KMA VARIABLE ACCOUNT
497, 1996-06-04
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                      INDIVIDUAL FLEXIBLE PURCHASE PAYMENT 
                       DEFERRED VARIABLE ANNUITY CONTRACT 
                                   ISSUED BY 
                              KMA VARIABLE ACCOUNT 
                                      AND 
                         KEYPORT LIFE INSURANCE COMPANY 
                                        
The variable annuity contract (form number FLEX(4), referred to as the Contract)
described in this prospectus provides for accumulation of Contract Values and
payment of periodic annuity payments on a variable basis and, except for
Contracts issued to New Jersey and Washington residents, also on a fixed basis.
The Contract is designed for use by individuals for retirement planning
purposes.  
 
This prospectus generally describes only the variable features of the Contract
(for a summary of the fixed features, see Appendix A on Page 25). If the 
Contract Owner elects to have Contract Values accumulated on a variable basis,
purchase payments will be allocated to a segregated investment account of 
Keyport Life Insurance Company ("Keyport"), designated the KMA Variable Account 
("Variable Account"). The Variable Account invests in shares of the following 
Eligible Funds of SteinRoe Variable Investment Trust ("SteinRoe Trust") at their
net asset value: Cash Income Fund ("CIF"); Mortgage Securities Income Fund 
("MSIF"); Managed Assets Fund ("MAF"); Managed Growth Stock Fund ("MGSF"); and 
Capital Appreciation Fund ("CAF"). The Variable Account also invests in shares 
of the following Eligible Funds of Keyport Variable Investment Trust ("Keyport 
Trust") at their net asset value: Colonial-Keyport Growth and Income Fund 
("CKGIF"); Colonial-Keyport Strategic Income Fund ("CKSIF"); Colonial-Keyport 
Utilities Fund ("CKUF"); Colonial-Keyport U.S. Fund for Growth ("CKUSFG"); 
Colonial-Keyport International Fund for Growth ("CKIFG") and Newport-Keyport 
Tiger Fund ("NKTF").

Persons who have purchased Variable Account variable annuity contracts before 
May 1, 1992 may continue to make purchase payments under those contracts 
subject to the terms and conditions of those contracts and Appendix B on Page
28.  
 
Keyport may also offer group variable annuity contracts issued by the Variable
Account. Any such group contract would be offered by a separate prospectus.  
 
A Statement of Additional Information dated the same as this prospectus has been
filed with the Securities and Exchange Commission and is herein incorporated by
reference. It is available, at no charge, by writing Keyport at 125 High Street,
Boston, MA 02110, by calling (800) 437-4466, or by returning the postcard on the
back cover of this prospectus. A table of contents for the Statement of
Additional Information is on Page 24.  
 
The Contract may be sold by or through banks or other depository institutions. 
The Contract: is not insured by the FDIC; is not a deposit or other obligation 
of, or guaranteed by, the depository institution; and is subject to investment 
risks, including the possible loss of principal amount invested.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  
 
THIS PROSPECTUS SETS FORTH THE INFORMATION A PROSPECTIVE INVESTOR SHOULD KNOW
BEFORE INVESTING. THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
   
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE OR JURISDICTION IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED BY KEYPORT
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE 
CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THIS OFFERING, AND IF GIVEN OR 
MADE, SUCH UNAUTHORIZED INFORMATION OR REPRESENTATIONS SHOULD NOT BE RELIED 
UPON.

                    The date of this prospectus is May 1, 1996

                               TABLE OF CONTENTS   
                                                      Page
Glossary of Special Terms                              3
Summary of Expenses                                    4
Synopsis                                               6
Condensed Financial Information                        7
Keyport and the Variable Account                       9
Purchase Payments and Applications                     9
Investments of the Variable Account                    10
 Allocations of Purchase Payments                      10
 Eligible Funds                                        10 
 Dollar Cost Averaging                                 12
 Transfer of Variable Account Value                    12 
 Substitution of Eligible Funds and
 Other Variable Account Changes                        13 
Deductions                                             13 
 Deductions for Contract Maintenance Charge            13 
 Deductions for Mortality and Expense Risk Charge      14 
 Deductions for Daily Sales Charge                     14 
 Deductions for Contingent Deferred Sales Charge       14 
 Deductions for Transfers of Variable Account Value    15 
 Deductions for Premium Taxes                          15 
 Deductions for Income Taxes                           15 
 Total Expenses                                        15 
The Contracts                                          15 
 Variable Account Value                                15 
 Valuation Periods                                     16 
 Net Investment Factor                                 16 
 Modification of the Contract                          16 
 Right to Revoke                                       16 
Death Provisions for Non-Qualified Contracts           17 
Death Provisions for Qualified Contracts               18 
Ownership                                              18 
Assignment                                             18 
Surrenders                                             18 
Annuity Provisions                                     19 
 Annuity Benefits                                      19 
 Income Date and Settlement Option                     19 
 Change in Income Date and Settlement Option           19 
 Settlement Options                                    19 
 Variable Annuity Payment Values                       20 
 Proof of Age, Sex, and Survival of Annuitant          20 
Suspension of Payments                                 21 
Tax Status                                             21 
 Introduction                                          21 
 Taxation of Annuities in General                      21 
 Qualified Plans                                       22 
 Tax-Sheltered Annuities                               22 
 Individual Retirement Annuities                       23 
 Corporate Pension and Profit-Sharing Plans            23 
 Deferred Compensation Plans with Respect to 
 Service for State and Local Governments               23 
 Texas Optional Retirement Program                     23 
Variable Account Voting Rights                         23 
Distribution of the Contract                           24 
Legal Proceedings                                      24 
Inquiries by Contract Owners                           24 
Table of Contents Statement of Additional Information  24 
Appendix A The Fixed Account (also known as the
 Guaranteed Rate Account)                              25 
Appendix B Prior Contracts of the Variable Account     28
Appendix C Telephone Instructions                      35 
Appendix D Dollar Cost Averaging                       36

GLOSSARY OF SPECIAL TERMS
                     
Accumulation Unit: An accounting unit of measure used to calculate Variable 
Account Value.  
 
Annuitant: The Annuitant is the natural person to whom any annuity payments will
be made starting on the Income Date. The Annuitant may not be over age 80 on the
Issue Date (age 75 for Qualified Contracts).  
 
Contract Anniversary: The same month and day as the Issue Date in each 
subsequent year of the Contract.  
 
Contract Owner: The person (or persons in the case of joint ownership) who
possesses all the ownership rights under the Contract. The primary Owner may not
be over age 80 on the Issue Date (age 75 for Qualified Contracts and age 85 for
a joint Owner). 
 
Contract Value: The sum of the Variable Account Value and the Fixed Account
Value. 

Contract Year: Any period of 12 months commencing with the Issue Date and each
Contract Anniversary thereafter shall be a Contract Year.  
 
Designated Beneficiary: The person who may be entitled to receive benefits
following the death of the Annuitant or Contract Owner. The Designated
Beneficiary will be the first person among the following who is alive on the 
date of death: primary Owner; joint Owner; primary beneficiary; contingent
beneficiary; and if no one is alive, the primary Owner's estate. If the 
primary Owner and joint Owner are both alive, they will be the Designated
Beneficiary together.  
 
Eligible Funds: The mutual funds that are eligible investments for the Variable
Account.  
 
Fixed Account: Part of Keyport's general account into which purchase payments
may be allocated.  
 
Fixed Account Value: The value of all Fixed Account amounts accumulated under 
the Contract prior to the Income Date.  
 
In Force: The status of the Contract before the Income Date so long as it is not
totally surrendered and there has not been a death of the Annuitant or any 
Contract Owner that will cause the Contract to end within at most five years of 
the date of death.  

Income Date: The date on which annuity payments are to begin.  
 
Issue Date: The effective date of the Contract; it is shown on Page 3 of the
Contract.  
 
Non-Qualified Contract: Any Contract that is not issued under a Qualified Plan.
 
Office: Keyport's executive office, which is 125 High Street, Boston, 
Massachusetts 02110.  
 
Qualified Contract: Contracts issued under Qualified Plans.  

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

Surrender Value: The Contract Value less the deductions made upon a total 
surrender of the Contract. See "Surrenders" on Page 19.  

Variable Account: A separate investment account of Keyport, designated on Page
1, into which purchase payments may be allocated.

Variable Account Value: The value of all Variable Account amounts accumulated 
under the Contract prior to the Income Date.  
 
Written Request: A request written on a form satisfactory to Keyport, signed by 
the Contract Owner and a disinterested witness, and filed at Keyport's Office. 

SUMMARY OF EXPENSES
       
The expense summary format below, including the examples, was adopted by the
Securities and Exchange Commission to assist the owner of a variable annuity
contract in understanding the transaction and operating expenses the owner will
directly or indirectly bear under a contract. The values reflect expenses of the
Variable Account as well as the Eligible Funds. The expenses shown for the 
Eligible Funds are from 1995 and the examples should not be considered a 
representation of future expenses.

Contract Owner Transaction Expenses

Sales Load Imposed on Purchases:                          0% 

Maximum Contingent Deferred Sales Charge 
(as a percentage of purchase payments):                   7%1 

   Years from Date of Payment    Sales Charge 

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

Maximum Total Contract Owner Transaction Expenses2 
  (as a percentage of purchase payments):                  7% 
 
Annual Contract Fee                                  $36
 
Variable Account Annual Expenses 
           (as a percentage of average net assets) 

Mortality and Expense Risk Charge:                        1.25% 
Asset-based Sales Charge:                                  .15% 
Total Variable Account Annual Expenses:                   1.40% 
 
SteinRoe Trust and Keyport Trust Annual Expenses3,4
(as a percentage of average net assets) 

        Management   Other        Total Fund
Fund      Fees      Expenses     Operating Expenses

CIF       .50%        .13%         .63%
MSIF      .55         .14          .69
CKGIF     .65         .16          .81
CKSIF     .65         .15          .80  (.94%)4
MAF       .60         .06          .66         
CKUF      .65         .18          .83 
MGSF      .65         .09          .74 
CKUSFG    .80         .20         1.00 (1.07%)4
CAF       .65         .11          .76 
CKIFG     .90         .50         1.40
NKTF      .90         .82         1.72

Example #1   Assuming surrender of the Contract at the end of the periods 
shown.5,6

A $1,000 investment in each Sub-Account listed would be subject to the expenses
shown, assuming 5% annual return on assets. 
 
   Sub-Account     1 Year       3 Years  5 Years 10 Years 

   CIF             $ 91         $ 118    $ 154   $ 301  
   MSIF              92           120      157     309 
   CKGIF             93           123      164     324           
   CKSIF             93           123      164     323
   MAF               92           119      156     305 
   CKUF              93           124      165     327
   MGSF              92           121      160     315 
   CKUSFG            95           129      175     348
   CAF               93           122      161     318 
   CKIFG             99           141      197     397
   NKTF             102           151      213     435

Example #2   Assuming annuitization of the Contract at the end of the periods
shown.5

A $1,000 investment in each Sub-Account listed would be subject to the expenses
shown, assuming 5% annual return on assets. 
 
   Sub-Account  1 Year     3 Years  5 Years 10 Years 

   CIF          $ 21         $ 69    $ 124   $ 301 
   MSIF           22           71      127     309 
   CKGIF          23           75      134     324
   CKSIF          23           74      134     323
   MAF            22           70      126     305 
   CKUF           23           75      135     327 
   MGSF           22           72      130     315 
   CKUSF          25           81      145     348
   CAF            23           73      131     318 
   CKIFG          29           93      167     397  
   NKTF           32          103      184     435

Example #3   Assuming the Contract stays in force through the periods shown.
 
A $1,000 investment in each Sub-Account listed would be subject to the same
expenses shown in Example #2, assuming 5% annual return on assets. 
   
1Contingent Deferred Sales Charges are deducted only if the Contract is fully or
partially surrendered. A surrender will not incur the Charge percentage shown to
the extent the amount of that surrender does not exceed the Contract's increase
in value at the time of surrender or, after the first Contract Year, 10% of the
Contract Value on the prior Contract Anniversary if this 10% amount is greater. 
 
2Keyport reserves the right to impose a transfer fee after prior notice to 
Contract Owners, but currently does not impose any charge. Premium taxes are not
shown. Keyport deducts the amount of premium taxes, if any, when paid unless 
Keyport elects to defer such deduction.  

3Keyport Trust's manager has agreed until 4/30/97 to reimburse all expenses,
including management fees, in excess of the following percentage of the average
annual net assets of each Fund, so long as such reimbursement would not result
in the Fund's inability to qualify as a regulated investment company under the
Internal Revenue Code: .80% for CKSIF; 1.75% for CKIFG and NKTF, and 1.00% for 
CKGIF, CKUF and CKUSFG.  The total percentages shown in the table for CKSIF and
CKUSFG are after expense reimbursement.  Each percentage shown in the 
parentheses is what the total for 1995 would have been in the absence of expense
reimbursement: for CKSIF, .94% and for CKUSFG, 1.07%.

4SteinRoe Trust's adviser has voluntarily agreed until 4/30/97 to reimburse all
expenses, including management fees, in excess of the following percentage of 
the average annual net assets of each Fund, so long as such reimbursement would 
not result in the Fund's inability to qualify as a regulated investment company 
under the Internal Revenue Code: .65% for CIF; .70% for MSIF; .75% for MAF; and
 .80% for MGSF and CAF. 
   
5The annuity is designed for retirement planning purposes. Surrenders prior to 
the Income Date are not consistent with the long-term purposes of the Contract 
and the applicable tax laws.  
 
6The CIF-DCA Sub-Account is not shown because it is available under previously
issued Contracts only for automatic monthly transfers that will deplete a 
Contract Owner's Sub-Account values by the end of either the first or second 
Contract Year. This Sub-Account was not generally available for Contract Owners 
who began automatic monthly transfers after July 31, 1993. See Appendix D on 
Page 36. 

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

The Contract allows Contract Owners to allocate purchase payments to the 
Variable Account and, except for Contracts issued to New Jersey and Washington 
residents, also to the Fixed Account. The Variable Account is a separate 
investment account maintained by Keyport. The Fixed Account is part of Keyport's
general account, which consists of all Keyport's assets except the Variable 
Account and the assets of other separate accounts maintained by Keyport. 
Contract Owners may allocate payments to, and receive annuity payments from, the
Variable Account and/or Fixed Account. If the Contract Owner allocates payments 
to the Variable Account, the accumulation values and annuity payments will 
fluctuate according to the investment performance of the Eligible Funds chosen. 
If the Contract Owner allocates payments to the Fixed Account, the accumulation 
values will increase at guaranteed interest rates and annuity payments will be 
of a fixed amount. (See Appendix A on Page 25 for more information on the Fixed 
Account.) If the Contract Owner allocates payments to both Accounts, then the
accumulation values and annuity payments will be variable in part and fixed in 
part.  
 
The Contract permits purchase payments to be made on a flexible purchase payment
basis. The minimum initial payment is $5,000. The minimum amount for each
subsequent payment is $1,000 or such lesser amount as Keyport may permit from 
time to time (currently $250). (See  Purchase Payments  on Page 9.)  
 
There are no deductions made from purchase payments for sales charges at the 
time of purchase. A Contingent Deferred Sales Charge may be deducted in the 
event of a total or partial surrender (see  Surrenders  on Page 19). The 
Contingent Deferred Sales Charge is based on a graded table of charges. The 
charge will not exceed 7% of that portion of the amount surrendered that 
represents purchase payments made during the seven years immediately preceding
the request for surrender. (See Deductions for Contingent Deferred Sales Charge
on Page 14.)  
 
Keyport deducts a Mortality and Expense Risk Charge, which is equal on an annual
basis to 1.25% of the average daily net asset values in the Variable Account
attributable to the Contracts. (See  Deductions for Mortality and Expense Risk
Charge  on Page 13.) Keyport also deducts a sales charge which is equal on an
annual basis to .15% of the same values. (See  Deductions for Daily Sales Charge
on Page 14.)  
 
Keyport deducts an annual Contract Maintenance Charge (currently $36.00) from 
the Variable Account Value for administrative expenses. Prior to the Income 
Date, Keyport reserves the right to change this charge for future years. (See 
Deductions for Contract Maintenance Charge  on Page 13.)  
 
Premium taxes will be charged against Contract Value. Currently such premium 
taxes range from 0% to 5.0%. (See  Deductions for Premium Taxes  on Page 15.) 
 
There are no federal income taxes on increases in the value of a Contract until 
a distribution occurs, in the form of a lump sum payment, annuity payments, or 
the making of a gift or assignment of the Contract. A federal penalty tax 
(currently 10%) may also apply. (See  Tax Status  on Page 21.)  
 
The Contract allows the Contract Owner to revoke the Contract within 10 days of
delivery (see  Right to Revoke  on Page 16). For most states, Keyport will 
refund the lesser of the initial purchase payment or Contract Value. The 
Contract Owner will thus bear the investment risk during the revocation period. 

                          CONDENSED FINANCIAL INFORMATION
                             Accumulation Unit Values*

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

Cash Income Fund        $12.322          $12.833          1,870,176        1995
("CIF")                  12.036           12.322          2,006,163        1994
                         11.884           12.036          1,406,317        1993
                         11.646           11.884            945,998        1992
                         11.163           11.646          1,090,836        1991
                         10.492           11.163            821,676        1990
                         10.000           10.492            148,835        1989

Cash Income Fund-DCA     11.423           12.063             16,825        1995
("CIF-DCA")              11.004           11.423             46,801        1994
                         10.715           11.004            384,348        1993
                         10.335           10.715          1,228,989        1992
                         10.000           10.355            513,367        1991

Mortgage Securities      14.104           16.099          3,176,177        1995
Income Fund ("MSIF")     14.529           14.104          3,002,643        1994
                         13.865           14.529          3,692,561        1993
                         13.269           13.865          3,006,271        1992
                         11.752           13.269          1,756,957        1991
                         10.923           11.752            601,483        1990
                         10.000           10.923             57,088        1989

Colonial-Keyport Growth  10.207           13.099          3,443,237        1995
and Income Fund          10.428           10.207          2,866,727        1994
("CKGIF")                10.000           10.428          1,221,301        1993

Colonial-Keyport
Strategic Income         10.014           11.684          2,910,213        1995
Fund ("CKSIF")           10.000           10.014            314,502        1994

Managed Assets Fund      15.071           18.650         10,314,629        1995
("MAF")                  15.785           15.071          8,164,856        1994
                         14.646           15.785          7,302,625        1993
                         13.811           14.646          4,438,508        1992
                         10.947           13.811          2,031,594        1991
                         11.183           10.947          1,027,228        1990
                         10.000           11.183            283,776        1989

Colonial-Keyport          8.638           11.514          4,018,271        1995
Utilities Fund ("CKUF")   9.762            8.638          4,028,555        1994
                         10.000            9.762          4,153,150        1993

Managed Growth Stock     16.770           22.780          3,638,901        1995
Fund ("MGSF")            18.158           16.770          3,415,076        1994
                         17.541           18.158          3,278,749        1993
                         16.681           17.541          2,574,438        1992
                         11.426           16.681          1,294,859        1991
                         11.784           11.426            468,587        1990
                         10.000           11.784            135,505        1989

Colonial-Keyport U.S.    10.369           13.263          1,947,382        1995
Fund for Growth          10.000           10.369            442,457        1994
("CKUSFG")

Capital Appreciation     21.192           23.357          4,164,352        1995
Fund ("CAF")             21.236           21.192          4,371,837        1994
                         15.872           21.236          2,769,483        1993
                         14.058           15.872          1,128,248        1992
                         10.386           14.058            683,185        1991
                         11.578           10.386            216,272        1990
                         10.000           11.578             34,624        1989 

Colonial-Keyport          9.314            9.723          1,052,842        1995
International Fund for   10.000            9.314            872,971        1994
Growth ("CKIFG")

Newport-Keyport
Tiger Fund ("NKTF")      10.000           11.445            599,500        1995

*Accumulation Unit values are rounded to the nearest tenth of a cent and numbers
of accumulation units are rounded to the nearest whole number. See Appendix B 
(Page 28) for historical values for the contracts described in that appendix.   
 
**Except for CIF-DCA and the six Keyport Trust Funds, each $10.00 value is as of
May 1, 1989, which is the date the Fund Sub-Account first became available for
Accumulation Units based on a 1.40% asset-based charge. The $10.00 value for 
CIF-DCA, CKGIF and CKUF is as of the date the Fund Sub-Account first became 
available: May 1, 1991; July 1, 1993; and July 1, 1993, respectively. The unit 
values for the CKIFG, CKSIF, CKUSFG and NKTF Sub-Accounts were valued at $10.00 
on May 2, 1994; July 5, 1994, July 5, 1994, and May 1, 1995, respectively.

The full financial statements for the Variable Account and Keyport are in the
Statement of Additional Information.  
 
The Variable Account may from time to time advertise certain performance
information concerning its various Sub-Accounts.  

Keyport and the Variable Account have been offering contracts for periods prior 
to the commencement of the offering of the Contracts described in this 
prospectus. The performance information will be based on historical results of 
Eligible Funds that apply to the Contract for the specified time periods.
  
This performance information is not intended to indicate either past performance
under an actual Contract or future performance. Moreover, the performance
information for each SteinRoe Trust Sub-Account may reflect the investment
experience of the current Eligible Funds and Eligible Funds previously available
under the Variable Account. The Funds of the SteinRoe Variable Investment Trust
replaced these other mutual funds beginning January 1, 1989. These other funds 
had a different investment adviser (Keystone Investments, Inc.) than the 
SteinRoe Trust (Stein Roe & Farnham, Incorporated). See Appendix B on Page 28. 
Performance information for periods prior to May 1, 1989 will reflect historical
asset-based charges that are at a lower level than the current asset-based 
charges.  

The Sub-Accounts, other than CIF Sub-Account, may advertise total return
information for various periods of time. Total return performance information is
based on the overall percentage change in value of a hypothetical investment in 
the specific Sub-Account over a given period of time.  
 
Average annual total return information shows the average percentage change in 
the value of an investment in the Sub-Account from the beginning date of the 
measuring period to the end of that period. This standardized version of average
annual total return reflects all historical investment results, less all charges
and deductions applied against the Sub-Account and a Contract (including any 
Contingent Deferred Sales Charge that would apply if a Contract Owner 
surrendered the Contract at the end of each period indicated). Average total 
return does not take into account any premium taxes and would be lower if 
these taxes were included.
 
In order to calculate average annual total return, Keyport divides the change in
value of a Sub-Account under a Contract surrendered on a particular date by a
hypothetical $1,000 investment in the Sub-Account made by the Contract Owner at 
the beginning of the period illustrated. The resulting total rate for the period
is then annualized to obtain the average annual percentage change during the 
period. Annualization assumes that the application of a single rate of return 
each year during the period will produce the ending value, taking into account 
the effect of compounding.

The Sub-Accounts may present additional total return information computed on a
different basis.
 
First, the Sub-Accounts may present total return information computed on the 
same basis as described above, except deductions will not include the Contingent
Deferred Sales Charge. This presentation assumes that the investment in the
Contract continues beyond the period when the Contingent Deferred Sales Charge
applies, consistent with the long-term investment and retirement objectives of 
the Contract. The total return percentage will thus be higher under this method
than the standard method described above.  
 
Second, the Sub-Accounts may present total return information calculated by
dividing the change in a Sub-Account's Accumulation Unit value over a specified
time period by the Accumulation Unit value of that Sub-Account at the beginning
of the period. This computation results in a 12-month change rate or, for longer
periods, a total rate for the period which Keyport annualizes in order to obtain
the average annual percentage change in the Accumulation Unit value for that
period. The change percentages do not take into account the Contingent Deferred
Sales Charge, the Contract Maintenance Charge and premium taxes. The percentages
would be lower if these charges were included.

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

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

                         KEYPORT AND THE VARIABLE ACCOUNT

Keyport Life Insurance Company was incorporated in Rhode Island in 1957 as a 
stock life insurance company. Its executive and administrative offices are at 
125 High Street, Boston, Massachusetts 02110 and its home office is at 235 
Promenade Street, Providence, Rhode Island 02903.

Keyport writes individual life insurance and individual and group annuity 
contracts on a non-participating basis. Keyport is licensed to do business in 
all states except New York and is also licensed in the District of Columbia 
and the Virgin Islands. Keyport has been rated A+ (Superior) by A.M. Best 
and Company, independent analysts of the insurance industry. Keyport has been 
rated A+ each year since 1976, the first year Keyport was subject to Best's 
alphabetic rating system. Standard & Poor's ( S & P ) has rated Keyport AA- for 
excellent financial security, Moody's has rated Keyport A1 for good financial 
strength and Duff & Phelps has rated Keyport AA- for very high claims paying 
ability. The Best's A+ rating is in the highest rating category, which also 
includes A++. S & P and Duff & Phelps have one rating category above AA and 
Moody's has two rating categories above A. The Moody's 1 modifier signifies that
Keyport is in the higher end of the A category while the S&P and Duff & Phelps
modifier signifies that Keyport is at the lower end of the AA category. These 
ratings merely reflect the opinion of the rating company as to the relative 
financial strength of Keyport and Keyport's ability to meet its
contractual obligations to its policyholders. Even though assets in the Variable
Account are held separately from Keyport's other assets, ratings of Keyport may
still be relevant to Contract Owners since not all of Keyport's contractual
obligations relate to payments based on those segregated assets (e.g., see Death
Provisions  on Pages 17-18 for Keyport's obligation after certain deaths to
increase the Contract Value if it is less than the guaranteed minimum death 
value amount). 

Keyport is one of the Liberty Financial Companies.  Keyport is ultimately
controlled by Liberty Mutual Insurance Company of Boston, Massachusetts, a 
multi-line insurance and financial services institution.
 
The Variable Account was established by Keyport pursuant to the provisions of
Rhode Island Law on January 9, 1980. The Variable Account meets the definition
of separate account under the federal securities laws. The Variable Account is
registered with the Securities and Exchange Commission as a unit investment 
trust under the Investment Company Act of 1940. Such registration does not 
involve supervision of the management of the Variable Account or Keyport by the 
Securities and Exchange Commission.

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

                        PURCHASE PAYMENTS AND APPLICATIONS

The initial purchase payment is due on the Issue Date. The minimum initial 
purchase payment is $5,000. Additional purchase payments can be made at the 
Contract Owner's option. Each subsequent purchase payment must be at least 
$1,000 or such lesser amount as Keyport may permit from time to time (currently 
$250). Keyport may reject any purchase payment.

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

Keyport confirms, in writing, to the Contract Owner the allocation of all 
purchase payments and the re-allocation of values after any requested transfer. 
Keyport must be notified immediately by the Contract Owner of any processing 
error.

Keyport will permit others to act on behalf of an applicant in two instances.
First, Keyport will accept an application for a Contract that contains a 
signature signed under a power of attorney if a copy of that power of attorney 
is submitted with the application. Second, Keyport will issue a Contract that 
is not replacing an existing life insurance or annuity policy without having 
previously received a signed application from the applicant. Certain dealers 
will inform Keyport of an applicant's answers to the questions in the 
application by telephone or by order ticket and cause the initial purchase 
payment to be paid to Keyport. If the information is in good order, Keyport will
issue the Contract with a copy of an application completed with that 
information. The Contract will be delivered to the Contract Owner with a letter 
from Keyport that will give the Contract Owner an opportunity to respond to 
Keyport if any of the application information is incorrect. Alternatively, 
Keyport's letter may request the Contract Owner to confirm the correctness of 
the information by signing either a copy of the application or a Contract 
delivery receipt that ratifies the application in all
respects (in either case, a copy of the signed document would be returned to
Keyport for its permanent records). All purchases are confirmed, in writing,
to the applicant by Keyport. Keyport's liability under a Contract extends only 
to amounts so confirmed.

                        INVESTMENTS OF THE VARIABLE ACCOUNT

                         Allocations of Purchase Payments

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

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

Eligible Funds of SteinRoe Variable Investment Trust       Sub-Accounts

Cash Income Fund ("CIF")                                   CIF and CIF-DCA Sub-
                                                           Accounts* 
Mortgage Securities Income Fund ("MSIF")                   MSIF Sub-Account 
Managed Assets Fund ("MAF")                                MAF Sub-Account
Managed Growth Stock Fund ("MGSF")                         MGSF Sub-Account 
Capital Appreciation Fund ("CAF")                          CAF Sub-Account 

Eligible Funds of Keyport Variable Investment Trust        Sub-Accounts

Colonial-Keyport Growth and Income Fund ("CKGIF")          CKGIF Sub-Account
Colonial-Keyport Strategic Income Fund ("CKSIF")           CKSIF Sub-Account
Colonial-Keyport Utilities Fund ("CKUF")                   CKUF Sub-Account 
Colonial-Keyport U.S. Fund for Growth ("CKUSFG")           CKUSFG Sub-Account
Colonial-Keyport International Fund for Growth ("CKIFG")   CKIFG Sub-Account
Newport-Keyport Tiger Fund ("NKTF")                        NKTF Sub-Account
 
* The CIF-DCA Sub-Account is available only under previously issued Contracts 
that allocated the initial purchase payment under Keyport's Value-Added Dollar 
Cost Averaging program. This Sub-Account was not generally available after 
July 31, 1993 for the allocation of any payment. See Appendix D on Page 36.

                                  Eligible Funds

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

Stein Roe & Farnham Incorporated ("Stein Roe") is the investment adviser for 
each Eligible Fund of SteinRoe Trust. In 1986, Stein Roe was organized and 
succeeded to the business of Stein Roe & Farnham, a partnership. Stein Roe is an
affiliate of Keyport. Stein Roe and its predecessor have provided investment 
advisory and administrative services since 1932.

Keyport Advisory Services Corp. ("KASC"), a subsidiary of Keyport, is the 
manager for Keyport Trust and its Eligible Funds. Colonial Management 
Associates, Inc. ("Colonial"), an affiliate of Keyport, serves as sub-adviser 
for the Eligible Funds (except for Newport-Keyport Tiger Fund). Colonial has 
provided investment advisory services since 1931. The portfolio of the 
Colonial-Keyport U.S. Fund for Growth is managed by State Street Global Advisors
a division of State Street Bank and Trust Company. Newport Fund Management, 
Inc., an affiliate of Keyport, serves as sub-adviser for the Newport-Keyport 
Tiger Fund.

The investment objectives of the Eligible Funds are briefly described below. 
More detailed information, including investor considerations related to the 
risks of investing in a particular Eligible Fund, may be found in the current 
prospectus for that Fund. An investor should read that prospectus carefully 
before selecting a fund for investing. The prospectus is available, at no 
charge, from a salesperson or by writing Keyport at the address shown on Page 1 
or by calling (800) 437-4466. 

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

Cash Income Fund
(CIF and CIF-DCA Sub-Accounts)* High current income from short-term money market
                                instruments while emphasizing preservation of
                                capital and maintaining excellent liquidity.

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

Managed Assets Fund
(MAF Sub-Account)               High total investment return through investment
                                in a changing mix of securities.

Managed Growth Stock Fund
(MGSF Sub-Account)              Long-term growth of capital through investment
                                primarily in common stocks.

Capital Appreciation Fund
(CAF Sub-Account)               Capital growth by investing primarily in common
                                stocks, convertible securities, and other
                                securities selected for prospective capital
                                growth.

*The CIF-DCA Sub-Account was not generally available after July 31, 1993 for the
allocation of an initial purchase payment. See Appendix D on Page 36.

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

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

Colonial-Keyport Strategic Income
Fund (CKSIF Sub-Account)             A high level of current income, as is
                                     consistent with  prudent risk, and
                                     maximizing total return, by diversifying
                                     investments primarily in U.S. and foreign
                                     government and high yield, high risk
                                     corporate debt securities.  The Fund may
                                     invest a substantial portion of its assets
                                     in high yield, high risk bonds (commonly
                                     referred to as "junk bonds").

Colonial-Keyport Utilities Fund
(CKUF Sub-Account)                   Primarily current income and, secondarily,
                                     long-term capital growth.

Colonial-Keyport U.S. Fund for
Growth (CKUSFG Sub-Account)          Growth exceeding over time the S&P 500 
                                     Index (Standard & Poor's Corporation 
                                     Composite Stock Price Index) performance.

Colonial-Keyport International Fund
for Growth (CKIFG Sub-Account)       Long-term capital growth, by investing
                                     primarily in non-U.S. equity securities.
                                     The Fund is non-diversified and may invest
                                     more than 5% of its total assets in the
                                     securities of a single issuer, thereby
                                     increasing the risk of loss compared to a
                                     diversified fund.

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

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

SteinRoe Variable Investment Trust is a funding vehicle for variable annuity
contracts and variable life insurance policies offered by separate accounts of
Keyport and of insurance companies affiliated and unaffiliated with Keyport.
Keyport Variable Investment Trust is a funding vehicle for variable annuity
contracts and variable life insurance policies offered by separate accounts of
Keyport and of insurance companies affiliated with Keyport. The risks involved 
in this mixed and shared funding are disclosed in the Trusts' prospectuses under
the caption "The Trust".

                               Dollar Cost Averaging

Keyport offers a dollar cost averaging program that Contract Owners may 
participate in by Written Request. The program periodically transfers 
Accumulation Units from the CIF Sub-Account or the One-Year Guarantee Period of
the Fixed Account to other Sub-Accounts selected by the Contract Owner. The 
program allows a Contract Owner to invest in non-"money market" Sub-Accounts 
over time rather than having to invest in those Sub-Accounts all at once. The 
program is available for initial and subsequent purchase payments and for 
Contract Value transferred into the CIF Sub-Account or One-Year Guarantee Period
Under the program, Keyport makes automatic transfers on a periodic basis out of 
the CIF Sub-Account or the One-Year Guarantee Period into one or more of the 
other available Sub-Accounts (Keyport reserves the right to limit the number of 
Sub-Accounts the Contract Owner may choose but there are currently no limits).
The One-Year Guarantee Period option of the program is not available under 
Contracts issued to New Jersey and Washington residents.

A transfer under the program will not be counted as a transfer for purposes of 
the limitations in "Transfer of Variable Account Value" below. The automatic 
transfer program does not guarantee a profit nor does it protect against loss 
in declining markets. The program is described in detail in Appendix D on Page 
36. Appendix D also describes the Value-Added Dollar Cost Averaging Program
(with its CIF-DCA Sub-Account), which was not generally available after July 31,
1993 for the allocation of an initial purchase payment.

                        Transfer of Variable Account Value

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

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

Currently, Keyport is not charging a transfer fee but it is limiting transfers 
to 12 per calendar year except as follows. For transfers under different 
Contracts that are being requested under powers of attorney with a common 
attorney-in-fact or that are, in Keyport's determination, based on the 
recommendation of a common investment adviser or broker/dealer, the transfer 
limitation is instead one transfer every 30 days.

Regardless of which transfer limitation is applicable, Keyport is also limiting
each transfer to a maximum of $500,000. All transfers requested for a Contract 
on the same day will be treated as a single transfer and the total combined 
transfer amount will be subject to the $500,000 limitation. If the $500,000 
limitation is exceeded, no amount of the transfer will be executed by Keyport.

In applying the limitation of 12 transfers in a year of up to $500,000 apiece,
Keyport may treat as one transfer all transfers requested by a Contract Owner 
for multiple Contracts he or she owns. If the $500,000 limitation is exceeded 
for multiple transfers requested on the same day that are treated as a single 
transfer, no amount of the transfer will be executed by Keyport.

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

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

Contract Owners will be notified, in advance, of the imposition of any transfer 
fee or of a change in the limitation on the number of transfers. Keyport does 
not guarantee any maximum transfer fee that it may charge, but the fee will not 
exceed the cost of effecting a transfer. Contracts delivered in Pennsylvania, 
South Carolina and Texas contain a stated maximum of $15 per transfer.

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

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

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

         Substitution of Eligible Funds and Other Variable Account Changes

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

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

                                    DEDUCTIONS

                    Deductions for Contract Maintenance Charge

Keyport has responsibility for all administration of the Contracts and the 
Variable Account. This administration includes, but is not limited to, 
preparation of the Contracts, maintenance of Contract Owners' records, and all 
accounting, valuation, regulatory and reporting requirements. Keyport makes a 
Contract Maintenance Charge for such services. At the present time the Contract 
Maintenance Charge is $36.00 per Contract Year. PRIOR TO THE INCOME DATE THE 
CONTRACT MAINTENANCE CHARGE IS NOT GUARANTEED AND MAY BE CHANGED BY KEYPORT. The
Contract Maintenance Charge of any Contract delivered in Pennsylvania, South
Carolina, or Texas may not be changed by Keyport to exceed $100 per year. There 
is no such limit under Contracts delivered in other jurisdictions, but the 
charge will not exceed the yearly costs of administering the Contract.

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

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

                 Deductions for Mortality and Expense Risk Charge

Although variable annuity payments made to Annuitants will vary in accordance 
with the investment performance of the investments of the Variable Account, they
will not be affected by the mortality experience (death rate) of persons 
receiving such payments or of the general population. Keyport guarantees certain
total surrenders after the death of the Annuitant or Contract Owner will not 
result in payments that are reduced by a Contingent Deferred Sales Charge or in 
payments that are lower than the amount of purchase payments less any prior 
partial surrenders. Keyport assumes an expense risk since the Con-tract 
Maintenance Charge after the Income Date will stay the same and not be affected 
by variations in expenses.

To compensate it for assuming these mortality and expense risks, for each 
Valuation Period Keyport deducts from each Sub-Account (other than the CIF-DCA 
Sub-Account from which no deduction is made) a Mortality and Expense Risk Charge
equal on an annual basis to 1.25% of the average daily net asset value of the 
Sub-Account. The charge is deducted during both the accumulation and annuity 
periods (i.e., both before and after the Income Date). Less than the full charge
will be deducted from Sub-Account values attributable to Contracts issued to 
employees of Keyport and other persons specified in  Distribution of the 
Contract  on Page 24. 

                         Deductions for Daily Sales Charge

Keyport also deducts from each Sub-Account (other than the CIF-DCA Sub-Account 
from which no deduction is made) each Valuation Period a sales charge equal on 
an annual basis to 0.15% of the average daily net asset value of the Sub-
Account. This charge compensates Keyport for certain sales distribution expenses
relating to the Contract.

This charge will not be deducted from Sub-Account values attributable to 
Contracts that have reached the maximum cumulative sales charge limit defined in
the next section and to Contracts issued to employees of Keyport and other 
persons specified in  Distribution of the Contract  on Page 24. The charge is 
also not deducted from Sub-Account values attributable to Annuity Units. Keyport
may decide not to deduct the charge from Sub-Account values attributable to a 
Contract issued in an internal exchange or transfer of an annuity contract of 
Keyport's general account. 

                  Deductions for Contingent Deferred Sales Charge

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

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

A surrender in any Contract Year will be free of Contingent Deferred Sales 
Charge to the extent the surrender amount does not exceed the Contract's 
increase in value at that time. The increase in value is equal to: the Contract 
Value at the time of surrender; less that portion of purchase payments that are 
still remaining at the time of surrender.

After the first Contract Year, Keyport guarantees that a minimum amount of 
Contract Value will be free of Contingent Deferred Sales Charge each year. This 
amount is equal to 10% of the Contract Value at the beginning of each 
Contract Year (i.e., on the Contract Anniversary). This 10% amount will be 
reduced by the amount of each surrender in a year that represents the Contract's
increase in value. The portion of any surrender in excess of this increase
in value but not in excess of the remaining 10% amount will be free of 
Contingent Deferred Sales Charge. This portion will be deducted from the 
purchase payments in chronological order from the oldest to the most recent 
until the amount is fully deducted. Any amount so deducted will not be subject
to a charge.

The following additional amounts will be deducted from the purchase payments in 
the same chronological order: the amount of any surrender in the first Contract 
Year in excess of the Contract's increase in value at the time of surrender; and
the amount of any surrender in any later Contract Year in excess of the 
Contract's increase in value at the time of surrender (or in excess of the 10% 
limit if it applies). The Contingent Deferred Sales Charge for each purchase 
payment from which a deduction is made will be equal to (a) multiplied by (b), 
where:

(a)  is the amount so deducted; and

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

The applicable Contingent Deferred Sales Charges for each purchase payment are 
then totalled. The lesser of this total amount and the Contract's maximum 
cumulative sales charge will be deducted from the Contract Value in the same 
manner as the surrender amount. The maximum cumulative sales charge is equal to 
(a) less (b), where (a) is 8.5% of the total purchase payments made to the 
Contract and (b) is the sum of all prior Contingent Deferred Sale Charge 
deductions from the Contract Value and all prior Variable Account sales charges 
applicable to the Contract from the 0.15% sales charge factor. After each 
surrender, Keyport's records will be adjusted to reflect any deductions made
from the applicable purchase payments.

Example: Two purchase payments were made one year apart for $5,000 and $7,000. 
The Contract Value has grown to an assumed $13,200 when the Owner decides to 
withdraw $8,000. The Contract Value at the beginning of the Contract Year of 
surrender was $13,000. The Contingent Deferred Sales Charge percentages at the 
time of surrender are an assumed 5% for the $5,000 payment and 6% for the $7,000
payment. The portion of the surrender representing the Contract's increase in 
value ($13,200 less $12,000, or $1,200) would not be subject to charges. Since 
$1,200 is less than the amount guaranteed not to have charges (10% of $13,000, 
or $1,300), an additional $100 would not be subject to charges. This $100 would 
be deducted from the oldest purchase payment, reducing it from $5,000 to $4,900.
The $1,200 increase in value plus the additional $100 leaves $6,700 ($8,000 
$1,200  $100) to be deducted. This $6,700 would be deducted from the $4,900 of 
the first payment still left and $1,800 of the second payment. The total 
Contingent Deferred Sales Charge would be $4,900 multiplied by the applicable 
5% and $1,800 times the applicable 6%, or a total of $353. The sales charge 
records would now reflect $0 for the 1st payment and $5,200 for the 2nd payment.
The $8,000 requested plus the $353 charge would be deducted from Contract Values
under the rules specified in the  Surrenders  section on Page 19.

The Contingent Deferred Sales Charge, when it is applicable, will be used to 
cover the expenses of selling the Contract, including compensation paid to 
selling dealers and the cost of sales literature. Any expenses not covered by 
the Charge will be paid from Keyport's general account, which may include monies
deducted from the Variable Account for the Mortality and Expense Risk Charge. A 
dealer selling the Contract can receive up to 6% of purchase payments with 
additional compensation later based on the Contract Value of those payments. 
During certain time periods selected by Keyport and the Principal Underwriter, 
the percentage may increase to 6.25%.

The Contingent Deferred Sales Charge will be eliminated under Contracts issued 
to employees of Keyport and other persons specified in  Distribution of the 
Contract on Page 24.

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

Keyport may establish a program to allow a Contract Owner to request systematic
partial surrenders in the first Contract Year up to a total of 10% of the 
initial purchase payment to the Contract. Under such a program, Keyport may 
waive the Contingent Deferred Sales Charge on the amount of any partial 
surrender that is in excess of the Contract's increase in value (defined in 
the third paragraph of this section) at the time the surrender occurs. Any such 
excess surrender amount will not be deducted from the initial purchase payment 
under the procedure described in the fourth paragraph of this section. 
This means that the waiver of Contingent Deferred Sales Charge is not a 
permanent waiver and the Charge can potentially be collected by Keyport in the 
event the Contract Owner later makes a non-systematic partial or total 
surrender.

                Deductions for Transfers of Variable Account Value

The Contract allows Keyport to charge a transfer fee. Currently no fee is being
charged. Contract Owners will be notified, in advance, of the imposition of any
fee. Keyport does not guarantee any maximum transfer fee that it may charge, but
the fee will not exceed the cost of effecting a transfer. Contracts delivered in
Pennsylvania, South Carolina and Texas contain a stated maximum of $15 per
transfer. 

                           Deductions for Premium Taxes

Keyport deducts the amount of any premium taxes levied by any state or 
governmental entity when paid unless Keyport elects to defer such deduction. It 
is not possible to describe precisely the amount of premium tax payable on any 
transaction involving the Contract offered hereby. Such premium taxes depend, 
among other things, on the type of Contract (Qualified or Non-Qualified), on the
state of residence of the Contract Owner, the state of residence of the 
Annuitant, the status of Keyport within such states, and the insurance tax laws 
of such states. Currently such premium taxes range from 0% to 5.0% of either 
total purchase payments or Contract Value.

                            Deductions for Income Taxes

Keyport will deduct from any amount payable under the Contract any income taxes
that a governmental authority requires Keyport to withhold with respect to that
amount. See  Income Tax Withholding  and  Tax-Sheltered Annuities  on Page 22.

                                  Total Expenses

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

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

                                   THE CONTRACTS

                              Variable Account Value

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

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

                                 Valuation Periods

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

                               Net Investment Factor

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

When Keyport first purchased Eligible Fund shares on behalf of the Variable
Account, Keyport valued each Accumulation Unit at $10. The Unit value for each 
Sub-Account in any Valuation Period thereafter is determined by multiplying the 
value for the prior period by a net investment factor. This factor may be 
greater or less than 1.0; therefore, the Accumulation Unit may increase or 
decrease from Valuation Period to Valuation Period. Keyport calculates a net
investment factor for each Sub-Account by dividing (a) by (b) and then sub-
tracting (c) (i.e., (a / b)   c),where:

(a) is equal to:

 (i)    the net asset value per share of the Eligible Fund at the end of the
        Valuation Period; plus
 
 (ii)   the per share amount of any distribution made by the Eligible Fund if
        the  ex-dividend  date occurs during that same Valuation Period.  
(b)     is the net asset value per share of the Eligible Fund at the end of the
        prior Valuation Period.

(c)     is equal to:

 (i)        the Valuation Period equivalent of the 1.25% per year Mortality and
            Expense Risk Charge; plus

 (ii)       the Valuation Period equivalent of the .15% per year sales charge;
            plus

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

For the CIF-DCA Sub-Account only, (c)(i) and (c)(ii) above are not applicable.

If a Contract ever reaches the maximum cumulative sales charge limit defined in
Deductions for Contingent Deferred Sales Charge, Unit values without (c)(ii)
above will be used thereafter. For Contracts issued to employees of Keyport and
other persons specified in  Distribution of the Contract on Page 24, Unit values
with .35% in (c)(i) above and without (c)(ii) above will be used. Unit values
without (c)(ii) above may be used for certain Contracts issued in an internal
exchange or transfer (see  Deductions for Daily Sales Charges  on Page 14). 

                           Modification of the Contract

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

                                  Right to Revoke

The Contract Owner may return the Contract within 10 days after he or she 
receives it by delivering or mailing it to Keyport's Office. The return of the 
Contract by mail will be effective when the postmark is affixed to a properly 
addressed and postage-prepaid envelope. The returned Contract will be treated 
as if Keyport never issued it and Keyport will refund: (a) the initial purchase 
payment for Contracts delivered in Connecticut, Georgia, Idaho, North Carolina,
South Carolina, Utah, Washington and West Virginia; (b) the Contract Value for 
Contracts delivered in Arizona, California if the Contract Owner is age 60 or 
older (see below), Kansas, Minnesota, North Dakota and Pennsylvania; and (c) the
lesser of the initial purchase payment or the Contract Value for Contracts 
delivered elsewhere, including in California if the Contract Owner is under age 
60.

For Contracts delivered in California to a Contract Owner age 60 or older, the
Contract Owner may return the Contract to Keyport's Office or to the agent from
whom the Contract was purchased. If the Contract is received at Keyport's Office
or by the agent within 30 days after the Owner receives the Contract, Keyport 
will refund the Contract Value.

                   DEATH PROVISIONS FOR NON-QUALIFIED CONTRACTS

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

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

The covered person under this paragraph shall be the primary Owner or, if there
is a non-natural Owner such as a trust, the Annuitant shall be the covered 
person. If the covered person dies, the Contract Value will be increased, as 
provided below, if it is less than the guaranteed minimum death value amount 
("GMDV"). Except for certain previously issued Contracts, the GMDV is the 
greater of:

 (a)  the sum of all purchase payments made through the date of death, less 
      all partial surrenders made through the date of death; and

 (b)  Keyport will compute an "Anniversary Value" for each Contract Anniversary
      (if any) before the 81st birthday of the covered person and Keyport will
      use the greatest of such "Anniversary Values".  The "Anniversary Value"
      for each applicable Contract Anniversary initially equals the Contract
      Value on that Anniversary.  It is then increased by any purchase payments
      made from that Anniversary until the date of death, and decreased by the
      following amount at the time of each partial surrender made from that
      Anniversary until the date of death:  the partial surrender amount divided
      by the Contract Value right before the surrender, multiplied by the
      "Anniversary Value" right before the surrender.

The GMDV will be different for any Contract issued on or after July 1, 1993 
using application form number FLEX-APP(REV)3, FLEX-APP-OH(REV)3 or 
FLEX-APP-PA(REV)3, but before the later of July 5, 1994 and the date Keyport 
changed the death provisions in the state of issue of a Contract (you or your 
agent may call 800-437-4466 to see when the change was made in your state).  The
GMDV for such a Contract is the greatest of (a) above, (b) above, and (c) 
the Contract Value on the seventh Contract Anniversary, plus any purchase 
payments made from that Anniversary until the date of death, less any partial 
surrenders made from that Anniversary until the date of death. The GMDV for any 
other Contract issued before May 1, 1996 is the greater of (a) and (c) above.

When Keyport receives due proof of the covered person's death, Keyport will
compare, as of the date of death, the Contract Value to the GMDV. If the 
Contract Value was less than the GMDV, Keyport will increase the current 
Contract 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 Contract Value until Keyport receives due proof of death. The amount to 
be credited will be allocated to the Variable Account and/or the Fixed Account 
based on the purchase payment allocation selection that is in effect when 
Keyport receives due proof of death. Whether or not the Contract Value is 
increased because of this minimum death provision, the Designated Beneficiary 
may surrender the Contract within 90 days of the date of the covered person's 
death for the Contract Value (i.e., any applicable Contingent Deferred Sales 
Charge will be waived). For a surrender after 90 days and for a surrender at 
any time after the death of a non-covered person, the Surrender Value is 
payable instead. If the Contract is not surrendered, it will stay in force
for the time period specified below.

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

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

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

Death of Certain Non-Owner Annuitant.  These provisions apply if, before the 
Income Date while the Contract is In Force, (a) the Annuitant dies, (b) the 
Annuitant is not an Owner, and (c) the Owner is a natural person. The Contract 
will continue in force after the Annuitant's death. The new Annuitant will be 
any living contingent annuitant, otherwise the primary Owner.

                     DEATH PROVISIONS FOR QUALIFIED CONTRACTS
 
Death of Annuitant.  If the Annuitant dies before the Income Date while the
Contract is In Force, the Designated Beneficiary will control the Contract after
such a death. The Contract Value will be increased, as provided below, if it is
less than the guaranteed minimum death value amount ( GMDV ). The GMDV is the
amount defined on page __.  When Keyport receives due proof of the Annuitant's
death, Keyport will compare, as of the date of death, the Contract Value to the
GMDV. If the Contract Value was less than the GMDV, Keyport will increase the
current Contract 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 Contract Value until Keyport receives due proof of death. The 
amount to be credited will be allocated to the Variable Account and/or the 
Fixed Account based on the purchase payment allocation selection that is in 
effect when Keyport receives due proof of death. Whether or not the Contract 
Value is increased because of this minimum death provision, the Designated 
Beneficiary may surrender the Contract within 90 days of the date of the 
Annuitant's death for the Contract Value (i.e., any applicable Contingent 
Deferred Sales Charge will be waived). For a surrender after 90 days, the 
Surrender Value is payable instead.

If the Contract is not surrendered, it can stay in force 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 surrenders or
the right to totally surrender the contract for its Surrender Value. If the
Contract is still in force at the end of the period, Keyport will automatically 
end it then by paying the Contract Value to the Designated Beneficiary. If the
Designated Beneficiary is not alive then, Keyport will pay any person(s) named 
by the Designated Beneficiary in a Written Request; otherwise the Designated
Beneficiary's estate.

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

                                     OWNERSHIP

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

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

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

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

                                    ASSIGNMENT

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

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

                                    SURRENDERS

The Contract Owner may partially surrender the Contract. Keyport must receive a
Written Request and the minimum amount to be surrendered must be at least $300 
or such lesser amount as Keyport may permit in conjunction with a program of
systematic partial surrenders. If the Contract Value after a partial surrender
would be below $2,500, Keyport will treat the request as a surrender of only the
excess amount over $2,500. The amount surrendered will include any applicable
Contingent Deferred Sales Charge and therefore the amount actually surrendered 
may be greater than the amount of the surrender check requested. Unless the 
request specifies otherwise, the total amount surrendered will be deducted from 
all Sub-Accounts of the Variable Account in the proportion that the value in 
each Sub-Account bears to the total Variable Account Value. If there is no 
value, or insufficient value, in the Variable Account, then the amount 
surrendered, or the insufficient portion, will be deducted from the Fixed 
Account.

The Contract Owner may totally surrender the Contract by making a Written 
Request. Surrendering the Contract will end it. The Surrender Value is equal to 
the Contract Value for the Valuation Period during which Keyport has received 
the request less: the Contract Maintenance Charge if there is any Variable 
Account Value; any applicable Contingent Deferred Sales Charge; and any 
applicable premium taxes not previously deducted.

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

Settlement Options based on life contingencies cannot be surrendered after 
annuity payments have begun. Settlement Option 1, which is not based on life 
contingencies, may be surrendered as described on Page 20.

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

                                ANNUITY PROVISIONS

                                 Annuity Benefits

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

                         Income Date and Settlement Option

The Contract Owner may select an Income Date and Settlement Option at the time 
of application. If the Contract Owner does not select a Settlement Option, 
Option 2 will automatically be designated. If the Contract Owner does not 
select an Income Date for the Annuitant, the Income Date will automatically be 
the first day of the calendar month following the later of the Annuitant's 75th 
birthday or the 10th Contract Anniversary.

                    Change in Income Date and Settlement Option

The Contract Owner may choose or change a Settlement Option or the Income Date 
by making a Written Request to Keyport at least 30 days prior to the Income 
Date. However, any Income Date must be: (a) for variable annuity payment 
options, not earlier than the second calendar month after the Issue Date (e.g., 
if the Issue Date is in January, the earliest Income Date is March 1); (b) for 
fixed annuity options, not earlier than the first calendar month after the end 
of the first Contract Year; (c) not later than the calendar month after the 
Annuitant's 90th birthday; and (d) the first day of a calendar month.

                                Settlement Options

The payment options are:

 Option 1: Income for a Fixed Number of Years;

 Option 2: Life Income with 10 Years of Payments Guaranteed; and

 Option 3: Joint and Last Survivor Income.

Other options may be arranged by mutual consent. Each option is available in two
forms as a variable annuity for use with the Variable Account and as a fixed
annuity for use with the Fixed Account. Variable annuity payments will fluctuate
while fixed annuity payments will not. (See Appendix A on Page 25 for a 
discussion of fixed annuity payments.) Unless the Owner chooses otherwise, 
Variable Account Value will be applied to a variable annuity option and Fixed 
Account Value will be applied to a fixed annuity option. Whether variable or 
fixed, the same Contract Value applied to each option will produce a different 
initial annuity payment as well as different subsequent payments.

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

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

Option 1: Income For a Fixed Number of Years. Keyport will pay an annuity for a
chosen number of years, not less than 5 nor over 50 (a period of years over 30 
may be chosen only if it does not exceed the difference between age 100 and the
Annuitant's age on the date of the first payment).  At any time while variable
annuity payments are being made, the payee may elect to receive the following
amount: (a) the present value of the remaining payments, commuted at the 
interest rate used to create the annuity factor for this option (this interest 
rate is 6% per year (5% per year for Oregon Contracts), unless 3% per year is 
chosen by Written Request); less (b) any Contingent Deferred Sales Charge due by
treating the value defined in (a) as a total surrender. (See  Deductions for 
Contingent Deferred Sales Charge  on Page 14). Instead of receiving a lump sum, 
the payee can elect another payment option and the amount applied to the option 
will not be reduced by the charge defined in (b) above. If, at the death of the 
payee, Option 1 payments have been made for less than the chosen number of 
years:

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

(b)   that successor payee may elect to receive in a lump sum the present value
      of the remaining payments, commuted at the interest rate used to create
      the annuity factor for this option. For the variable annuity, this
      interest rate is 6% per year (5% per year for Oregon Contracts), unless
      3% per year is chosen by Written Request.

The Mortality and Expense Risk Charge is deducted during the Option 1 payment
period but Keyport has no mortality risk during this period.

Keyport has available a "level monthly" payment option that can be chosen for
variable payments under Option 1. Under this option, the monthly payment amount
changes every 12 months instead of every month as would be the case under the
standard monthly payment frequency. The "level monthly" option converts an 
annual payment amount into 12 equal monthly payments as follows. Each annual
payment will be determined as described in "Variable Annuity Payment Values" on 
page 29.  Each annual payment will then be placed in Keyport's general account, 
from which it will be paid out in twelve equal monthly payments.  The sum of the
twelve monthly payments will exceed the annual payment amount because of an 
interest rate factor used by Keyport that will vary from year to year.  If the 
payments are commuted, (1) the commutation method described above for 
calculating the present value of remaining payments applies to any remaining 
annual payments and (2) any unpaid monthly payments out of the current twelve 
will be commuted at the interest rate that was used to determine those twelve 
current monthly payments.

See "Annuity Payments" on page __ for the manner in which Option 1 may be taxed.

Option 2: Life Income with 10 Years of Payments Guaranteed. Keyport will pay an
annuity during the lifetime of the payee. If, at the death of the payee, 
payments have been made for less than 10 years:

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

(b)   that successor payee may elect to receive in a lump sum the present value
      of the remaining payments, commuted at the interest rate used to create
      the annuity factor for this option. For the variable annuity, this
      interest rate is 6% per year (5% per year for Oregon Contracts), unless
      3% per year is chosen by Written Request.

The amount of the annuity payments will depend on the age of the payee at the 
time annuity payments are to begin and it may also depend on the payee's sex.
  
Option 3: Joint and Last Survivor Income. Keyport 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 at the 
time annuity payments are to begin 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 THE PAYEES BOTH DIE AFTER RECEIPT OF THE SECOND PAYMENT AND SO ON.

                          Variable Annuity Payment Values

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

                   Proof of Age, Sex, and Survival of Annuitant

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

                             SUSPENSION OF PAYMENTS

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

                                    TAX STATUS

                                   Introduction

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

                         Taxation of Annuities in General

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

Surrenders, Assignments and Gifts. A Contract Owner who fully surrenders his or 
her Contract is taxed on the portion of the payment that exceeds his or her cost
basis in the Contract. For Non-Qualified Contracts, the cost basis is generally 
the amount of the purchase payments made for the Contract and the taxable 
portion of the surrender payment is taxed as ordinary income. For Qualified 
Contracts, the cost basis is generally zero and the taxable portion of the 
surrender payment is generally taxed as ordinary income subject to special 5-
year income averaging. A Designated Beneficiary receiving a lump sum surrender 
benefit after the death of the Annuitant or Owner is taxed on the portion of the
amount that exceeds the Contract Owner's cost basis in the Contract. 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 Contracts, 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 surrenders received under Non-Qualified Contracts prior to annuitization
are first included in gross income to the extent Contract Value exceeds purchase
payments. Then, to the extent the Contract Value does not exceed purchase pay-
ments, such surrenders are treated as a non-taxable return of principal to the 
Contract Owner. For partial surrenders under a Qualified Contract, 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 Contracts is 
generally zero, partial surrender amounts will generally be fully taxed as 
ordinary income.

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

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

Annuity Payments. The non-taxable portion of each variable annuity payment is
determined by dividing the cost basis of the Contract by the total number of
expected payments while the non-taxable portion of each fixed annuity payment is
determined by an  exclusion ratio  formula which establishes the ratio that the
cost basis of the Contract 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 Contracts,
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 under 
commutable options 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 Option 1,
pursuant to which each annual payment is placed in Keyport's general account and
paid out with interest in twelve equal monthly payments, it is possible the IRS
could determine that receipt of the first monthly payout of each annual payment
is constructive receipt of the entire annual payment. Thus, the total taxable 
amount for each annual payment would be accelerated to the time of the first 
monthly payout and reported in the tax year in which the first monthly payout is
received.

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

Income Tax Withholding. Keyport is required to withhold federal income taxes on
taxable amounts paid under Contracts unless the recipient elects not to have
withholding apply. Keyport will notify recipients of their right to elect not to
have withholding apply. See  Tax-Sheltered Annuities  (TSAs) on page 22 for an
alternative type of withholding that may apply to distributions from TSAs that 
are eligible for rollover to another TSA or an individual retirement annuity or 
account (IRA).

Section 1035 Exchanges. A Non-Qualified Contract may be purchased with proceeds
from the surrender of an existing annuity contract. Such a transaction may 
qualify as a tax-free exchange pursuant to Section 1035 of the Code. It is 
Keyport's understanding that in such an event: (a) the new Contract will be 
subject to the distribution-at-death rules described in  Death Provisions for
Non-Qualified Contracts  on Page 17; (b) purchase payments made between 8/14/82 
and 1/18/85 and the income allocable to them will, following an exchange, no 
longer be covered by a grandfathered  exception to the penalty tax for a 
distribution of income that is allocable to an investment made over ten 
years prior to the distribution; and (c) purchase payments made before 8/14/82 
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 surrenders are 
treated first as a non-taxable return of principal and then a taxable return 
of income; and (iii) assignments are not treated as surrenders subject to 
taxation. Keyport's understanding of the above is principally based on 
legislative reports prepared by the Staff of the Congressional Joint
Committee on Taxation.

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

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

                                  Qualified Plans

The Contract is designed for use with several types of Qualified Plans. The tax
rules applicable to participants in such Qualified Plans vary according to the 
type of plan and the terms and conditions of the plan itself. Therefore, no 
attempt is made herein to provide more than general information about the use of
the Contract with the various types of Qualified Plans. Participants under such 
Qualified Plans as well as Contract 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 Contract issued in 
connection therewith. Following are brief descriptions of the various types of 
Qualified Plans and of the use of the Contract in connection therewith. 
Purchasers of the Contract should seek competent advice concerning the terms 
and conditions of the particular Qualified Plan and use of the Contract 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 Contract or otherwise, only (a) 
when the employee attains age 59-1/2, separates from service, dies or becomes 
totally and permanently disabled (within the meaning of Section 72(m)(7) of the 
Code) or (b) in the case of hardship. A hardship distribution must be of 
employee contributions only and not of any income attributable to such 
contributions. Section 403(b)(11) does not apply to distributions attributable 
to assets held as of December 31, 1988. Thus, it appears that the law's 
restrictions would apply only to distributions attributable to contributions 
made after 1988, to earnings on those contributions, and to earnings on 
amounts held as of 12/31/88. The Internal Revenue Service has indicated 
that the distribution restrictions of Section 403(b)(11) are not applicable 
when TSA funds are being transferred tax-free directly to another TSA issuer, 
provided the transferred funds continue to be subject to the Section 403(b)(11)
 distribution restrictions.

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

                          Individual Retirement Annuities

Section 408 of the Code permits eligible individuals to contribute to an 
individual retirement program known as an  Individual Retirement Annuity. These
Individual Retirement Annuities are subject to limitations on the amount which 
may be contributed, the persons who may be eligible, and on the time when
distributions may commence. In addition, distributions from certain types of 
Qualified Plans may be placed on a tax-deferred basis into an 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 Contract 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 Contract 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.

                         Texas Optional Retirement Program

If Keyport is an approved carrier under the Texas Optional Retirement Program
( ORP ), any Contract issued to an ORP participant will contain an ORP 
endorsement that will amend the Contracts in two ways. First, if for any reason 
a second year of ORP participation is not begun, the total amount of the 
State of Texas' first-year contribution will be returned to the appropriate 
institution of higher education upon its request. Second, no benefits will be 
payable, through surrender of the Contract or otherwise, unless the participant 
dies, accepts retirement, or terminates employment in all Texas institutions of 
higher education. The value of the Contract may, however, be transferred to 
other contracts or carriers during the period of ORP participation.

                          VARIABLE ACCOUNT VOTING RIGHTS

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

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

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

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

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

                           DISTRIBUTION OF THE CONTRACT

Keyport Financial Services Corp. ( KFSC ) serves as the Principal Underwriter 
for the Contract described in this prospectus. The Contract will be sold by
salespersons who represent Keyport Life Insurance Company (KFSC's corporate 
parent) as variable annuity agents and who are registered representatives of 
broker/dealers who have entered into distribution agreements with KFSC. KFSC is 
registered under the Securities Exchange Act of 1934 and is a member of the 
National Association of Securities Dealers, Inc. It is located at 125 High 
Street, Boston, Massachusetts 02110.

Different Contracts are sold (1) to a person who is an officer, director, or
employee of Keyport, a trustee or officer of SteinRoe Variable Investment Trust
or Keyport Variable Investment Trust, an employee of the investment adviser or 
sub-investment adviser of either Trust, or an employee of a company that is 
under contract with either Trust to provide management or administrative 
services or (2) to any Qualified Plan established for such a person. Such 
Contracts are different from the Contracts sold to others in that (1) they are 
not subject to the deduction for the Contract Maintenance Charge, the asset-
based sales charge or the Contingent Deferred Sales Charge and (2) they have a 
Mortality and Expense Risk Charge of 0.35% per year.

                                 LEGAL PROCEEDINGS

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

                           INQUIRIES BY CONTRACT OWNERS

Contract Owners with questions about their Contracts can write Keyport Life
Insurance Company, Client Service Department, 125 High Street, Boston, MA 02110,
or call (800) 367-3653.

               TABLE OF CONTENTS STATEMENT OF ADDITIONAL INFORMATION

                                                                 Page 
Keyport Life Insurance Company                                    2 
Variable Annuity Benefits                                         2
  Variable Annuity Payment Values                                 2
  Re-Allocating Sub-Account Payments                              3
Principal Underwriter                                             4
Custodian                                                         4
Experts                                                           4
Investment Performance                                            4
  Average Annual Total Return for a Contract
  that is Surrendered and for a Contract that Continues           5
  Change in Accumulation Unit Value                               7
  Yields for CIF and CIF-DCA Sub-Accounts                         8
Financial Statements                                              9
  Keyport Life Insurance Company                                  9
  KMA Variable Account                                            31 

APPENDIX A
                             
         THE FIXED ACCOUNT (ALSO KNOWN AS THE GUARANTEED RATE ACCOUNT)

         Introduction
   
This Appendix describes the Fixed Account option available under the 
Contract. The Fixed Account is not available under either the Contract (form 
number FLEX(4)V) that is issued to New Jersey residents or the Contract (form 
number FLEX(4)/WA) that is issued to Washington residents.

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

           Investments in the Fixed Account and Capital Protection Plus

Purchase payments will be allocated to the Fixed Account in accordance with the
selection made by the Contract Owner in the application. Any selection must 
specify that percentage of the purchase payment that is to be allocated to each 
Guarantee Period of the Fixed Account. The percentage, if not zero, must be 
at least 10%. The Contract Owner may change the allocation percentages without 
fee, penalty or other charge. Allocation changes must be made by Written Request
unless the Contract Owner has by Written Request authorized Keyport to accept 
telephone allocation instructions from the Contract Owner. By authorizing 
Keyport to accept telephone changes, a Contract Owner agrees to accept and 
be bound by the conditions and procedures established by Keyport from time 
to time. The current conditions and procedures are in Appendix C and Contract 
Owners authorizing telephone allocation instructions will be notified, in 
advance, of any changes.

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

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

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

                                Fixed Account Value

The Fixed Account Value at any time is equal to:

(a)     all purchase payments allocated to the Fixed Account plus the interest
        subsequently earned on those payments; plus

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

(c)     any prior partial surrenders from the Fixed Account; less

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

                                 Interest Credits

Keyport will credit interest daily (based on an annual compound interest rate)
to purchase payments allocated to the Fixed Account at rates declared by Keyport
for Guarantee Periods of one or more years from the month and day of allocation.
Each Guarantee Period will have a Basic Interest Rate and a Maturity Interest 
Rate. During the Guarantee Period, Keyport will credit interest at the Basic 
Rate. At the end of the Guarantee Period, Keyport will credit an additional 
interest amount so that the original allocation amount remaining at that time 
will have earned interest at the Maturity Rate for the entire Guarantee Period. 
For certain post-death surrenders occurring before the end of the Guarantee 
Period (see the last paragraph of this section), Keyport will credit an 
additional interest amount so that the original allocation amount remaining at 
the time of surrender will have earned interest at the Maturity Rate through the
time of surrender.

Under this method of crediting interest (unless the post-death surrender 
exception applies): (a) the Maturity Rate will be credited only on amounts held 
for the entire Guarantee Period; and (b) if the Contract Owner or a Designated 
Beneficiary surrenders or transfers any part of an allocated amount before the 
end of a Guarantee Period, only the Basic Rate will be credited on that part.

Any Basic and Maturity Interest Rates set by Keyport will be at least 3.5% per
year.

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

With certain deaths, "Death Provisions for Non-Qualified Contracts" and "Death
Provisions for Qualified Contracts" provide that the Designated Beneficiary may
surrender the Contract within 90 days of the date of death for the Contract 
Value. In the event such a surrender occurs before the end of the Guarantee 
Period, Keyport will credit immediately before the surrender an additional 
interest amount so that the original allocation amount remaining at that time 
will have earned interest at the Maturity Rate throughout the Guarantee Period. 
For a surrender after 90 days, no additional interest amount will be credited.

                       Transfers when Guarantee Periods End

The total accumulated amount at the end of a Guarantee Period will be 
transferred to the new Guarantee Period(s) and/or Sub-Account(s) of the Variable
Account that the Contract Owner has selected by Written Request. If the Contract
Owner has not made a selection, Keyport will automatically transfer the total 
accumulated amount at the end of the Guarantee Period to the CIF Sub-Account. If
the Guarantee Period selected exceeds the time remaining to the Income Date but
does not exceed the time remaining to the latest Income Date allowable under the
Contract, the Income Date will automatically change to the latest allowable 
date, thereby allowing the selected Guarantee Period to go into effect. The 
Contract Owner may not otherwise select a Guarantee Period that would end after
the Income Date.

                         Transfers of Fixed Account Value

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

The Contract allows Keyport to limit the number of transfers that can be made in
a specified time period. Currently, Keyport is limiting Variable Account and 
Fixed Account transfers to generally 12 transfers per calendar year with a 
$500,000 per transfer dollar limit. See  Transfer of Variable Account Value 
on Page 12. These limitations will not apply to any transfer made at the end 
of a Guarantee Period. Contract Owners will be notified, in advance, of a change
in the limitation on the number of transfers.

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

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

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

If 100% of a Guarantee Period's value is transferred and the current allocation 
for purchase payments includes that Guarantee Period, then the allocation 
formula for future purchase payments will automatically change unless the 
Contract Owner instructs otherwise. For example, if the allocation formula is 
50% to the one-year Guarantee Period and 50% to Sub-Account A and all Fixed 
Account Value is transferred to Sub-Account A, the allocation formula will 
change to 100% to Sub-Account A.

        Reductions of Guarantee Period Values After a Transfer or Surrender

As stated elsewhere in the prospectus, a transfer request must specify from 
which Guarantee Period's values the transfer is to be made and a partial 
surrender request may, at the Contract Owner's option, similarly specify the
Guarantee Period. The specified amount will be deducted from both the 
allocated purchase amount and its associated interest in the proportion that 
each bear to their total sum. For example, if $600 is to be deducted from a $800
payment that was allocated for a three-year Guarantee Period and the interest 
earned up to the date of transfer is $200 (for a total value of $1,000), $480 
will be deducted from the payment allocation [($800/$1,000) x $600] and $120 
will be deducted from the interest [($200/$1,000) x $600]. The $400 remaining 
after the transfer or surrender would thus represent $320 of payment allocation 
and $80 of interest. This $320, if it remains until the end of the  
Guarantee Period, would receive the Maturity Interest Rate credit described in 
Interest Credits  on Page 26.

If a partial surrender request does not specify any Guarantee Period, the 
ordering rule in Surrenders on Page 19 may result in a certain amount of Fixed 
Account Value being automatically deducted. Any amount determined under that 
rule will be deducted from each Guarantee Period's values in the proportion that
each bears to the total Fixed Account Value. For example, if $500 is to be 
deducted from two Guarantee Periods' values of $4,000 and $1,000, $400 will be 
deducted from the first Guarantee Period's values [($4,000/$5,000) x $500] and 
$100 will be deducted from the second [($1,000/$5,000) x $500]. Each of these 
amounts (the $400 and the $100 in the example) will then be deducted from the 
allocated purchase amount and its associated interest in the manner stated in 
the preceding paragraph.

The above rules automatically determine the amount of the allocated purchase
payment and its associated interest that still remains after any transfer or
surrender. The rules do not, however, determine in any way the amount of 
Contingent Deferred Sales Charge that may be due since that Charge is based on 
different rules and different records.

                           Fixed Annuity Payment Values

The dollar amount of each fixed annuity payment will be determined by deducting 
any premium taxes not previously deducted and then dividing the remaining Fixed 
Account Value by $1,000 and multiplying the result by the greater of: (a) the 
applicable factor shown in the appropriate table in the Contract; or (b) the 
factor currently offered by Keyport 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.

                                    APPENDIX B
 
                     PRIOR CONTRACTS OF THE VARIABLE ACCOUNT

Persons who purchased the variable annuity contracts identified below before May
1, 1992 may continue to make purchase payments under those contracts subject to 
the terms and conditions of those contracts and this Appendix. All contracts are
subject to the transfer limitations and procedures described in  Transfer of
Variable Account Value  on Page 12. Persons who purchased non-qualified 
contracts between April 9, 1981 and September 25, 1981 are not permitted to make
any additional purchase payments under those contracts. Such non-qualified 
contracts are not included in number 4 below.

1. KEYFLEX Contracts (Form #FLEX(4)). The current Eligible Funds are those 
listed on Page 11. CKGIF, CKUF, CKIFG, CKUSFG, CKSIF and NKTF were added 
effective 7/1/93, 7/1/93, 5/2/94, 7/5/94, 7/5/94 and 5/1/95, respectively.
Accumulation unit values are shown on Page 7. The Dollar Cost Averaging program 
for use with the CIF Sub-Account or the One-Year Guarantee Period of the Fixed
Account is available (see Dollar Cost Averaging  on Page 11).

2. KEYFLEX Contracts (Form #FLEX-I). The current Eligible Funds are those listed
on Page 11. CKGIF, CKUF, CKIFG, CKUSFG, CKSIF and NKTF were added effective 
7/1/93, 7/1/93, 5/2/94, 7/5/94, 7/5/94 and 5/1/95, respectively. CIF, MSIF, MAF,
MGSF and CAF were substituted on 1/1/89 for, respectively, the former eligible 
mutual funds: Cash Income Trust; Mortgage Securities Income Trust; Managed 
Assets Trust; Managed Growth Stock Trust; and Aggressive Stock Trust. 
Accumulation unit values are shown on Page 29.

3. FLEX 2 Contracts (Form #FLEX-II). The current Eligible Funds are those listed
on Page 11. CKGIF, CKUF, CKIFG, CKUSFG, CKSIF and NKTF were added effective 
7/1/93, 7/1/93, 5/2/94, 7/5/94, 7/5/94 and 5/1/95, respectively. CIF, MSIF, MAF,
MGSF and CAF were substituted on 1/1/89 for, respectively, the former eligible 
mutual funds: Cash Income Trust; Mortgage Securities Income Trust; Managed 
Assets Trust; Managed Growth Stock Trust; and Aggressive Stock Trust. 
Accumulation unit values are shown on Page 30.

4. All K-100 and KeySource Contracts (Form #VA-1-81) Other than those Identified
in Numbers 5 and 6 below. The current Eligible Funds are those listed on Page 
11. CKGIF, CKUF, CKIFG, CKUSFG, CKSIF and NKTF were added effective 7/1/93, 
7/1/93, 5/2/94, 7/5/94, 7/5/94 and 5/1/95, respectively. CIF, CIF, MAF, and CAF 
were substituted on 1/1/89 for, respectively, the former eligible mutual funds: 
Cash Income Trust; Money Market/Options Investments, Inc.; Managed Assets Trust;
and Aggressive Stock Trust. Accumulation unit values are shown on Pages 31-32.

5. K-100 Qualified Contracts (Form #VA-1-81) Issued Before May 1, 1986 Pursuant 
to Section 457 of the Internal Revenue Code. The Eligible Mutual Funds are: 
Keystone Liquid Trust; and Quality Bond Fund, Diversified Bond Fund, High Income
Bond Fund, Growth and Income Fund, Mid-Cap Growth Fund, and Small Company Growth
Fund (formerly named Keystone Custodian Fund, Series B-1, B-2, B-4, S-1, S-3, 
and S-4, respectively). Accumulation unit values are shown on Pages 33-34.

6. All Other K-100 Qualified Contracts (Form #VA-1-81) Issued Before September 
25, 1981. The current Eligible Funds are those listed on Page 11.  CKGIF, CKUF, 
CKIFG, CKUSFG, CKSIF and NKTF were added effective 7/1/93, 7/1/93, 5/2/94, 
7/5/94, 7/5/94 and 5/1/95, respectively. CIF, CIF, MGSF, ASF and CAF were 
substituted on 1/1/89 for, respectively, the former eligible mutual funds: 
Keystone Liquid Trust; Money Market/Options Investments, Inc.; and Growth and 
Income Fund, Mid-Cap Growth Fund, and Small Company Growth Fund (formerly 
named Keystone Custodian Fund, Series S-1, S-3, and S-4, respectively). 
Accumulation unit values for 1989 1995 are shown on Page 32 and values 
for 1986 1988 are shown on Pages 33-34. 

          ACCUMULATION UNIT VALUES FOR CONTRACTS DESCRIBED IN NUMBER TWO

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

Cash Income Fund    $15.443              $16.108           204,597        1995
                     15.062               15.443           475,023        1994
                     14.849               15.062           514,598        1993
                     14.530               14.849           582,150        1992
                     13.906               14.530           907,810        1991
                     13.052               13.906         1,756,598        1990
                     12.118               13.052         1,993,108        1989
Cash Income Trust    11.459               12.118         2,740,761        1988
                     10.917               11.459         2,543,770        1987
                     10.396               10.917           467,956        1986

Colonial-Keyport U.S.   10.048            12.871            73,706        1995
U.S. Fund for Growth    10.000 (8/11/94)  10.048             5,259        1994

Mortgage Securities  15.617               17.853            189,804       1995
Income Fund          16.065               15.617            233,588       1994
                     15.307               16.065            299,033       1993
                     14.627               15.307            381,266       1992
                     12.936               14.627            443,240       1991
                     12.005               12.936            503,751       1990
                     10.773               12.005            601,466       1989
Mortgage Securities  10.183               10.773            541,052       1988
Income Trust         10.184               10.183            634,675       1987
                     10.000 (10/27/86)    10.184            114,841       1986

Colonial-Keyport Growth  10.258           13.184             57,955       1995
and Income Fund          10.464           10.258             66,152       1994
                         10.000 (7/22/93) 10.464             20,759       1993

Managed Assets Fund  24.566               30.445            714,638       1995
                     25.692               24.566            861,315       1994
                     23.802               25.692          1,055,478       1993
                     22.412               23.802          1,241,344       1992
                     17.737               22.412          1,462,279       1991
                     18.092               17.737          1,633,069       1990
                     14.959               18.092          1,882,766       1989
Managed Assets Trust 13.867               14.959          1,902,679       1988
                     13.747               13.867          2,544,739       1987
                     11.694               13.747          1,214,374       1986
 
Colonial-Keyport      8.621               11.508             27,533       1995
Utilities Fund        9.727                8.621             31,506       1994
                     10.000 (7/21/93)      9.727             52,776       1993

Colonial-Keyport     10.000 (1/19/95)     11.633            486,417       1995
Strategic Income    Available in 1994 but no accumulation units were purchased.
Fund

Colonial-Keyport      9.323                9.747             34,733       1995
International Fund    10.000 (5/3/94)      9.323             24,303       1994
for Growth

Managed Growth Stock  17.919              24.378            239,514       1995
Fund                  19.374              17.919            294,345       1994
                      18.687              19.374            327,760       1993
                      17.744              18.687            377,851       1992
                      12.137              17.744            346,524       1991
                      12.498              12.137            409,288       1990
                       9.635              12.498            525,196       1989
Managed Growth Stock   9.202               9.635            511,030       1988
Trust                 10.000 (5/26/87)     9.202            539,305       1987

Capital Appreciation  28.043              30.953            285,923       1995
Fund (formerly named  28.698              28.043            301,017       1994
Aggressive Stock Fund)20.939              28.698            316,873       1993
                      18.519              20.939            404,666       1992
                      13.662              18.519            424,426       1991
                      15.206              13.662            730,255       1990
                      11.751              15.206            667,685       1989
Aggressive Stock Trust10.810              11.751            675,561       1988
                      11.887              10.810            884,826       1987
                      10.946              11.887            680,204       1986
 
Newport-Keyport Tiger    10.000 (6/8/95)  10.242              4,861       1995
Fund

*The date after each $10.00 value is when Keyport first purchased mutual fund
shares for that Sub-Account of the Variable Account.  

Accumulation unit values are rounded to the nearest tenth of a cent and numbers
of accumulation units are rounded to the nearest whole number.  
 
The full financial statements for the Variable Account and Keyport are in the
Statement of Additional Information.

         ACCUMULATION UNIT VALUES FOR CONTRACTS DESCRIBED IN NUMBER THREE

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

Cash Income Fund    $15.173              $15.810            16,359        1995
                     14.813               15.173            25,550        1994
                     14.617               14.813            16,027        1993
                     14.317               14.617            28,411        1992
                     13.717               14.317            43,912        1991
                     12.886               13.717            63,361        1990
                     11.976               12.886            50,088        1989
Cash Income Trust    11.336               11.976            73,710        1988
                     10.811               11.336            65,700        1987
                     10.304               10.811            54,645        1986
 
Colonial-Keyport U.S.    10.000 (3/7/95)  12.065             1,642        1995
Fund for Growth     Available in 1994 but no accumulation units were purchased.

Mortgage Securities  15.571               17.783            16,594        1995
Income Fund          16.033               15.571            21,047        1994
                     15.292               16.033            23,129        1993
                     14.627               15.292            18,834        1992
                     12.949               14.627            19,947        1991
                     12.029               12.949            20,699        1990
                     10.804               12.029               831        1989
Mortgage Securities  10.223               10.804             1,315        1988
Income Trust         10.000 (5/8/87)      10.223             1,180        1987
 
Colonial-Keyport        Available in 1993, 1994 & 1995 but no accumulation units
Growth and Income Fund  were purchased.
 
Managed Assets Fund   23.646              29.276             36,360       1995
                      24.754              23.646             44,913       1994
                      22.956              24.754             54,901       1993
                      21.636              22.956             59,345       1992
                      17.140              21.636             72,706       1991
                      17.501              17.140             77,976       1990
                      14.484              17.501             86,066       1989
Managed Assets Trust  13.440              14.484             78,797       1988
                      13.336              13.440             93,727       1987
                      11.355              13.336             58,003       1986
 
Colonial-Keyport    Available in 1993, 1994 & 1995 but no accumulation units
Utilities Fund      were purchased.

Colonial-Keyport      10.000 (3/14/95)    11.234             29,901       1995
Strategic Income Fund Available in 1994 but no accumulation units were 
                      purchased.

Colonial-Keyport       9.371               9.788                538       1995
International Fund    10.000 (5/24/94)     9.371                599       1994
for Growth

Managed Growth Stock  16.435              22.337              4,230       1995
Fund                  17.787              16.435              6,259       1994
                      17.173              17.787              6,593       1993
                      16.323              17.173              8,430       1992
                      11.176              16.323              3,630       1991
                      11.520              11.176              3,545       1990
                       8.889              11.520              5,212       1989
Managed Growth Stock   8.497               8.889              2,999       1988
Trust                 10.000 (6/18/87)     8.497              2,355       1987

Capital Appreciation  28.653              31.595             24,833       1995
Fund (formerly named  28.698              28.653             29,605       1994
Aggressive Stock Fund)21.437              28.698             39,376       1993
                      18.978              21.437             47,198       1992
                      14.014              18.978             40,776       1991
                      15.614              14.014             40,304       1990
                      12.078              15.614             50,936       1989
Aggressive Stock Trust11.121              12.078             44,345       1988
                      12.241              11.121             53,129       1987
                      11.283              12.241             45,205       1986
 
Newport-Keyport Tiger Available in 1995 but no accumulation units were purchased
Fund

*The date after each $10.00 value is when Keyport first purchased mutual fund
shares for that Sub-Account of the Variable Account.  
 
Accumulation unit values are rounded to the nearest tenth of a cent and numbers 
of accumulation units are rounded to the nearest whole number.  
 
The full financial statements for the Variable Account and Keyport are in the
Statement of Additional Information.

                 1989 1995 ACCUMULATION UNIT VALUES FOR CONTRACTS
                       DESCRIBED IN NUMBERS FOUR AND SIX   

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

Cash Income Fund        $21.580              $22.563       930,979        1995
                         20.996               21.580     1,184,102        1994
                         20.648               20.996     1,384,339        1993
                         20.155               20.648     1,697,243        1992
                         19.243               20.155     2,138,976        1991
                         18.016               19.243     2,936,979        1990
                         16.686               18.016     3,493,117        1989

Colonial-Keyport         10.000 (1/13/95)     12.722        22,589        1995
U.S.Fund for Growth  Available in 1994 but no accumulation units were purchased.

Mortgage Securities      14.608               16.740        68,359        1995
Income Fund              14.990               14.608        72,190        1994
                         14.248               14.990       114,507        1993
                         13.582               14.248        85,079        1992
                         11.983               13.582        78,913        1991
                         11.093               11.983        60,390        1990
                         10.000 (1/13/89)     11.093        12,608        1989

Colonial-Keyport         10.165               13.097        13,781        1995
Growth and Income Fund   10.344               10.165        10,136        1994
                         10.000 (8/3/93)      10.344         8,415        1993

Managed Assets Fund      24.465               30.394       296,617        1995
                         25.524               24.465       299,672        1994
                         23.589               25.524       348,975        1993
                         22.156               23.589       339,963        1992
                         17.492               22.156       372,220        1991
                         17.799               17.492       356,575        1990
                         14.681               17.799       459,250        1989

Colonial-Keyport          8.651               11.577        24,359        1995
Utilities Fund            9.737                8.651        18,049        1994
                         10.000 (7/21/93)      9.737        23,195        1993

Colonial-Keyport         10.000 (2/28/95)     11.305        465,616       1995
Strategic Income    Available in 1994 but no accumulation units were purchased.
Fund    

Colonial-Keyport          9.390                9.842         27,992       1995
International Fund       10.000 (5/25/94)      9.390         44,610       1994
for Growth

Managed Growth Stock     41.147               56.113         60,347       1995
Fund                     44.377               41.147         56,165       1994
                         42.701               44.377         66,644       1993
                         40.447               42.701         67,611       1992
                         27.598               40.447         54,873       1991
                         28.349               27.598         43,639       1990
                         21.801               28.349         38,197       1989

Capital Appreciation     56.716               62.755        329,680       1995
Fund (formerly named     56.611               56.716        346,355       1994
Aggressive Stock Fund)   42.142               56.611        398,198       1993
                         37.181               42.142        446,136       1992
                         27.361               37.181        466,795       1991
                         30.380               27.361        581,842       1990
                         23.420               30.380        611,392       1989 

Newport-Keyport Tiger    10.000 (5/24/95)     10.438         15,701       1995
Fund

*The date after each $10.00 value is when Keyport first purchased mutual fund
shares for that Sub-Account of the Variable Account.  

Accumulation unit values are rounded to the nearest tenth of a cent and numbers
of accumulation units are rounded to the nearest whole number.  
 
The full financial statements for the Variable Account and Keyport are in the
Statement of Additional Information.

     1986-1988 ACCUMULATION UNIT VALUES FOR CONTRACTS DESCRIBED IN NUMBER FOUR
                           (QUALIFIED CONTRACTS ONLY)   

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

Cash Income     $15.741          $16.686     1,632,674        1988
Trust            14.960           15.741     1,885,426        1987
                 14.211           14.960     1,954,861        1986
  
Managed Assets   13.576           14.681       219,163        1988
Trust            13.425           13.576       293,796        1987
                 11.392           13.425       217,076        1986

Aggressive Stock 21.491           23.420       409,556        1988
Trust            23.575           21.491       571,229        1987
                 21.655           23.575       791,432        1986

1986-1988 ACCUMULATION UNIT VALUES FOR CONTRACTS DESCRIBED IN NUMBER FOUR
(NON-QUALIFIED CONTRACTS ONLY)  

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

Cash Income     $15.747          $16.692     2,498,152        1988
Trust            14.966           15.747     3,219,029        1987
                 14.216           14.966     2,949,285        1986

Managed Assets   13.636           14.746       312,640        1988
Trust            13.484           13.636       382,205        1987
                 11.442           13.484       357,954        1986 

Aggressive Stock 18.951           20.651       414,759        1988
Trust            20.788           18.951       711,443        1987
                 19.095           20.788     1,233,989        1986

*This date is when Keyport first purchased mutual fund shares for that 
Sub-Account of the Variable Account.  
 
Accumulation unit values are rounded to the nearest tenth of a cent and numbers
of accumulation units are rounded to the nearest whole number.  
 
The full financial statements for the Variable Account and Keyport are in the
Statement of Additional Information.

            ACCUMULATION UNIT VALUES FOR QUALIFIED CONTRACTS DESCRIBED
               IN NUMBER FIVE (1986-1995) AND NUMBER SIX (1986-1988)
 
         Accumulation Unit  Accumulation Unit   Number of
                 Value           Value       Accumulation Units 
Sub-Account Beginning of Year   End of Year    End of Year      Year 

Keystone Liquid $22.238          $23.122        21,828        1995
Trust            21.718           22.238        21,067        1994
                 21.483           21.718        24,968        1993
                 21.102           21.483        27,163        1992
                 20.269           21.102        58,684        1991
                 19.042           20.269        76,538        1990
                 17.724           19.042        83,706        1989
                 16.780           17.724       444,750        1988
                 16.002           16.780       560,681        1987
                 15.254           16.002       592,852        1986

Quality Bond Fund    31.679           36.552           959        1995
(formerly Keystone   33.702           31.679         2,523        1994
Custodian Fund,      31.286           33.702         2,731        1993
Series B-1)          30.422           31.286         2,563        1992
                     26.897           30.422         2,880        1991
                     25.457           26.897         2,688        1990
                     22.978           25.457         2,541        1989
                     21.834           22.978        27,480        1988
                     22.649           21.834        29,482        1987
                     20.083           22.649        41,291        1986

Diversified Bond
Fund (formerly       31.149           35.378           558        1995
Keystone Custodian   33.798           31.149           414        1994
Fund, Series B-2)    29.983           33.798           254        1993
                     27.600           29.983           149        1992
                     23.489           27.600           714        1991
                     24.242           23.489           851        1990
                     23.330           24.242         1,392        1989
                     21.238           23.330        26,902        1988
                     21.429           21.238        38,962        1987
                     19.232           21.429        49,621        1986

High Income Bond
Fund (formerly       28.120           30.569           527        1995
Keystone Custodian   32.345           28.120           514        1994
Fund, Series B-4)    25.880           32.345           579        1993
                     22.132           25.880           571        1992
                     15.763           22.132         3,596        1991
                     20.364           15.763         4,427        1990
                     21.699           20.364         5,688        1989
                     19.605           21.699        36,779        1988
                     20.605           19.605        53,498        1987
                     18.971           20.605       104,299        1986

(Accumulation unit values continue on the next page) 

            ACCUMULATION UNIT VALUES FOR QUALIFIED CONTRACTS DESCRIBED 
              IN NUMBER FIVE (1986-1995) AND NUMBER SIX (1986-1988) 
                                   (CONTINUED)  

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

Growth and Income
Fund (formerly       33.202           43.376         4,179        1995
Keystone Custodian   35.621           33.202         5,248        1994
Fund, Series S-1)    32.763           35.621         6,382        1993
                     33.076           32.763         7,180        1992
                     25.924           33.076        14,956        1991
                     27.459           25.924        18,927        1990
                     21.801           27.459        21,757        1989
                     20.301           21.801        49,631        1988
                     19.774           20.301        63,034        1987
                     17.026           19.774        52,544        1986

Mid-Cap Growth Fund  33.423           44.970         3,693        1995
(formerly Keystone   35.401           33.423         6,753        1994
Custodian Fund,      32.874           35.401         7,178        1993
Series S-3)          31.567           32.874         7,388        1992
                     22.434           31.567        20,839        1991
                     24.838           22.434        18,451        1990
                     20.108           24.838        20,928        1989
                     17.800           20.108        47,781        1988
                     17.903           17.800        70,665        1987
                     15.566           17.903       102,227        1986

Small Company Growth
Fund (formerly       32.263           42.685         9,696        1995
Keystone Custodian   32.527           32.263        12,813        1994
Fund, Series S-4)    26.208           32.527        13,929        1993
                     24.094           26.208        16,338        1992
                     14.071           24.094        53,908        1991
                     15.122           14.071        61,931        1990
                     12.355           15.122        70,739        1989
                     11.166           12.355       133,891        1988
                     11.969           11.166       177,623        1987
                     11.405           11.969       291,787        1986

Accumulation unit values are rounded to the nearest tenth of a cent and numbers
of accumulation units are rounded to the nearest whole number.  
 
The full financial statements for the Variable Account and Keyport are in the
Statement of Additional Information.

APPENDIX C 
                           
TELEPHONE INSTRUCTIONS  
 
Telephone Transfers of Contract Values 

1. If there are joint Contract Owners, both must authorize Keyport to accept
telephone instructions but either Owner can give Keyport telephone instructions.

2. All callers will be required to identify themselves. Keyport reserves the 
right to refuse to act upon any telephone instructions in cases where the 
caller has not sufficiently identified himself/herself to Keyport's 
satisfaction.  
 
3. Neither Keyport nor any person acting on its behalf shall be subject to any
claim, loss, liability, cost or expense if it or such person acted in good faith
upon a telephone instruction, including one that is unauthorized or fraudulent;
however, Keyport will employ reasonable procedures to confirm that a telephone
instruction is genuine and, if Keyport does not, Keyport may be liable for 
losses due to an unauthorized or fraudulent instruction. The Contract Owner thus
bears the risk that an unauthorized or fraudulent instruction that is executed 
may cause the Contract Value to be lower than it would be had no instruction 
been executed.   
 
4. All conversations will be recorded with disclosure at the time of the call.  
 
5. The application for the Contract may allow a Contract Owner to create a power
of attorney by authorizing another person to give telephone instructions. Unless
prohibited by state law, such power will be treated as durable in nature and 
shall not be affected by the subsequent incapacity, disability or incompetency
of the Contract Owner. Either Keyport or the authorized person may cease to 
honor the power by sending written notice to the Contract Owner at the Contract 
Owner's last known address. Neither Keyport nor any person acting on its behalf 
shall be subject to liability for any act executed in good faith reliance upon a
power of attorney. 
 
6. Telephone authorization shall continue in force until (a) Keyport receives 
the Contract Owner's written revocation, (b) Keyport discontinues the privilege,
or (c) Keyport receives written evidence that the Contract Owner has entered 
into a market timing or asset allocation agreement with an investment adviser or
with a broker/dealer.  
 
7. Telephone transfer instructions received by Keyport at 800-367-3653 before 
the close of trading on the New York Stock Exchange (currently 4:00 P.M. Eastern
Time) will be initiated that day based on the unit value prices calculated at 
the close of that day. Instructions received after the close of trading on the 
NYSE will be initiated the following business day.  
 
8. Once instructions are accepted by Keyport, they may not be canceled.   
 
9. All transfers must be made in accordance with the terms of the Contract and
current prospectus. If the transfer instructions are not in good order, Keyport
will not execute the transfer and will notify the caller within 48 hours.  
 
10.     If 100% of any Sub-Account's value is transferred and the allocation
formula for purchase payments includes that Sub-Account, then the allocation
formula for future purchase payments will change accordingly unless Keyport
receives telephone instructions to the contrary. For example, if the allocation
formula is 50% to Sub-Account A and 50% to Sub-Account B and all of Sub-Account 
A's value is transferred to Sub-Account B, the allocation formula will change to
100% to Sub-Account B unless Keyport is instructed otherwise. 
 
Telephone Changes to Purchase Payment Allocation Percentages Numbers 1-6 above
are applicable. 

APPENDIX D 
 
DOLLAR COST AVERAGING 

Keyport offers a dollar cost averaging program that Contract Owners may 
participate in by Written Request. The program periodically transfers 
Accumulation Units from the CIF Sub-Account or the One-Year Guarantee Period of 
the Fixed Account to other Sub-Accounts selected by the Contract Owner. The 
program allows a Contract Owner to invest in non-money market Sub-Accounts 
over time rather than having to invest in those Sub-Accounts all at once.   
 
The program is available for initial and subsequent purchase payments and for
Contract Value transferred into the CIF Sub-Account or One-Year Guarantee 
Period. Under the program, Keyport makes automatic transfers on a periodic basis
out of the CIF Sub-Account or the One-Year Guarantee Period into one or more of 
the other available Sub-Accounts (Keyport reserves the right to limit the number
of Sub-Accounts the Contract Owner may choose but there are currently no 
limits). The automatic transfer program does not guarantee a profit nor does it 
protect against loss in declining markets. The One-Year Guarantee Period option 
of the program is not available under Contracts issued to New Jersey and 
Washington residents. 
 
The Contract Owner by Written Request must specify the CIF Sub-Account or 
One-Year Guarantee Period from which the transfers are to be made, the monthly 
amount to be transferred (minimum $150) and the Sub-Account(s) to which the 
transfers are to be made. The first transfer will occur at the close of the 
Valuation Period that includes the 30th day after the receipt of the Contract 
Owner's Written Request. Each succeeding transfer will occur one month later 
(e.g., if the 30th day after the receipt date is April 8, the second 
transfer will occur at the close of the Valuation Period that includes May 8). 
When the remaining value is less than the monthly transfer amount, that 
remaining value will be transferred and the program will end. Before this final 
transfer, the Contract Owner may extend the program by allocating additional
purchase payments to the CIF Sub-Account or One-Year Guarantee Period or by 
transferring Contract Value to the CIF Sub-Account or One-Year Guarantee Period.
The Contract Owner may, by Written Request or by telephone, change the monthly 
amount to be transferred, change the Sub-Account(s) to which the
transfers are to be made, or end the program. The program will automatically end
if the Income Date occurs. Keyport reserves the right to end the program at any
time by sending the Contract Owner a notice one month in advance.
 
Written or telephone instructions must be received by Keyport by the end 
(currently 5:00 PM Eastern Time) of the business day preceding the next
scheduled transfer in order to be in effect for that transfer. Telephone 
instructions are subject to the conditions and procedures established by 
Keyport from time to time. The current conditions and procedures appear below 
and Contract Owners in a dollar cost averaging program will be notified, 
in advance, of any changes.

1. If there are joint Contract Owners, either Owner can give Keyport telephone
transfer instructions.  
 
2. All callers will be required to identify themselves. Keyport reserves the 
right to refuse to act upon any telephone instructions in cases where the caller
has not sufficiently identified himself/herself to Keyport's satisfaction.  
 
3. Neither Keyport nor any person acting on its behalf shall be subject to any
claim, loss, liability, cost or expense if it or such person acted in good faith
upon a telephone instruction, including one that is unauthorized or fraudulent;
however, Keyport will employ reasonable procedures to confirm that a telephone
instruction is genuine and, if Keyport does not, Keyport may be liable for 
losses due to an unauthorized or fraudulent instruction. The Contract Owner 
thus bears the risk that an unauthorized or fraudulent instruction that is 
executed may cause the Contract Value to be lower than it would be had no 
instruction been executed.   

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

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

6. Telephone instructions must be received by Keyport at 800-367-3653 before the
end (currently 5:00 P.M. Eastern Time) of the business day preceding the next
scheduled transfer in order to be in effect for that transfer.  
 
7. Once instructions are accepted by Keyport, they may not be canceled. New
telephone instructions may be given on the following business day.  
 
8. All instructions must be made in accordance with the terms of the Contract 
and current prospectus. If the instructions are not in good order, Keyport will 
not execute them and will notify the caller within 48 hours.  
 
Keyport previously offered a Value-Added Dollar Cost Averaging Program for 
initial purchase payments made under Contracts issued generally before August 1,
1993. The remainder of this Appendix describes that program for the benefit of 
Contract Owners who are still participating in it.  
 
The Value-Added Dollar Cost Averaging program uses the CIF-DCA Sub-Account and 
was available only for the initial purchase payment (and for subsequent payments
under Qualified Contracts meeting the conditions described below). The CIF-DCA 
Sub-Account is the only Sub-Account with no deduction for the Contract's 1.40% 
asset-based charge.   
 
A Contract Owner was able to allocate all or part of the initial purchase 
payment to the CIF-DCA Sub-Account for automatic transfers over either 12 
months or 24 months. The Contract Owner allocated at least $1,800 if 12 months 
was selected and at least $3,600 if 24 months was selected. Based on the period
the Owner selected, Keyport transfers each month either 1/12 or 1/24 of the 
original allocated amount from the CIF-DCA Sub-Account to the Sub-Account(s) 
chosen by the Owner. The first transfer occurred at the close of the Valuation 
Period that included the 30th day after the Issue Date of the Contract. 
Each succeeding transfer occurs one month later (e.g., if the 30th day 
after the Issue Date is April 8, the second transfer occurred at the close of 
the Valuation Period that included May 8). The last transfer (the 12th or 24th 
transfer, as applicable) will be of all the remaining value in the CIF-DCA 
Sub-Account. Before this final transfer, the Contract Owner may, by Written 
Request or by telephone, change the Sub-Account(s) to which the
transfers are to be made or end the program (see the fourth paragraph of this
Appendix). If the Contract Owner transfers any CIF-DCA Sub-Account value outside
the program, the program will automatically end. The program will also
automatically end if the Income Date occurs. If the program ends for any reason,
Keyport, in the absence of instructions to the contrary, will transfer any
remaining CIF-DCA Sub-Account value to the CIF Sub-Account. Once the program 
ends, a Contract Owner may not restart it.  
 
If a Qualified Contract application stated the Value-Added Dollar Cost Averaging
program was to apply to multiple transfer or rollover payments that would all be
made to Keyport within a reasonable time, the program began as stated above with
the first transfer or rollover payment received by Keyport. Then, as each
subsequent transfer or rollover payment was received, that payment was added to 
the then-current CIF-DCA Sub-Account value and divided by the applicable 1/12 or
1/24 to determine a new monthly transfer amount. The total CIF-DCA Sub-Account 
value will then be transferred out monthly for the applicable 12 or 24 
transfers. Each monthly transfer continues to occur on the monthly transfer date
established for the first payment allocated to the program. 

KEYPORT PREFERRED ADVISOR 
PROSPECTUS 
MAY 1, 1996

                                      
Distributed by: 

Keyport Financial Services Corp. 
125 High Street, Boston, MA 02110-2712 
                                        
Issued by: 
Keyport Life Insurance Company 
125 High Street, Boston, MA 02110-2712 
Keyport Life Insurance Company's ultimate parent is 
Liberty Mutual Insurance Company 
Service Hotline 800-367-3653 Keyline 800-367-3654 
Keyport Logo is a registered service mark of Keyport Life Insurance Company. 
KVAP 5/96 

 
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        Additional Information. 
 
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        of Additional Information. 

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        of Additional Information. 

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                        STATEMENT OF ADDITIONAL INFORMATION

                       INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
                        DEFERRED VARIABLE ANNUITY CONTRACT
                                     ISSUED BY
                               KMA VARIABLE ACCOUNT
                                        AND
                    KEYPORT LIFE INSURANCE COMPANY ("Keyport")




This Statement of Additional Information is not a prospectus but it relates to, 
and should be read in conjunction with, the variable annuity prospectus dated 
May 1, 1996. The prospectus is available, at no charge, by writing Keyport at 
125 High Street, Boston, MA 02110 or by calling (800) 437-4466.


                                 TABLE OF CONTENTS

                                                             Page

Keyport Life Insurance Company ............................   2
Variable Annuity Benefits..................................   2
  Variable Annuity Payment Values .........................   2
  Re-Allocating Sub-Account Payments.......................   3
Principal Underwriter .....................................   4
Custodian..................................................   4
Experts....................................................   4
Investment Performance.....................................   4
  Average Annual Total Return for a Contract that is 
    Surrendered and for a Contract that Continues..........   5
  Change in Accumulation Unit Value........................   7
  Yields for CIF and CIF-DCA Sub-Accounts..................   8
Financial Statements ......................................   11
  Keyport Life Insurance Company...........................   11
  KMA Variable Account ....................................   39









       The date of this statement of additional information is May 1, 1996.












KMA1.SAI



                          KEYPORT LIFE INSURANCE COMPANY

 Liberty Mutual Insurance Company ("Liberty Mutual"), a multi-line insurance and
financial services institution, is the ultimate corporate parent of Keyport. 
Liberty Mutual ultimately controls Keyport through the following intervening
holding company subsidiaries: Liberty Mutual Equity Corporation, Liberty 
Financial Companies, Inc. and SteinRoe Services, Inc. Liberty Mutual, as of 
March 31, 1995, owned, indirectly, approximately 81.9% of the combined voting 
power of the outstanding voting stock of LFC (with the balance being publicly 
held). As of 12/31/95, Keyport owned in its own name (not for the benefit 
of Contract Owners) 8.73% of the total assets of the Variable Account. 
Prior to January 1, 1991, Keyport's name was Keystone Provident 
Life Insurance Company. For additional information about Keyport, see page 8 of
the prospectus.

                             VARIABLE ANNUITY BENEFITS

Variable Annuity Payment Values

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

The first payment for each Sub-Account will be determined by deducting any ap-
plicable Contract 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 Contract's 
annuity table for the particular payment option; or (b) the factor currently 
offered by Keyport 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 uses an Annuity Unit value. Each 
Sub-Account has its own Annuity Units and value per Unit. The Unit value 
applicable during any Valuation Period is determined at the end of such period.

When Keyport first purchased the Eligible Fund shares of SteinRoe Variable
Investment Trust and Keyport Variable Investment Trust on behalf of the Variable
Account, Keyport valued each Annuity Unit for each Sub-Account at $10. 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 calculates a net investment factor for each Sub-
Account by dividing (a) by (b), where:

 (a)  is equal to the net investment factor defined on page 16 of the prospectus
      without any deduction for the sales charge defined in (c)(ii) on that
      page; 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 6% per year (5% per year for Oregon contracts.)  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 pay-
ment will be smaller if a 3% AIR is selected instead of a 6% 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%, 
6%, 3%, or 0% between the time of the first and second payments.  With an actual
9% return, the 3% AIR and 6% AIR payments would both increase in amount but the 
3% AIR payment would increase by a larger percentage. With an actual 6% return, 
the 3% AIR payment would increase in amount while the 6% AIR payment would stay 
the same. With an actual return of 3%, the 3% AIR payment would stay the same 
while the 6% AIR payment would decrease in amount.  Finally, with an actual 
return of 0%, the 3% AIR and 6% 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 6% AIR payment amount. Note though that if
Option 1 (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 6% AIR payment amount but eventually the 3% AIR payment amount will 
become larger than the 6% 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. Any change requested must be at 
least six months after a prior selection. The payee's request must specify the 
percentage of the annuity payment that is to be based on the investment 
performance of each Sub-Account. The percentage for each Sub-Account, if not 
zero, must be at least 10% and must be a whole number. At the end of the 
Valuation Period during which Keyport receives the request, Keyport 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.

                               PRINCIPAL UNDERWRITER

The Contract, which is offered continuously, is distributed by Keyport Financial
Services Corp. ("KFSC"), a wholly-owned subsidiary of Keyport. During the
fiscal years ended December 31, 1995, 1994 and 1993, Keyport paid KFSC under-
writing commissions for the Contract of $0.00, $0.00, and $0.00, respectively.

                                     CUSTODIAN

The custodian of the assets of the KMA Variable Account is State Street Bank and
Trust Company, a state chartered trust company. Its principal office is at 225
Franklin Street, Boston, Massachusetts.

                                      EXPERTS

 The consolidated financial statements of Keyport as of December 31, 1995 and
1994 and for each of the years in the three-year period ended December 31, 1995
included herein, and the financial statements of KMA Variable Account as of
December 31, 1995 and for each of the years, or other periods as applicable, in 
the two-year period ended December 31, 1995, included herein, have been included
herein in reliance on the reports of KPMG Peat Marwick LLP, independent 
certified public accountants, and upon the authority of said firm as experts in
accounting and auditing.  

                              INVESTMENT PERFORMANCE

The Variable Account may from time to time quote performance information
concerning its various Sub-Accounts. A Sub-Account's performance may also be
compared to the performance of sub-accounts used with variable annuities offered
by other insurance companies. This comparative information may be expressed as a
ranking prepared by Financial Planning Resources, Inc. of Miami, FL (The VARDS
Report) 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 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 Dimen-
sional 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 un-
managed 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.

 The tables below provide performance results for each Sub-Account through
December 31, 1995. 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 Contract Owner. Moreover, the
performance information for four of the Sub-Accounts (MSIF, MAF, MGSF and CAF)
reflects the investment experience of the Eligible Funds previously available 
under the Variable Account. The Funds of the SteinRoe Trust replaced these other
mutual funds as the Eligible Funds beginning January 1, 1989. These other funds 
had a different investment adviser (Keystone Custodian Funds, Inc.) than the 
SteinRoe Trust (Stein Roe & Farnham, Incorporated). See Appendix B of the 
prospectus. The performance information for the same four Sub-Accounts also 
reflects historical asset-based charges for the period before May 1, 1989 that 
are at a lower level than the current asset-based charges.

Average Annual Total Return for a Contract that is Surrendered and for a 
Contract that Continues

The first section of the following table was calculated using the method
prescribed by the Securities and Exchange Commission. It illustrates 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 contract 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.

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 Contract 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 Contract is surrendered; the annual 1.25% Mortality and Expense 
Risk Charge; for any period on or after May 1, 1989, the annual 0.15% sales 
charge; and, on an allocated basis, the Contract's Contract 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 less any amount of that
payment that is free of Contingent Deferred Sales Charge under the Contract's
surrender provisions.  The percentage charge declines from 7% to 1% over 7 years
by 1% per year.  The Contract Maintenance Charge used in the calculations for a
particular Sub-Account is equal to a dollar and time-weighted average for that 
Sub-Account based on a yearly charge of $30 for the portion of the period shown 
that is before 7/1/94 and $36 for any later portion of that period. A particular
Sub-Account's prorated portion is then equated to a $1,000 basis by multiplying 
it by a fraction equal to $1,000 divided by the average Contract Value in that 
Sub-Account during the period shown.

The second section of the table was calculated in the same manner as the first
except no Contingent Deferred Sales Charge was deducted since it is assumed the
Contract continues through the end of each period.

If the current charges under the Contracts had been in effect during the period
before May 1, 1989, any total return percentage that includes a period before 
May 1, 1989 would be lower than the percentage shown since current Accumulation 
Unit values reflect additional asset-based charges of .15% (i.e., total asset-
based charges of 1.40% rather than 1.25%).
<TABLE>
<CAPTION>
      Average Annual Total Return for a   Average Annual Total Return for a
      Contract Surrendered on 12/31/95    Contract Still in force on 12/31/95
 Hypothetical $1,000 Purchase Payment*   Hypothetical $1,000 Purchase Payment*

   Length of Investment Period               Length of Investment Period

Sub-     One   Five    Ten   Since Contract   One    Five    Ten    Since
Contract
Account Year  Years   Years Inception Shown  Year    Years   Years  Inception
Shown

<S>    <C>    <C>    <C>    <C>               <C>     <C>     <C>   <C>
MSIF    8.12%  6.16%   N/A   6.40%(10/27/86)  14.12%   6.48%   N/A  
6.40%(10/27/86)

MAF    17.68  10.93   9.9   10.93(5/14/85)    23.68   11.20    9.92 10.93
(5/14/85)

MGSF   29.79  14.53    N/A  10.77(5/26/87)    35.79   14.76    N/A  10.77
(5/26/87)

CAF     4.15  17.35  10.83  11.10 (5/16/85)   10.15   17.56   10.82 11.10
(5/16/85)

CKUF   27.27   N/A     N/A   3.92 (7/1/93)    33.27    N/A     N/A   5.78
(7/1/93)

CKGIF  22.32   N/A     N/A   9.66 (7/1/93)    28.32    N/A     N/A  11.38
(7/1/93)

CKIFG  -1.25   N/A     N/A  -4.93 (5/3/94)     4.38    N/A     N/A  -1.68
(5/3/94)

CKUSFG 21.90   N/A     N/A  17.17 (7/6/94)    27.90    N/A     N/A   20.86
(7/6/94)

CKSIF  10.66   N/A     N/A   7.26 (7/14/94)   16.66    N/A     N/A   11.18
(7/14/94)

NKTF    N/A    N/A     N/A   7.45**(5/1/95)    N/A     N/A     N/A  
14.45**(5/1/95)
</TABLE>
*  Expense reimbursement was applicable to MSIF beginning January 1, 1989 to the
extent expenses, including management fees, exceeded 1.00% of average annual
assets. See footnote 4 on page 6 of the prospectus for the expense reimbursement
percentages applicable to MSIF and the other Funds of the SteinRoe Trust 
beginning May 1, 1993. See footnote 3 on page 5 of the prospectus for the 
expense reimbursement applicable to the Keyport Trust Funds beginning July 1, 
1993; CKSIF was at 1.00% before May 1, 1995 when it decreased to .80%.  The 
return percentages shown would be lower without this expense reimbursement.

** These are non-annualized returns since these Sub-Accounts have been in 
existence for less than one year.

Change in Accumulation Unit Value

The following performance information illustrates the average annual change and
the actual annual change in Accumulation Unit values for each Sub-Account and is
computed differently than the standardized average annual total return 
information.

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
Contract's annual 1.25% Mortality and Expense Risk Charge and for any period on 
or after May 1, 1989, the annual .15% sales charge. They do not reflect 
deductions for any Contingent Deferred Sales Charge, Contract Maintenance 
Charge, and premium taxes. The rates of change would be lower if these charges 
were included.

If the current charges under the Contract had been in effect during the period
before May 1, 1989, any change percentage that includes a period before May 1, 
1989 would be lower than the percentage shown since current Accumulation Unit 
values reflect additional asset-based charges of .15% (i.e., total asset-based 
charges of 1.40% rather than 1.25%).
<TABLE>
<CAPTION> Average Annual Change
          In Accumulation Unit             12-Month Period Change
          Value From Contract           in Accumulation Unit Value**
Sub-       Inception Shown
Account  through 12/31/95** 1986   1987   1988   1989   1990   1991  1992  1993  
 1994   1995

<S>     <C>                <C>    <C>     <C>    <C>   <C>     <C>   <C>   <C>   
<C>     <C>
MSIF     6.41%(10/27/86)   1.84%* -0.01%* 5.79%  11.46%  7.59% 12.90% 4.49%
4.79%  -2.93% 14.15

MAF     10.96 (5/14/85)    17.56   0.88   7.87   21.16  -2.11  26.17  6.04  7.78 
 -4.52  23.75

MGSF    10.79  (5/26/87)    N/A   -7.98*  4.71   29.71  -3.04  45.98  5.16  3.52 
 -7.64  35.84

CAF     11.12  (5/16/85)    8.60  -9.06   8.71   29.45 -10.29  35.36 12.90 33.80 
 -0.21  10.21

CKUF     5.00  (7/1/93)     N/A    N/A     N/A     N/A    N/A   N/A    N/A
- -2.38* -11.51  33.29

CKGIF   11.40  (7/1/93)     N/A    N/A     N/A     N/A    N/A   N/A    N/A 
4.28*  -2.12  28.34

CKIFG   -1.67  (5/3/94)     N/A    N/A     N/A     N/A    N/A   N/A    N/A   N/A 
 -6.86*  4.39

CKUSFG  20.86  (7/6/94)     N/A    N/A     N/A     N/A    N/A   N/A    N/A   N/A 
  3.69* 27.91

CKSIF   11.18  (7/14/94)    N/A    N/A     N/A     N/A    N/A   N/A    N/A   N/A 
  0.14* 16.67

NKTF    14.45* (5/1/95)     N/A    N/A     N/A     N/A    N/A   N/A    N/A   N/A 
  N/A   14.45*
</TABLE>
* Percentage of change is for less than 12 months; it is for the period from the
inception date shown in the second column to the end of the year.

** Expense reimbursement was applicable to MSIF beginning January 1, 1989 to the
extent expenses, including management fees, exceeded 1.00% of average annual
assets. See footnote 4 on page 6 of the prospectus for the expense reimbursement
percentages applicable to MSIF and the other Funds of the SteinRoe Trust
beginning May 1, 1993. See footnote 3 on page 5 of the prospectus for the 
expense reimbursement applicable to the Keyport Trust Funds beginning July 1, 
1993; CKSIF was at 1.00% before May 1, 1995 when it decreased to .80%. The 
return percentages shown would be lower without this expense reimbursement.

Yields for CIF and CIF-DCA Sub-Accounts

Yield and effective yield percentages for the CIF and CIF-DCA Sub-Accounts are
calculated using the method prescribed by the Securities and Exchange 
Commission. Both yields reflect the deduction of the annual 1.40% asset-based 
Contract charges (this deduction is not applicable to the CIF-DCA Sub-Account 
and accounts for the CIF-DCA Sub-Account yields being higher than the CIF 
yields). Both yields also reflect, on an allocated basis, the Contract's annual 
$36 Contract Maintenance Charge. Both yields do not reflect Contingent Deferred 
Sales Charges and premium taxes. The yields would be lower if these charges were
included. The following are the standardized formulas:

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

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

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

 B =  hypothetical Contract Maintenance Charge for the 7-day period. The assumed
      annual CIF charge is equal to the $36 Contract charge multiplied by a
      fraction equal to the average number of Contracts with CIF Sub-Account
      value during the 7-day period divided by the average total number of
      Contracts 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 CIF Accumulation Unit during the 7-day period divided
      by the average Contract Value in CIF Sub-Account during the 7-day period.
      The assumed annual CIF-DCA charge is similarly calculated using CIF-DCA
      data.

 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 CIF or CIF-DCA Sub-Account will continue over an entire year. The 
effective yield formula also annualizes seven days of net income but it assumes 
that the net income is reinvested over the year. This compounding effect causes 
effective yield to be higher than the yield.

For the 7-day period ended 12/31/95, the yield for the CIF Sub-Account was 3.91%
and the effective yield was 3.99%. For the CIF-DCA Sub-Account the yield was
5.31% and the effective yield was 5.45%.

                        Independent Auditors' Report




The Board of Directors
Keyport Life Insurance Company:

We have audited the accompanying consolidated balance sheets of Keyport Life
Insurance Company and subsidiaries as of December 31, 1995 and 1994 and the
related consolidated statements of operations, stockholder's equity, and cash
flows for each of the years in the three-year period ended December 31, 1995. 
These consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Keyport Life
Insurance Company and subsidiaries as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1995, in conformity with generally accepted
accounting principles.

As discussed in note 2(b) to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standards No. 115, Accounting for
Certain Investments in Debt and Equity Securities, effective January 1, 1994.

                                   




February 16, 1996                                /s/KPMG Peat Marwick LLP





                            KEYPORT LIFE INSURANCE COMPANY
                              Consolidated Balance Sheets
                                    (in thousands)

                    Assets                                     December 31,
                                                            1995         1994

Cash and investments:
 Fixed maturities available for sale (amortized cost:
   1995 - $9,227,834; 1994 - $6,795,065)               $ 9,535,948  $ 6,509,815
 Fixed maturities held to maturity (fair value:
   1995 - $0; 1994 - $1,442,665)                             -        1,448,680
 Equity securities (cost: 1995 - $17,521;
   1994 - $13,627)                                          25,214       12,941
 Mortgage loans                                             74,505      129,452
 Policy loans                                              498,326      477,293
 Other invested assets                                      10,748       11,994
 Cash and cash equivalents                                 777,384      684,618

       Total cash and investments                       10,922,125    9,274,793

Accrued investment income                                  132,856      111,936
Deferred policy acquisition costs                          179,672      439,232
Value of insurance in force                                 43,939      139,221
Deferred federal income taxes                                -           42,361
Intangible assets                                           20,314       21,444
Federal income taxes recoverable                             9,205        4,911
Other assets                                                11,859       10,772
Separate account assets                                    959,224      828,934
    Total assets                                       $12,279,194  $10,873,604

    Liabilities and Stockholder's Equity

Policy liabilities:
 Policyholder account balances                         $10,073,806  $ 9,333,755
 Other policyholders' funds                                 10,586       10,289
     Total policy liabilities                           10,084,392    9,344,044

Current federal income taxes                                 7,666        -   
Deferred federal income taxes                               32,823        -   
Payable for investments purchased and loaned               317,715        -   
Guaranty association fees                                   21,940       24,688
Other liabilities                                           23,221       57,978
Separate account liabilities                               889,106      764,409
         Total liabilities                              11,376,863   10,191,119

Stockholder's equity:
 Common stock, $1.25 par value; authorized 8,000
    shares; issued and outstanding 2,412 shares              3,015        3,015
 Additional paid-in capital                                505,933      505,933
 Net unrealized investment gains (losses)                   85,772      (64,464)
 Retained earnings                                         307,611      238,001
     Total stockholder's equity                            902,331      682,485

     Total liabilities and stockholder's equity        $12,279,194  $10,873,604
         
            See accompanying notes to consolidated financial statements. 

                            KEYPORT LIFE INSURANCE COMPANY
                            Consolidated Income Statements


                                                         Year Ended December 31
                                                       1995     1994      1993

Revenues:
  Net investment income                             $757,361  $689,575  $669,667
  Insurance revenues                                  29,767    25,273    18,158
  Net realized investment gains (losses)              (3,958)   (8,220)   11,403
      Total revenues                                 783,170   706,628   699,228

Benefits and expenses:
  Interest credited to policyholders                 557,156   481,926   504,205
  Policy benefits                                      4,448     4,838     3,113
  Operating expenses                                  42,475    47,095    36,983
  Guaranty association expenses                        2,000     7,200     3,714
  Amortization of deferred policy acquisition costs   58,541    52,174    41,003
  Amortization of value of insurance in force          9,479    16,989    22,375
  Amortization of intangible assets                    1,130     1,130     1,130
      Total benefits and expenses                    675,229   611,352   612,523

Income before federal income taxes                   107,941    95,276    86,705
Federal income tax expense                            38,331    32,051    28,710

      Net income                                    $ 69,610  $ 63,225  $ 57,995
         

             See accompanying notes to consolidated financial statements.

<TABLE>
                             KEYPORT LIFE INSURANCE COMPANY
                    Consolidated Statements of Stockholder's Equity
                                    (in thousands)


<CAPTION                                                Net
                                                    Unrealized
                                         Additional Investment
                                 Common   Paid-In      Gains    Retained
                                 Stock    Capital    (Losses)   Earnings   Total
 
<S>                             <C>      <C>       <C>         <C>        <C>
Balance, December 31, 1992      $1,508   $430,933  $  5,687    $118,288  
$556,416

Net income                                                       57,995    
57,995
Capital contribution by parent             75,000                          
75,000
Change in net unrealized
  investment gains (losses)                          (5,141)               
(5,141)

Balance, December 31, 1993       1,508    505,933       546     176,283   
684,270

Net income                                                       63,225    
63,225
Common stock dividend            1,507                           (1,507)      -
  (1,206 shares)
Change in net unrealized
  investment gains (losses)                         (65,010)              
(65,010)

Balance, December 31, 1994       3,015    505,933   (64,464)    238,001   
682,485

Net income                                                       69,610    
69,610
Change in net unrealized
  investment gains (losses)                         150,236               
150,236

Balance, December 31, 1995      $3,015  $ 505,933  $ 85,772    $307,611  
$902,331 
</TABLE>


            See accompanying notes to consolidated financial statements.
<TABLE>
                            KEYPORT LIFE INSURANCE COMPANY
                         Consolidated Statements of Cash Flows
                                    (in thousands)
 
<CAPTION>                                               Year Ended December 31,
                                                    1995         1994      1993
<S>                                               <C>          <C>        <C>
Cash flows from operating activities:
 Net income                                     $   69,610   $  63,225  $ 
57,995
 Adjustments to reconcile net income to net cash 
   provided by operating activities:
     Interest credited to policyholders            557,156     478,797   
501,073
     Net realized investment losses (gains)          3,958       8,220   
(11,403)
     Amortization of value of insurance in force
       and intangible assets                        10,609      18,120    
23,505
     Net amortization (accretion) on investments     9,688      12,215    
(3,132)
     Change in deferred policy acquisition costs   (24,630)    (38,852)  
(50,531)
     Change in current and deferred federal 
       income taxes                                  1,953       7,731    
10,988
     Change in guaranty association fees            (2,748)        140    
(3,669)
     Net change in other assets and liabilities    (61,058)    (13,729)     
(102)
           Total adjustments                       494,928     472,642   
466,729

           Net cash provided by operating
             activities                            564,538     535,867   
524,724

Cash flows from investing activities:
 Investments purchased - held to maturity            -       
(277,626)(2,674,315)
 Investments purchased - available for sale     (2,851,013) (2,624,493)     -   
 Investments sold - held to maturity                14,930      10,637    
97,816
 Investments sold - available for sale             605,197     950,885   
387,305
 Investments matured - held to maturity            317,773     576,021 
1,195,083
 Investments matured - available for sale          906,522     854,441   
758,279
 Increase in policy loans                          (21,033)    (35,143)  
(38,661)
 Decrease in mortgage loans                         54,947      26,520     
3,416
 Acquisition of subsidiary, net of cash acquired     -            (961)  
(24,831)
           Net cash used in investing activities  (972,677)   (519,719) 
(295,908)

Cash flows from financing activities:
 Withdrawals from policyholder accounts           (933,785)
(1,034,464)(1,295,617) 
 Deposits to policyholder accounts               1,116,975   1,202,076   
856,339
 Capital contribution by parent                      -            -       
75,000
 Securities lending                                317,715        -         -   
           Net cash provided by (used in)
             financing activities                  500,905     167,612  
(364,278)

Change in cash and cash equivalents                 92,766     183,760  
(135,462)
Cash and cash equivalents at beginning of year     684,618     500,858   
636,320

Cash and cash equivalents at end of year       $   777,384  $  684,618 $ 
500,858
</TABLE>

             See accompanying notes to consolidated financial statements.


                    KEYPORT LIFE INSURANCE COMPANY

               Notes to Consolidated Financial Statements
                      December 31, 1995 and 1994
                             (in thousands)

(1)   Organization

Keyport Life Insurance Company offers a diversified line of fixed and
variable annuity products designed to serve the growing retirement savings
market.  These annuity products primarily consist of single premium deferred
and variable annuities that are sold through a wide ranging network of banks,
agents, and securities dealers.

The consolidated financial statements include Keyport Life Insurance Company
and its wholly owned subsidiaries, Independence Life and Annuity Company
("Independence Life"), Keyport Advisory Services Corporation, and Keyport
Financial Services Corporation (collectively, the "Company").  The Company is
a wholly owned subsidiary of Stein Roe Services Incorporated ("Stein Roe").
Stein Roe is a wholly owned subsidiary of Liberty Financial Companies,
Incorporated ("Liberty Financial") which is a majority-owned Insurance
Company ("Liberty Mutual").

(2)   Summary of Significant Accounting Policies

(a) Basis of Reporting and Principles of Consolidation
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP) which vary in
certain respects from reporting practices prescribed or permitted by state
insurance regulatory authorities.  The preparation of financial statements in
conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities as of the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual amounts could subsequently differ from such
estimates. All significant intercompany transactions and balances have been
eliminated. 

(b) Investments
Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 115 , "Accounting for Certain Investments in Debt
and Equity Securities" ("SFAS 115").  SFAS 115 segregates fixed maturity 
investments into three classifications: "held to maturity", "trading" and 
"available for sale."  Securities may be designated as held to maturity only
if there is the positive intent and ability to hold these securities to
maturity.  Held to maturity securities are carried at amortized cost. Securities
purchased for short-term resale are classified as trading and are carried at
fair value. Unrealized gains and losses on trading account securities are 
recognized in income. Fixed maturity investments are classified as available
for sale if they might be sold in response to changes in market interest rates,
changes in the security's prepayment risk, general liquidity needs, or other
factors. Available for sale securities ar carried at fair value and unrealized
gains and losses (net of related adjustments to deferred policy acquisition
costs, value of insurance in force and deferred income taxes) are recorded
directly to stockholder's equity. Equity securities ar classified as available
for sale and are carried at fair value. Unrealized gains and losses on equity
securities ar credited or charged directly to stockholder's equity net of 
applicable deferred income taxes. 

Accordingly, as of January 1, 1994, the Company reclassified certain fixed
maturity investments from the held to maturity to the available for sale
category to conform to the classification criteria prescribed in SFAS 115.
This had the effect of recording a net unrealized gain of $41,614 directly
to stockholder's equity.

As of December 31, 1995, pursuant to a Guide to Implementation of SFAS 115
issued by the Financial Accounting Standards Board in November 1995, the 
Company made a one-time reclassification from fixed maturities held to
maturity to fixed maturities available for sale. This had the effect of
recording a net unrealized gain of $13,867 directly to stockholder's equity.

The Company enters into dollar roll transactions to enhance the yield of its
mortgage backed portfolio.  Dollar roll transactions represent a one month
reverse repurchase agreement involving mortgage backed securities, frequently
those issued by a U.S. Government Agency.  Dollar roll transactions under
which substantially the same securities are received at the end of the
repurchase period are accounted for as financing arrangements.  Accordingly,
both the collateral and repurchase liability are reflected on the balance sheet
and the transaction fee is recorded over the period of the agreement. As of
December 31, 1995, the Company was engaged in one dollar roll agreement 
classified as a financing arrangement involving a FNMA mortgage backed security
with market value of $87,198. The Company did not enter into dollar roll
agreements during 1994.

The Company from time to time engages in securities lending under which it
lends certain U.S. Government and corporate bonds to approved counterparties
to enhance the yield of its bond portfolio. The carrying values of the loaned
securities are unaffected by the transaction, and the lending fee is recorded
during the period the securities are loaned.  The Company records the
collateral received for the security lending transaction as an asset and its
obligation to return the collateral at the end of the transaction as a
liability. As of December 31, 1995, the Company had recorded an asset, and a
corresponding liability of $230,517 for cash pledged as collateral.  The
Company did not enter into any securities lending transactions in 1994.  

Fixed maturities and mortgage loans with premiums and discounts are amortized
using the interest method.  Unamortized premiums and discounts on mortgage
backed securities are amortized using the interest method over the estimated
remaining term of the securities, adjusted for anticipated prepayments.  

Policy loans are carried at the unpaid principal balance plus accrued
interest.  Cash and cash equivalents are carried at cost, which approximates 
market.

Realized investment gains and losses are calculated on a first-in, first-out 
basis. For each investment security where a decline in value is determined to
be other than temporary, the Company's policy is to write down the investment
security to fair value with the charge to realized investment losses.  Sales 
of securities supporting the Company's single premium deferred annuities and 
single premium whole life products result in adjustments to the amortization 
of the deferred policy acquisition costs and the value of insurance in force.
The increase or decrease in amortization relating to such adjustments is
included in realized investment gains and losses to reflect the acceleration or 
delay in the incidence of the estimated gross profits.

(c) Derivative Financial Instruments
Effective December 31, 1994, the Company adopted Statement of Financial
Accounting Standards No. 119, "Disclosure about Derivative Financial
Instruments and Fair Value of Financial Instruments" ("SFAS 119"). SFAS 119 
requires specific disclosures about derivative financial instruments such as 
forward, swap and option contracts and requires distinguishing between
financial instruments held or issued for trading purposes and financial
instruments held or issued for purposes other than trading.  

As part of the Company's overall risk management policy, the Company uses 
interest rate swaps and interest rate caps.  Interest rate swaps are used to 
reduce the risk in a rising interest rate environment by providing additional
investment income to cover higher competitive credited rates to policy-
holders to reduce the invested asset duration, and to better match the 
interest rates earned on invested assets with those interest rates credited 
to policyholders. Interest rate swaps are considered synthetic alterations
since the objective of the swaps is to change the characteristics of the
underlying invested assets to reduce the impact of rising interest rates. Since 
interest rate swaps are designated as synthetic alterations of securities 
available for sale, interest rate swaps are carried at fair value for those 
securities, and the unrealized gain or loss is included in stockholder's 
equity. 

The net differential to be paid or received on interest rate swaps is
recorded monthly in investment income as interest rates change. From time to 
time, swap positions may be terminated. If the terminated swap was accounted 
for as a hedge, realized gains or losses are amortized over the remaining 
life of the swap. Conversely, if the terminated swap was not accounted for as
a hedge, or the assets and liabilities that were altered no longer exist, the
swap position is marked to market, and realized gains or losses are immediately
recognized in income. The Company is exposed to potential credit loss in the 
event of nonperformance by the counterparty to the interest rate swap 
agreements with respect to only the net differential payments.

Interest rate caps are used to minimize exposure to rising interest rates.
The Company receives payments when the indexed rate exceeds the stated strike
rate.  The cost of interest rate caps is amortized on a straight-line basis 
over the period to maturity.  Since interest rate caps are designed as 
synthetic alterations of securities available for sale, interest rate caps 
are carried at fair value and the unrealized gain or loss is included in 
stockholder's equity.

The Company also utilizes derivative financial instruments to replicate 
positions in a trading portfolio of pass-through mortgage backed securities.
As a result, these derivative financial instruments are classified as trading
instruments and are recorded at fair value. Realized and unrealized changes 
in fair value are recognized in realized investment gains and losses.
Interest income arising from these trading instruments is included in net 
investment income.  

(d) Recognition of Insurance Revenues and Policy Benefits
Revenues from single premium whole life policies and single premium deferred 
annuities include mortality charges, surrender charges, policy fees and 
contract fees and are recognized when assessed. Policyholder account balances
consist of deposits received plus credited interest, less accumulated policy-
holder charges, assessments, and withdrawals.  Policy benefits that are 
charged to expenses include benefit claims incurred in the period in excess 
of related policy account balances. Interest crediting rates ranged from 3.60%
to 8.35%, 3.75% to 8.50%, and 3.75% to 8.90% at December 31, 1995, 1994, and
1993, respectively.

(e) Deferred Policy Acquisition Costs and Value of Insurance in Force
Policy acquisition costs are the costs of acquiring new business which vary 
with, and are primarily related to, the production of new business.  These 
costs are deferred to the extent they are deemed recoverable from future 
gross profits.  Such costs include commissions, costs of policy issuance and 
underwriting, and variable agency expenses.  Costs deferred are amortized in 
relation to the present value of estimated gross profits from mortality, 
investment and expense margins.  Amortization of such cost is adjusted to 
reflect the effect of differences between original assumptions and actual
experience.

Value of insurance in force represents the actuarially-determined present 
value of projected future profits from policies in force at the date of their
acquisition.  This amount is amortized in proportion to the projected 
emergence of profits over periods not exceeding fifteen years for annuities 
and twenty-five years for life insurance.

Deferred policy acquisition costs and value of insurance in force are 
adjusted to reflect the amounts associated with realized and unrealized 
investment gains and losses pertaining to single premium deferred annuities 
and single premium whole life products. 

(f) Intangible Assets
Intangible assets consist primarily of goodwill.  Goodwill is the excess of 
the purchase price over the fair value of the net assets acquired by Liberty 
Mutual and is amortized on a straight-line basis over twenty-five years.

(g) Separate Account
Separate account assets, which are carried at fair value, consist principally
of investments in mutual funds and are included as a separate caption in the 
consolidated balance sheets. Investment income and changes in asset values 
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.  Fees earned by the Company related to these contracts were
$14,646, $13,694 and $8,489, for the years ended December 31, 1995, 1994 and
1993, respectively. As of December 31, 1995 and 1994, the Company also 
classified $72,533 and $64,962, respectively, of its investments in certain
mutual funds sponsored by the Company and its affiliates as separate account
assets.

(h) Federal Income Taxes
Beginning in 1994, the Company is included in Liberty Mutual's consolidated 
tax return.  The Company calculates its consolidated income tax liability as 
if it filed its own consolidated federal income tax return.

(i) Cash and Cash Equivalents
Cash and cash equivalents include short-term investments which have an 
original maturity of three months or less from the time of purchase.

(j) Reclassifications
Certain reclassifications have been made to the prior year consolidated 
financial statement amounts to conform to the current year presentation.

(3) Acquisition
On October 1, 1993, the Company acquired the common stock of Crown America 
Life Insurance Company (Crown America), a Michigan insurance company, for 
$27,877.  The acquisition was accounted for as a purchase and, accordingly, 
operating results are included in the accompanying consolidated financial 
statements from date of acquisition. In connection with the acquisition, the 
Company acquired assets with a fair value of $185,735 and assumed liabilities
of $157,858.

On February 22, 1994, the acquisition was completed with the contingent 
purchase price payment of $1,479, which increased the value of insurance in 
force.

On December 29, 1993, Crown America was redomesticated to the state of Rhode 
Island and, on January 10, 1994, the name was changed to Keyport America Life
Insurance Company.  On July 19, 1995, the name was changed to Independence 
Life and Annuity Company.

(4)   Investments

(a) Fixed Maturities
Fair values of publicly-traded securities are determined using values 
reported by an independent pricing service.  Fair values of conventional 
mortgage backed securities not actively traded in a liquid market are 
obtained through broker-dealer quotations.  Fair values of private placement 
bonds are determined by obtaining market indications from various 
broker-dealers.  The amortized cost and fair values of investments in fixed
maturities at December 31, 1995 and 1994 were as follows:

                                                  December 31,1995
                                                  Gross        Gross
                               Amortized     Unrealized     Unrealized      Fair
                                 Cost          Gains           Losses      Value

Available for sale:
 U.S. Treasury securities      $  360,157    $  9,020      $   (209)  $  368,968
 Mortgage backed securities of
   U.S. government
   corporations and agencies    1,585,538      58,795        (5,250)   1,639,083
 Obligations of states and
   political subdivisions          26,688       1,324           -         28,012
 Debt securities issued by
   foreign governments             57,446       4,258           -         61,704
 Corporate securities           3,479,584     224,332        (7,309)   3,696,607

Other mortgage backed securities 1,951,480     66,530       (71,754)   1,946,256
 Asset backed securities         1,543,891     29,823        (1,446)   1,572,268
 Senior secured loans              223,050       -             -         223,050

      Total fixed maturities
        available for sale      $9,227,834   $394,082      $(85,968)  $9,535,948

                                                December 31, 1994
                                                Gross        Gross
                                   Amortized  Unrealized   Unrealized    Fair
                                     Cost       Gains        Losses      Value 
 

Held to maturity:
 Mortgaged backed securities of
   U.S. Government
   corporations and agencies     $  206,569   $ 8,683    $     (18)   $  215,234

 Obligations of states and
   political subdivisions            21,452       277          (28)       21,701
 Corporate Securities               843,669    14,564      (17,005)      841,228
 Other mortgage backed securities    79,164        44       (3,385)       75,823
 Asset backed securities            297,826        88       (9,235)      288,679

    Total fixed maturities
      held to maturity           $1,448,680   $23,656    $ (29,671)   $1,442,665

Available for sale:
 U.S. Treasury securities        $  271,700   $     2    $  (8,390)   $  263,312
 Mortgaged backed securities of
   U.S. Government
   corporations and agencies      1,238,925     1,244      (76,651)    1,163,518
 Obligations of states and
   political subdivisions            37,718       433         -           38,151
 Debt securities issued by
   foreign governments               82,608     1,049       (4,079)       79,578
 Corporate securities             2,607,712    17,951     (116,077)    2,509,586
 Other mortgage backed securities 1,186,515    14,577      (70,250)    1,130,842
 Asset backed securities          1,123,803       654      (45,713)    1,078,744
 Senior secured loans               246,084      -            -          246,084

    Total fixed maturities
      available for sale         $6,795,065   $35,910    $(321,160)   $6,509,815

At December 31, 1995 and 1994, bonds with an amortized cost of $7,710 and 
$7,657, respectively, were on deposit with regulatory authorities.

(b) Contractual Maturities
The amortized cost and fair value of fixed maturities for the various 
categories at December 31, 1995, by contractual maturity, are set forth 
below. Expected maturities may differ from contractual maturities as 
borrowers have the right to call or prepay certain obligations with or 
without call or prepayment penalties.

                                               December 31, 1995
                                             Amortized         Fair
                                               Cost           Value
Available for sale:
  Due in one year or less                  $  254,299      $  256,055
  Due after one year through five years     1,503,507       1,564,132
  Due after five years through ten years    1,838,679       1,953,542
  Due after ten years                         550,440         604,612
                                            4,146,925       4,378,431
  Mortgage and asset
    backed securities                       5,080,909       5,157,607

                Total fixed maturities
                  available for sale       $9,227,834      $9,535,948

(c) Net Unrealized Investment Gains (Losses)
Net unrealized investment gains (losses) as of December 31, 1995 and 1994 
were as follows:

                                                             December 31
                                                           1995        1994
Fixed maturities available for sale:
  Gross unrealized gains                                $ 394,082   $  35,910
  Gross unrealized losses                                 (85,968)   (321,160)
                                                          308,114    (285,250)
  Adjustments for:
   Deferred acquisition costs                            (151,351)    135,059
   Value of insurance in force                            (32,459)     53,344
     Total fixed maturities                               124,304     (96,847)

Equity securities and investments in separate account:
  Gross unrealized gains                                   16,927       1,932
  Gross unrealized losses                                  (1,980)     (4,261)
      Total equity securities                              14,947      (2,329)

Interest rate caps                                         (7,294)       -
                                                          131,957     (99,176)

Deferred federal income taxes                             (46,185)     34,712

       Net unrealized investment gains (losses)         $  85,772   $ (64,464) 

(d) Net Investment Income
Net investment income is summarized as follows:

                                                 Year Ended December 31,
                                             1995         1994        1993

Fixed maturities                           $683,429     $635,947    $619,847
Equity securities                             4,807        2,132       2,368
Mortgage loans                               12,444       15,416      17,252 
Policy loans                                 28,485       26,295      22,766
Cash and cash equivalents                    41,643       20,727      18,551
   Gross investment income                  770,808      700,517     680,784

Investment expenses                         (13,447)     (10,942)    (11,117)

     Net investment income                 $757,361     $689,575    $669,667

As of December 31, 1994, the carrying value of fixed maturity investments
that were non-income producing for the preceding twelve months was $4,967.
There were no non-income producing fixed maturity investments as of December 
31, 1995.

(e) Net Realized Investment Gains (Losses)
Net realized investment gains (losses) are summarized as follows:

                                                 Year Ended December 31,
                                               1995       1994        1993
Fixed maturities - held to maturity
  Gross gains                               $  1,306    $  3,493    $ 31,594
  Gross losses                                   (64)       (755)     (3,070)
  Other than temporary declines                 -         (7,904)       -
  Provisions for possible investment losses     -           -        (16,609)
Fixed maturities - available for sale
  Gross gains                                  8,156      26,043       7,097
  Gross losses                               (15,982)    (26,831)     (6,311)
  Other than temporary declines                 -         (3,610)       -
  Provisions for possible investment losses     -           -          7,487
Equity securities                              1,279        (845)     11,228
Interest rate swaps                             (860)        (28)    (16,193)
Interest rate caps                              -           -         (6,082)
Other                                            (13)       (809)      1,412

   Gross realized investment gains (losses)   (6,178)    (11,246)     10,553

Amortization adjustments:
  Deferred policy acquisition costs            2,220       2,675         785
  Value of insurance in force                   -            351          65

    Net realized gains (losses)             $ (3,958)   $ (8,220)    $ 11,403

Proceeds from sales of fixed maturities were as follows:

                                              Year Ended December 31,
                                           1995        1994         1993

Fixed maturities - available for sale    $565,366    $927,779     $313,568
Fixed maturities - held to maturity        14,930      10,637       97,816

      Total proceeds                     $580,296    $938,416     $411,384

The sale of fixed maturities held to maturity during 1995 and 1994 relate to
certain securities, with an amortized cost of $14,994 and $10,630, respectively,
which were sold specifically due to a significant deterioration
in the issuer's creditworthiness.

(f) Concentration of Investments
Investments in a single entity (all of which are fully collateralized and 
guaranteed by an agency or agencies of the U.S. Government) in excess of ten 
percent of total stockholder's equity as of December 31, 1995 and 1994 were 
as follows:

                                                Carrying Value at
                                                    December 31,
                                                  1995       1994
Mortgage backed securities
     FNMA Pool #303075                         $134,884    $125,212
     Morgan Stanley CMO (33-5)                  108,051     101,832
     FNMA Pool #303074                          105,832      98,470
       
Investments in fixed maturities are diversified among more than one hundred
industries.  Significant concentrations of credit risk are classified as 
follows:

                                         Carrying Value at
                                              December 31,
                                           1995         1994

Financial services                       $547,872     $539,537
Telecommunications                        324,029      276,559
Banks                                     323,579      247,514
Electrical services                       271,822      437,339
Oil and gas                               261,161      274,026
Paper products                            205,889      146,472
Retail                                    197,064      247,874
Transportation equipment                  168,588      146,593
Credit institutions                          -         173,565
Food and beverage                            -         151,758
            
(g) Quality Ratings
The carrying values of publicly traded and privately placed fixed maturities 
at December 31, 1995 represented by each quality ratings category were as 
follows:

                                        Carrying Value at December 31, 1995
                                        Publicly     Privately
                                         Traded       Placed        Total
Investment grade:
  U.S. government                    $  368,969         -        $  368,969
  Class 1                             4,996,275    $1,480,089     6,476,364
  Class 2                               982,096       896,673     1,878,769
    Total Investment grade            6,347,340     2,376,762     8,724,102

Below investment grade:
  Class 3                               317,131       147,517       464,648
  Class 4                               201,718       123,032       324,750
  Class 5                                 -            22,448        22,448
    Total below investment grade        518,849       292,997       811,846

    Total fixed maturities           $6,866,189    $2,669,759    $9,535,948


The Company held no securities rated Class 6 at December 31, 1995.

Securities that are rated class 1 or 2 by the Securities Valuation Office of
the National Association of Insurance Commissioners (NAIC), or, if not so rated,
securities that are rated "BBB-" or above by S&P, or "Baa3" or above by Moody's
(using the lower of the S&P or Moody's rating) are considered "investment grade"
securities. Securities included in the U.S. government category in the preceding
table are those as defined by the NAIC.

The distribution of fixed maturities quality ratings were as follows:

                                                 December 31,     
                                              1995         1994

Class 1 (including U.S. government)           71.8%         72.3%
Class 2                                       19.7%         19.9%
Class 3                                        4.9%          5.6%
Class 4                                        3.4%          2.0%
Class 5                                        0.2%          0.2%

(h) Derivative Financial Instruments
The Company's primary objective in acquiring certain derivative financial 
instruments is the management of interest rate risk. Interest rate risk results
from a mismatch in the timing and amount of invested asset and policyholder 
liability cash flows.  The Company seeks to manage this risk through various 
asset/liability management strategies such as the setting of renewal rates and
by investment portfolio actions designed to address the interest rate 
sensitivity of asset cash flows in relation to liability cash flows. Portfolio
actions used to manage interest rate risk include managing the effective
duration of portfolio securities and utilizing interest rate swaps and caps.

Interest rate swaps
The Company uses a combination of three distinct classes of interest rate swaps
to reduce interest rate risk. The following table summarizes the categories of 
swaps used, their notional amounts, their weighted average interest rates as of
the reporting period date, and their effects on the consolidated balance sheets
and statements of income.  The majority of swaps mature beginning in 1999 
through 2001. The fair values of the interest rate swaps are primarily obtained
from dealer quotes.  These values represent the estimated amounts the Company
would receive or pay to terminate the contracts, taking into account current
interest rates and, when appropriate, the current creditworthiness of the
counterparties.

                                                               December 31,
                                                             1995       1994
Interest rate swaps:
(1) Pay fixed, receive variable rate - notional amount     $1,975,000  $775,000
    Average pay rate                                            6.79%     7.19%
    Average receive rate                                        5.88%     7.61%
    Amount included in net investment income               $   (2,751) $ (1,213)
    Fair value                                             $  (64,124) $ 27,587
    Carrying value - unrealized gain (loss) included in 
       fixed maturities available for sale                 $  (64,124) $ 27,587
    Deferred loss - included in fixed maturities 
       available  for sale                                 $   (3,662)     -  

(2) Pay variable, receive variable rate - notional amount        -     $300,000
    Average pay rate                                             -        5.85%
    Average receive rate                                         -        6.42%
    Amount included in net investment income               $   (1,251) $  6,781
    Fair value                                                   -     $(14,550)
    Carrying value - unrealized gain (loss) included in 
       fixed maturities available for sale                       -     $(14,550)
    Deferred loss - included in fixed maturities
       available for sale                                  $   (6,952)     -

(3) Srpead lock swap - notional amount                           -     $150,000
    Seven year spread                                            -        0.34%
    Amount included in net investment income               $      746      -
    Fair value                                                   -     $    731
    Carrying value - unrealized gain (loss) included in 
       fixed maturities available for sale                       -     $    731

1)  The Company had thirty-six interest rate swap contracts with a notional 
amount $1,975,000 and twenty contracts with a notional amount of $775,000 as of
December 31, 1995 and 1994, respectively, on which it pays a fixed rate of 
interest and receives variable rates based on the two, five, and ten year 
"constant maturity" treasury or swap rate.  The variable rates are reset to 
current market levels at six month intervals.  The objective of holding this 
class of derivatives is to reduce invested asset duration and better match the 
interest rates earned on medium to long-term (grater thatn two year maturity)
fixed rate assets with the interest rates credited to policyholders. The
Company has medium to long-term invested assets of approximately $8,624,000 and
$5,600,000 in 1995 and 1994, respectively. For the majority of new and existing
single premium deferred annuities, credited rates are reset annually. In
addition, rates credited on annuity policies are closely correlated with longer
term interest rates, e.g., five or ten year market interest rates. This
derivative class allows the Company to swap the fixed interest rates received
on the medium to long-term fixed rate invested assets for a variable rate
which is better correlated with rates credited to policyholders. This reduces
the Company's risk in rising interest rate environments by providing investment
income to cover higher competitive credited rates. 

2)  In 1994, the Company had six interest rate swaps contracts with a notional
amount of $300,000 on which it paid a variable rate of interest based on the 
six month LIBOR and received a variable rate based on the ten year swap rate 
minus 1.50%.  The objective of holding this class of derivatives is to better
match the interest rates earned on short term and floating rate assets with the
interest credited to policyholders.  The Company had approximately $850,000 of
invested assets where the Company received interest income based on interest
rates closely correlated with short-term LIBOR. This derivative class allowed
the Company to swap variable interest income received on short term and floating
rate assets for a variable rate which was better correlated with rates credited
to policyholders.

During 1995, certain swaps were sold as part of the Company's overall tax 
planning strategy.  The Company unwound one pay fixed and six pay variable 
interest rate swap contracts with a notional amount of $350,000.  In 1992 the
Company unwound 3 contracts with a notional amount of $300,000. The resulting
loss of $10,691 in 1995 and the gain of $16,230 in 1992 were deferred and 
amortized over the original remaining terms of the contracts, in accordance with
hedge accounting.  The following table summarizes the deferred gain (loss) 
amounts included in the consolidated balance sheet and the expected recognition
of income by year:

                                                 December 31,
                                              1995          1994
Amounts expected to be includes in net
 invested income:
 Within one year                           $  (1,861)     $  4,720
 Within one to five years                     (7,862)          891
      Total                                $  (9,723)     $  5,611 

During 1993, the Company unwound interest rate swap contracts with a notional
amount of $200,000.  The swaps were unwound when the associated liabilities no
longer existed, resulting in a loss of $16,193, which was recognized 
immediately.  

3)  In 1993, the Company entered into a $150,000 notional "spread lock" that 
terminated in 1995.  The Company received/(paid) the present value of the 
seven year swap if corporate spreads widened/(compressed) above/(below) the 
seven year swap spread of 26 basis points based on the 7.5% U.S. Treasury note
maturing November 15, 2001.  As the result of the termination, the Company 
recognized income of $746 during 1995. The objective of this derivative was to
reduce the exposure of the Company's fixed maturity investments to widening 
corporate spreads. The value of the company's corporate bond portfolio decreased
as corporate spreads widened. The Company's spread lock swap increased in value
as spreads widened and thus reduced the Company's risk. 

Interest rate caps
The Company had seven interest rate caps with a $450,000 notional amount and
six interest rate caps with a $400,000 notional amount as of December 31, 1995
and 1994, respectively.  These contracts are indexed to either the three month 
LIBOR, or to the two or five year constant maturity swap (CMS) rates.  Under 
these contracts, the Company has paid a premium for the right to receive 
payments when the index rises above a predetermined level, i.e., the strike 
rate.  The objective of holding these derivatives is to reduce the Company's
risk in rising interest rate environments by providing additional investment
income to cover higher competitive interest credited rates on policy 
liabilities.

The following table summarizes the interest rate caps, their notional amounts,
their weighted average strike and index rates as of the reporting period date,
and their effects on the consolidated balance sheets and income statements. The
majority of caps mature in 1997 and 1999. The fair values of the interest rate 
caps are obtained from dealer quotes.  These values represent the estimated 
amounts the Company would receive or pay to terminate the contracts, taking into
account current interest rates and, when appropriate, the current credit-
worthiness of the counterparties.

                                                                December 31,
                                                              1995        1994
Interest rate caps:
Index: three month LIBOR - notional amount                 $ 200,000   $200,000
  Weighted average strike rate                                 8.50%      8.50%
  Weighted average current index                               5.63%      6.44%
  Amortization expense included in net investment income   $    (648)  $   (649)
  Fair value                                               $      46   $  2,698
  Carrying value                                           $   1,254   $  1,903
  Unrealized gain (loss) included in fixed maturities AFS  $  (1,208)  $    795

Index: two year CMS - notional amount                      $ 150,000   $100,000
  Weighted average strike rate                                 7.60%      7.25%
  Weighted average current index                               5.28%      7.91%
  Amortization expense included in net investment income   $  (1,305)  $   (144)
  Fair Value                                               $   1,001   $  4,930
  Carrying value                                           $   5,269   $  5,001
  Unrealized gain (loss) included in fixed maturities AFS  $  (4,268)  $    (71)

Index: five year CMS - notional amount                     $ 100,000   $100,000
  Weighted average strike rate                                 8.26%      7.93%
  Weighted average current index                               5.66%      7.83%
  Amortization expense included in net investment income   $    (564)  $    (38)
  Fair value                                               $     414   $  2,806
  Carrying value                                           $   2,232   $  2,800
  Unrealized gain (loss) included in fixed maturities AFS  $  (1,818)  $      6

During 1993, the Company sold interest rate caps with notional amounts of 
$300,000, resulting in realized losses of $4,082. In 1993, due to an other than
temporary decline in value, the Company reduced the carrying value of the 
remaining interest rate caps by $2,000 resulting in a realized loss.

Trading Instruments
During 1995, a $50,000 notional current coupon mortgage swap matured.  The 
Company paid a total return of a seven year swap to receive the total return of
a current coupon, thirty year FNMA pass-through mortgage backed security plus 
 .40%.  The swap reset to market levels at two month intervals.  The objective
of the strategy was to replicate a position in FNMA pass-throughs with an 
enhanced return.  

The following table summarizes the current coupon mortgage swap and the effects
on the consolidated balance sheets and income statements.  The swap matured in
1995.  The fair value represents the estimated amount the Company had paid to 
terminate the contracts in 1994, taking into account current interest rates and,
when appropriate, the current creditworthiness of the counterparties.  

                                                                 December 31,
                                                               1995       1994
Current coupon mortgage swap:
 Notional amount                                                -      $ 50,000
 Pay rate at reporting date                                     -         8.05%
 Receive rate at reporting date                                 -         8.90%
 Amount included in net investment income                       -      $    455
 Amount included in net realized investment gains (losses)   $ (860)   $    (28)
 Fair value                                                     -      $    153


(5)  Fair Value of Financial Instruments

Estimated fair values of the Company's investments in fixed maturities, equity
securities and derivative financial instruments are set forth in Note 4.  
Estimated fair values, methods and assumptions of the Company's other financial
instruments are set forth below.
 
(a) Mortgage loans
For purposes of estimating fair value, mortgage loans are segregated into 
commercial real estate loans and residential mortgages.  The fair value of  
commercial real estate loans is calculated by discounting scheduled cash flows
through the stated maturity using estimated market rates. The estimated market
rate is based on the five year prime mortgage rate.  The fair value of  
residential mortgages is estimated by discounting contractual cash flows 
adjusted for expected prepayments using an estimated discount rate. The discount
rate is an estimated market rate adjucted to reflect differences in servicing
costs, and the expected prepayments are estimated based upon Company experience.

Morgage loans are summarized as follows: 

                                             December 31, 1995
                                             Average      Estimated   Estimated
                                 Carrying   Historical    Discount       Fair
                                  Value       Yield         Rate        Value

Commercial real estate loans    $ 39,500        9,4%         7.5%      $ 40,351
Residential mortgages             35,005       13.6%         7.5%        39,346

                                             December 31, 1994
                                             Average      Estimated   Estimated
                                 Carrying   Historical    Discount       Fair
                                  Value       Yield         Rate        Value

Commercial real estate loans    $ 87,000        9.4%         8.3%     $ 89,795
Residential mortgages             42,452       13.7%         8.3%       49,003

The weighted average maturities (which may be different from the stated 
maturities) for the cash flows used in deriving the estimated fair values for
commercial real estate loans and residential mortgages are 0.3 years and 2.3
years, respectively, at December 31, 1995, and 1.3 years and 2.7 years, 
respectively, at December 31, 1994.

(b) Policy Loans
The carrying value of policy loans approximates fair value at December 31, 1995
and 1994.

(c) Policy Liabilities
The fair value of deposit liabilities with no stated maturity is equal to the
amount payable on demand.  The Company considers its policy liabilities to be
similar to deposit liabilities.

The carrying value and estimated fair value of the policy liabilities at 
December 31, 1995 were $10,084,392 and $9,650,113, respectively. The carrying
value and estimated fair value of the policy liabilities at December 31, 1994
were $9,344,044 and $8,961,971, respectively.

(6) Employee Benefit Plans
Keyport employees and certain employees of Liberty Financial are eligible to
participate in the Liberty Financial Companies, Inc. Pension Plan (the "Plan").
Under the Plan, all employees are vested after five years of service. Benefits
are based on years of service, the employee's average pay for the highest five
consecutive years during the last ten years of employment, and the employee's
estimated social security retirement benefit. The Company's funding policy is to
contribute the minimum required employer contribution under the Employee 
Retirement Income Security Act of 1974. The Company may, from time to time,
increase its employer contributions beyond the minimum amount but within IRS
guidelines.

Changes in prior service costs are amortized over the expected future service
periods of active participants expected to receive benefits under the Plan as of
the date such costs are first recognized.  Cumulative net actuarial gains and
losses in excess of a corridor amount are amortized over the expected future 
service periods of active participants expected to receive benefits under the
Plan.

The following table sets forth the Plan's funded status and amounts recognized 
in the Company's consolidated balance sheets.  Substantially all of the Plans'
assets are invested in mutual funds sponsored by an affiliated company.

                                                              December 31,
                                                            1995        1994
Actuarial present value of benefit obligations
  Accumulated benefit obligation, including
    vested benefits of $6,082 and $4,197                  $ 6,915     $ 5,025

  Projected benefit obligation for service to date        $ 9,185     $ 6,523
  Plan assets at fair value                                (5,703)     (4,459)
  Projected benefit obligation in excess of Plan assets     3,482       2,064
  Unrecognized net actuarial loss                          (1,740)       (227)
  Prior service cost not yet recognized in net periodic
    pension cost                                             (206)       (660)

  Accrued pension cost                                    $ 1,536     $ 1,177

                                                     Year Ended December 31,
                                                     1995      1994     1993

Pension cost includes the following components:
  Service cost benefits earned during the period    $ 541     $ 532    $ 392
  Interest cost on projected benefit obligation       603       534      423
  Actual return on Plan assets                       (999)       63     (185)
  Net amortization and deferred amounts               600      (338)     (88)

  Net periodic pension cost                         $ 745     $ 791    $ 542

The assumptions used to develop the actuarial present value of the projected 
benefit obligation, and the expected long-term rate of return on Plan assets are
as follows:

                                                   Years Ended December 31,
                                                  1995      1994      1993

Discount rate                                     7.25%     8.25%     7.25%
Expected long-term rate of return on assets       8.50%     8.50%     8.50%
Rate of increase in compensation levels           5.25%     5.25%     5.25%

The Company also provides a savings and investment plan with a matching savings
program containing several investment options for which substantially all 
employees are eligible.  In addition, the Company has a non-qualified deferred
compensation plan for certain employees.

(7) Deferred Policy Acquisition Costs and Value of Insurance In Force

The amounts of policy acquisition costs deferred and amortized are summarized
below:

                                                      Year Ended December 31,
                                                     1995       1994       1993

Balance, beginning of year                        $ 439,232 $ 262,646 $ 211,330 

 Additions:
  Policy acquisition costs deferred during period:
   Commissions                                       70,484    82,626    81,515
   Other expenses                                    12,687     8,400    10,019
    Total deferrals                                  83,171    91,026    91,534

   Adjustments for unrealized investment losses        -      135,059       -
   Adjustments for realized investment losses         2,220     2,675       785
    Total additions                                  85,391   228,760    92,319

 Deductions:
   Amortization expense                             (58,541)  (52,174)  (41,003)
   Adjustments for unrealized investment gains     (286,410)      -         -
    Total deductions                               (344,951)  (52,174)  (41,003)

Balance, end of year                              $ 179,672 $ 439,232 $ 262,646

The value of insurance in force is summarized below:

                                                    Year Ended December 31,
                                                  1995       1994       1993

Balance, beginning of year                     $ 139,221  $ 101,036   $ 115,824
 Additions:
  Value of insurance purchased                     -          1,479       7,522
  Interest accrued on unamortized balance          4,578      4,994       6,124
  Adjustments for unrealized investment losses     -         53,344        -
  Adjustments for realized investment losses       -            351          65
    Total additions                                4,578     60,168      13,711

 Deductions:
  Amortization expense                           (14,057)   (21,983)    (28,499)
  Adjustments for unrealized investment gains    (85,803)      -           -
    Total deductions                             (99,860)   (21,983)    (28,499)

Balance, end of year                           $  43,939  $ 139,221   $ 101,036

Interest is accrued on the unamortized value of insurance in force balance at
the contract rate of 5.58%, 5.49% and 6.01% for the years ended December 31,
1995, 1994 and 1993, respectively.

Estimated net amortization expense of the value of insurance in force as of 
December 31, 1995, is as follows: 1996 - $7,747; 1997 - $8,169; 1998 - $7,218;
1999 - $6,648; 2000 - $6,199; and thereafter - $40,417.

(8)   Federal Income Taxes

The provision for federal income taxes, computed under the asset and liability
 method, is summarized as follows:

                                                       Year Ended December 31,
                                                      1995      1994      1993

Current                                             $37,746   $18,118   $24,878
Deferred                                                585    13,933     3,832

Federal income tax expense                          $38,331   $32,051   $28,710

A reconciliation of federal income tax expense as recorded in the accompanying
consolidated statements of operations with expected federal income tax expense 
computed at the applicable federal tax rate of 35% is as follows:

                                                       Year Ended December 31,
                                                      1995      1994      1993

Expected income tax expense                         $37,779   $33,347   $30,347
Increase (decrease) in income taxes resulting from:
  Nontaxable investment income                       (1,737)   (2,099)   (2,189)
  Amortization of goodwill                              396       396       396
  Other, net                                          1,893       407       156

    Actual federal income tax expense               $38,331   $32,051   $28,710

In August 1993, the Omnibus Budget Reconciliation Act of 1993 was enacted.  This
law increased the Company's top marginal tax rate to 35% from 34% retroactive to
January 1, 1993.  The effect of this change in tax rates on the Company's 
consolidated financial statements was not material.

The components of deferred federal income taxes are as follows:

                                                              December 31,
                                                            1995         1994

Deferred tax assets:
  Policy liabilities                                    $ (140,971)  $ (127,558)
  Excess of tax over book bases - investments                 -         (69,039)
  Guaranty association fees                                 (7,679)      (8,642)
  Net operating loss carryforward                           (3,041)      (3,573)
  Deferred gain on interest rate swap agreements              (312)      (1,964)
  Other                                                     (1,039)      (3,914)
      Total deferred tax assets                           (153,042)    (214,690)

Deferred tax liabilities:
  Excess book over tax basis - investments                 130,530         -
  Deferred policy acquisition costs                         44,468      137,909
  Value of insurance inforce and intangibles                 7,152       34,420
  Deferred loss on interest rate swap agreements             3,715         -
      Total deferred tax liabilities                       185,865      172,329

      Net deferred federal income tax liability (asset)  $  32,823   $  (42,361)

The Company believes that is more likely than not that the Company will realize
the benefits of the total deferred tax assets and, accordingly, believes that a 
valuation allowance with respect to the realization of the total deferred tax
assets is not necessary. While there are no assurances that this benefit will be
realized, the Company expects that the net deductible amounts will be 
recoverable through the reversal of taxable temporary differences, taxes paid in
the carryback period, tax planning strategies, and future expectations of
taxable income.

As of December 31, 1995 and 1994, the Company had approximately $8,688 and 
$10,208 respectively, of net operating loss carryforwards relating to 
Independence Life's operations prior to the acquisition by the Company. These
operating loss carryforwards are limited to use against future taxable profits
of Independence Life and expire through 2006.

Income taxes paid were $44,694, $28,811, and $17,722 for the years ended 
December 31, 1995, 1994 and 1993, respectively.

(9)   Statutory Information and Dividend Restrictions

Accounting practices used to prepare statutory financial statements for 
regulatory filings of stock life insurance companies differ from GAAP.  In 
converting to GAAP, adjustments to the Company's statutory amounts include: the
deferral and amortization of the costs of acquiring new policies, such as 
commissions and other issue costs; the deferral of federal income taxes; the 
recognition as revenues of premiums for investment-type products for statutory
purposes but as deposits to policyholders' accounts under GAAP. In addition,
different assumptions are used in calculating policyholder liabilities, 
different methods are used for calculating valuation allowances for statutory
and GAAP purposes, and the Company's realized gains and losses on fixed income
investments due to interest rate changes are not deferred for GAAP. Statutory
surplus and statutory net income are presented below:

                                              Year Ended December 31,
                                            1995       1994       1993

Statutory surplus                        $ 535,179  $ 546,440  $ 517,181
Statutory net income                        25,689     24,871     65,315


The maximum amount of dividends which can be paid by the Company without prior
approval of the Insurance Commissioner of the State of Rhode Island is subject
to restrictions related to statutory surplus and statutory net gains from 
operations. As of December 31, 1995, such restriction would limit dividends to
approximately $34,604. The Company has not paid dividends since the acquisition
by Liberty Mutual.

(10) Transactions with Affiliated Companies

As of December 31, 1995 and 1994, the Company had $39,500 and $87,000, 
respectively, of commercial real estate loans of affiliated investment 
partnerships.  These mortgages are unconditionally guaranteed by Liberty Mutual.

The Company reimbursed Liberty Financial and certain affiliates for expenses 
incurred on its behalf for the years ended December 31, 1995, 1994 and 1993. 
These reimbursements included corporate general and administrative expenses, 
corporate overhead, such as executive and legal support, and investment 
management services.  The total amounts reimbursed were $7,626, $7,345 and 
$7,444 for the years ended December 31, 1995, 1994 and 1993, respectively.

During 1993 the Company received a $75,000 capital contribution from Liberty 
Financial.

(11) Commitments and Contingencies

The Company leases data processing equipment, furniture and certain office 
facilities from others under operating leases expiring in various years through
2001.  Rental expense amounted to $3,221, $3,011 and $3,042 for the years ended
December 31, 1995, 1994 and 1993, respectively. For each of the next five years,
and in the aggregate, as of December 31, 1995, the following are the minimum 
future rental payments under noncancelable operating leases having remaining 
terms in excess of one year:

          1996                                    $ 3,211
          1997                                      2,641
          1998                                      2,491
          1999                                      2,347
          2000                                      2,310
          Thereafter                                2,308

          Total minimum future rental payments    $15,308

Under existing guaranty fund laws in all states, insurers licensed to do 
business in those states can be assessed for certain obligations of insolvent
insurance companies to policyholders and claimants.  The actual amount of such
assessments will depend upon the final outcome of rehabilitation proceedings and
will be paid over several years.  In 1995, 1994 and 1993, the Company was 
assessed $8,143, $7,674 and $7,314, respectively.  During 1995, 1994 and 1993,
the Company recorded $2,000, $7,200, and $3,714, respectively, of provisions for
state guaranty fund association expenses.

Based on information recently provided by the industry association with respect
to aggregate assessments related to known insolvencies, the range of future 
assessments with respect to known insolvencies is estimated by the Company to
be between $16,500 and $25,500, taking into account the industry association 
information as well as the Company's own estimate of its potential share of such
aggregate assessments.  At December 31, 1995 and 1994, the reserve for such 
assessments was $21,940 and $24,688, respectively.

The Company is contingently liable for certain structured settlements written by
a subsidiary of Liberty Mutual and assigned to Keyport Life.  The Company 
guarantees to the policyholder payment in the event of nonperformance.  The loss
contingency related to the structured settlements is approximately $160,000. In
the opinion of management, the likelihood of loss is remote.  

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 condition.








                           Independent Auditors' Report



The Contract Owners of
Keyport Life Insurance Company's
KMA Variable Account:

We have audited the accompanying statement of assets and liabilities of the sub-
accounts comprising KMA Variable Account as of December 31, 1995, and the 
related statements of operations and changes in net assets for each of the 
years, or other periods as applicable, in the two-year period ended December 31,
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial 
statements based on our 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 from 
material misstatement. An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements. An audit 
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement 
presentation. We believe that our audits provide a reasonable basis for our 
opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of the sub-accounts comprising KMA
Variable Account at December 31, 1995, and the results of their operations and
changes in their net assets for each of the years, or other periods as 
applicable, in the two-year period ended December 31, 1995 in conformity with 
generally accepted accounting principles.






Boston, Massachusetts                            /s/ KPMG Peat Marwick LLP
April 5, 1996 









                           KMA VARIABLE ACCOUNT
                   Statement of Assets and Liabilities
                             December 31, 1995 


Assets
 Investments at market value:

  Keystone Custodian Funds
   Keystone Liquid Trust - 607,517 shares (cost $607,517)          $    607,517
   Quality Bond Fund (B-1) - 2,904 shares (cost $41,690)                 45,644
   Diversified Bond Fund (B-2) - 1,286 shares (cost $20,570)             19,734
   High Income Bond Fund (B-4) - 11,428 shares (cost $74,310)            47,770
   Growth and Income Fund (S-1) - 8,547 shares (cost $145,421)          201,450
   Mid-Cap Growth Fund (S-3) - 18,606 shares (cost $129,707)            166,523
   Small Company Growth Fund (S-4) - 60,038 shares (cost $423,848)      561,958

  SteinRoe Variable Investment Trust
   Cash Income Fund - 49,483,519 shares (cost $49,483,519)           49,483,519
   Capital Appreciation Fund - 8,012,396 shares (cost $125,748,804) 130,842,427
   Managed Assets Fund - 16,523,648 shares (cost $212,065,223)      232,652,959
   Mortgage Securities Income Fund - 7,301,076 shares
         (cost $75,331,987)                                          74,178,934
   Managed Growth Stock Fund - 3,998,768 shares (cost $71,903,849)   94,330,927

  Keyport Variable Investment Trust
   Colonial-Keyport Growth and Income Fund - 5,442,480 shares
         (cost $57,294,341)                                          68,629,676
   Colonial-Keyport Utilities Fund - 4,680,398 shares 
         (cost $46,877,524)                                          49,144,176
   Colonial-Keyport International Fund for Growth - 11,249,643
          shares (cost $22,198,330)                                  22,161,797
   Colonial-Keyport Strategic Income Fund - 4,231,510 shares
          (cost $46,573,368)                                         46,504,295
   Colonial-Keyport U.S. Fund for Growth - 3,451,833 shares 
          (cost $38,612,407)                                         42,664,655
   Newport-Keyport Tiger Fund - 8,285,382 shares (cost $17,226,888)  18,973,523

         Total assets                                              $831,217,484


Net Assets
   Variable annuity contracts (Note 5)                             $734,499,348
   Annuity reserves (Note 2)                                         23,733,326
   Retained by Keyport Life Insurance Company (Note 2)               72,984,810
                                                                    831,217,484

         Total net assets                                          $831,217,484




                   See accompanying notes to financial statements


                          KEYPORT LIFE INSURANCE COMPANY
                               KMA VARIABLE ACCOUNT
                Statements of Operations and Changes in Net Assets
                 For the periods ended December 31, 1995 and 1994


                        Keystone               Quality         Diversified
                       Liquid Trust        Bond Fund (B-1)    Bond Fund (B-2)
                   1995        1994        1995        1994    1995     1994

Income
  Dividends        $   28,479  $  19,458  $   5,091  $   5,399  $ 1,265 $   821 
Expenses (note 3)   
  Mortality and Expense
    risk and administrative
    charges             7,042      6,907        883        945      173     114 
Net investment income  21,437     12,551      4,208      4,454    1,092     707 
Realized gain (loss)    -           -         2,607       (443)     -         -
Unrealized appreciation
  (depreciation) during
  the period            -           -         5,123     (9,629)     915  (1,559)
Net increase (decrease) in
  net assets from
  operations           21,437     12,551     11,938     (5,618)   2,007    (852)

Purchase payments from
  contract owners       2,794      3,111      4,446     17,240   4,807    5,192
Transfers between 
  accounts             51,705      4,267        123        224      11      -
Contract terminations 
  and annuity payouts (65,458)  (102,875)   (61,318)   (13,429)   -         -
Other transfers (to) from
  Keyport Life Insurance
  Company              12,257     (1,125)       -          -      -         -
Net increase (decrease) in
  net assets from contract
  transactions          1,298    (96,622)   (56,749)     4,035   4,818    5,192

Net assets at beginning of
  period              584,782    668,853     90,455     92,038  12,909    8,569

Net assets at end of 
  period           $  607,517  $ 584,782  $  45,644  $  90,455 $19,734 $ 12,909

 
                  See accompanying notes to financial statements


                          KEYPORT LIFE INSURANCE COMPANY
                               KMA VARIABLE ACCOUNT
           Statements of Operations and Changes in Net Assets, continued
                 For the periods ended December 31, 1995 and 1994


                     High Income        Growth and Income      Mid-Cap Growth
                     Bond Fund (B-4)        Fund (S-1)           Fund (S-3)
                    1995        1994       1995        1994    1995         1994

Income
  Dividends      $  4,788  $  4,258  $  26,879   $  13,263  $ 46,976  $  20,886
Expenses (note 3)
  Mortality and Expense
    risk and administrative
    charges           555       573      2,277       2,335     2,562      2,581

Net investment 
   income           4,233     3,685     24,602      10,928    44,414     18,305
Realized gain 
   (loss)               3      (263)     8,363       8,202    11,363        604
Unrealized appreciation
  (depreciation) during
  the period         (513)  (10,312)    19,439     (33,437)    8,332    (32,194)
Net increase (decrease) in
  net assets from 
  operations        3,723    (6,890)    52,404     (14,307)   64,109    (13,285)

Purchase payments from
  contract owners     444       325      4,661      27,962     8,982     12,657
Transfers between
  accounts             (1)   (2,132)     7,664        (215)  (44,697)       415
Contract terminations 
  and annuity payouts  -        -      (55,086)    (48,742)  (89,787)   (30,232)
Other transfers (to) from
  Keyport Life Insurance
  Company              -        -          -           -        -          -
Net increase (decrease) in
  net assets from contract
  transactions        443    (1,807)   (42,761)    (20,995) (125,502)   (17,160)

Net assets at beginning of
  period           43,604    52,301    191,807     227,109   227,916    258,361

Net assets at end 
  of period    $   47,770  $ 43,604  $ 201,450  $  191,807  $166,523 $  227,916
 


                  See accompanying notes to financial statements

                          KEYPORT LIFE INSURANCE COMPANY
                               KMA VARIABLE ACCOUNT
           Statements of Operations and Changes in Net Assets, continued
                 For the periods ended December 31, 1995 and 1994


                         Small Company 
                         Growth Fund (S-4)          Cash Income Fund
                        1995        1994           1995         1994

Income
  Dividends           $   62,494  $   40,652    $  2,835,190   $ 2,362,104
Expenses (note 3)   
  Mortality and Expense
    risk and
    administrative
    charges                6,673       6,003         667,110       778,093 
  
Net investment income     55,821      34,649       2,168,080     1,584,011
Realized gain (loss)      20,262       4,098            -             -   

Unrealized appreciation
  (depreciation) during
  the period              98,073     (42,975)           -             -   
   
Net increase (decrease) in
  net assets from 
  operations             174,156      (4,228)      2,168,080     1,584,011 
  

Purchase payments from
  contract owners          8,396      11,585       2,622,342    17,156,646 
  
Transfers between 
  accounts               (46,276)    (11,763)     (1,168,571)   (6,967,116)
Contract terminations and
  annuity payouts        (99,703)    (36,113)    (13,524,359)  (10,898,708) 
Other transfers (to) from
  Keyport Life Insurance
  Company                   -           -            (11,671)       (1,682) 

Net increase (decrease) in
  net assets from contract
  transactions          (137,583)    (36,291)    (12,082,259)     (710,860) 

Net assets at beginning of
  period                 525,385     565,904      59,397,698    58,524,547 

Net assets at end 
  of period           $  561,958  $  525,385    $ 49,483,519  $ 59,397,698



                  See accompanying notes to financial statements


                          KEYPORT LIFE INSURANCE COMPANY
                               KMA VARIABLE ACCOUNT
           Statements of Operations and Changes in Net Assets, continued
                 For the periods ended December 31, 1995 and 1994


                               
                    Capital Appreciation Fund         Managed Assets Fund
                        1995        1994              1995           1994

Income
  Dividends        $  1,119,833  $ 14,220,469    $ 18,232,566   $ 6,368,392
Expenses (note 3)   
  Mortality and Expense
    risk and administrative
    charges           1,811,814     1,514,415       2,707,560     2,330,029     
Net investment income  (691,981)   12,706,054      15,525,006     4,038,363
Realized gain (loss)    444,883       (46,678)      1,699,944       745,660     
Unrealized appreciation
  (depreciation) during
  the period         12,421,795   (12,492,300)     21,102,576   (12,556,006)    
Net increase (decrease) in
  net assets from 
  operations         12,174,697       167,076      38,327,526    (7,771,983)    

Purchase payments from
  contract owners    12,359,075    26,395,515       9,601,078    31,898,250     
Transfers between 
  accounts           (3,848,840)   12,162,117      45,077,131    (1,255,658) 
Contract terminations and
  annuity payouts   (13,006,701)   (7,265,786)    (18,567,356)  (17,752,058)  
Other transfers (to) from
  Keyport Life Insurance
  Company               -             -               -             -       
Net increase (decrease) in
  net assets from contract
  transactions       (4,496,466)   31,291,846      36,110,853    12,890,534   

Net assets at beginning of
  period            123,164,196    91,705,274     158,214,580   153,096,029  

Net assets at end 
  of period        $130,842,427  $123,164,196    $232,652,959  $158,214,580 




                  See accompanying notes to financial statements


                          KEYPORT LIFE INSURANCE COMPANY
                               KMA VARIABLE ACCOUNT
           Statements of Operations and Changes in Net Assets, continued
                 For the periods ended December 31, 1995 and 1994


                           Mortgage                        Managed
                      Securities Income Fund            Growth Stock Fund
                         1995        1994              1995           1994

Income
  Dividends        $  3,084,525  $  3,465,587    $  5,090,894   $  4,183,973
Expenses (note 3)   
  Mortality and Expense
    risk and administrative
    charges             748,107       790,009       1,183,227        996,449
Net investment income 2,336,418     2,675,578       3,907,667      3,187,524
Realized gain (loss)    208,764      (455,390)        754,285        145,214 
Unrealized appreciation
  (depreciation) during
  the period          3,958,635    (3,951,314)     19,501,353     (8,941,674)
Net increase (decrease) in
  net assets from 
  operations          6,503,817    (1,731,126)     24,163,305     (5,608,936) 

Purchase payments from
  contract owners     2,132,895     2,373,519       6,486,389      8,392,811  
Transfers between 
  accounts            5,988,023    (9,228,189)      5,423,688        510,795  
Contract terminations and
  annuity payouts    (5,095,184)   (4,478,412)     (7,536,917)    (6,637,061)  
Other transfers (to) from
  Keyport Life Insurance
  Company            17,149,572          -               -             -       
Net increase (decrease) in
  net assets from contract
  transactions       20,175,306   (11,333,082)      4,373,160      2,266,545   

Net assets at beginning of
  period             47,499,811    60,564,019      65,794,462     69,136,853  

Net assets at end 
  of period        $ 74,178,934  $ 47,499,811    $ 94,330,927   $ 65,794,462 


                  See accompanying notes to financial statements


                          KEYPORT LIFE INSURANCE COMPANY
                               KMA VARIABLE ACCOUNT
           Statements of Operations and Changes in Net Assets, continued
                 For the periods ended December 31, 1995 and 1994


                          Strategic
                        Managed Assets Fund            Managed Income Fund
                        1995           1994            1995           1994

Income
  Dividends         $  6,888,371  $  3,011,254    $  1,913,930   $  2,854,226
Expenses (note 3)   
  Mortality and Expense
    risk and administrative
    charges              596,912       853,128         359,114        572,056
Net investment incom   6,291,459     2,158,126       1,554,816      2,282,170
Realized gain (loss)  (1,881,972)      (65,326)     (1,684,383)      (409,530)
Unrealized appreciation
  (depreciation) during
  the period           3,760,239    (3,018,501)      4,815,684     (4,396,101)
Net increase (decrease) in
  net assets from
  operations           8,169,726      (925,701)      4,686,117     (2,523,461)

Purchase payments from
  contract owners        623,379     8,521,790         117,683      4,327,540
Transfers between 
  accounts           (60,806,436)   (2,343,245)    (37,247,795)    (7,064,413) 
Contract terminations and
  annuity payouts     (4,025,653)   (4,616,631)     (3,674,434)    (5,455,003)  
Other transfers (to) from
  Keyport Life Insurance
  Company                 -             -         (4,355,032)        (200,372)
Net increase (decrease) in
  net assets from contract
  transactions       (64,208,710)    1,561,914     (45,159,578)    (8,392,248)  

Net assets at beginning of
  period              56,038,984    55,402,771      40,473,461     51,389,170  

Net assets at end 
  of period         $       -     $ 56,038,984    $       -      $ 40,473,461 




                  See accompanying notes to financial statements


                          KEYPORT LIFE INSURANCE COMPANY
                               KMA VARIABLE ACCOUNT
           Statements of Operations and Changes in Net Assets, continued
                 For the periods ended December 31, 1995 and 1994


                   Colonial-Keyport              Colonial-Keyport
                  Growth and Income Fund            Utilities Fund
                   1995        1994              1995           1994

Income
  Dividends    $  1,623,990  $    752,954    $  2,061,056   $ 2,300,324
Expenses (note 3)   
  Mortality and Expense
    risk and administrative
    charges         581,425       366,231         627,774       560,400 
Net investment 
  income          1,042,565       386,723       1,433,282     1,739,924
Realized gain 
  (loss)             53,942       (11,550)        179,659      (395,224)    
Unrealized appreciation
  (depreciation) during
  the period      8,431,489    (1,086,131)     10,472,204    (6,351,672)    
Net increase (decrease) in
  net assets from 
  operations      9,527,996      (710,958)     12,085,145    (5,006,972)    

Purchase payments from
  contract owners 7,708,398    14,558,000       3,561,384    11,652,903     
Transfers between
  accounts        3,549,431     6,387,864       1,260,097    (8,854,833) 
Contract terminations and
  annuity payouts(3,526,945)   (2,398,598)     (3,994,781)   (3,116,309)  
Other transfers (to) from
  Keyport Life Insurance
  Company         4,710,224      (118,963)           -      (10,733,914)   
Net increase (decrease) in
  net assets from contract
  transactions   12,441,108    18,428,303         826,700   (11,052,153)  

Net assets at beginning of
  period         46,660,572    28,943,227      36,232,331    52,291,456  

Net assets at end 
  of period    $ 68,629,676  $ 46,660,572    $ 49,144,176   $36,232,331 



                  See accompanying notes to financial statements


                          KEYPORT LIFE INSURANCE COMPANY
                               KMA VARIABLE ACCOUNT
           Statements of Operations and Changes in Net Assets, continued
                 For the periods ended December 31, 1995 and 1994


                  Colonial-Keyport               Colonial-Keyport
                  U.S. Government Fund        International Fund for Growth*
                    1995        1994              1995           1994

Income
  Dividends     $    406,224   $   745,545    $    122,192    $     -   
Expenses (note 3)   
  Mortality and Expense
    risk and administrative
    charges          112,397       212,540         151,837       41,573     
Net investment
  income             293,827       533,005         (29,645)     (41,573)
Realized gain 
  (loss)            (487,572)     (106,615)        (23,625)         328     
Unrealized appreciation
  (depreciation) during
  the period       1,180,567      (902,960)       (632,521)    (519,052)    
Net increase (decrease) in
  net assets from 
  operations         986,822      (476,570)        579,251     (560,297)    

Purchase payments from
  contract owners    328,844     8,155,365       4,477,512    5,212,629     
Transfers between 
  accounts       (12,956,156)   (8,215,557)       (364,008)   4,792,529  
Contract terminations and
  annuity payouts (1,050,768)   (1,205,381)     (1,567,181)    (358,638)  
Other transfers (to) from
  Keyport Life Insurance
  Company        (15,024,888)     (215,963)        550,000    9,400,000    
Net increase (decrease) in
  net assets from contract
  transactions   (28,702,968)   (1,481,536)      3,096,323   19,046,520   

Net assets at beginning of
  period          27,716,146    29,674,252      18,486,223        -     

Net assets at 
  end of period  $    -        $27,716,146    $ 22,161,797  $18,486,223 


                    * Commencement of operations - May 2, 1994


                  See accompanying notes to financial statements


                          KEYPORT LIFE INSURANCE COMPANY
                               KMA VARIABLE ACCOUNT
           Statements of Operations and Changes in Net Assets, continued
                 For the periods ended December 31, 1995 and 1994


                 Colonial-Keyport        Colonial-Keyport     Newport-Keyport
             Strategic Income Fund**  U.S. Fund for Growth**   Tiger Fund***

              1995            1994        1995        1994            1995

Income
  Dividends   $ 2,361,382  $   104,296  $ 2,095,010  $   76,800    $    63,385 
Expenses (note 3)   
  Mortality and Expense
    risk and administrative
    charges       236,072        8,819      252,806       13,278        30,834 
Net investment 
  income        2,125,310       95,477    1,842,204       63,522        32,551
Realized gain
  (loss)           25,084          (71)      26,657        1,712       (10,024) 
Unrealized appreciation
  (depreciation) during
  the period       21,898      (90,969)   1,706,939      (48,691)      295,754 
Net increase (decrease) in
  net assets from 
  operations    2,172,292        4,437    3,575,800       16,543       318,281

Purchase payments from
  contract 
  owners        6,346,799    1,362,608   11,127,729    2,316,254     3,514,580 
Transfers 
  between 
  accounts     36,913,338    2,001,637   12,112,957    2,841,200     3,875,764
Contract terminations
  and annuity 
  payouts      (2,157,749)    (139,067)  (2,592,867)    (272,806)     (285,983)
Other transfers (to) from
  Keyport Life Insurance
  Company     (10,109,673)  10,109,673    3,100,340   10,439,505    11,550,881 
Net increase (decrease) in
  net assets from contract
  transactions 30,992,715   13,334,851   23,748,159   15,324,153   18,655,242

Net assets at beginning of
  period       13,339,288         -      15,340,696         -            -   

Net assets at end 
  of period   $46,504,295  $13,339,288  $42,664,655  $15,340,696  $18,973,523
 
                         **  Commencement of operations - July 4, 1994

                         *** Commencement of operations - May 1, 1995


                  See accompanying notes to financial statements

                          KEYPORT LIFE INSURANCE COMPANY
                               KMA VARIABLE ACCOUNT
           Statements of Operations and Changes in Net Assets, continued
                 For the periods ended December 31, 1995 and 1994


                                   Total                  Total
                                    1995                   1994  

Income
  Dividends                     $  48,074,520           $  40,550,661
Expenses (note 3)   
  Mortality and Expense
    risk and administrative
    charges                        10,087,154               9,056,478 
Net investment income              37,987,366              31,494,183 
Realized gain (loss)                 (651,760)               (585,272) 
Unrealized appreciation
  (depreciation) during
  the period                       88,433,023             (54,485,477)
Net increase (decrease) in
  net assets from operations      125,768,629             (23,576,566) 


Purchase payments from
  contract owners                  71,042,617             142,401,902  
Transfers between accounts         (2,222,848)            (15,242,073) 
Contract terminations and
  annuity payouts                 (80,978,230)            (64,825,849)
Other transfers (to) from
  Keyport Life Insurance
  Company                           7,572,010              18,677,159 
Net increase (decrease) in
  net assets from contract
  transactions                     (4,586,451)             81,011,139  

Net assets at beginning of
  period                          710,035,306             652,600,733 

Net assets at end of period     $ 831,217,484           $ 710,035,306  



                  See accompanying notes to financial statements




                              KMA VARIABLE ACCOUNT
                                        
                          Notes to Financial Statements
                                December 31, 1995
                                        

1.  Organization

KMA Variable Account (the "Variable Account") is a separate investment account
established by Keyport Life Insurance Company (the "Company") to receive and
invest premium payments under flexible purchase payment deferred and immediate
variable annuity contracts issued by the Company.  The Variable Account operates
as a Unit Investment Trust under the Investment Company Act of 1940 and invests
in eligible mutual funds.

There are currently two funding vehicles available to the Variable Account, the
SteinRoe Variable Investment Trust ("SRVIT") and the Keyport Variable Investment
Trust ("KVIT").  There are currently eleven available sub-accounts within the
Variable Account to which contract funds may be allocated.  The Colonial-Keyport
International Fund for Growth was made available to contractholders on May 2,
1994.  The Colonial-Keyport Strategic Income Fund and the Colonial-Keyport U.S.
Fund for Growth were made available to contractholders on July 4, 1994.  The
Newport-Keyport Tiger Fund was made available to contractholders on May 1, 1995.

On October 13, 1995, the Securities and Exchange Commission approved the
substitution of shares from the Strategic Managed Assets Fund, the Managed
Income Fund, and the Colonial-Keyport U.S. Government Fund to shares in the
Managed Assets Fund, the Colonial-Keyport Strategic Income Fund, and the
Mortgage Securities Income Fund, respectively.

On May 1, 1995, the following fund names were changed:

     From                                    To
Keystone Custodian Fund, Series B-1     Quality Bond Fund (B-1)
Keystone Custodian Fund, Series B-2     Diversified Bond Fund (B-2)
Keystone Custodian Fund, Series B-4     High Income Bond Fund (B-4)
Keystone Custodian Fund, Series S-1     Growth and Income Fund (S-1)
Keystone Custodian Fund, Series S-3     Mid-Cap Growth Fund (S-3)
Keystone Custodian Fund, Series S-4     Small Company Growth Fund (S-4)

2.  Significant Accounting Policies

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

Shares of the SRVIT and KVIT 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
4.0% 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 respective states.  The
mortality risk is fully borne by the Company and may result in additional
amounts being transferred into the Variable Account by the Company.

The net assets retained by the Company represent seed money shares invested in
certain sub-accounts required to commence operations.  The seed money is stated
at market value (shares multiplied by net asset value per share).  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.

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 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.  The effective annual rates are:

Prior contract series Flex I: effective annual rate of 1.25% of contract value.

Prior contract series Flex II: effective annual rate of 1.35% of contract value.

Prior contract series K100:  effective annual rate of 1.00% of contract value.

Contract series Preferred Advisor:  effective annual rate of 1.25% of contract
value.  A daily sales charge is also deducted at an effective annual rate of
0.15% of contract value.

Contract series Preferred Advisor Employee:  effective annual rate of 0.35% of
contract value.

4.  Affiliated Company Transactions

Administrative services necessary for the operation of the Variable Account are
provided by 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.  SteinRoe & Farnham, Inc.,
an affiliate of the Company, is the investment advisor to the SRVIT.  Keyport
Advisory Services Corporation, a wholly-owned subsidiary of the Company, is the
investment advisor to the KVIT.  Colonial Management Associates, Inc., an
affiliate of the Company, is the investment sub-advisor to the KVIT.  Keyport
Financial Services Corporation, a wholly-owned subsidiary of the Company, is the
principal underwriter for SRVIT and KVIT.  The investment advisors' compensation
is derived from the mutual funds.

5.  Unit Values

A summary of the accumulation unit values at December 31, 1995 and 1994 and the
accumulation units and dollar value outstanding at December 31, 1995 are as
follows:

                              1994           1995
                              UNIT           UNIT
                              VALUE          VALUE        UNITS          DOLLARS
  
Keystone Liquid Trust
     K100 Qualified         $22.238468   $23.121660    21,827.9047  $    504,697
     K100 Non-Qualified      21.962820    22.835022     3,484.3890        79,566

Quality Bond Fund (B-1)
     K100 Qualified          31.679474    36.552435       959.2854        35,064
     K100 Non-Qualified      35.263373    43.620132         -                 -

Diversified Bond Fund (B-2)
     K100 Qualified          31.149039    35.378201       557.8333        19,734
     K100 Non-Qualified      29.979362    35.407962         -                 -

High Income Bond Fund (B-4)
     K100 Qualified          28.119956    30.568654       527.2125        16,115
     K100 Non-Qualified      28.812449    31.321421     1,010.6477        31,655

Growth and Income Fund (S-1)
     K100 Qualified          33.201859    43.375544     4,178.5767       181,248
     K100 Non-Qualified      30.065945    39.946358         -                -

Mid-Cap Growth Fund (S-3)
     K100 Qualified          33.423377    44.970109     3,693.0922       166,079
     K100 Non-Qualified      37.399454    50.799485         -                -

Small Company Growth Fund (S-4)
     K100 Qualified          32.263055    42.685132     9,695.6445       413,860
     K100 Non-Qualified      36.671026    48.516956     3,052.5001       148,098

Cash Income Fund
     K100                    21.579790    22.563269   930,979.2856    21,005,936
     Flex I                  15.443213    16.107692   204,597.4778     3,295,598
     Flex II                 15.172548    15.809845    16,358.7941       258,626
     Preferred Advisor       12.322294    12.833328 1,870,176.0930    24,000,583
     Dollar Cost Averaging   11.422977    12.062820    16,825.0645       202,957
     Employee                10.429830    10.975629         -                -

Capital Appreciation Fund
     K100                    56.716187    62.754578   329,679.6825    20,688,909
     Flex I                  28.043235    30.953346   285,922.9911     8,850,274
     Flex II                 28.653118    31.595455    24,833.1832       784,616
     Preferred Advisor       21.192232    23.356516 4,164,351.9870    97,264,754
     Employee                12.480066    13.898002    18,641.1063       259,074


Unit Values, continued

                                1994         1995
                                UNIT         UNIT
                                VALUE       VALUE        UNITS           DOLLARS

Managed Assets Fund
      K100                  $24.464870  $30.393516    296,617.1820  $  9,015,238
      Flex I                 24.566111   30.445015    714,637.8024    21,757,157
      Flex II                23.646061   29.276014     36,360.2257     1,064,482
      Preferred Advisor      15.070997   18.649799 10,314,628.7999   192,365,754
      Employee                9.825037   12.284776      8,738.7366       107,354

Mortgage Securities Income Fund
      K100                   14.608208   16.740391     68,358.7502     1,144,353
      Flex I                 15.617442   17.853370    189,804.1585     3,388,644
      Flex II                15.571013   17.782813     16,593.5945       295,081
      Preferred Advisor      14.103610   16.098763  3,176,177.1740    51,132,524
      Employee                9.852558   11.363559          -                -

Managed Growth Stock Fund
      K100                   41.146819   56.112683     60,347.4633     3,386,258
      Flex I                 17.919417   24.377573    239,513.6317     5,838,761
      Flex II                16.435494   22.336918      4,229.7660        94,480
      Preferred Advisor      16.769681   22.779503  3,638,900.6501    82,892,348
      Employee               10.201673   14.002023     12,981.4734       181,767

Strategic Managed Assets Fund
      K100                   15.481439       -              -                - 
      Flex I                 15.948206       -              -                -
      Flex II                13.810999       -              -                -
      Preferred Advisor      16.345229       -              -                -
      Employee               10.252800       -              -                -

Managed Income Fund
      K100                   10.131402       -              -                -
      Flex I                 10.115327       -              -                -
      Flex II                10.028959       -              -                -
      Preferred Advisor      10.083378       -              -                -
      Employee                9.586992       -              -                -

Colonial-Keyport Growth and Income Fund
      K100                   10.164748   13.096753     13,780.9570       180,487
      Flex I                 10.257581   13.184205     57,955.2321       764,094
      Flex II                10.000000   10.000000          -                -
      Preferred Advisor      10.206855   13.099465  3,443,236.7179    45,104,559
      Employee               10.298005   13.354147     11,058.1214       147,672

Colonial-Keyport Utilities Fund
      K100                    8.651023   11.576591     24,359.2923       281,998
      Flex I                  8.620522   11.507703     27,532.7689       316,839
      Flex II                 8.919253   11.894779          -                -
      Preferred Advisor       8.638326   11.514290  4,018,271.0053    46,267,538
      Employee                8.672733   11.680586      1,281.5367        14,969

Unit Values, continued

                                1994       1995
                                UNIT       UNIT
                                VALUE      VALUE        UNITS          DOLLARS

Colonial-Keyport U.S. Government Fund
     K100                   $ 9.851921   $   -           -         $       -
     Flex I                   9.848906       -           -                  -
     Flex II                 10.000000       -           -                  -
     Preferred Advisor        9.811867       -           -                  -
     Employee                 9.957231       -           -                  -

Colonial-Keyport Strategic Income Fund
     K100                    10.000000    11.304782    465,615.5808    5,263,683
     Flex I                  10.000000    11.632780    486,416.7659    5,658,379
     Flex II                 10.000000    11.233998     29,901.1764      335,910
     Preferred Advisor       10.014367    11.684000  2,910,213.0914   34,002,932
     Employee                 9.995270    11.783226        885.1064       10,429

Colonial-Keyport International Fund for Growth
     K100                     9.390387     9.841542     27,991.6656      275,481
     Flex I                   9.322942     9.747047     34,733.4599      338,549
     Flex II                  9.370894     9.787562        537.9761        5,265
     Preferred Advisor        9.314037     9.723230  1,052,842.1081   10,237,026
     Employee                 9.619577    10.146906      4,159.8541       42,210

Colonial-Keyport U.S. Fund for Growth
     K100                    10.000000    12.722369     22,588.5144      287,379
     Flex I                  10.047611    12.871427     73,706.1727      948,704
     Flex II                 10.000000    12.065252      1,642.4704       19,817
     Preferred Advisor       10.368975    13.263322  1,947,382.4404   25,828,760
     Employee                10.463646    13.523864      8,108.3083      109,656

Newport-Keyport Tiger Fund
     K100                       -         10.437921     15,700.8436      163,884
     Flex I                     -         10.241649      4,861.0535       49,785
     Flex II                    -         10.000000          -               -
     Preferred Advisor          -         11.445356    599,500.1211    6,861,492
     Employee                   -         11.524093      9,563.1632      110,207

                                                    41,983,067.6634 $734,499,348




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