $   1,328   $  8,420

 Net income                                                110        110
 Change in asset
    valuation reserve                                       59         59
 Transfer of
    Contingency reserve                        (92)         92         -
 Dividends paid                   (2,500)                          (2,500)
Balances at
    December 31, 1997     2,000    2,500        -        1,589      6,089

 Net loss                                               (1,758)    (1,758)
 Change in non-admitted
    Assets                                                (100)      (100)
 Capital contribution              7,500                            7,500

Balances at
    December 31, 1998  $  2,000 $ 10,000  $     -    $    (269)  $ 11,731





                          See accompanying notes.

<PAGE>

                  KEYPORT BENEFIT LIFE INSURANCE COMPANY
            (formerly American Benefit Life Insurance Company)
                                     
                  STATEMENT OF CASH FLOW-STATUTORY-BASIS
                              (in thousands)

                                               Year Ended December 31
                                                 1998          1997

Operations:
 Premiums and annuity considerations          $   55,769    $       38
 Net investment income received                      671           648
 Benefits paid                                    (2,076)       (1,365)
 Commissions and other expenses                   (4,067)         (341)
 Net transfers (to) from separate account        (13,453)        1,317
 Separate account fee income                          28            46
 Other revenues received less other expenses           4            (1)
 Federal income taxes paid                          (172)         (126)
    Net cash provided by operations               36,704           216

Investment activities:
 Proceeds from sales, maturities, or
    repayments of bonds                            1,000         5,743
 Cost of bonds acquired                          (10,575)         (294)
    Net cash (used in) provided by
       investment activities                      (9,575)        5,449

Financing and other activities:
 Capital contribution received                     7,500            -
 Dividend paid                                        -         (2,500)
 Other applications, net                           1,306             1
    Net cash provided by (used in)
       financing and other activities              8,806        (2,499)

Net increase in cash and short-term
    Investments                                   35,935         3,166
Cash and short-term investments:
    Beginning of year                              3,451           285
    End of year                               $   39,386    $    3,451

                          See accompanying notes.
                                     
<PAGE>
                  KEYPORT BENEFIT LIFE INSURANCE COMPANY
            (formerly American Benefit Life Insurance Company)
                                     
               NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

1.   Organization

On  January  2,  1998, Keyport Life Insurance Company acquired  the  common
stock  of American Benefit Life Insurance Company, renamed Keyport  Benefit
Life  Insurance Company (the "Company") on March 31, 1998. Keyport  Benefit
Life  Insurance  Company is licensed in the State of  New  York  and  Rhode
Island  and  offers  fixed and variable annuities and accident  and  health
policies.

The  Company is a wholly-owned subsidiary of Keyport Life Insurance Company
("Keyport  Life").  Keyport Life is a wholly-owned subsidiary  of  SteinRoe
Services  Incorporated ("SteinRoe"). SteinRoe is a wholly-owned  subsidiary
of  Liberty Financial Companies, Incorporated ("Liberty Financial"),  which
is  a  majority  owned,  indirect subsidiary of  Liberty  Mutual  Insurance
Company ("Liberty Mutual").

2.   Summary of Significant Accounting Policies

(a) Basis of Presentation
    
The accompanying financial statements have been prepared in accordance with
insurance  accounting practices prescribed or permitted  by  the  New  York
State Insurance Department.  These practices differ from generally accepted
accounting  principles  ("GAAP"). The more  significant  variances  between
statutory and GAAP are as follows:  (a) the costs related to 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 profits; (b) policy reserves are based
on  statutory mortality and interest requirements rather than full  account
value;  (c)  deferred  federal  income  taxes  are  not  provided  for  the
difference  between  the financial reporting and tax bases  of  assets  and
liabilities  for statutory purposes, whereas, they are required  for  GAAP;
(d)   certain  assets  designated  as  "non-admitted  assets"  (principally
furniture and equipment, leasehold improvements, and certain agents'  debit
balances)  have been excluded from the balance sheet through  a  charge  to
surplus; (e) bonds are generally carried at amortized cost irrespective  of
the  Company's  investment  portfolio activity;  (f)  the  asset  valuation
reserve (AVR), which is in the nature of a contingency reserve for possible
losses  on  investments, is recorded as a liability  through  a  charge  to
surplus,  and (g) the interest maintenance reserve (IMR), which is designed
to  include  deferred realized gains and losses (net of applicable  federal
income taxes) due to interest rate changes on fixed income investments,  is
also recorded as a liability.  These deferred net realized investment gains
or  losses  are  amortized into future income generally over  the  original
period to  maturity of the assets sold.

<PAGE>
                  KEYPORT BENEFIT LIFE INSURANCE COMPANY
            (formerly American Benefit Life Insurance Company)
                                     
         NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (continued)


2.   Summary of Significant Accounting Policies (continued)

Other significant accounting practices are as follows:

(b) Permitted Statutory Accounting Practices

The   Company's  statutory-basis  financial  statements  are  prepared   in
accordance  with accounting practices prescribed or permitted  by  the  New
York   State   Insurance  Department.  "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.

In   1998,  the  NAIC  adopted  codified  statutory  accounting  principles
("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 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 New York  must
adopt  Codification as the prescribed basis of accounting on which domestic
insurers  must  report  their  statutory-basis  results  to  the  Insurance
Department.  At this time it is unclear whether the state of New York  will
adopt  Codification.  Management  has not  yet  determined  the  impact  of
Codification to the Company's statutory-basis financial statements.

(c) Investments

All  investments are valued in accordance with guidelines provided  by  the
NAIC.   Bonds are carried at amortized cost, except for those bonds  in  or
near  default, which are recorded at lower of amortized cost or fair value.
Realized  investment gains and losses are calculated on a first-in,  first-
out basis.

Net  realized investment gains or losses include gains on sales  of  equity
securities and credit related gains and losses on fixed maturities, net  of
applicable federal income taxes. Interest related realized investment gains
or  losses are deferred in the IMR and amortized under the grouped  method.
The grouped method classifies realized investment gains and losses, net  of
applicable  taxes,  according to the number of calendar years  to  expected
maturity.  The  groupings  are  in  bands  of  five  calendar  years   with
amortization  factors  for  each band provided  by  the  NAIC's  Securities
Valuation Office.

<PAGE>
                  KEYPORT BENEFIT LIFE INSURANCE COMPANY
            (formerly American Benefit Life Insurance Company)
                                     
         NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (continued)

2.   Summary of Significant Accounting Policies (continued)

(d) Cash and Short-Term Investments

Cash  and  short  term investments represent cash balances and  investments
with original maturities of one year or less.

(e) Separate Accounts

Separate   account  assets,  which  are  valued  at  fair  value,   consist
principally of investments in mutual funds and are included as  a  separate
caption in the balance sheet. The contractholders bear the investment risk.
Investment income and changes in asset values related to policyholders  are
fully  allocated  to variable annuity and variable life policyholders  and,
therefore, do not affect the operating results of the Company. The  Company
provides  administrative services and bears the mortality risk  related  to
these  contracts.  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.

(f) Fair Value of Financial Instruments

The  following  methods  and  assumptions  were  used  by  the  Company  in
determining estimated fair values of financial instruments:

Fixed  maturities: Fair values for fixed maturity securities are based
on  quoted  market prices, where available.  For fixed maturities  not
actively traded, the estimated fair values are determined using values
from  independent  pricing  services,  or,  in  the  case  of  private
placements, are determined by discounting expected future  cash  flows
using  a  current market rate applicable to the yield, credit quality,
and maturity of the securities.

Cash and short-term investments: The carrying value of cash and short-
term investments approximates fair value.

Reserves  for  future policy benefits: Deferred annuity contracts  are
assigned  fair value equal to current net surrender value.  Annuitized
contracts  are  valued based on the present value of the  future  cash
flows at current pricing rates.

(g) Use of Estimates

The  preparation  of  financial  statements  requires  management  to  make
estimates  and  assumptions that affect amounts reported in  the  financial
statements  and accompanying notes. Actual results could differ from  those
estimates.

(h) Reclassifications

Certain prior year amounts have been reclassified to conform to the current
year presentation.
<PAGE>
                  KEYPORT BENEFIT LIFE INSURANCE COMPANY
            (formerly American Benefit Life Insurance Company)
                                     
         NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (continued)

3.   Investments
  
(a) Fixed Maturities

The carrying value and fair value of investments in fixed maturities as  of
December 31, 1998 and 1997 are as follows (in thousands):

                                          December 31, 1998
                                         Gross        Gross
                            Carrying   Unrealized   Unrealized     Fair
                              Value       Gains       Losses       Value

U.S. Treasury securities   $  12,546    $     79    $    (105)  $  12,520

                                          December 31, 1997
                                         Gross        Gross
                            Carrying   Unrealized   Unrealized     Fair
                              Value       Gains       Losses       Value

U.S. Treasury securities   $   2,996    $     64    $      -    $   3,060

(b) Contractual Maturities

The  carrying  value  and  fair value of fixed  maturities  by  contractual
maturity as of December 31, 1998 are as follows (in thousands):

                                                  December 31, 1998
                                               Carrying            Fair
                                                 Value            Value
Due in one year or less                       $     999        $   1,030
Due after one year through five years            11,547           11,490
         Total fixed maturities               $  12,546        $  12,520


<PAGE>
                  KEYPORT BENEFIT LIFE INSURANCE COMPANY
            (formerly American Benefit Life Insurance Company)
                                     
         NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (continued)

3.   Investments (continued)

At December 31, 1998 and 1997, bonds with an amortized cost of $499,532 and
$500,000, respectively, were on deposit with state insurance departments to
satisfy regulatory authorities.

(c) Net Investment Income

Net investment income is summarized as follows (in thousands):

                                              Year Ended December 31
                                               1998             1997

Bonds                                        $     243      $      502
Cash and short-term investments                    673              76
      Gross investment income                      916             578
Investment expenses                                 -              (15)
                                                   916             563
Amortization of interest maintenance reserve         5               8
      Net investment income                  $     921      $      571

There were no non-income producing bonds as of December 31, 1998 and 1997.

4.   Federal Income Taxes

Income taxes are calculated as if the Company filed its own income tax
return.  For 1998, the Company will file a consolidated return with Keyport
Life and Independence Life and Annuity Company. The Company will be
eligible to file a consolidated return with Liberty Financial beginning in
2003.  The method of allocation is subject to a written agreement and is
based upon separate return calculations with current credit for net losses
incurred to the extent those losses are used in the consolidated return.
This written agreement is pending approval from the state of Rhode Island.
For 1997, the Company filed a consolidated return with its former parent,
American Republic Insurance Company.

Federal income tax expense differs from the amount computed by applying the
statutory  federal  income tax rate of 35% for the  following  reasons  (in
thousands):

                                                Year ended December 31
                                                 1998             1997

Computed expected tax (benefit) expense        $    (947)      $      62
Other, net                                            (2)              4

    Federal income tax (benefit) expense       $    (949)      $      66

       Taxes recoverable of $1,034,000 are included in other assets.
                                     
<PAGE>
                  KEYPORT BENEFIT LIFE INSURANCE COMPANY
            (formerly American Benefit Life Insurance Company)
                                     
         NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (continued)

5.  Transactions with Affiliated Companies
  
The   Company   reimbursed   Keyport  Life  for   corporate   general   and
administrative expenses and corporate overhead, such as executive and legal
support.   The total amount reimbursed in 1998 was $318,590.  In 1997,  the
Company reimbursed American Republic Life Insurance Company (former parent)
$69,415 for the cost of services that it provided to the Company.

6.   Dividend Restrictions

The  maximum  amount of dividends which can be paid by the Company  without
prior  approval of the Insurance Commissioner of the State of New  York  is
subject to restrictions related to statutory surplus and statutory adjusted
net  investment  income.  The  Company has not  paid  dividends  since  the
acquisition by Keyport Life.

7.  Commitments and Contingencies

(a) Leases

The  Company  leases its home office, data processing equipment,  furniture
and  certain office facilities from others, under operating leases expiring
in  various  years  through 2006.  Rental expense amounted  to  $9,450  and
$16,316 for the years ended December 31, 1998 and 1997, respectively.   The
following  are  the  minimum  future rental  payments  under  noncancelable
operating  leases having remaining terms in excess of one year at  December
31, 1998:

            1999                                   $    13,200
            2000                                        13,200
            2001                                        13,200
            2002                                        15,000
            2003                                        15,000
            Thereafter                                  45,000

            Total minimum future rental payments   $   114,600

(b) Other Matters
    
The Company is involved, from time to time, in litigation incidental to its
business.   In the opinion of management, the resolution of such litigation
is  not  expected  to  have  a material adverse  effect  on  the  Company's
financial position.

<PAGE>
                  KEYPORT BENEFIT LIFE INSURANCE COMPANY
            (formerly American Benefit Life Insurance Company)
                                     
         NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (continued)

8. Annuity Reserves
  
At  December  31,  1998, the Company's annuity reserves  and  deposit  fund
liabilities that are subject to discretionary withdrawal (with adjustment),
subject  to discretionary withdrawal (without adjustment), and not  subject
to  discretionary  withdrawal  provisions are  summarized  as  follows  (in
thousands):

                                                        Amount    Percent
Subject to discretionary withdrawal (with adjustment)
  At book value less current surrender charge of 5%
    or more                                           $  39,873    69.3%
  At market value                                        16,702    29.1%
  Total with adjustment or at market value               56,575    98.4%
Subject to discretionary withdrawal (without
    adjustment) at book value with minimal or no
    charge or adjustment                                    943     1.6%
Not subject to discretionary withdrawal                      -       -

Total annuity reserves and deposit fund liabilities   $  57,518   100.0%

The  carrying  value  and fair value of the Company's reserves  for  future
policy  benefits at December 31, 1998 was $40.9 million and $40.8  million,
respectively.

9. Separate Accounts

At  December 31, 1998, the Company had reserves for nonguaranteed  separate
accounts  subject  to  discretionary withdrawal at market  value  of  $17.4
million.  A  reconciliation  of the amounts transferred  to  and  from  the
separate accounts is presented below (in thousands):

                                              Year ended December 31, 1998
Transfers as reported in the Summary of
  Operations of the Separate Accounts
  Statement:
Transfers from separate accounts                       $     (1,529)
Transfers to separate accounts                               14,153
Net transfers from separate accounts                         12,624
Reconciling adjustments:
  Other transfers                                                36
Transfers as reported in the Summary of Operations
  of the Life, Accident & Health Annual Statement      $     12,588

<PAGE>
                  KEYPORT BENEFIT LIFE INSURANCE COMPANY
            (formerly American Benefit Life Insurance Company)
                                     
         NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (continued)

10.   Risk-Based Capital

Life  and  health insurance companies are required to calculate  Risk-Based
Capital ("RBC") in accordance with instructions set forth by the NAIC.  RBC
is  a  means  of setting the capital standards for insurance  companies  to
support their operations and encompasses various risks associated with  the
business  including  asset quality, premium volume,  policy  reserves,  and
interest  rates. The RBC is then compared to the Company's  total  adjusted
capital,  which is comprised of reported capital and surplus  adjusted  for
the  asset valuation reserve. The Company's capital and surplus exceeds the
RBC requirements at December 31, 1998.

11.  Year 2000 (Unaudited)

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

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

<PAGE>
                  KEYPORT BENEFIT LIFE INSURANCE COMPANY
            (formerly American Benefit Life Insurance Company)
                                     
         NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS (continued)

11.  Year 2000 (Unaudited)(continued)

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

    






<PAGE>




                                  PART C

<PAGE>
Item 24.  Financial Statements and Exhibits

     (a)  Financial Statements:
          Included in Part B:
          Variable Account A:
             Statements of Assets and Liabilities - December 31, 1998
             Statements of Operations and Changes in Net Assets for the
                period ended December 31, 1998
             Notes to Financial Statements
          Keyport Benefit Life Insurance Company (formerly American Benefit
           Life Insurance Company):
             Balance Sheet--Statutory-Basis for the years ended December 31,
                1998 and 1997.
             Statements of Operations--Statutory-Basis for the years ended
                December 31, 1998 and 1997.
             Statements of Capital and (Deficit) Surplus--Statutory-Basis for
                the years ended December 31, 1998 and 1997.
             Statements of Cash Flow--Statutory-Basis for the years ended
                December 31, 1998 and 1997.
             Notes to Statutory-Basis Financial Statements

     (b)  Exhibits:

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

          (2)  Not applicable

    **    (3a) Form of Principal Underwriter's Agreement

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

    **    (4a) Form of Group Variable Annuity Contract of Keyport Benefit
               Life Insurance Company

    **    (4b) Form of Group Variable Annuity Certificate of Keyport Benefit
               Life Insurance Company

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

    **    (4d) Form of Individual Retirement Annuity Endorsement

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

    **    (4f) Form of Unisex Endorsement

    **    (4g) Form of Qualified Plan Endorsement

    ***   (4h) Specimen Group Variable Annuity Contract of Keyport Benefit
               Life Insurance Company (M&N)

    ***   (4i) Specimen Variable Annuity Certificate of Keyport Benefit
               Life Insurance Company (M&N)

    ****  (4j) Specimen Group Variable Annuity Contract of Keyport Benefit
               Life Insurance Company (KA)

    ****  (4k) Specimen Variable Annuity Certificate of Keyport Benefit
               Life Insurance Company (KA)

    +     (4l) Specimen Group Variable Annuity Contract of Keyport Benefit
               Life Insurance Company (KAV)

    +     (4m) Specimen Variable Annuity Certificate of Keyport Benefit
               Life Insurance Company (KAV)

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

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

    ***   (6a) Articles of Incorporation of Keyport Benefit Life Insurance
               Company

    ***   (6b) By-Laws of Keyport Benefit Life Insurance Company

          (7)  Not applicable

    **    (8a) Form of Participation Agreement

    ***   (8b) Participation Agreement Among Manning & Napier Insurance
               Fund, Inc., Manning & Napier Investor Services, Inc.,
               Manning & Napier Advisors, Inc., and Keyport Benefit Life
               Insurance Company

    ***   (8c) Participation Agreement By and Among Keyport Benefit
               Life Insurance Company, Keyport Financial Services Corp.,
               and SteinRoe Variable Investment Trust

    ****  (8d) Participation Agreement Among MFS Variable Insurance Trust,
               Keyport Benefit Life Insurance Company, and Massachusetts
               Financial Services Corp.

    ****  (8e) Participation Agreement Among The Alger American Fund,
               Keyport Benefit Life Insurance Company, and Fred Alger and
               Company, Incorporated

    ****  (8f) Participation Agreement Among Alliance Variable Products
               Series Fund, Inc., Alliance Fund Distributors, Inc.,
               Alliance Capital Management L.P., and Keyport Benefit Life
               Insurance Company

    ****  (8g) Participation Agreement By and Among Keyport Benefit Life
               Insurance Company, Keyport Financial Services Corp., and
               Liberty Variable Investment Trust

    +     (8h) Participation Agreement By and Among AIM Variable Insurance
               Funds, Inc., Keyport Benefit Life Insurance Company, on
               Behalf of Itself and its Separate Accounts, and Keyport
               Financial Services Corp.

    **    (9)  Opinion and Consent of Counsel

          (10) Consent of Independent Auditors

          (11) Not applicable

          (12) Not applicable

    ++    (13) Schedule for Computations of Performance Quotations

    *     (15) Chart of Affiliations

    **    (16) Powers of Attorney

    **    (17) Specimen Tax-Sheltered Annuity Acknowledgement

    **    (18) Form of Administrative Services Agreement

          (27) Financial Data Schedule

*    Incorporated by reference to Post-Effective Amendment No. 7 to the
     Registration Statement (Files No. 333-1043; 811-7543) filed on or about
     February 6, 1998.

**   Incorporated by reference to Registration Statement (Files No. 333-
     45727; 811-08635) filed on or about February 6, 1998.

***  Incorporated by reference to Pre-Effective Amendment No. 1 to the
     Registration Statement (Files No. 333-45727; 811-08635) filed on or
     about June 15, 1998.

**** Incorporated by reference to Post-Effective Amendment No. 1 to the
     Registration Statement (Files No. 333-45727; 811-08635) filed on or
     about June 30, 1998.

+    Incorporated by reference to Post-Effective Amendment No. 2 to the
     Registration Statement (Files No. 333-45727; 811-08635) filed on or
     about July 23, 1998.

++   To be Filed by Amendment.

Item 25.  Officers and Directors of the Depositor.

Name and                       Position and Offices
Business Address*              with Depositor

William P. Donohue             Director
Senior Advisor
Bentley Associates LP
1155 Avenue of the Americas
New York, NY 10036

Peter M. Lehrer                Director
Opus Three Ltd.
550 Mamaroneck Ave.
Harrison, NY 10528

Jeff S. Liebmann               Director
Partner
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, NY 10019-6092

Christopher C. York            Director
Principal
C.C. York Company
200 Rector Place, 18-E
New York, NY 11280-1101

Paul H. Lefevre, Jr.           Chairman of the Board, Director, Acting
                               President and Executive Vice President

Bernard R. Beckerlegge         Director, Senior Vice President and General
                               Counsel

Bernhard M. Koch               Director, Senior Vice President and Chief
                               Financial Officer

Stewart R. Morrison            Senior Vice President and Chief Investment
                               Officer

Francis E. Reinhart            Senior Vice President and Chief Information
                               Officer

Mark R. Tully                  Senior Vice President and Chief Sales Officer

Garth A. Bernard               Vice President

Daniel C. Bryant               Vice President and Assistant Secretary

James P. Greaton               Vice President and Corporate Actuary

Jacob M. Herschler             Vice President

Kenneth M. Hughes              Vice President

James J. Klopper               Vice President and Secretary

Jeffrey J. Lobo                Vice President-Risk Management

Suzanne E. Lyons               Vice President-Human Resources

Jeffery J. Whitehead           Vice President and Treasurer

Daniel Yin                     Vice President

John G. Bonvouloir             Assistant Vice President and Assistant
                               Treasurer

Alan R. Downey                 Assistant Vice President

Scott E. Morin                 Assistant Vice President and Controller

Donald A. Truman               Assistant Secretary

*125 High Street, Boston, Massachusetts 02110, unless noted otherwise

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

     The Depositor controls the Registrant, and is a wholly-owned
subsidiary of Keyport Life Insurance Company, which controls KMA Variable
Account, Keyport 401 Variable Account, Keyport Variable Account I, and
Keyport Variable Account II.

     The Depositor is under common control with Keyport Financial Services
Corp. (KFSC), a Massachusetts corporation functioning as a broker/dealer of
securities. KFSC files separate financial statements.

     The Depositor is under common control with Liberty Advisory Services
Corp. (LASC), a Massachusetts corporation functioning as an investment
adviser. LASC files separate financial statements.

     The Depositor is under common control with Independence Life and
Annuity Company ("Independence Life"), a Rhode Island corporation
functioning as a life insurance company. Independence Life files separate
financial statements.

     Chart for the affiliations of the Depositor is incorporated by
reference to Post-Effective Amendment No. 7 to the Registration Statement
(Files No. 333-1043; 811-7543) filed on or about February 6, 1998.

Item 27.  Number of Contract Owners.
   

     At March 31, 1999, there were 529 Qualified Contract Owners and 404
Non-Qualified Contract Owners.
    

Item 28.  Indemnification.

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

Item 29.  Principal Underwriters.

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

The directors and officers are:

Name and Principal       Position and Offices
Business Address*        with Underwriter

Jacob M. Herschler       Director

Paul T. Holman           Director and Assistant Clerk

James J. Klopper         Director, President and Clerk

Daniel C. Bryant         Vice President

Rogelio P. Japlit        Treasurer

Donald A. Truman         Assistant Clerk

     *125 High Street, Boston, Massachusetts 02110.

Item 30.  Location of Accounts and Records.

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

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

Item 31.  Management Services.

     Not applicable.

Item 32.  Undertakings.

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

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

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

     Registrant represents that it is relying on the November 28, 1988 no-
action letter (Ref. No. IP-6-88) relating to variable annuity contracts
offered as funding vehicles for retirement plans meeting the requirements
of Section 403(b) of the Internal Revenue Code.  Registrant further
represents that it has complied with the provisions of paragraphs (1) - (4)
of that letter.  Specimen of acknowledgement form used to comply with
paragraph (4) is included as Exhibit 17 in this Registration Statement.

Representation

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


<PAGE>






                                SIGNATURES


<PAGE>
   
                                SIGNATURES


As required by the Securities Act of 1933 and the Investment Company Act of
1940,  the  Registrant certifies that it meets all of the requirements  for
effectiveness of this Registration Statement pursuant to Rule 485(b)  under
the  Securities Act of 1933 and has duly caused this Registration Statement
to  be  signed  on  its  behalf,  in  the  City  of  Boston  and  State  of
Massachusetts, on this 30th day of April, 1999.


                                       Variable Account A
                                          (Registrant)


                              By: Keyport Benefit Life Insurance Company
                                             (Depositor)



                              By:  /s/ Paul H. LeFevre, Jr.
                                   Paul H. LeFevre, Jr.
                                   Acting President










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

/s/PAUL H. LEFEVRE, JR.*            /s/PAUL H. LEFEVRE, JR.        4/30/99
PAUL H. LEFEVRE, JR.                PAUL H. LEFEVRE, JR.
Chairman of the Board               Acting President

/s/BERNARD R. BECKERLEGGE*          /s/BERNHARD M. KOCH*
BERNARD R. BECKERLEGGE              BERNHARD M. KOCH
Director                            Chief Financial Officer

/s/WILLIAM P. DONOHUE*
WILLIAM P. DONOHUE
Director

/s/BERNHARD M. KOCH*
BERNHARD M. KOCH
Director

/s/PAUL H. LEFEVRE, JR.
PAUL H. LEFEVRE, JR.
Director
                               *BY: /s/James J. Klopper     April 30, 1999
/s/PETER M. LEHRER*                 James J. Klopper           Date
PETER M. LEHRER                     Attorney-in-Fact
Director

/s/JEFF S. LIEBMANN*
JEFF S. LIEBMANN
Director

/s/CHRISTOPHER C. YORK*
CHRISTOPHER C. YORK
Director



*   James  J.  Klopper has signed this document on the  indicated  date  on
behalf  of  each  of  the  above Directors and Officers  of  the  Depositor
pursuant  to powers of attorney duly executed by such persons and  included
as  Exhibit 16 in the Registration Statement on Form N-4 filed on or  about
February 6, 1998 (Files No. 333-45727; 811-08635).
    

<PAGE>
                                     
                                     
                               EXHIBIT INDEX
                                     
                                     
Item                                                             Page

(10) Consent of Independent Auditors




                                     
                                     
                      Consent of Independent Auditors


We  consent to the reference to our firm under the caption "Experts" in  the
Statement  of  Additional Information and to the use of  our  reports  dated
January  28, 1999, with respect to the statutory-basis financial  statements
of  Keyport Benefit Life Insurance Company, and March 12, 1999, with respect
to  the  financial  statements of Keyport Benefit  Life  Insurance  Company-
Variable Account A, included in this Post-Effective Amendment No. 6  to  the
Registration Statement (Form N-4, Nos. 333-45727 and 811-08635).




                                                 /s/ERNST & YOUNG LLP


Boston, Massachusetts
April 28, 1999




<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                       14,514,237
<INVESTMENTS-AT-VALUE>                      15,295,508
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              15,295,508
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                     (51,747)
<TOTAL-LIABILITIES>                           (51,747)
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                15,243,761
<DIVIDEND-INCOME>                              254,334
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  27,818
<NET-INVESTMENT-INCOME>                        236,516
<REALIZED-GAINS-CURRENT>                         1,781
<APPREC-INCREASE-CURRENT>                      781,852
<NET-CHANGE-FROM-OPS>                        1,020,149
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      14,223,612
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
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<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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