KMA VARIABLE ACCOUNT
485BPOS, 1997-11-17
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As filed with the Securities and Exchange Commission on November 14, 1997
    
                                                 Registration Nos. 2-66388
                                                                   811-2990
============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM N-4

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
               Pre-Effective Amendment No. ____              [ ]
   
               Post-Effective Amendment No. 37               [X]
    

                                     and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
   
               Amendment No.  20                             [X]
    

                              KMA Variable Account
                           (Exact name of Registrant)

                         Keyport Life Insurance Company
                              (Name of Depositor)

                  125 High Street, Boston Massachusetts 02110
         (Address of Depositor's Principal Executive Offices (Zip Code)

        Depositor's Telephone Number, including Area Code:  617-526-1400

                   James J. Klopper, Vice President & Counsel
                         Keyport Life Insurance Company
                  125 High Street, Boston, Massachusetts 02110
                    (Name and Address of Agent for Service)

                                    copy to:
                              Joan E. Boros, Esq.
                             Katten Muchin & Zavis
                       1025 Thomas Jefferson Street, N.W.
                              Washington, DC 20007

It is proposed that this filing will become effective:
( ) immediately upon filing pursuant to paragraph (b) of Rule 485
   
(X) on November 15, 1997 pursuant to paragraph (b) of Rule 485
    
( ) 60 days after filing pursuant to paragraph (a) of Rule 485
( ) on [date] pursuant to paragraph (a) of Rule 485

   
Title  of  Securities  Being Registered: Units of Interest  in  the  Separate
Account under the Contracts

No  filing fee is due because an indefintie amount of securities is deemed to
have  been registered in reliance on Section 24(f) of the Investment  Company
Act of 1940.
    
============================================================================
Exhibit List on Page ____
<PAGE>
                      CONTENTS OF REGISTRATION STATEMENT



                                The Facing Sheet

                               The Contents Page

                             Cross-Reference Sheet

                                     PART A

                                   Prospectus


                                     PART B

                      Statement of Additional Information

                                     PART C

                                 Items 24 - 32

                                 The Signatures

                                    Exhibits








<PAGE>
                              KMA VARIABLE ACCOUNT
                         KEYPORT LIFE INSURANCE COMPANY
                       CROSS REFERENCE TO ITEMS REQUIRED
                                  BY FORM N-4

N-4 Item             Caption in Prospectus
 1. . . . . . . . . . . Cover Page
 2. . . . . . . . . . . Glossary of Special Terms
 3. . . . . . . . . . . Synopsis
 4. . . . . . . . . . . Condensed Financial Information
 5. . . . . . . . . . . Keyport and the Variable Account
                        Eligible Funds
 6. . . . . . . . . . . Deductions
 7. . . . . . . . . . . Allocations of Purchase Payments
                        Transfer of Variable Account Value
                        Substitution of Securities
                        Modification of the Contract
                        Death Provisions for Non-Qualified Contracts
                        Death Provisions for Qualified Contracts
                        Ownership
                        Assignment
                        Surrenders
                        Annuity Benefits
                        Suspension of Payments
                        Inquiries by Contract Owners
 8. . . . . . . . . . . Annuity Provisions
 9. . . . . . . . . . . Death Provisions for Non-Qualified Contracts
                        Death Provisions for Qualified Contracts
                        Settlement Options
10. . . . . . . . . . . Purchase Payments
                        Variable Account Value
                        Valuation Periods
                        Net Investment Factor
                        Distribution of the Contract
11. . . . . . . . . . . Surrenders
                        Option 1: Income For a Fixed Number of Years
                        Texas Optional Retirement Program
                        Right to Revoke
12. . . . . . . . . . . Tax Status
13. . . . . . . . . . . Legal Proceedings
14. . . . . . . . . . . Table of Contents - Statement of Additional
                        Information
<PAGE>

                        Caption in Statement of Additional Information

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

<PAGE>






                                     PART A



<PAGE>
                    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: Stein Roe Money Market  Fund,  Variable
Series  ("SRMMF");  Stein  Roe  Mortgage  Securities  Fund,  Variable  Series
("SRMSF");  Stein  Roe  Balanced Fund, Variable Series  ("SRBF");  Stein  Roe
Growth  Stock Fund, Variable Series ("SRGSF"); and Stein Roe Special  Venture
Fund,  Variable Series ("SRSVF"). The Variable Account also invests in shares
of  the  following  Eligible  Funds  of  Liberty  Variable  Investment  Trust
("Liberty Trust") (formerly named Keyport Variable Investment Trust) at their
net  asset  value: Colonial Growth and Income Fund, Variable Series ("CGIF");
Colonial  Strategic Income Fund, Variable Series ("CSIF"); Stein  Roe  Global
Utilities Fund, Variable Series ("SRGUF"); Colonial U.S. Stock Fund, Variable
Series  ("CUSSF");  Colonial International Fund for Growth,  Variable  Series
("CIFG") and Newport Tiger Fund, Variable Series ("NTF").
    

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 November 15, 1997
    
<PAGE>

                              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                                34
Appendix D_Dollar Cost Averaging                                 35
    

<PAGE>
                          GLOSSARY OF SPECIAL TERMS

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

Annuitant:  The Annuitant is the natural person to whom any annuity  payments
will  be made starting on the Income Date. The Annuitant may not be over  age
90 on the 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 90 on the Issue Date (age 75 for Qualified Contracts and age
90 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 1996 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 Liberty Trust Annual Expenses3,4
(as a percentage of average net assets)

               Management            Other           Total Fund
Fund           Fees                Expenses       Operating Expenses

SRMMF            .50%                .15%               .65%
SRMSF            .55                 .15                 .70  (.72)4
CGIF             .65                 .14                 .79
CSIF             .65                 .15                 .80  (.86%)3
SRBF             .60                 .07                 .67
SRGUF            .65                 .16                 .81
SRGSF            .65                 .08                 .73
CUSSF            .80                 .15                 .95
SRSVF            .65                 .10                 .75
CIFG             .90                 .50                1.40
NTF              .90                 .37                1.27
    

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
   

     SRMMF           $ 91      $ 118          $ 154          $ 301
     SRMSF             92        120            157            308
     CGIF              93        123            164            324
     CSIF              93        122            162            319
     SRBF              91        119            155            304
     SRGUF             93        123            163            322
     SRGSF             92        120            159            312
     CUSSF             94        127            171            340
     SRSVF             92        121            160            314
     CIFG              99        141            195            395
     NTF               97        137            188            379
    

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
   

     SRMMF            $ 21      $ 69      $ 124          $ 301
     SRMSF              22        70        127            308
     CGIF               23        73        132            319
     CSIF               23        74        132            321
     SRBF               21        70        125            304
     SRGUF              23        74        133            322
     SRGSF              22        71        129            312
     CUSSF              24        78        141            340
     SRSVF              22        72        130            314
     CIFG               29        93        165            395
     NTF                27        88        158            379
     

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.
   

3Liberty  Trust's manager has agreed until 4/30/98 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 CSIF; 1.75% for  CIFG  and
NTF,  and  1.00% for CGIF, SRGUF and CUSSF. For CSIF, the .80% shown  in  the
table is after expense reimbursement and the .86% shown in the parentheses is
what  the  total  for  1996  would  have  been  in  the  absence  of  expense
reimbursement.

4SteinRoe  Trust's adviser has voluntarily agreed until 4/30/98 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 SRMMF;
 .70%  for SRMSF; .75% for SRBF; and .80% for SRGSF and SRSVF. For SRMSF,  the
 .70% shown in the table is after expense reimbursement and the .72% shown  in
the parentheses is what the total for 1996 would have been in the absence  of
expense reimbursement.
    

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

Stein Roe Money Market      $12.833          $13.288      1,937,919   1996
Fund   ("SRMMF")             12.322           12.833      1,870,176   1995
(formerly  named  Cash       12.036           12.322      2,006,163   1994
Income Fund)                 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

Stein Roe Money Market       12.063           12.667         15,286    1996
Fund-DCA   ("SRMMF-DCA")     11.423           12.063         16,825    1995
(formerly  named Cash        11.004           11.423         46,801    1994
Income   Fund-DCA)           10.715           11.004        384,348    1993
                             10.335           10.715      1,228,989    1992
                             10.000           10.355        513,367    1991

Stein Roe Mortgage           16.099           16.621      2,760,649    1996
Securities Fund ("SRMSF")    14.107           16.099      3,176,177    1995
(formerly  named Mortgage    14.529           14.107      3,002,643    1994
Securities Income  Fund)     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 Growth and          13.099           15.217      3,940,484    1996
and Income Fund ("CGIF")     10.207           13.099      3,443,237    1995
(formerly named Colonial-    10.428           10.207      2,866,727    1994
Keyport  Growth and          10.000           10.428      1,221,301    1993
Income Fund)

Colonial Strategic Income    11.684           12.642      3,036,543    1996
Income Fund ("CSIF")         10.014           11.684      2,910,213    1995
(formerly named Colonial-    10.000           10.014        314,502    1994
Keyport Strategic Income
Fund)

Stein Roe Balanced Fund      18.650           21.264      9,759,571    1996
("SRBF") (formerly named     15.071           18.650     10,314,629    1995
Managed  Assets Fund)        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

Stein Roe Global             11.514           12.095      3,519,866    1996
Utilities Fund ("SRGUF")      8.638           11.514      4,018,271    1995
(formerly named Colonial-     9.762            8.638      4,028,555    1994
Keyport Utilities Fund)      10.000            9.762      4,153,150    1993

Stein Roe Growth Stock       22.780           27.242      3,719,103    1996
Fund ("SRGSF") (formerly     16.770           22.780      3,638,901    1995
named Managed Growth         18.158           16.770      3,415,076    1994
Stock Fund)                  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 U.S. Stock          13.263           15.935      2,382,491    1996
Fund ("CUSSF")(formerly      10.369           13.263      1,947,382    1995
named Colonial-Keyport U.S.  10.000           10.369        442,457    1994
Stock Fund and Colonial-
Keyport U.S. Fund for
Growth)

Stein Roe Special            23.357           29.237      4,567,203    1996
Venture Fund ("SRSVF")       21.192           23.357      4,164,352    1995
(formerly named Capital      21.236           21.192      4,371,837    1994
Appreciation Fund)           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 International        9.723           10.075      1,243,679    1996
Fund for Growth ("CIFG")      9.314            9.723      1,052,842    1995
(formerly named Colonial-    10.000            9.314        872,971    1994
Keyport International
Fund for Growth)

Newport Tiger Fund           11.445           12.555      1,509,794    1996
("NTF") (formerly named      10.000           11.445        599,500    1995
Newport-Keyport Tiger
Fund)
    

*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 SRMMF-DCA and the six Liberty 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 SRMMF-DCA, CGIF and SRGUF 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 CIFG, CSIF, CUSSF and NTF  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
Custodian  Funds,  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 SRMMF 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  SRMMF and SRMMF-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. Its home office  is  at  695
George Washington Highway, Lincoln, Rhode Island 02865.
    

Keyport  writes 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 company.

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 replacing an existing life insurance or annuity policy  that
was  issued  by  either  Keyport  or  an affiliated  company  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
   

Stein Roe Money Market Fund ("SRMMF")                       SRMMF and SRMMF-
                                                            DCA Sub-Accounts*
Stein Roe Mortgage Securities Fund ("SRMSF")                SRMSF Sub-Account
Stein Roe Balanced Fund ("SRBF")                            SRBF Sub-Account
Stein Roe Growth Stock Fund ("SRGSF")                       SRGSF Sub-Account
Stein Roe Special Venture Fund ("SRSVF")                    SRSVF Sub-Account

Eligible Funds of Liberty Variable Investment Trust         Sub-Accounts

Colonial Growth and Income Fund ("CGIF")                    CGIF Sub-Account
Colonial Strategic Income Fund ("CSIF")                     CSIF Sub-Account
Stein Roe Global Utilities Fund ("SRGUF")                   SRGUF Sub-Account
Colonial U.S. Stock Fund ("CUSSF")                          CUSSF Sub-Account
Colonial International Fund for Growth ("CIFG")             CIFG Sub-Account
Newport Tiger Fund ("NTF")                                  NTF Sub-Account

*  The  SRMMF-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 Liberty 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 and is sub-adviser for Stein Roe Global
Utilities  Fund  of the Liberty 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.

Liberty  Advisory Services Corp. ("LASC"), a subsidiary of  Keyport,  is  the
manager  for  Liberty  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 Tiger Fund and Stein Roe  Global
Utilities  Fund).  Colonial has provided investment advisory  services  since
1931. Newport Fund Management, Inc., an affiliate of Keyport, serves as  sub-
adviser for the Newport 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
   

Stein Roe Money Market Fund,
Variable Series                     High  current  income from short-term money
(SRMMF and SRMMF-DCA Sub-Accounts)* market instruments while emphasizing
                                    preservation of capital and maintaining
                                    excellent liquidity.

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

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

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

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

*  The SRMMF-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 Liberty
Variable Investment Trust and
Variable Account Sub-Accounts           Investment Objective

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

Colonial Strategic Income Fund,
Variable Series
(CSIF Sub-Account)                      A  high level of
                                        current income, as is consistent with
                                        the   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").

Stein Roe Global Utilities Fund,
Variable Series
(SRGUF Sub-Account)                     Current income and long-term growth of
                                        capital  and income.

Colonial U.S. Stock Fund, Variable
Series
(CUSSF Sub-Account)                     Long-term capital
                                        growth  by  investing  primarily   in
                                        large      capitalization      equity
                                        securities.

Colonial International Fund for Growth,
Variable Series (CIFG 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 Tiger Fund, Variable Series
(NTF Sub-Account)                       Long-term capital
                                        growth  by  investing  primarily   in
                                        equity    securities   of   companies
                                        located  in the nine Tigers  of  Asia
                                        (Hong  Kong, Singapore, South  Korea,
                                        Taiwan,      Malaysia,      Thailand,
                                        Indonesia,     China     and      the
                                        Philippines).
    

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.  Liberty 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 SRMMF 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 SRMMF Sub-Account or One-
Year  Guarantee Period. Under the program, Keyport makes automatic  transfers
on  a  periodic basis out of the SRMMF 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 SRMMF-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.

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 SRMMF-
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  SRMMF-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 totaled. 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, Martin Luther King, Jr. Day, Presidents' Day,  Good
Friday,  Memorial  Day,  Independence Day, Labor Day,  Thanksgiving  Day  and
Christmas Day.
    

                             Net Investment Factor

Variable  Account  Value  will fluctuate in accordance  with  the  investment
results  of  the underlying Eligible Funds. In order to determine  how  these
fluctuations affect value, Keyport 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 subtracting (c) (i.e., (a , b) _ c), where:

(a) is equal to:

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

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

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

(c)  is equal to:

               (i)        the  Valuation Period equivalent of the  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  SRMMF-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,  by  the later of the 90th day after the  covered  person's
death and the 60th day after Keyport is notified of the death, surrender  the
Contract  for  the  Contract Value (i.e., any applicable Contingent  Deferred
Sales  Charge will be waived). For a surrender after the applicable 90 or  60
day  period  and for a surrender at any time after the death of a non-covered
person,  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 17. 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, by the later of
the  90th  day after the Annuitant's death and the 60th day after Keyport  is
notified  of the death, surrender the Contract for the Contract Value  (i.e.,
any  applicable  Contingent Deferred Sales Charge  will  be  waived).  For  a
surrender  after the applicable 90 or 60 day period, 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 Pages 19-20.

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 12  will  be  commuted  at  the
interest rate that was used to determine those 12 current monthly payments.

See "Annuity Payments" on Pages 21-22 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. A trust or other entity owning
a  Non-Qualified Contract other than as an agent for an individual  is  taxed
differently; increases in the value of a Contract are taxed yearly whether or
not a distribution occurs.

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 for lump-sum distributions received  before
January  1,  2000.  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 payments, 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 that is  allocated  to
Variable Account Value 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 that is allocated to Fixed Account Value bears to the total expected
value  of annuity payments for the term of the annuity. The remaining portion
of  each payment is taxable. Such taxable portion is taxed at ordinary income
rates.  For  Qualified  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  Liberty 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                                       4
Principal Underwriter                                                      4
Custodian                                                                  4
Experts                                                                    4
Investment Performance                                                     5
  Average Annual Total Return for a Contract
    that is Surrendered and for a Contract that Continues                  6
  Change in Accumulation Unit Value                                        8
   
  Yields for SRMMF and SRMMF-DCA Sub-Accounts                             10
    
Financial Statements                                                      12
  Keyport Life Insurance Company                                          12
  KMA Variable Account                                                    33
                                      
<PAGE>
                                 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  applicable  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.

<PAGE>

                                   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.  CGIF, SRGUF, CIFG, CUSSF,  CSIF  and  NTF  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 SRMMF 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.  CGIF, SRGUF, CIFG, CUSSF,  CSIF  and  NTF  were  added
effective  7/1/93,  7/1/93, 5/2/94, 7/5/94, 7/5/94 and 5/1/95,  respectively.
SRMMF,  SRMSF,  SRBF,  SRGSF  and  SRSVF  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.  CGIF, SRGUF, CIFG, CUSSF,  CSIF  and  NTF  were  added
effective  7/1/93,  7/1/93, 5/2/94, 7/5/94, 7/5/94 and 5/1/95,  respectively.
SRMMF,  SRMSF,  SRBF,  SRGSF  and  SRSVF  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.  CGIF, SRGUF, CIFG, CUSSF,  CSIF  and  NTF  were  added
effective  7/1/93,  7/1/93, 5/2/94, 7/5/94, 7/5/94 and 5/1/95,  respectively.
SRMMF,  SRMMF,  SRBF, and SRSVF 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 current  Eligible
Mutual Funds are: Quality Bond Fund, Diversified Bond Fund, High Income  Bond
Fund,  Growth and Income Fund, and Small Company Growth Fund (formerly  named
Keystone  Custodian Fund, Series B-1, B-2, B-4, S-1, and S-4,  respectively).
Accumulation unit values are shown on Pages 33-34. As of July 1997,  Keystone
Liquid Trust and Mid-Cap Growth Fund (formerly named Keystone Custodian Fund,
Series S-3) were no longer eligible funds available for investment.

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.
CGIF,  SRGUF, CIFG, CUSSF, CSIF and NTF were added effective 7/1/93,  7/1/93,
5/2/94,  7/5/94, 7/5/94 and 5/1/95, respectively. SRMMF, SRMMF, SRGSF,  SRSVF
and  SRSVF 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 1989-1996 are shown  on  Page  32
and values for 1987-1988 are shown on Pages 33-34.
    

         ACCUMULATION UNIT VALUES FOR CONTRACTS DESCRIBED IN NUMBER TWO

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

Stein Roe Money Market      $16.108         $16.704        177,787      1996
Fund  (formerly  named       15.443          16.108        204,597      1995
Cash   Income   Fund)        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

Colonial U.S. Stock Fund     12.871          15.488         57,589      1996
(formerly  named Colonial-   10.048          12.871         73,706      1995
Keyport U.S. Stock Fund      10.000 (8/11/94)10.048          5,259      1994
and Colonial-Keyport
U.S. Fund for Growth)

Stein Roe Mortgage           17.853          18.460        164,783      1996
Securities  Fund             15.617          17.853        189,804      1995
(formerly named              16.065          15.617        233,588      1994
Mortgage   Securities        15.307          16.065        299,033      1993
Income   Fund)               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

Colonial Growth  and         13.184          15.338         68,918      1996
and Income  Fund             10.258          13.184         57,955      1995
(formerly  named             10.464          10.258         66,152      1994
Colonial-Keyport Growth      10.000(7/22/93) 10.464         20,759      1993
and Income Fund)

Stein Roe Balanced Fund      30.445          34.765        595,783      1996
(formerly  named Managed     24.566          30.445        714,638      1995
Assets Fund)                 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

Stein Roe  Global            11.508          12.107         20,126      1996
Utilities Fund                8.621          11.508         27,533      1995
(formerly  named              9.727           8.621         31,506      1994
Colonial-Keyport             10.000(7/21/93)  9.727         52,776      1993
Utilities Fund)

Colonial Strategic           11.633          12.606        392,216      1996
Income Fund  (formerly       10.000(1/19/95) 11.633        486,417      1995
named Colonial-Keyport   Available in 1994 but no accumulation units were
Strategic Income Fund)   purchased.

Colonial International        9.747          10.114         38,348      1996
Fund for Growth               9.323           9.747         34,733      1995
(formerly  named             10.000(5/3/94)   9.323         24,303      1994
Colonial-Keyport
International Fund for
Growth)

Stein Roe Growth  Stock      24.378          29.198        231,419      1996
Fund (formerly named         17.919          24.378        239,514      1995
Managed  Growth  Stock       19.374          17.919        294,345      1994
Fund)                        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

Stein Roe Special Venture    30.953          38.805        270,844      1996
Fund (formerly named         28.043          30.953        285,923      1995
Capital  Appreciation        28.059          28.043        301,017      1994
Fund and  Aggressive         20.939          28.059        316,873      1993
Stock Fund)                  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 Trust       10.810          11.751        675,561      1988
                             11.887          10.810        884,826      1987

Newport Tiger Fund           10.242          11.252         23,324      1996
(formerly named Newport-     10.000(6/8/95)  10.242          4,861      1995
Keyport Tiger 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    Accumulation    Number of
                          Unit Value      Unit Value    Accumulation
                           Beginning         End         Units End
Sub-Account               of   Year*       of   Year      of   Year     Year
   

Stein Roe Money Market     $15.810           $16.379       12,242       1996
Fund (formerly named        15.173            15.810       16,359       1995
Cash Income Fund)           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

Colonial U.S. Stock         12.065            14.503          689       1996
Fund (formerly named        10.000 (3/7/95)   12.065        1,642       1995
Colonial-Keyport U.S.      Available in 1994 but no accumulation units were
Stock Fund and Colonial-   purchased
Keyport U.S. Fund for
for Growth)

Stein Roe Mortgage          17.783            18.369       15,996       1996
Securities Fund (formerly   15.571            17.783       16,594       1995
named  Mortgage Securities  16.033            15.571       21,047       1994
Income Fund)                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 Growth and        Available in 1993, 1994, 1995 and 1996 but no
Income Fund (formerly      accumulation units were purchased.
named Colonial-Keyport
Growth and Income Fund)

Stein Roe Balanced Fund     29.276            33.396       30,978       1996
(formerly named Managed     23.646            29.276       36,360       1995
Assets Fund)                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

Stein Roe Global           Available in 1993, 1994, 1995 and 1996 but no
Utilities Fund (formerly   accumulation units were purchased.
named Colonial-Keyport
Utilities Fund)

Colonial Strategic Income   11.234            12.161       26,307      1996
Fund (formerly              10.000 (3/14/95)  11.234       29,901      1995
named Colonial-Keyport     Available in 1994 but no accumulation units
Strategic Income Fund)     were purchased.

Colonial International       9.788            10.146          537      1996
Fund for Growth (formerly    9.371             9.788          540      1995
named Colonial-Keyport      10.000 (5/24/94)   9.371          599      1994
International Fund for
Growth)

Stein Roe Growth Stock      22.337            26.727        5,077      1996
Fund (formerly named        16.435            22.337        4,239      1995
Managed Growth Stock        17.787            16.435        6,259      1994
Fund)                       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

Stein Roe Special Venture   31.595            39.571       24,773      1996
Fund  (formerly named       28.653            31.595       24,833      1995
Capital Appreciation Fund   28.059            28.653       29,605      1994
and  Aggressive Stock       21.437            28.059       39,376      1993
Fund)                       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 Trust      11.121            12.078       44,345      1988
                            12.241            11.121       53,129      1987

Newport Tiger Fund          10.000(2/5/96)    10.371        1,762      1996
(formerly named Newport-   Available in 1995 but no accumulation units were
Keyport Tiger Fund)        purchased
    

*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.

                1989-1996 ACCUMULATION UNIT VALUES FOR CONTRACTS
                      DESCRIBED IN NUMBERS FOUR AND SIX

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

Stein Roe Money Market     $22.563          $23.457       885,248     1996
Fund (formerly  named       21.580           22.563       930,979     1995
Cash Income Fund)           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 U.S. Stock         12.722           15.346        28,128     1996
Fund (formerly named        10.000(1/13/95)  12.722        22,589     1995
Colonial-Keyport U.S.       Available in 1994 but no accumulation units were
Stock Fund and Colonial-    purchased.
Keyport U.S. Fund for
Growth)

Stein Roe Mortgage          16.740           17.352        42,934     1996
Securities Fund             14.608           16.740        68,359     1995
(formerly named Mortgage    14.990           14.608        72,190     1994
Securities Income Fund)     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 Growth and         13.097           15.274        16,326     1996
Income Fund (formerly       10.165           13.097        13,781     1995
named Colonial-Keyport      10.344           10.165        10,136     1994
Growth and Income Fund)     10.000 (8/3/93)  10.344         8,415     1993

Stein Roe Balanced Fund     30.394           34.791       266,198     1996
(formerly named Managed     24.465           30.394       296,617     1995
Assets Fund)                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

Stein Roe Global            11.577           12.209        13,770     1996
Utilities Fund (formerly     8.651           11.577        24,359     1995
named Colonial-Keyport       9.737            8.651        18,049     1994
Utilities Fund)             10.000(7/21/93)   9.737        23,195     1993

Colonial Strategic          11.305           12.281       446,354     1996
Income Fund (formerly       10.000(2/28/95)  11.305       465,616     1995
named Colonial-Keyport      Available in 1994 but no accumulation units were
Strategic Income Fund)      purchased.

Colonial International       9.842           10.238        21,566     1996
Fund for Growth              9.390            9.842        27,992     1995
(formerly named Colonial-   10.000 (5/25/94)  9.390        44,610     1994
Keyport International
Fund for Growth)

Stein Roe Growth Stock      56.113           67.374        66,920     1996
Fund (formerly named        41.147           56.113        60,347     1995
Managed Growth Stock        44.377           41.147        56,165     1994
Fund)                       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

Stein Roe Special Venture   62.755           78.867       270,716     1996
Fund (formerly named        56.716           62.755       329,680     1995
Capital Appreciation        56.611           56.716       346,355     1994
Fund and Aggressive Stock   42.142           56.611       398,198     1993
Fund)                       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 Tiger Fund          10.438           11.496        15,623     1996
(formerly named Newport-    10.000(5/24/95)  10.438        15,701     1995
Keyport Tiger 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.

   1987-1988 ACCUMULATION UNIT VALUES FOR CONTRACTS DESCRIBED IN NUMBER FOUR
                         (QUALIFIED CONTRACTS ONLY)

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

Cash Income                $15.741            $16.686      1,632,674     1988
Trust                       14.960             15.741      1,885,426     1987

Managed Assets              13.576             14.681        219,163     1988
Trust                       13.425             13.576        293,796     1987

Aggressive Stock            21.491             23.420        409,556     1988
Trust                       23.575             21.491        571,229     1987
                                      
  1987-1988 ACCUMULATION UNIT VALUES FOR CONTRACTS DESCRIBED IN NUMBER FOUR
                       (NON-QUALIFIED CONTRACTS ONLY)

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

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

Managed Assets              13.636            14.746        312,640   1988
Trust                       13.484            13.636        382,205   1987

Aggressive Stock            18.951            20.651        414,759   1988
Trust                       20.788            18.951        711,443   1987

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 (1987-1996) AND NUMBER SIX (1987-1988)

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

Quality Bond Fund             36.552            36.562          999        1996
(formerly Keystone            31.679            36.552          959        1995
Custodian Fund,               33.702            31.679        2,523        1994
Series B-1)                   31.286            33.702        2,731        1993
                              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

Diversified Bond              35.378            36.980          708        1996
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

High Income  Bond             30.569            33.468          481        1996
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
    

(Accumulation unit values continue on the next page)

          ACCUMULATION UNIT VALUES FOR QUALIFIED CONTRACTS DESCRIBED
             IN NUMBER FIVE (1987-1996) AND NUMBER SIX (1987-1988)
                                 (CONTINUED)

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

Growth and Income           43.376           50.864        2,664      1996
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

Small Company Growth        42.685           41.893       10,123      1996
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
    

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.

<PAGE>
                                 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.
 <PAGE>
                                 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 SRMMF 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 SRMMF Sub-Account or One-Year  Guarantee
Period.  Under the program, Keyport makes automatic transfers on  a  periodic
basis out of the SRMMF 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 SRMMF 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 SRMMF Sub-Account or One-Year  Guarantee
Period or by transferring Contract Value to the SRMMF 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 SRMMF-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  SRMMF-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 SRMMF-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 SRMMF-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  SRMMF-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 SRMMF-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 SRMMF-DCA Sub-Account value to the SRMMF 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 SRMMF-DCA Sub-Account value and divided
by  the  applicable 1/12 or 1/24 to determine a new monthly transfer  amount.
The  total  SRMMF-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.
    
<PAGE>
                         [PREFERRED ADVISOR LOGO]

                          KEYPORT PREFERRED ADVISOR
                                 PROSPECTUS
   

                              NOVEMBER 15, 1997
    

                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                    NOT                 May lose value
                    FDIC                No bank guarantee
                    INSURED
                                      
                                      
                                      
                                      
                                      
                                      
<PAGE>
                               Distributed by:
                                      
                      Keyport Financial Services Corp.
                   125 High Street, Boston, MA 02110-2712
                             [KEYPORT LIFE LOGO]
                                 Issued by:
                       Keyport Life Insurance Company
                   125 High Street, Boston, MA 02110-2712
   

Keyport Logo is a registered service mark of Keyport Life Insurance Company.
                                  KAVP 5/97


 Yes.     I  would  like  to  receive the Keyport Preferred Advisor  Variable
          Annuity Statement of Additional Information.

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

 Yes.     I  would  like  to  receive the Liberty Variable  Investment  Trust
          Statement of Additional Information.
    

Name

Address

City, State Zip

<PAGE>


                             BUSINESS REPLY MAIL
                FIRST CLASS MAIL  PERMIT NO. 6719  BOSTON, MA
                      POSTAGE WILL BE PAID BY ADDRESSEE
                                      
                          KEYPORT LIFE INSURANCE CO
                               125 HIGH STREET
                            BOSTON, MA 02110-9773

             NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES.


<PAGE>





                                     PART B



<PAGE>
                   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 November 15, 1997. 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..........   6
  Change in Accumulation Unit Value........................   7
  Yields for SRMMF and SRMMF-DCA Sub-Accounts..............   8
Financial Statements.......................................   11
  Keyport Life Insurance Company...........................   11
  KMA Variable Account.....................................   33







The date of this statement of additional information is November 15, 1997









KMANOV1997.SAI
    
<PAGE>
                      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, LFC Holdings Inc., Liberty Financial Companies, Inc. ("LFC") and
SteinRoe Services, Inc.  Liberty Mutual, as of December 31, 1996, owned,
indirectly, at least 80% of the combined voting power of the outstanding
voting stock of LFC (with the balance being publicly held). As of 12/31/96,
Keyport  owned in its own name (not for the benefit of Contract Owners) 6.71%
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 9 of the prospectus.

                        VARIABLE ANNUITY BENEFITS

Variable Annuity Payment Values

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

     The first payment for each Sub-Account will be determined by deducting
any applicable 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 Liberty 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 payment 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, 1996, 1995 and 1994, Keyport paid
KFSC underwriting 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 Life Insurance Company
at December 31, 1996, and for the year then ended, and the financial
statements of Keyport Life Insurance Company-KMA Variable Account as of
December 31, 1996 and for the year then ended appearing in this Statement of
Additional Information have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon appearing elsewhere herein,
and are included in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.

     The consolidated financial statements of Keyport Life Insurance Company
and subsidiaries as of December 31, 1995 and for each of the years in the two-
year period ended December 31, 1995 have been included herein in reliance on
the report of KPMG Peat Marwick LLP, independent certified public
accountants, included elsewhere herein and upon the authority of said firm as
experts in accounting and auditing. The report of KPMG Peat Marwick LLP
covering the December 31, 1995 financial statements refers to a change in
accounting to adopt Statement of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities.

     The financial statements of Keyport Life Insurance Company's KMA
Variable Account for the year, or other period as applicable, ended December
31, 1995 have been included herein in reliance on the report of KMPG Peat
Marwick LLP, independent certified public accountants, included elsewhere
herein 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 Stock Price Index
(an unmanaged weighted index of 90 stocks prior to March 1957 and 500 stocks
thereafter of industrial, transportation, utility and financial companies
widely regarded by investors as representative of the stock market); Small
Company Stocks, represented by the fifth capitalization quintile (i.e., the
ninth and tenth deciles) of stocks on the New York Stock Exchange for 1926-
1981 and by the performance of the Dimensional Fund Advisors Small Company
9/10 (for ninth and tenth deciles) Fund thereafter; Long Term Corporate
Bonds, represented beginning in 1969 by the Salomon Brothers Long-Term High-
Grade Corporate Bond Index, which is an unmanaged index of nearly all Aaa and
Aa rated bonds, represented for 1946-1968 by backdating the Salomon Brothers
Index using Salomon Brothers' monthly yield data with a methodology similar
to that used by Salomon Brothers in computing its Index, and represented for
1925-1945 through the use of the Standard and Poor's monthly High-Grade
Corporate Composite yield data, assuming a 4% coupon and a 20-year maturity.
Long-Term Government Bonds, measured each year using a portfolio containing
one U.S. government bond with a term of approximately twenty years and a
reasonably current coupon; U.S. Treasury Bills, measured by rolling over each
month a one-bill portfolio containing, at the beginning of each month, the
shortest-term bill having not less than one month to maturity; Inflation,
measured by the Consumer Price Index for all Urban Consumers, not seasonably
adjusted, since January, 1978 and by the Consumer Price Index before then.
The stock capital markets may be contrasted with the corporate bond and U.S.
government securities capital markets.  Unlike an investment in stock, an
investment in a bond that is held to maturity provides a fixed rate of
return. Bonds have a senior priority to common stocks in the event the issuer
is liquidated and interest on bonds is generally paid by the issuer before it
makes any distributions to common stock owners.  Bonds rated in the two
highest rating categories are considered high quality and present minimal
risk of default.  An additional advantage of investing in U.S. government
bonds and Treasury bills is that they are backed by the full faith and credit
of the U.S. government and thus have virtually no risk of default.  Although
government securities fluctuate in price, they are highly liquid.

     The tables below provide performance results for each Sub-Account
through December 31, 1996. 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 (SRMSF,
SRBF, SRGSF and SRSVF) 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%).

   Average Annual Total Return for a    Average Annual Total Return for a
    Contract Surrendered on 12/31/96    Contract Still in force on 12/31/96
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
   
SRMSF  -2.35% 4.25%  6.00% 6.09%(10/27/86) 3.23% 4.59% 6.00% 6.09%(10/27/86)
SRBF    7.96  8.68   9.58 11.19(5/14/85)  13.96  8.96  9.58 11.19 (5/14/85)
SRGSF  13.55  9.99    N/A 11.66(5/26/87)  19.55 10.26  N/A  11.66 (5/26/87)
SRSVF  19.12 15.51  12.41 12.25(5/16/85)  25.12 15.73 12.41 12.41(5/16/85)
SRGUF  -0.64   N/A    N/A  4.55(7/1/93)    5.03   N/A   N/A  5.56(7/1/93)
CGIF   10.14   N/A    N/A 11.86(7/1/93)   16.14   N/A   N/A 12.72(7/1/93)
CIFG   -2.00   N/A    N/A -1.44(5/3/94)    3.60   N/A   N/A  0.27 (5/3/94)
CUSF   14.13   N/A    N/A 19.02(7/6/94)   20.13   N/A   N/A 20.56 (7/6/94)
CSIF    2.34   N/A    N/A  8.17(7/14/94)   8.18   N/A   N/A  9.95 (7/14/94)
NTF     3.76   N/A    N/A 11.28(5/1/95)    9.68   N/A   N/A 14.60  (5/1/95)

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

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%).

           Average Annual Change
           In Accumulation Unit               12-Month Period Change
            Value From Contract             in Accumulation Unit Value**
Sub-         Inception Shown
Account     through 12/31/96**  1986     1987   1988    1989    1990    1991
   
SRMSF        6.10%(10/27/86)    1.84%*  -0.01%*  5.79%  11.46%   7.59%  12.90%
SRBF        11.21  (5/14/85)   17.56     0.88    7.87   21.16   -2.11   26.17
SRGSF       11.67  (5/26/87)    N/A     -7.98*   4.71   29.71   -3.04   45.98
SRSUF       12.26  (5/16/85)    8.60    -9.06    8.71   29.45  -10.29   35.36
SRGUF        5.58  (7/1/93)     N/A      N/A     N/A     N/A     N/A     N/A
CGIF        12.73  (7/1/93)     N/A      N/A     N/A     N/A     N/A     N/A
CIFG         0.28  (5/3/94)     N/A      N/A     N/A     N/A     N/A     N/A
CUSF        20.55  (7/6/94)     N/A      N/A     N/A     N/A     N/A     N/A
CSIF         9.95  (7/14/94)    N/A      N/A     N/A     N/A     N/A     N/A
NTF         14.59  (5/1/95)     N/A      N/A     N/A     N/A     N/A     N/A
    

Sub-        12-Month Period Change in Accumulation Unit Value**
Account         1992       1993      1994      1995      1996
   
SRMSF           4.49%      4.79%    -2.93%    14.15%     3.24%
SRBF            6.04       7.78     -4.52     23.75     14.02
SRGSF           5.16       3.52     -7.64     35.84     19.59
SRSUF          12.90      33.80     -0.21     10.21     25.18
SRGUF           N/A       -2.38*   -11.51     33.29      5.05
CGIF            N/A        4.28*    -2.12     28.34     16.16
CIFG            N/A        N/A      -6.86*     4.39      3.61
CUSF            N/A        N/A       3.69*    27.91     20.14
CSIF            N/A        N/A       0.14*    16.67      8.20
NTF             N/A        N/A       N/A      14.45*     9.70
    

* 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 SRMSF beginning January 1, 1989 to
the extent expenses, including management fees, exceeded 1.00% of average
annual assets. See footnote 4 on page 5 of the prospectus for the expense
reimbursement percentages applicable to SRMSF 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 Liberty Trust
Funds beginning July 1, 1993; CSIF 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 SRMMF and SRMMF-DCA Sub-Accounts

Yield and effective yield percentages for the SRMMF and SRMMF-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 SRMMF-
DCA Sub-Account and accounts for the SRMMF-DCA Sub-Account yields being
higher than the SRMMF 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 SRMMF charge is equal to the $36 Contract charge
          multiplied by a fraction equal to the average number of Contracts
          with SRMMF 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
          SRMMF Accumulation Unit during the 7-day period divided by the
          average Contract Value in SRMMF Sub-Account during the 7-day
          period. The assumed annual SRMMF-DCA charge is similarly calculated
          using SRMMF-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 SRMMF or SRMMF-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 12/31/96 the yield for the SRMMF Sub-Account
was 3.70% and the effective yield was 3.77%. For the SRMMF-DCA Sub-Account
the yield was 5.10% and the effective yield was 5.23%.
    

<PAGE>








                     THIS PAGE INTENTIONALLY LEFT BLANK


<PAGE>


                      Report of Independent Auditors




   The Board of Directors
   Keyport Life Insurance Company

   We  have  audited the accompanying consolidated balance sheet of Keyport
Life   Insurance  Company  as  of  December  31,  1996,  and  the   related
consolidated statements of income, stockholder's equity, and cash flows for
the  year  then  ended. These financial statements are the responsibility of
the Company's  management.  Our responsibility  is to express an opinion on
these financial statements based on our audit.

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

   In  our opinion, the consolidated financial statements referred  to
above  present fairly, in all material respects, the consolidated financial
position  of  Keyport Life Insurance Company at December 31, 1996  and  the
consolidated results of its operations and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.

   As  discussed  in Note 1 to the consolidated financial  statements,   in
1994,  the Company changed its method of accounting for certain investments
in debt and equity securities.



                                                  /s/Ernst & Young LLP

   February 5, 1997
   Boston, Massachusetts

                                      
                                      
                                      
<PAGE>
                                      
                                      
                                      
                        Independent Auditors' Report



The Board of Directors
Keyport Life Insurance Company

We have audited the consolidated financial statements of Keyport Life
Insurance Company and subsidiaries as of December 31, 1995, and for each of
the years in the two-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 the
results of their operations and their cash flows for each of the years in
the two-year period ended December 31, 1995, in conformity with generally
accepted accounting principles.

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






/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
February 16, 1996




                      KEYPORT LIFE INSURANCE COMPANY
                        CONSOLIDATED BALANCE SHEET
                              (in thousands)

                                                       December 31
                     ASSETS                         1996            1995

Cash and investments:
   Fixed maturities available for sale
    (amortized cost:  1996 - $10,500,431;
    1995 - $9,227,834)                          $10,718,644     $ 9,535,948
   Equity securities (cost:  1996 - $19,412;
    1995 - $17,521)                                  35,863          25,214
   Mortgage loans                                    67,005          74,505
   Policy loans                                     532,793         498,326
   Other invested assets                            183,622          10,748
   Cash and cash equivalents                        767,385         777,384
               Total cash and investments        12,305,312      10,922,125

Accrued investment income                           146,778         132,856
Deferred policy acquisition costs                   250,355         179,672
Value of insurance in force                          70,819          43,939
Intangible assets                                    19,186          20,314
Federal income taxes recoverable                        323           9,205
Other assets                                         40,316          12,859
Separate account assets                           1,091,468         959,224

               Total assets                     $13,924,557     $12,280,194

                  LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:

   Policy liabilities                           $11,637,528     $10,084,392
   Current federal income taxes                      13,123           7,666
   Deferred federal income taxes                     25,747          32,823
   Payable for investments purchased
    and loaned                                      211,234         317,715
   Other liabilities                                 38,476          46,161
   Separate account liabilities                   1,017,667         889,106

              Total liabilities                  12,943,775      11,377,863

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                   73,599          85,772
   Retained earnings                                398,235         307,611

              Total stockholder's equity            980,782         902,331

Total liabilities and stockholder's equity      $13,924,557     $12,280,194


                          See accompanying notes

                       KEYPORT LIFE INSURANCE COMPANY
                       CONSOLIDATED INCOME STATEMENT
                              (in thousands)

                                               Year Ended December 31

                                         1996         1995         1994

Revenues:
Investment income                      $ 790,365    $ 755,930    $ 689,575
Interest credited to policyholders      (572,719)    (555,725)    (481,926)
Investment spread                        217,646      200,205      207,649
Net realized investment gains (losses)     5,509       (3,958)      (8,220)
Fee income:
Surrender charges                         14,934       14,772       11,545
Separate account fees                     15,987       13,154       12,495
Management fees                            2,613        1,841        1,233
Total fee income                          33,534       29,767       25,273

Expenses:
Policy benefits                           (3,477)      (4,448)      (4,838)
Operating expenses                       (43,815)     (44,475)     (54,295)
Amortization of deferred policy
  acquisition costs                      (60,225)     (58,541)     (52,174)
Amortization of value of insurance
  in force                               (10,196)      (9,479)     (16,989)
Amortization of intangible assets         (1,130)      (1,130)      (1,130)

Total expenses                          (118,843)    (118,073)    (129,426)

Income before federal income tax
expense                                  137,846      107,941       95,276
Federal income tax expense               (47,222)     (38,331)     (32,051)

Net income                             $  90,624    $  69,610    $  63,225




                          See accompanying notes

                      KEYPORT LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
                              (in thousands)

                                              Net
                                           Unrealized
                               Additional  Investment
                      Common    Paid-in      Gains     Retained
                      Stock     Capital     (Losses)   Earnings   Total
Balance,
  January 1, 1994    $  1,508  $505,933   $    546    $176,283   $ 684,270
Adjustment to
  beginning balance
  for change in
  accounting
  principle, net of
  federal income
  taxes                                     41,614                  41,614
Net income                                              63,225      63,225
Common stock dividend
  (1,206 shares)        1,507                           (1,507)
Change in net
  unrealized investment
  gains (losses)                          (106,624)               (106,624)

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

Net income                                              90,624      90,624
Change in net unrealized
     investment gains
     (losses)                              (12,173)                (12,173)

Balance,
  December 31, 1996  $  3,015  $505,933   $ 73,599    $398,235   $ 980,782

                          See accompanying notes


                      KEYPORT LIFE INSURANCE COMPANY
                   CONSOLIDATED STATEMENT OF CASH FLOWS
                              (in thousands)

                                           Year Ended December 31
                                        1996         1995          1994

Cash flows from operating
  activities:
     Net income                     $    90,624    $   69,610     $ 63,225
     Adjustments to reconcile net
       income to net cash provided
       by operating activities:
          Interest credited to
            policyholders               572,719       555,725      481,926
          Net realized investement
            (gains) losses               (5,509)        3,958        8,220
          Amortization of value of
            insurance in force and
            intangible assets            11,326        10,609       18,120
          Net amortization on
            investements                (29,088)        9,688       12,215
          Change in deferred
            policy acquisition costs    (24,403)      (24,630)     (38,852)
          Change in current and
            deferred federal income
            taxes                         4,938         1,953        7,731
          Net change in other assets
          and liabilities               (42,634)      (62,375)     (16,718)
              Net cash provided by
                operating activities    577,973       564,538      535,867

Cash flow from investing activities:
     Investments purchased -
       held to maturity                    --             --      (277,626)
     Investments purchased -
       available for sale            (4,363,074)   (2,851,013)  (2,624,493)
     Investments sold -
       held to maturity                    --          14,930       10,637
     Investments sold -
       available for sale             1,714,023       605,197      950,885
     Investments matured -
       held to maturity                    --         317,773      576,021
     Investments matured -
       available for sale             1,387,664       906,522      854,441
     Increase in policy loans           (34,467)      (21,033)     (35,143)
     Decrease in mortgage loans           7,500        54,947       26,520
     Other assets purchased, net       (130,087)          --           --
     Value of business acquired,
       net of cash                      (30,865)          --          (961)

           Net cash used in
            investing activities    (1,449,306)      (972,677)    (519,719)

Cash flows from financing
activities:
     Withdrawals from
       policyholder accounts        (1,154,087)      (933,785)  (1,034,464)
     Deposits to policyholder
       accounts                      2,134,504      1,116,975    1,202,076
     Securities lending               (119,083)       317,715          --

           Net cash provided by
            financing activities       861,334        500,905      167,612
Change in cash and cash equivalents     (9,999)        92,766      183,760
Cash and cash equivalents at
  beginning of year                    777,384        684,618      500,858

Cash and cash equivalents at end
  of year                             $767,385       $777,384     $684,618



                          See accompanying notes


                      KEYPORT LIFE INSURANCE COMPANY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             December 31, 1996

   1.  Accounting Policies

   Organization

     Keyport  Life  Insurance Company offers a diversified line  of  fixed,
indexed,  and  variable  annuity products designed  to  serve  the  growing
retirement saving market.  These annuity products are sold through  a  wide
ranging network of banks, agents, and securities dealers.

     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,  indirect subsidiary of Liberty Mutual  Insurance  Company
("Liberty Mutual").

   Principles of Consolidation

   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 Corp., (collectively the "Company").

   The accompanying consolidated financial statements have been prepared in
accordance  with  generally accepted accounting principles  which  vary  in
certain respects from reporting practices prescribed or permitted by  state
insurance regulatory authorities. All significant intercompany transactions
and  balances have been eliminated.   Certain prior year amounts have  been
reclassified to conform to the current year's presentation.

   Use of Estimates

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

   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").  Investments  in  debt  and  equity
securities classified as available for sale are carried at fair value,  and
after-tax  unrealized  gains  and losses (net of  adjustments  to  deferred
policy acquisition costs and value of insurance in force) are reported as a
separate  component of stockholder's equity. Realized investment gains  and
losses are calculated on a first-in, first-out basis.

   On  December  31,  1995,  pursuant to the "Guide  to  Implementation  of
Statement  115  on Accounting for Certain Investments in  Debt  and  Equity
Securities," the Company made a one-time reclassification of certain  fixed
maturity  securities  from  held to maturity to  available  for  sale.  The
amortized  cost  of  those  securities at the time  of  transfer  was  $1.4
billion, and the unrealized gain of $13.9 million was recorded net of taxes
in stockholder's equity.

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

   Mortgage loans are carried at amortized cost.  Policy loans are  carried
at the unpaid principal balances plus accrued interest.

   Fee Income

   Fees  from investment advisory services are recognized as revenues  when
services  are  provided.  Revenues from fixed and  variable  annuities  and
single  premium  whole life policies include mortality  charges,  surrender
charges, policy fees, and contract fees and are recognized when earned.

   Deferred Policy Acquisition Costs

   Policy  acquisition costs are the costs of acquiring new business  which
vary  with,  and are primarily related to, the production of new  business.
Such  costs  include commissions, costs of policy issuance,   underwriting,
and  selling expenses.  These costs are deferred and amortized in  relation
to the present value of estimated gross profits from mortality, investment,
and  expense  margins.  Deferred policy acquisition costs are adjusted  for
amounts   relating  to  unrealized  gains  and  losses  on  fixed  maturity
securities  the  Company  has  designated  as  available  for  sale.   This
adjustment, net of tax, is included with the change in net unrealized gains
or  losses  that  is credited or charged directly to stockholder's  equity.
Deferred policy acquisition costs have been decreased by $103.7 million  at
December 31, 1996, and decreased by $151.4 million at December 31, 1995 for
this adjustment.

   Value of Insurance in Force

   Value  of  insurance  in  force  represents  the  actuarially-determined
present  value of projected future gross 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 15 years for
annuities  and  25 years for life insurance.  Interest is  accrued  on  the
unamortized balance at the contract rate of 5.30%, 5.58% and 5.49%  for the
years ended December 31, 1996, 1995 and 1994, respectively.

   The  value of insurance in force is adjusted for amounts relating to the
recognition  of  unrealized investment gains and losses.  This  adjustment,
net  of  tax, is included with the change in net unrealized gains or losses
that  is  credited  or charged directly to stockholder's equity.  Value  of
insurance in force has decreased by $26.0 million at December 31, 1996, and
decreased by $32.5 million at December 31, 1995 for this adjustment.

   Estimated net amortization expense of the value of insurance in force as
of  December 31, 1996 is as follows (in thousands): 1997 - $14,237; 1998  -
$12,206;  1999 - $11,236; 2000 - $10,034; 2001 - $8,582; and  thereafter  -
$40,506.

   Intangible Assets

   Intangible assets consist of goodwill arising from business combinations
accounted  for  as a purchase.  Amortization is provided on a straight-line
basis over twenty-five years.

   Separate Account Assets and Liabilities

   The  assets and liabilities resulting from variable annuity and variable
life policies are segregated in separate accounts. Separate account assets,
which  are  carried  at fair value, consist principally of  investments  in
mutual  funds. Investment income and changes in asset values are  allocated
to the 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. As of December  31,  1996  and
1995, Keyport also classified as separate account assets $73.8 million  and
$72.5  million,  respectively, of its investments in certain  mutual  funds
sponsored by affiliates of the Company.

   Policy Liabilities

   Policy  liabilities consist of deposits received plus credited interest,
less accumulated policyholder charges, assessments, and withdrawals related
to  deferred  annuities  and  single premium whole  life  policies.  Policy
benefits that are charged to expense include benefit claims incurred in the
period in excess of related policy account balances.

   Income Taxes

   Keyport  Life  Insurance Company, Keyport Advisory Services Corporation,
and  Keyport  Financial  Services Corp. are included  in  the  consolidated
federal income tax return filed by Liberty Mutual.  Income taxes have  been
provided  using  the  liability method in accordance  with  SFAS  No.  109,
"Accounting for Income Taxes," and are calculated as if the companies filed
their own income tax returns.  Independence Life is required under tax  law
to file its own federal income tax return.

   Cash Equivalents

   Short-term  investments having an original maturity of three  months  or
less are classified as cash equivalents.

   Recent Accounting Pronouncement

   In  June 1996, the Financial Accounting Standards Board issued SFAS  No.
125,  "Accounting  for  Transfers and Servicing  of  Financial  Assets  and
Extinguishment  of  Liabilities" ("SFAS 125"). The relevant  provisions  of
SFAS  125  relating to securities lending, dollar rolls, and other  similar
secured  transactions become effective after December 31, 1997. It  is  not
expected that the adoption of SFAS 125 will have a material effect  on  the
Company's consolidated financial position or results of operations.

   2.  Acquisitions

   On  August  9,  1996,  Keyport entered into a  100  percent  coinsurance
agreement  for a $954.0 million block of single premium deferred  annuities
issued  by  Fidelity & Guaranty Life Insurance Company ("F&G Life").  Under
this  transaction,  the  investment  risk  of  the  annuity  policies   was
transferred to Keyport.  However, F&G Life will continue to administer  the
policies  and will remain contractually liable for the performance  of  all
policy  obligations.  This  transaction  increased  investments  by  $923.1
million and value of insurance in force by $30.9 million.

   3.  Investments

   Fixed Maturities

   As  of  December  31,  1996  and 1995, the  Company  did  not  hold  any
investments in fixed maturities that were classified as held to maturity or
trading securities.  The amortized cost, gross unrealized gains and  losses
and fair value of fixed maturity securities are as follows (in thousands):

                                         Gross         Gross
                          Amortized    Unrealized   Unrealized     Fair
                            Cost         Gains        Losses      Value
December 31, 1996

U.S. Treasury securities  $    35,308  $     130   $      (87)  $    35,351
Mortgage backed securities
   of U.S. government
   corporations and
   agencies                 1,666,094     41,401       (8,569)    1,698,926
Obligations of states
   and political
   subdivisions                23,895        382          (49)       24,228
Debt securities issued
   by foreign governments     246,339     11,718         (554)      257,503
Corporate securities        4,093,473    153,422      (12,298)    4,234,597
Other mortgage backed
   securities               2,413,020     47,596      (23,970)    2,436,646
Asset backed
   securities               1,736,012     15,531       (6,440)    1,745,103
Senior secured loans          286,290        -            -         286,290

  Total fixed maturities  $10,500,431  $ 270,180   $  (51,967)  $10,718,644

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

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   $9,227,834   $ 394,082  $ (85,968)   $ 9,535,948

   At  December  31,  1996,  gross unrealized gains on  equity  securities,
interest   rate  cap  agreements  and  investments  in  separate   accounts
aggregated  $29.9  million,  and gross unrealized  losses  aggregated  $5.3
million,  respectively.  At December 31, 1995, gross  unrealized  gains  on
equity securities, interest rate cap agreements and investments in separate
accounts  aggregated $16.9 million, and gross unrealized losses  aggregated
$9.3 million, respectively.

   Contractual Maturities

   The amortized cost and fair value of fixed maturities by contractual
maturity as of December 31, 1996 are as follows (in thousands):

                                         Amortized         Fair
                                           Cost           Value
December 31, 1996

Due in one year or less                  $   487,373    $   489,136
Due after one year through five years      1,522,400      1,559,816
Due after five years through ten years     2,013,432      2,084,939
Due after ten years                          662,100        704,078
                                           4,685,305      4,837,969
Mortgage and asset backed securities       5,815,126      5,880,675
                                         $10,500,431    $10,718,644

   Actual  maturities  will  differ in some cases from  those  shown  above
because borrowers may have the right to call or prepay obligations.

Net Investment Income

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

                                               Year Ended December 31
                                               1996        1995      1994

Fixed maturities                            $ 737,372  $ 681,998  $635,947
Mortgage loans and other invested assets       11,422     12,881    15,416
Policy loans                                   30,188     28,485    26,295
Equity securities                               4,494      4,807     2,132
Cash and cash equivalents                      36,138     41,643    20,727
    Gross investment income                   819,614    769,814   700,517

Investment expenses                           (12,708)   (10,837)  (10,118)
Amortization of options and interest
    rate caps                                 (16,541)    (3,047)     (824)

     Net investment income                  $ 790,365  $ 755,930  $689,575

There  were  no  non-income producing fixed maturity investments  as  of
December 31, 1996 or 1995.

Net Realized Investment Gains (Losses)

   Net  realized  investment gains (losses) are summarized as  follows  (in
thousands):

                                            1996        1995         1994

Year Ended December 31

Fixed maturities held to maturity:
   Gross gains                           $     -    $    1,306   $    3,493
   Gross losses                                -           (64)       (755)

Fixed maturities available for sale:
   Gross gains                             24,304        8,156       26,043
   Gross losses                           (17,814)     (15,982)    (26,831)

Equity securities                             916        1,279        (845)
Interest rate swaps                             -         (860)        (28)
Other                                        (208)         (13)       (809)
Impairment write-downs                          -            -     (11,514)
Gross realized investment gains (losses)    7,198       (6,178)    (11,246)

Amortization adjustments  of  deferred
    policy acquisition costs and value of
    insurance inforce                      (1,689)       2,220       3,026

Net realized investment gains (losses)    $ 5,509     $ (3,958)   $ (8,220)

   Proceeds  from  sales of fixed maturities available for sale  were  $1.7
billion,  $565.4 million and $927.8 million, for the years  ended  December
31,  1996, 1995, and 1994, respectively. The sale of fixed maturities  held
to  maturity  during  1995  and  1994 relate to  certain  securities,  with
amortized cost of $15.0 million and $10.6 million, respectively, which were
sold specifically due to a decline in the issuers' credit quality.

   Deferred tax liabilities for the Company's unrealized holding gains  and
losses,  net of adjustments to deferred policy acquisition costs and  value
of  insurance inforce were $39.5 million and $46.2 million at December  31,
1996 and 1995, respectively.

   No  investment in any person or its affiliates (other than bonds  issued
by  agencies  of  the  United States government) exceeded  ten  percent  of
stockholder's equity at December 31, 1996.

   At  December 31, 1996, the Company did not have a material concentration
of  financial  instruments  in a single investee,  industry  or  geographic
location.

   At  December  31,  1996, $987.0 million of fixed maturities  were  below
investment grade.

   4.  Off Balance Sheet Financial Instruments

   The Company's primary objective in acquiring off balance sheet 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 primarily
include  managing  the  effective  duration  of  portfolio  securities  and
utilizing  interest  rate  swaps and caps. Outstanding  off  balance  sheet
financial instruments, shown in notional amounts along with their  carrying
value and  fair values, are as follows (in thousands):

                                            Assets (Liabilities)
                                      Carrying     Fair    Carrying    Fair
                    Notional Amounts    Value      Value     Value    Value

December 31         1996       1995      1996      1996      1995     1995
Interest rate
 cap agreements $  450,000 $  450,000 $  6,192 $  1,363  $  8,755 $  1,461
Indexed call
 options               -          -    109,561  109,561     7,785    7,785
Interest rate
 swaps           2,275,000  1,975,000   (8,753)  (8,753)  (64,124) (64,124)

   The  interest  rate cap agreements, which expire in 1997  through  2000,
entitle  the  Company  to  receive  payments  from  the  counterparties  on
specified future dates, contingent on future interest rates.  For each cap,
the amount of such payment, if any, is determined by the excess of a market
interest  rate  over a specified cap rate times the notional  amount.   The
premium  paid  for  the interest rate caps is included  in  other  invested
assets  and  is  being amortized over the terms of the  agreements  and  is
included  in  net investment income.  Interest rate contracts  relating  to
investments  designated as available for sale are adjusted  to  fair  value
with  the  resulting unrealized gains and losses included in  stockholder's
equity.   Fair  values for these contracts are based on current  settlement
values.   The  current settlement values are based on quoted market  prices
and  brokerage  quotes,  which utilize pricing  models  or  formulas  using
current assumptions.

   The Company uses indexed call options for purposes of hedging its equity-
indexed products.  The call options hedge the interest credited on these 1
and 5 year term products, which is based on the changes in the Standard &
Poor's 500 Composite Stock Price Index ("S&P Index").  Premiums paid on the
call  options  are  amortized to interest expense over  the  terms of the
underlying  equity-indexed products using the straight line method. Gains and
losses, if any, resulting from the early termination of the call option are
deferred and amortized to interest credited over the remaining term of the
underlying equity-indexed products.

   At  December  31,  1996 the Company had approximately $73.1  million  of
unamortized premium in call option contracts.  The call options' maturities
range from 1997 to 2001.  The Company carries its S&P Index call options at
market value.

   Deferred  losses  of $7.9 million and $10.6 million as of  December  31,
1996  and 1995, respectively, resulting from terminated interest rate  swap
agreements are included with the related fixed maturity securities to which
the hedge applied and are being amortized over the life of such securities.

   The  Company  is  exposed  to potential credit  loss  in  the  event  of
nonperformance  by  counterparties  on interest  rate  cap  agreements  and
interest rate swaps.  Nonperformance is not anticipated and, therefore,  no
collateral  is  held  or  pledged.  The credit risk associated  with  these
agreements is minimized by purchasing such agreements from investment-grade
counterparties.

   5.  Income Taxes

   Income tax expense is summarized as follows (in thousands):

Year Ended December 31              1996        1995         1994

Current                          $52,369       $37,746      $18,118
Deferred                          (5,147)          585       13,933
                                 $47,222       $38,331      $32,051

   A reconciliation of income tax expense with expected federal income tax
expense computed at the applicable federal income tax rate of 35% is as
follows (in thousands):

Year Ended December 31               1996            1995         1994

Expected income tax expense      $ 48,246        $ 37,779       $ 33,347
Increase (decrease) in income
taxes resulting from:
    Nontaxable investment income   (1,216)         (1,737)        (2,099)
    Amortization of goodwill          396             396            396
    Other, net                       (204)          1,893            407
Income tax expense               $ 47,222        $ 38,331       $ 32,051

   The  components  of  deferred federal income taxes are  as  follows  (in
thousands):

December 31                                       1996           1995

Deferred tax assets:
    Policy liabilities                          $171,327       $140,971
    Guaranty fund expense                          6,260          7,679
    Deferred gain on interest rate swaps           --               312
    Net operating loss carryforwards               2,667          3,041
    Other                                          3,915          1,039
    Total deferred tax assets                    184,169        153,042

Deferred tax liabilities:
    Deferred policy acquisition costs            (63,076)       (44,468)
    Value of insurance in force and
      intangible assets                          (20,539)        (7,152)
    Excess of book over tax basis of
      investments                               (118,403)      (127,991)
    Separate account asset                        (4,557)        (2,539)
    Deferred loss on interest rate swaps          (2,765)        (3,715)
    Other                                           (576)          --
       Total deferred tax liabilities           (209,916)      (185,865)
           Net deferred tax liability      $     (25,747)    $  (32,823)

   As  of December 31, 1996, the Company had approximately $7.6 million  of
purchased net operating loss carryforwards (relating to the acquisition  of
Independence  Life). Utilization of these net operating loss carryforwards,
which  expire through 2006, is limited to use against future profits.   The
Company  believes that it is more likely than not that it will realize  the
benefit of its deferred tax assets.

   Income taxes paid were $46.9 million, $44.7 million and $28.8 million in
1996, 1995 and 1994, respectively.

   6.  Retirement Plans

   Keyport  employees  and  certain  employees  of  Liberty  Financial  are
eligible  to  participate in the Liberty Financial Companies, Inc.  Pension
Plan  (the "Plan").  It is the Company's practice to fund amounts  for  the
Plan sufficient to meet the minimum requirements of the Employee Retirement
Income Security Act of 1974.  Additional amounts are contributed from  time
to  time  when  deemed  appropriate by the Company.  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.  Plan  assets
consist principally of investments in certain mutual funds sponsored by  an
affiliated company.

   The Company also has an unfunded non-qualified Supplemental Pension Plan
("Supplemental Plan") collectively with the Plan, (the "Plans"), to replace
benefits  lost  due to limits imposed on Plan benefits under  the  Internal
Revenue Code.

   The  following table sets forth the Plans' funded status.  Substantially
all  the  Plans'  assets  are invested in mutual  funds  sponsored  by  the
Company.

December 31
(Dollars in thousands)                          1996           1995

Actuarial present value of benefit
  obligations:
    Vested benefit obligations                 $ 7,172       $  6,082
    Accumulated benefit obligation             $ 7,963       $  6,915

Projected benefit obligation                   $10,559       $  9,185
Plan assets at fair value                       (6,399)        (5,703)
Projected benefit obligation in excess of
  the Plans' assets                              4,160          3,482
Unrecognized net actuarial loss                 (1,496)        (1,740)
Prior service cost not yet recognized in
net periodic pension cost                         (183)          (206)

Accrued pension cost                           $ 2,481       $   1,536

   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:


Year Ended December 31                      1996         1995        1994

Pension cost includes the following
  components:
Service cost benefits earned during the
  period                                   $  717      $  541      $   532
Interest cost on projected benefit
  obligation                                  725         603          534
Actual return on Plan assets                 (732)       (999)          63
Net amortization and deferred amounts         357         600         (338)
Total net periodic pension cost            $1,067      $  745      $   791

Discount rate                                7.50%       7.25%        8.25%
Rate of increase in compensation level       5.25%       5.25%        5.25%
Expected long-term rate of return on
  assets                                     8.50%       8.50%        8.50%

   The   Company  provides  various  other  funded  and  unfunded   defined
contribution  plans,  which  include  savings  and  investment  plans   and
supplemental savings plans.  For each of the years ended December 31, 1996,
1995 and 1994, expenses related to these defined contribution plans totaled
(in thousands) $589.7, $595.0 and $533.5, respectively.

   7. Fair Value of Financial Instruments

   The following discussion outlines the methodologies and assumptions used
to  determine  the fair value of the Company's financial instruments.   The
aggregate  fair value amounts presented herein do not necessarily represent
the  underlying  value  of  the Company, and accordingly,  care  should  be
exercised in deriving conclusions about the Company's business or financial
condition based on the fair value information presented herein.

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

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

        Mortgage   loans:  The  fair  value  of  mortgage  loans   are
     determined  by  discounting future cash flows to the  present  at
     current market rates, using expected prepayment rates.

        Policy  loans:  The carrying value of policy loans approximates
     fair value.

        Other  invested assets, cash:  The carrying value  for  assets
     classified  as other invested assets and cash in the accompanying
     balance sheets approximates their fair value.

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

   The   fair  values  and  carrying  values  of  the  Company's  financial
instruments are as follows (in thousands):

December 31                        1996                      1995

                            Carrying     Fair         Carrying      Fair
                            Value        Value        Value         Value
Assets:
  Fixed maturity
    securities          $10,718,644  $10,718,644  $ 9,535,948   $ 9,535,948
   Equity securities         35,863       35,863       25,214        25,214
   Mortgage loans            67,005       73,424       74,505        79,697
   Policy loans             532,793      532,793      498,326       498,326
   Other invested assets    183,622      183,622       10,748        10,748
   Cash and cash
    equivalents             767,385      767,385      777,384       777,384

Liabilities:
  Policy liabilities     11,637,528   11,127,352   10,084,392     9,650,113


   8. Quarterly Financial Data, in thousands (unaudited)

Quarter Ended 1996       March 31     June 30    September 30   December 31

Investment income       $ 187,728     $ 188,334   $ 200,253      $ 214,050
Interest credited to
  policyholders          (138,109)     (136,161)   (146,071)      (152,378)
Investment spread          49,619        52,173      54,182         61,672
Net realized investment
  gains (losses)            2,052        (2,487)        755          5,189
Fee income                  7,769         8,006       9,015          8,744
Pretax income              30,340        29,650      34,575         43,281
Net income                 19,688        19,943      22,289         28,704

Quarter Ended 1995        March 31     June 30    September 30   December 31

Investment income       $ 183,784     $ 189,496   $ 189,652      $ 192,998
Interest credited to
  policyholders          (130,919)     (139,226)   (143,317)      (142,263)
Investment spread          52,865        50,270      46,335         50,735
Net realized investment
  gains (losses)           (5,652)         (719)      1,430            983
Fee income                  7,308         7,919       7,217          7,323
Pretax income              23,348        29,452      28,395         26,746
Net income                 15,370        18,675      18,251         17,314

   9.  Statutory Information

   Keyport  is  domiciled  in  Rhode  Island  and  prepares  its  statutory
financial statements in accordance with accounting principles and practices
prescribed  or  permitted by the Department of Business Regulation  of  the
State of Rhode Island.  Statutory surplus differs from stockholder's equity
reported in accordance with GAAP primarily because policy acquisition costs
are  expensed when incurred, investment reserves and policy liabilities are
based  on different assumptions, and income tax expense reflects only taxes
paid or currently payable.  Keyport's statutory surplus and net income  are
as follows (in thousands):

Year Ended December 31             1996           1995         1994

Statutory surplus             $  567,735     $  535,179     $  546,440
Statutory net income              40,237         38,264         23,385

   10.  Transactions with Affiliated Companies

   The  Company  reimbursed  Liberty Financial and certain  affiliates  for
expenses incurred on its behalf for the years ended December 31, 1996, 1995
and   1994.    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  $7.8  million,  $7.6 million and $7.3 million  for  the  years  ended
December  31,  1996,  1995 and 1994 , respectively.  In  addition,  certain
affiliated companies distribute the Company's products and were  paid  $6.4
million, $7.6 million and $15.3 million by the Company for the years  ended
December 31, 1996, 1995, and 1994, respectively.

   Keyport  has mortgage notes in the original principal amount  of  $100.0
million  on  properties owned by certain indirect subsidiaries  of  Liberty
Mutual.  The notes were purchased for their face value. Liberty Mutual  has
agreed  to  provide credit support to the obligors under these  notes  with
respect  to  certain  payments of principal and interest  thereon.   As  of
December 31, 1996 and 1995, the amounts outstanding were $39.5 million.

      Dividend payments to Liberty Financial from the Company are  governed
by  insurance laws which restrict the maximum amount of dividends that  may
be  paid without prior approval of the Department of Business Regulation of
the State of Rhode Island.  As of December 31, 1996, the maximum amount  of
dividends  (based  on  statutory  surplus  and  statutory  net  gains  from
operations) which may be paid by Keyport was approximately $42.5 million.

   11. Commitments and Contingencies

   Leases:  The  Company  leases data processing equipment,  furniture  and
certain  office facilities from others under operating leases  expiring  in
various  years  through  2001. Rental expense (in  thousands)  amounted  to
$3,213,  $3,221 and $3,011 for the years ended December 31, 1996, 1995  and
1994,  respectively. For each of the next five years, and in the aggregate,
as  of  December  31,  1996, the following are the  minimum  future  rental
payments  under  noncancelable operating leases having remaining  terms  in
excess of one year (in thousands):


       Year         Payments

       1997       $    2,641
       1998            2,992
       1999            2,815
       2000            2,731
       2001            2,715
                  $   13,894

   Legal  Matters: The Company is involved at various times  in  litigation
common  to its business. In the opinion of management, provisions made  for
potential losses are adequate and the resolution of  any such litigation is
not  expected to have a material adverse effect on the Company's  financial
condition or its results of operations.

   Regulatory  Matters: 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  1996,  1995 and 1994, Keyport was assessed $10.0 million, $8.1 million,
and  $7.7  million,  respectively. During  1996,  1995  and  1994,  Keyport
recorded  $1.0  million,  $2.0 million, and $7.2 million  respectively,  of
provisions  for state guaranty fund association expense.  At  December  31,
1996 and 1995, the reserve for such assessments was $12.9 million and $21.9
million, respectively.

<PAGE>






                     THIS PAGE INTENTIONALLY LEFT BLANK







<PAGE>




                       Report of Independent Auditors



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



We  have  audited  the accompanying statement of assets  and  liabilities  of
Keyport  Life  Insurance Company - KMA Variable Account as  of  December  31,
1996,  and the related statement of operations and changes in net assets  for
the  year  then ended.  These financial statements are the responsibility  of
Keyport  Life  Insurance  Company's management.   Our  responsibility  is  to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all  material  respects,  the financial position of  Keyport  Life  Insurance
Company  - KMA Variable Account at December 31, 1996 and the results  of  its
operations  and changes in net assets for the year then ended, in  conformity
with generally accepted accounting principles.





March 14, 1997                                    /s/Ernst & Young LLP
Boston, Massachusetts




<PAGE>

                        Independent Auditors' Report
                                      
                                      
The Contract Owners of
Keyport Life Insurance Company's
KMA Variable Account


We have audited the accompanying statement of operations and changes in net
assets of the sub-accounts comprising Keyport Life Insurance company's KMA
Variable Account for the year, or other periods as applicable, ended December
31, 1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express and opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and changes in net assets of
the sub-accounts  comprising Keyport Life Insurance Company's KMA Variable
Account for the year, or other periods as applicable, ended December 31,
1995, in conformity with generally accepted accounting principles.



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

<PAGE>
            KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT
                     Statement of Assets and Liabilities
                              December 31, 1996
                                      
Assets
Investments at market value:
  Keystone Custodian Funds
   Keystone Liquid Trust - 492,750 shares (cost $492,750)      $    492,750
   Quality Bond Fund (B-1) - 3,004 shares (cost $43,183)             45,541
   Diversified Bond Fund (B-2) - 1,728 shares (cost $27,191)         26,323
   High Income Bond Fund (B-4) - 4,202 shares (cost $27,465)         17,857
   Growth and Income Fund (S-1) - 9,411 shares (cost $168,108)      236,865
   Mid-Cap Growth Fund (S-3) - 16,189 shares (cost $112,889)        140,683
   Small Company Growth Fund (S-4) - 66,597 shares (cost $478,703)  560,748

  SteinRoe Variable Investment Trust
   Cash Income Fund - 50,833,625 shares (cost $50,833,625)       50,833,625
   Capital Appreciation Fund - 8,340,265 shares
     (cost $133,500,186)                                        172,893,689
   Managed Assets Fund - 15,500,674 shares (cost $198,554,659)  252,350,972
   Mortgage Securities Income Fund - 5,201,696 shares (cost
     $53,242,228)                                                51,184,690
   Managed Growth Stock Fund - 4,067,018 shares
     (cost $73,960,354)                                         116,357,395

  Keyport Variable Investment Trust
   Colonial-Keyport Growth and Income Fund - 6,448,944
     shares (cost $71,016,886)                                   90,027,259
   Colonial-Keyport Utilities Fund - 4,265,765 shares (cost
     $43,112,194)                                                45,643,692
'  Colonial-Keyport International Fund for Growth -
     13,148,115 shares (cost $26,000,917)                        25,638,825
   Colonial-Keyport Strategic Income Fund - 4,644,736 shares
     (cost $51,228,243)                                          51,231,445
   Colonial-Keyport U.S. Stock Fund  - 4,229,347 shares
     (cost $49,312,625)                                          60,141,317
   Newport-Keyport Tiger Fund - 13,442,178 shares (cost
       $29,901,460)                                              33,874,286

                     Total assets                              $951,697,962

Net Assets
     Variable annuity contracts (Note 5)                       $845,379,306
     Annuity reserves (Note 2)                                   40,842,923
     Due to Keyport Life Insurance Company (Note 2)               1,661,524
     Retained by Keyport Life Insurance Company (Note 2)         63,814,209
                     Total net assets                          $951,697,962



                           See accompanying notes.
                                      
                                      
                                      
            KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT
              Statement of Operations and Changes in Net Assets
              For the Periods ended December 31, 1996 and 1995


                          Keystone                   Quality Bond
                        Liquid Trust                  Fund (B-1)
                      1996           1995           1996           1995

Income
  Dividends         $ 25,070       $ 28,479       $  2,111       $  5,091
Expenses (Note 3)
   Mortality and
    expense risk and
    administrative
    charges            6,705          7,042            495            883
Net investment income
    (expense)         18,365         21,437          1,616          4,208
Realized gain (loss)     -              -              (16)         2,607
Unrealized appreciation
   (depreciation) during
    the period           -              -           (1,596)         5,123
Net increase (decrease)
    in net assets from
    operations       18,365         21,437              4         11,938

Purchase payments from
    contract owners   1,846          2,794          1,238          4,446
Transfers between
    accounts            256         51,705             40            123
Contract terminations
    and annuity
    payouts        (134,958)       (65,458)        (1,461)       (61,318)
Other transfers (to)
    from Keyport Life
    Insurance Company  (276)        12,257             76             -
Net increase (decrease)
    in net assets
    from contract
    transactions   (133,132)         1,298           (107)       (56,749)
Net assets at
    beginning
    of period       607,517        584,782         45,644         90,455
Net assets at
    end of period  $492,750       $607,517       $ 45,541       $ 45,644








            KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT
              Statement of Operations and Changes in Net Assets
              For the Periods ended December 31, 1996 and 1995


                            Diversified Bond              High Income Bond
                                  Fund (B-2)                    Fund (B-4)
                           1996           1995           1996           1995

Income
  Dividends              $  1,251       $  1,265       $  2,586       $  4,788
Expenses (Note 3)
   Mortality and
    expense risk and
    administrative
    charges                   236            173            397            555
Net investment income
    (expense)               1,015          1,092          2,189          4,233
Realized gain (loss)          -              -          (17,408)             3
Unrealized appreciation
   (depreciation) during
    the period                 32            915         16,932           (513)
Net increase (decrease)
    in net assets from
    operations                983          2,007          1,713          3,723

Purchase payments from
    contract owners         5,192          4,807            306            444
Transfers between
    accounts                  371             11            151             (1)
Contract terminations
    and annuity
    payouts                   -              -          (32,116)           -
Other transfers (to)
    from Keyport Life
    Insurance Company          43            -               33            -
Net increase (decrease)
    in net assets
    from contract
    transactions            5,606          4,818        (31,626)           443
Net assets at
    beginning
    of period              19,734         12,909         47,770         43,604
Net assets at
    end of period        $ 26,323       $ 19,734       $ 17,857       $ 47,770








                                      
            KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT
              Statement of Operations and Changes in Net Assets
              For the Periods ended December 31, 1996 and 1995


                           Growth and Income               Mid-Cap Growth
                               Fund (S-1)                    Fund (S-3)
                           1996           1995           1996          1995
    
Income
  Dividends              $  1,246       $ 26,879       $   -          $ 46,976
Expenses (Note 3)
   Mortality and
    expense risk and
    administrative
    charges                 2,460          2,277          1,968          2,562
Net investment income
    (expense)              (1,214)        24,602         (1,968)        44,414
Realized gain (loss)          384          8,363          4,031         11,363
Unrealized appreciation
   (depreciation)
    during
    the period             12,728         19,439         (9,022)         8,332
Net increase (decrease)
    in net assets
    from
    operations             11,898         52,404         (6,959)        64,109

Purchase payments from
    contract owners         4,847          4,661          5,509          8,982
Transfers between
    accounts               27,357          7,664          -            (44,697)
Contract terminations
    and annuity
    payouts                (9,074)       (55,086)       (24,672)       (89,787)
Other transfers (to)
    from Keyport Life
    Insurance Company         387            -              282            -
Net increase (decrease)
    in net assets
    from contract
    transactions           23,517        (42,761)       (18,881)      (125,502)
Net assets at
    beginning
    of period             201,450        191,807        166,523        227,916
Net assets at
    end of period        $236,865       $201,450       $140,683       $166,523







            KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT
              Statement of Operations and Changes in Net Assets
              For the Periods ended December 31, 1996 and 1995

     
                          Small Company Growth              Cash Income
                                Fund (S-4)                      Fund
                            1996           1995          1996          1995

Income
  Dividends              $  60,556      $  62,494      $2,448,190    $2,835,190
Expenses (Note 3)
   Mortality and
    expense risk and
    administrative
    charges                 6,382          6,673          660,490       667,110
Net investment income
    (expense)              54,174         55,821        1,787,700     2,168,080
Realized gain (loss)       (1,058)        20,262            -              -
Unrealized appreciation
   (depreciation)
    during
    the period            (56,065)        98,073            -              -
Net increase (decrease)
    in net assets
    from
    operations             (2,949)       174,156        1,787,700     2,168,080

Purchase payments from
    contract owners        16,974          8,396        2,435,745     2,622,342
Transfers between
    accounts                 -           (46,276)       6,170,662    (1,168,571)
Contract terminations
    and annuity
    payouts               (16,158)       (99,703)      (9,139,703)  (13,524,359)
Other transfers (to)
    from Keyport Life
    Insurance Company         923            -             95,702       (11,671)
Net increase (decrease)
    in net assets
    from contract
    transactions            1,739       (137,583)        (437,594)  (12,082,259)
Net assets at
    beginning
    of period             561,958        525,385       49,483,519    59,397,698
Net assets at
    end of period        $560,748       $561,958      $50,833,625   $49,483,519






                                      
            KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT
              Statement of Operations and Changes in Net Assets
              For the Periods ended December 31, 1996 and 1995


    
                           Capital Appreciation           Managed Assets
                                  Fund                            Fund
                            1996          1995         1996           1995
Income
  Dividends             $  -         $  1,119,833    $  -          $18,232,566
Expenses (Note 3)
   Mortality and
    expense risk and
    administrative
    charges               2,197,895     1,811,814      3,561,706     2,707,560
Net investment income
    (expense)            (2,197,895)     (691,981)    (3,561,706)   15,525,006
Realized gain (loss)      1,297,668       444,883      1,893,171     1,699,944
Unrealized
    appreciation
    (depreciation)
     during
     the period          34,299,880    12,421,795     33,208,577    21,102,576
Net increase
    (decrease)
    in net assets
    from
    operations           33,399,653    12,174,697     31,540,042    38,327,526

Purchase payments
    from contract
    owners               12,519,068    12,359,075     14,675,759     9,601,078
Transfers between
    accounts              8,336,612    (3,848,840)    (2,221,448)   45,077,131
Contract
    terminations
    and annuity
    payouts             (12,583,612)  (13,006,701)   (24,869,936)  (18,567,356)
Other transfers
    (to) from Keyport
    Life Insurance
    Company                 379,541         -            573,596         -
Net increase (decrease)
    in net assets
    from contract
    transactions          8,651,609    (4,496,466)   (11,842,029)   36,110,853
Net assets at
    beginning
    of period           130,842,427   123,164,196    232,652,959   158,214,580
Net assets at
    end of perod       $172,893,689  $130,842,427   $252,350,972  $232,652,959
                                      
                                      
            KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT
              Statement of Operations and Changes in Net Assets
              For the Periods ended December 31, 1996 and 1995



                      Mortgage Securities Income      Managed Growth Stock
                               Fund                         Fund
                         1996           1995        1996          1995
Income
  Dividends         $  3,838,053   $  3,084,525   $  -        $ 5,090,894
Expenses (Note 3)
   Mortality and
    expense risk and
    administrative
    charges              796,797        748,107     1,543,206   1,183,227
Net investment income
    (expense)          3,041,256      2,336,418    (1,543,206)  3,907,667
Realized gain (loss)    (636,162)       208,764       225,415     754,285
Unrealized
    appreciation
    (depreciation)
     during
     the period         (904,485)     3,958,635    19,969,963  19,501,353
Net increase
    (decrease) in
    net assets from
    operations         1,500,609      6,503,817    18,652,172  24,163,305

Purchase payments
    from contract
    owners             1,653,710      2,132,895     9,412,798   6,486,389
Transfers between
    accounts          (3,646,194)     5,988,023     2,537,031   5,423,688
Contract terminations
    and annuity
    payouts           (5,538,470)    (5,095,184)   (8,857,274) (7,536,917)
Other transfers (to)
    from Keyport
    Life Insurance
    Company          (16,963,899)    17,149,572       281,741         -
Net increase
    (decrease)
    in net assets
    from contract
    transactions     (24,494,853)    20,175,306     3,374,296   4,373,160
Net assets at
    beginning
    of period         74,178,934     47,499,811    94,330,927  65,794,462
Net assets at
    end of period    $51,184,690    $74,178,934  $116,357,395 $94,330,927



            KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT
              Statement of Operations and Changes in Net Assets
              For the Periods ended December 31, 1996 and 1995



                        Strategic Managed Assets          Managed Income
                                  Fund                        Fund
                         1996         1995         1996              1995
Income
  Dividends             $  -       $  6,888,371   $  -           $  1,913,930
Expenses (Note 3)
   Mortality and
    expense risk and
    administrative
    charges                -            596,912      -                359,114
Net investment income
    (expense)              -          6,291,459      -              1,554,816
Realized gain (loss)        -        (1,881,972)     -             (1,684,383)
Unrealized
    appreciation
    (depreciation)
     during
     the period            -          3,760,239      -              4,815,684
Net increase
    (decrease)
    in net assets
    from operations        -          8,169,726      -              4,686,117

Purchase payments
    from contract
    owners                 -            623,379      -                117,683
Transfers between
    accounts               -        (60,806,436)     -            (37,247,795)
Contract terminations
    and annuity
    payouts                -         (4,025,653)     -             (3,674,434)
Other transfers (to)
    from Keyport
    Life Insurance
    Company                -            -            -             (4,355,032)
Net increase (decrease)
    in net assets
    from contract
    transactions           -        (64,208,710)     -            (45,159,578)
Net assets at
    beginning
    of period              -         56,038,984      -             40,473,461
Net assets at
    end of period          -            -            -                -




            KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT
              Statement of Operations and Changes in Net Assets
              For the Periods ended December 31, 1996 and 1995



                        Colonial-Keyport                   Colonial-Keyport
                      Growth and Income Fund                Utilities Fund
                         1996           1995           1996            1995
Income
  Dividends           $ 5,437,898     $ 1,623,990    $ 2,000,039    $ 2,061,056
Expenses (Note 3)
   Mortality and
    expense risk and
    administrative
    charges               855,588         581,425        687,683        627,774
Net investment income
    (expense)           4,582,310       1,042,565      1,312,356      1,433,282
Realized gain (loss)       (6,263)         53,942        510,333        179,659
Unrealized
    appreciation
    (depreciation)
     during
     the period         7,675,038       8,431,489        264,846     10,472,204
Net increase
    (decrease) in
    net assets from
    operations         12,251,085       9,527,996      2,087,535     12,085,145

Purchase payments
    from contract
    owners             10,442,376       7,708,398      2,036,482      3,561,384
Transfers between
    accounts            3,787,007       3,549,431     (4,045,355)     1,260,097
Contract
    terminations
    and annuity
    payouts            (5,233,156)     (3,526,945)    (3,684,733)    (3,994,781)
Other transfers (to)
    from Keyport
    Life Insurance
    Company               150,271       4,710,224        105,587         -
Net increase
    (decrease)in net
    assets from
    contract
    transactions        9,146,498      12,441,108     (5,588,019)       826,700
Net assets at
    beginning
    of period          68,629,676      46,660,572     49,144,176     36,232,331
Net assets at end
    of period          90,027,259      68,629,676     45,643,692     49,144,176


            KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT
              Statement of Operations and Changes in Net Assets
              For the Periods ended December 31, 1996 and 1995

    
                                                             Colonial-Keyport
                         Colonial-Keyport                     International
                        U.S. Government Fund                   Fund for Growth
                         1996         1995              1996             1995
Income
  Dividends             $   -      $    406,224      $  1,484,698   $   122,192
Expenses (Note 3)
  Mortality and
    expense risk
    and administrative
    charges                 -           112,397           201,486       151,837
Net investment income
    (expense)               -           293,827         1,283,212       (29,645)
Realized gain (loss)        -          (487,572)           11,779       (23,625)
Unrealized
    appreciation
    (depreciation)
     during
     the period             -         1,180,567          (325,559)      632,521
Net increase
    (decrease) in
    net assets from
    operations              -           986,822           969,432       579,251

Purchase payments
    from contract
    owners                  -           328,844         3,326,931     4,477,512
Transfers between
    accounts                -       (12,956,156)          763,093      (364,008)
Contract terminations
    and annuity
    payouts                 -        (1,050,768)       (1,589,143)   (1,567,181)
Other transfers (to)
    from Keyport
    Life Insurance
    Company                 -       (15,024,888)           33,715       550,000
Net increase
    (decrease)in net
    assets from
    contract
    transactions            -       (28,702,968)        2,507,596     3,096,323
Net assets at
    beginning
    of period               -        27,716,146        22,161,797    18,486,223
Net assets at
    end of period    $   -         $     -            $25,638,825   $22,161,797



            KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT
              Statement of Operations and Changes in Net Assets
              For the Periods ended December 31, 1996 and 1995


  
                           Colonial-Keyport                  Colonial-Keyport
                         Strategic Income Fund                U.S. Stock Fund
                           1996           1995           1996         1995
Income
  Dividends             $  4,370,545   $  2,361,382    $  3,390,848  $2,095,010
Expenses (Note 3)
   Mortality and
    expense risk
    and administrative
    charges                  681,792        236,072         542,968     252,806
Net investment income
    (expense)              3,688,753      2,125,310       2,847,880   1,842,204
Realized gain (loss)          13,958         25,084         110,359      26,657
Unrealized
    appreciation
    (depreciation)
     during
     the period               72,275         21,898       6,776,444   1,706,939
Net increase
    (decrease)
    in net
    assets from
    operations             3,774,986      2,172,292       9,734,683   3,575,800

Purchase payments
    from contract
    owners                 5,784,837      6,346,799       9,452,774  11,127,729
Transfers between
    accounts                (582,012)    36,913,338       2,924,266  12,112,957
Contract terminations
    and annuity
    payouts               (4,363,821)    (2,157,749)     (4,733,235) (2,592,867)
Other transfers (to)
    from Keyport
    Life Insurance
    Company                  113,160    (10,109,673)         98,174   3,100,340
Net increase
    (decrease)in net
    assets from
    contract
    transactions             952,164     30,992,715       7,741,979  23,748,159
Net assets at
    beginning
    of period             46,504,295     13,339,288      42,664,655  15,340,696
Net assets at
    end of period       $ 51,231,445   $ 46,504,295    $ 60,141,317 $42,664,655


            KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT
              Statement of Operations and Changes in Net Assets
              For the Periods ended December 31, 1996 and 1995



                         Newport-Keyport
                           Tiger Fund*                  Total          Total
                            1996         1995           1996           1995
Income
  Dividends             $    365,072   $     63,385   $ 23,428,163  $48,074,520
Expenses (Note 3)
   Mortality and
    expense risk
    and administrative
    charges                  233,843         30,834     11,982,097   10,087,154
Net investment income
    (expense)                131,229         32,551     11,446,066   37,987,366
Realized gain (loss)          (8,804)       (10,024)     3,397,387     (651,760)
Unrealized
    appreciation
    (depreciation)
     during the period     2,226,191        295,754    103,226,115   88,433,023
Net increase
    (decrease)
    in net assets from
    operations             2,348,616        318,281    118,069,568  125,768,629

Purchase payments
    from contract
    owners                 8,195,980      3,514,580     79,972,372   71,042,617
Transfers between
    accounts               6,028,623      3,875,764     20,053,460   (2,222,848)
Contract terminations
    and annuity
    payouts               (1,719,303)      (285,983)   (82,530,825) (80,978,230)
Other transfers (to)
    from Keyport
    Life Insurance
    Company                   46,847     11,550,881    (15,084,097)   7,572,010
Net increase
    (decrease)in net
    assets from
    contract
    transactions          12,552,147     18,655,242      2,410,910   (4,586,451)
Net assets at
    beginning
    of period             18,973,523       -           831,217,484  710,035,306
Net assets at
    end of period       $ 33,874,286   $ 18,973,523   $951,697,962 $831,217,484

                   *Commencement of operations - May 1, 1995


            KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT
                                      
                        Notes to Financial Statements
                              December 31, 1996
                                      

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.

With the exception of K-100 contractholders, there are currently two funding
vehicles available to the Variable Account, the SteinRoe Variable Investment
Trust ("SRVIT") and the Keyport Variable Investment Trust ("KVIT"). A third
trust, Keystone Custodian Funds, is only available to existing K-100
contractholders. This contract series was issued prior to May 1, 1986. There
are currently eleven available subaccounts within the Variable Account to
which contract funds may be allocated.  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 December 6, 1996, the fund
name Colonial-Keyport U.S. Fund for Growth was changed to Colonial-Keyport
U.S. Stock Fund.

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 3.0%, 4.0%, 5.0% or 6.0% unless the annuitant elects otherwise, in
which case the rate may vary from 3.0% to 6.0%, as regulated by the laws of
the 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.

Amounts due to Keyport Life Insurance Company represent mortality and expense
risk charges earned by the Company in 1996 but not transferred to the Company
until January 1997.

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.  The Company anticipates no tax
liability resulting from the operations of the Variable Account.  Therefore,
no provision for income taxes has been charged against the Variable Account.

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, 1996 and 1995 and
the accumulation units and dollar value outstanding at December 31, 1996 are
as follows:

                         1995           1996
                         UNIT           UNIT           1996        1996
                         VALUE          VALUE          UNITS     DOLLARS
Keystone Liquid Trust
  K100 Qualified      $ 23.121660  $23.930015     18,449.9258  $    441,507
  K100 Non-Qualified    22.835022   23.633250      1,107.3805        26,171

Quality Bond Fund (B-1)
  K100 Qualified        36.552435   36.562403        998.5941        36,511

Diversified Bond Fund (B-2)
  K100 Qualified        35.378201   36.980138        708.3262        26,194

High Income Bond Fund (B-4)
  K100 Qualified        30.568654   33.468248        481.3816        16,111
  K100 Non-Qualified    31.321421   31.778113               -             -

Growth and Income Fund (S-1)
  K100 Qualified        43.375544   50.863891      4,173.7664       212,294

Mid-Cap Growth Fund (S-3)
  K100 Qualified        44.970109   46.815302      2,663.7017       124,702
  K100 Non-Qualified    50.799485   52.728207          0.5879            31


Small Company Growth Fund (S-4)
  K100 Qualified        42.685132   41.893273     10,122.9856       424,085
  K100 Non-Qualified    48.516956   47.617105      2,850.5513       135,735

Cash Income Fund
  K100                  22.563269   23.456562    885,248.1877    20,764,879
  Flex I                16.107692   16.704172    177,787.1420     2,969,787
  Flex II               15.809845   16.379016     12,242.4937       200,520
  Preferred Advisor     12.833328   13.288493  1,937,918.9198    25,752,022
  Dollar Cost Averaging 12.062820   12.666995     15,286.1038       193,629
  Employee              10.975629   11.484715         23.2483           267

Capital Appreciation Fund
  K100                  62.754578   78.867463    270,715.7957    21,350,668
  Flex I                30.953346   38.805202    270,844.0224    10,510,157
  Flex II               31.595455   39.570863     24,772.9750       980,288
  Preferred Advisor     23.356516   29.237169  4,567,202.5222   133,532,072
  Employee              13.898002   17.580533     18,304.9058       321,810

Managed Assets Fund
  K100                  30.393516   34.791356    266,198.4201     9,261,404
  Flex I                30.445015   34.764525    595,783.4315    20,712,128
  Flex II               29.276014   33.396484     30,977.7820     1,034,549
  Preferred Advisor     18.649799   21.263714  9,759,570.6940   207,524,720
  Employee              12.284776   14.154200      7,310.7629       103,478

Mortgage Securities Income Fund
  K100                  16.740391   17.352353     42,933.7739       745,002
  Flex I                17.853370   18.460439    164,782.9177     3,041,965
  Flex II               17.782813   18.369227     15,995.8282       293,831
  Preferred Advisor     16.098763   16.621076  2,760,649.4309    45,884,964

Managed Growth Stock Fund
  K100                  56.112683   67.373508     66,920.0422     4,508,638
  Flex I                24.377573   29.197651    231,419.1988     6,756,897
  Flex II               22.336918   26.726946      5,077.0485       135,694
  Preferred Advisor     22.779503   27.242475  3,719,102.7247   101,317,563
  Employee              14.002023   16.921822     13,583.0527       229,850

Colonial-Keyport Growth and Income Fund
  K100                  13.096753   15.273930     16,325.9227       249,361
  Flex I                13.184205   15.338063     68,918.3504     1,057,074
  Preferred Advisor     13.099465   15.216529  3,940,483.9303    59,960,488
  Employee              13.354147   15.675839     10,122.6480       158,681

Colonial-Keyport Utilities Fund
  K100                  11.576591   12.209059     13,769.7754       168,116
  Flex I                11.507703   12.106506     20,126.2858       243,659
  Preferred Advisor     11.514290   12.095187  3,519,865.5465    42,573,432
  Employee              11.680586   12.399240               -             -

Colonial-Keyport Strategic Income Fund
  K100                  11.304782   12.280504    446,353.7490     5,481,449
  Flex I                11.632780   12.605710    392,215.5912     4,944,156
  Flex II               11.233998   12.161493     26,307.0496       319,933
  Preferred Advisor     11.684000   12.642128  3,036,542.9776    38,388,365
  Employee              11.783226   12.883876      1,255.2123        16,172

Colonial-Keyport International Fund for Growth
  K100                   9.841542   10.237727     21,566.3106       220,790
  Flex I                 9.747047   10.114467     38,348.1403       387,871
  Flex II                9.787562   10.146418        536.9383         5,448
  Preferred Advisor      9.723230   10.074536  1,243,679.0141    12,529,489
  Employee              10.146906   10.624367      4,420.4045        46,964

Colonial-Keyport U.S. Stock Fund
  K100                  12.722369   15.346006     28,127.9702       431,652
  Flex I                12.871427   15.487598     57,589.2401       891,919
  Flex II               12.065252   14.503145        688.5403         9,986
  Preferred Advisor     13.263322   15.935084  2,382,491.0493    37,965,195
  Employee              13.523864   16.419346      8,304.5939       136,356

Newport-Keyport Tiger Fund
  K100                  10.437921   11.495550     15,622.5670       179,590
  Flex I                10.241649   11.251612     23,324.4801       262,438
  Flex II               10.000000   10.371251      1,762.2754        18,277
  Preferred Advisor     11.445356   12.555053  1,509,793.8655    18,955,542
  Employee              11.524093   12.774711     16,186.6675       206,780

                                              42,746,937.7215  $845,379,306

6. Purchases and Sales of Securities

The cost of shares purchased and proceeds from shares sold by the Variable
Account during the year ended December 31,1996 are shown below:

                                                  Purchases      Sales

Keystone Liquid Trust                             $     22,037   $    136,804
Quality Bond Fund (B-1)                                  3,359          1,850
Diversified Bond Fund (B-2)                              6,779            158
High Income Bond Fund (B-4)                              2,984         32,421
Growth and Income Fund (S-1)                            33,132         10,829
Mid-Cap Growth Fund (S-3)                                5,194         26,043
Small Company Growth Fund (S-4)                         71,950         16,037
Cash Income Fund                                    36,512,569     35,162,463
Capital Appreciation Fund                           26,947,299     20,493,585
Managed Assets Fund                                  8,654,874     24,058,609
Mortgage Securities Income Fund                      5,306,895     26,760,492
Managed Growth Stock Fund                           11,091,465      9,260,375
Colonial-Keyport Growth and Income Fund             17,992,416      4,263,608
Colonial-Keyport Utilities Fund                      5,041,611      9,317,274
Colonial-Keyport International Fund for Growth       5,515,503      1,724,695
Colonial-Keyport Strategic Income Fund              15,450,418     10,809,501
Colonial-Keyport U.S. Stock Fund                    16,183,754      5,593,895
Newport-Keyport Tiger Fund                          16,496,227      3,812,851

                                                  $165,338,466   $151,481,490

7. Diversification Requirements

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

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





<PAGE>








                                     PART C





<PAGE>
Item 24. Financial Statements and Exhibits

   (a)  Financial Statements:
        Included in Part B:
        Keyport Life Insurance Company
          Consolidated Balance Sheets - December 31, 1996 and 1995
          Consolidated Income Statements for the years ended December 31,
            1996, 1995 and 1994
          Consolidated Statements of Stockholder's Equity for the years ended
            December 31, 1996, 1995 and 1994
          Consolidated Statements of Cash Flows for the years ended December
            31, 1996, 1995 and 1994
          Notes to Consolidated Financial Statements
        KMA Variable Account:
          Statements of Assets and Liabilities - December 31, 1996 and 1995
          Statements of Operations and Changes in Net Equity for the periods
            ended December 31, 1996 and 1995
          Notes to Financial Statements

   (b)  Exhibits:

                (1)  Resolution of the Board of Directors is incorporated  by
            reference  to Post-Effective Amendment No. 27 to Form  N-4  (File
            No. 2-66388).

                (2) Incorporated by reference to Post-Effective Amendment No.
            8 to Form S-6 (File No. 2-66388).

                 (3)  Principal  Underwriter  Agreement  is  incorporated  by
            reference to Post-Effective Amendment 26 to Form N-4 (File No. 2-
            66388).   Specimen  agreement between Principal  Underwriter  and
            dealer  is  incorporated by reference to Post-Effective Amendment
            No. 25 to Form N-4 (File No. 2-66388).

                (4)  Contract FLEX(4) is incorporated by reference  to  Post-
            Effective  Amendment  No.  23  to Form  N-4  (File  No.  266388).
            Endorsement  END.A(52) for FLEX(4) is incorporated  by  reference
            to   Post-Effective Amendment No. 25 to Form  N-4  (File  No.  2-
            66388).    Contract  FLEX(4)V  with  Endorsement   END.A(52)   is
            incorporated by reference to Post-Effective Amendment No.  25  to
            Form  N-4 (File No. 2-66388). Contract FLEX(4)/WA is incorporated
            by  reference  to Post-Effective Amendment No.  27  to  Form  N-4
            (File  No.  2-66388). Endorsement END.A(90) for Contracts  issued
            July  1,  1993  to  July  4,  1994 and Endorsement  END.A(89),  a
            replacement for END.A(52), for Contracts issued on or after  July
            5,   1994   are   incorporated  by  reference  to  Post-Effective
            Amendment No. 32 to Form N-4 (File No. 2-66388).

                 (5)  Application  Form  FLEX-APP(REV)3  is  incorporated  by
            reference  to Post-Effective Amendment No. 31 to Form  N-4  (File
            No. 2-66388).

                (6)  Articles of Incorporation are incorporated by  reference
            to  Registrant's Form N-8B-2 (File No. 811-2290).   Amendment  to
            the  Articles  of  Incorporation and the By-Laws incorporated  by
            reference  to Post-Effective Amendment No. 25 to Form  N-4  (File
            No. 2-66388).

        (7) Not applicable.

                (8)  Participation Agreement is incorporated by reference  to
            Post-Effective Amendment No. 24 to Form N-4 (File No. 2-66388).

                (9)  Opinion  and  Consent  of  Counsel  is  incorporated  by
            reference  to Post-Effective Amendment No. 36 to Form  N-4  (File
            No. 2-66388).

                 (10)      Consents  of  independent  auditors  are   Exhibit
            24(b)(10).

        (11)    Not applicable.

        (12)    Not applicable.

                (13)     Schedule for computations of performance  quotations
            is  incorporated by reference to Post-Effective Amendment No.  27
            to  Form  N-4  (File  No. 2-66388).  Contract maintenance  charge
            formulas  for  Total  Return Calculation for  Sub-Accounts  other
            than  CIF  Sub-Account  are incorporated by  reference  to  Post-
            Effective Amendment #33 to Form N-4 (File No. 2-66388).
   

               (14)    Powers of Attorney are Exhibit 24(b)(14).

        (27)    Financial Data Schedule is incorporated by reference to Post-
            Effective Amendment No. 36 to Form N-4 (File No. 2-66388).
    

Item 25. Directors and Officers of the Depositor.

Name and Principal                      Positions and Offices
Business Address*                       with Depositor

Kenneth R. Leibler, President           Chairman of the Board
Liberty Financial Companies Inc.
One Financial Center, 24th Floor
600 Atlantic Avenue
Boston, MA  02110

Frederick R. Ballou                     Director
B. A. Ballou & Company, Inc.
800 Waterman Avenue
East Providence, RI 02914

Frederick Lippitt                       Director
The Providence Plan
740 Hospital Trust Building
15 Westminster Street
Providence, Rhode Island 02903

Robert C. Nyman                         Director
Nyman Manufacturing Company
275 Ferris Avenue
E. Providence, RI 02910-1001
   

John W. Rosensteel                      President, Chief
                                        Executive Officer
                                        and Director

Paul H. LeFevre, Jr.                    Executive  Vice President

John E. Arant, III                      Senior    Vice
                                        President  - Distribution and  Client
                                        Services

Bernard R. Beckerlegge                  Senior Vice President and
                                        General Counsel

Stephen  B.  Bonner                     Senior  Vice  President  -  Income 
                                        Markets

Bernhard  M.  Koch                      Senior Vice  President  and  Chief
                                        Financial Officer

Stewart R. Morrison                     Senior    Vice
                                        President and Chief      
                                        Investment Officer

Francis E. Reinhart                     Senior    Vice
                                        President and Chief
                                        Information Officer

William L. Dixon                        Vice  President
                                        and Assistant Secretary

James P. Greaton                        Vice President and
                                        Corporate Actuary

Jacob M. Herschler                      Vice President

Kenneth M. Hughes                       Vice President

James J. Klopper                        Vice  President
                                        and Secretary

Leslie J. Laputz                        Vice President

Jeffrey J. Lobo                         Vice President - Risk
                                        Management

Suzanne E. Lyons                        Vice President -
                                        Human Resources

Deborah A. Re                           Vice President

Mark R. Tully                           Vice President

Jeffery J. Whitehead                    Vice  President
                                        and Treasurer

Peter E. Berkeley                       Assistant Vice President

John G. Bonvouloir                      Assistant  Vice
                                        President & Assistant
                                        Treasurer

Judith A. Brookins                      Assistant  Vice
                                        President

Clifford O. Calderwood                  Assistant     Vice
                                        President

Paul R. Coady                           Assistant
                                        Vice President

Alan R. Downey                          Assistant
                                        Vice President

Jeremy C. Jaffe                         Assistant Vice President

Kenneth M. LeClair                      Assistant Vice President

Gregory L. Lapsley                      Assistant  Vice
                                        President

Edward P. Mangini                       Assistant Vice President

Scott E. Morin                          Assistant
                                        Vice President and Controller

Michael J. Mulkern                      Assistant Vice President

Sean O'Brien                            Assistant Vice President

Robert J. Scheinerman                   Assistant Vice President

Edward M. Shea                          Assistant Vice President

Teresa M. Shumila                       Assistant  Vice
                                        President

Daniel T. Smyth                         Assistant Vice President

Donald A. Truman                        Assistant Vice President

Ellen L. Wike                           Assistant
                                        Vice President

Daniel Yin                              Assistant Vice President
    

Frederick Lippitt                       Assistant
                                        Secretary

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

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

    The  Depositor controls the Registrant, Variable Account A,  Keyport  401
Variable  Account, Keyport Variable Account I, and Keyport  Variable  Account
II,  under the provisions of Rhode Island law governing the establishment  of
these separate accounts of the Company.

    The  Depositor  controls  Keyport  Financial  Services  Corp.  (KFSC),  a
Massachusetts  corporation  functioning as  a  broker/dealer  of  securities,
through 100% stock ownership. KFSC files separate financial statements.
   

    The  Depositor  controls Liberty Advisory Services Corp.  (LASC)(formerly
known  as  Keyport  Advisory  Services Corp.),  a  Massachusetts  corporation
functioning  as  an  investment adviser, through 100% stock  ownership.  LASC
files separate financial statements.
    

   The Depositor controls Independence Life and Annuity Company (Independence
Life),  a  Rhode Island corporation functioning as a life insurance  company,
through  100%  stock  ownership.  Independence Life files separate  financial
statements.

    The  chart  for  the  affiliations of the Depositor  is  incorporated  by
reference to Post-Effective amendment No. 33 to Form N-4 (File No. 2-66388).

Item 27. Number of Contract Owners.
   

    At  September 30, 1997, there were 11,693 Qualified Contract  Owners  and
12,417 Non-Qualified Contract Owners.
    

Item 28. Indemnification.

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

Item 29. Principal Underwriters.

    Keyport  Financial  Services Corp. is also principal underwriter  of  the
SteinRoe  Variable  Investment Trust and Liberty Variable  Investment  Trust,
which  offer eligible funds for variable annuity and variable life  insurance
contracts.

The directors and officers are:

Name and Principal      Position and Offices
Business Address*       with Underwriter

John W. Rosensteel      Chairman of the Board and President

Francis E. Reinhart     Director and Vice President -
                        Administration

John E. Arant III       Director and Vice President - Sales
                        Officer

William L. Dixon        Vice President--Compliance Officer

Rogelio P. Japlit       Treasurer

James J. Klopper        Clerk

Donald A. Truman        Assistant Clerk

*125 High Street, Boston, Massachusetts 02110.

Item 30. Location of Accounts and Records.

    Keyport  Life  Insurance Company, 125 High Street, Boston,  Massachusetts
02110.

Item 31. Management Services.

   Not applicable.

Item 32. Undertakings.

    Incorporated by reference to Post-Effective Amendments Nos. 19 and 23  to
Form N-4 (File No. 2-66388).

Representation

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

<PAGE>








                               THE SIGNATURES













































   

                               SIGNATURES


     As required by the Securities Act of 1933 and the Investment Company Act
of  1940, the Registrant certifies that it meets all of the requirements  for
effectiveness  of this Registration Statement pursuant to Rule  485(b)  under
the Securities Act of 1933 and has duly caused this Registration Statement to
be signed on its behalf, in the City of Boston and State of Massachusetts, on
this 14th day of November, 1997.


                                       KMA Variable Account
                                              Registrant)


                             BY:  Keyport Life Insurance Company
                                         (Depositor)


                             BY:  JOHN W. ROSENSTEEL*
                                   John W. Rosensteel, President & CEO

























*    James  J.  Klopper  has signed this document on the  indicated  date  on
     behalf of Mr. Rosensteel pursuant to power of attorney duly executed  by
     him and included as part of Exhibit 14.




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


KENNETH R. LEIBLER*                      JOHN W. ROSENSTEEL*
KENNETH R. LEIBLER                       JOHN W. ROSENSTEEL
Chairman of the Board                    President
                                         (Principal Executive Officer)


FREDERICK R. BALLOU*                     BERNHARD M. KOCH*
FREDERICK R. BALLOU                      BERNHARD M. KOCH
Director                                 Senior Vice President
                                     (Chief Financial Officer)


FREDERICK LIPPITT*
FREDERICK LIPPITT
Director


ROBERT C. NYMAN*
ROBERT C. NYMAN
Director


JOHN W. ROSENSTEEL*
JOHN W. ROSENSTEEL
Director


*BY:  /s/James J. Klopper        11/14/97
      James J. Klopper           Date
      Attorney-in-Fact


*    James  J.  Klopper  has signed this document on the  indicated  date  on
     behalf  of  each  of the above Directors and Officers of  the  Depositor
     pursuant  to  powers  of  attorney duly executed  by  such  persons  and
     included as Exhibit 14.









                                EXHIBIT INDEX

Item                                                                  Page


24(b)(10)   Consents of Independent Auditors.....................

24(b)(14)   Powers of Attorney...................................


<PAGE>
                              EXHIBIT 24(b)(10)

                      CONSENTS OF INDEPENDENT AUDITORS


<PAGE>
                        CONSENT OF INDEPENDENT AUDITORS



   We consent to the reference to our firm under the caption "Experts" in the
Statement of Additional Information and to the use of our reports dated
February 5, 1997, with respect to the consolidated financial statements of
Keyport Life Insurance Company, and March 14, 1997, with respect to the
financial statements of Keyport Life Insurance Company - KMA Variable
Account, included in this Post-Effective Amendment No. 37 to the Registration
Statement (Form N-4, No. 2-66388).


Boston, Massachusetts                        /s/Ernst & Young LLP
November 14, 1997

<PAGE>

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





The Board of Directors
Keyport Life Insurance Company:






We  consent to the use of our report dated February 16, 1997 with respect  to
the  financial  statements of Keyport Life Insurance Company included  herein
and to the reference to our firm under the heading "Experts" in the Statement
of  Additional Information in Keyport Life Insurance company Form  N-4  Post-
effective Amendment #37 (Registration Nos. 2-66388 and 811-2990).


Our  report  dated February 16, 1996 contains an explanatory  paragraph  that
refers  to  a change in accounting by the Company to adopt the provisions  of
Statement of Financial Accounting Standards No. 115, "Accounting for  Certain
Investments in Debt and Equity Securities".




/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
November 14, 1997



<PAGE>

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





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






We  consent to the use of our report dated April 5, 1996 with respect to  the
financial statements of Keyport Life Insurance Company's KMA Variable Account
included  herein and to the reference to our firm under the heading "Experts"
in the Statement of Additional Information.





/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
November 14, 1997






<PAGE>
                              EXHIBIT 24(b)(14)
                                      
                             POWERS OF ATTORNEY
                                      
<PAGE>



                   LIMITED POWER OF ATTORNEY




      I,  Kenneth  R. Leibler, a director and the Chairman of  the  Board  of
Keyport  Life Insurance Company, a corporation duly organized under the  laws
of  the  State of Rhode Island, do hereby appoint John W. Rosensteel, Bernard
R.  Beckerlegge and James J. Klopper, and each of them singly,  my  true  and
lawful attorneys, with full power to them and each of them to sign for me and
in  my name as a director and the  Chairman of the Board of this Company  all
documents required for registration of a security under the Securities Act of
1933,  as  amended, all documents required for registration of an  investment
company  under the Investment Company Act of 1940, as amended, and all  other
documents  required  to be filed with the Securities and Exchange  Commission
under those two Acts and regulations under the Acts.



Dated:  April 16, 1996


/s/ Kimberly Taylor            /s/ Kenneth R. Leibler
Signature of Witness               Signature of Mr. Leibler


<PAGE>



   
                LIMITED POWER OF ATTORNEY
   
   
   
   
         I, John W. Rosensteel, a director and the President and Chief
   Executive  Officer of Keyport Life Insurance Company, a corporation
   duly  organized  under the laws of the State of  Rhode  Island,  do
   hereby  appoint  Bernard R. Beckerlegge and James J.  Klopper,  and
   each  of them singly, my true and lawful attorneys, with full power
   to  them  and  each of them to sign for me and  in  my  name  as  a
   director  and  the President and Chief Executive  Officer  of  this
   Company  all  documents  required for registration  of  a  security
   under  the  Securities  Act  of 1933,  as  amended,  all  documents
   required  for  registration  of  an investment  company  under  the
   Investment  Company  Act  of  1940,  as  amended,  and  all   other
   documents  required  to be filed with the Securities  and  Exchange
   Commission under those two Acts and regulations under the Acts.
   
   
   
   Dated:  April 11, 1996
   
   
   /s/ William L. Dixon           /s/ John W. Rosensteel
   Signature of Witness           Signature of Mr. Rosensteel
   
   
   <PAGE>
   
   
   
   
                LIMITED POWER OF ATTORNEY
   
   
   
   
         I,  F. Remington Ballou, a director of Keyport Life Insurance
   Company,  a corporation duly organized under the laws of the  State
   of  Rhode Island, do hereby appoint John W. Rosensteel, Bernard  R.
   Beckerlegge and James J. Klopper, and each of them singly, my  true
   and  lawful attorneys, with full power to them and each of them  to
   sign  for  me  and  in my name as a director of  this  Company  all
   documents  required  for  registration  of  a  security  under  the
   Securities  Act  of  1933, as amended, all documents  required  for
   registration of an investment company under the Investment  Company
   Act  of  1940, as amended, and all other documents required  to  be
   filed  with the Securities and Exchange Commission under those  two
   Acts and regulations under the Acts.
   
   
   
   Dated:  April 11, 1996
   
   
   /s/ William L. Dixon          /s/ F. Remington Ballou
   Signature of Witness               Signature of Mr. Ballou
   
   
   <PAGE>
   
   
   
   
   
                LIMITED POWER OF ATTORNEY
   
   
   
   
         I,  Robert  C.  Nyman, a director of Keyport  Life  Insurance
   Company,  a corporation duly organized under the laws of the  State
   of  Rhode Island, do hereby appoint John W. Rosensteel, Bernard  R.
   Beckerlegge and James J. Klopper, and each of them singly, my  true
   and  lawful attorneys, with full power to them and each of them  to
   sign  for  me  and  in my name as a director of  this  Company  all
   documents  required  for  registration  of  a  security  under  the
   Securities  Act  of  1933, as amended, all documents  required  for
   registration of an investment company under the Investment  Company
   Act  of  1940, as amended, and all other documents required  to  be
   filed  with the Securities and Exchange Commission under those  two
   Acts and regulations under the Acts.
   
   
   
   Dated: April 11, 1996
   
   
   /s/ William L. Dixon     /s/ Robert C. Nyman
   Signature of Witness          Signature of Mr. Nyman
   
   <PAGE>
   
   
   
   
   
                LIMITED POWER OF ATTORNEY
   
   
   
   
         I,  Frederick  Lippitt, a director of Keyport Life  Insurance
   Company,  a corporation duly organized under the laws of the  State
   of  Rhode Island, do hereby appoint John W. Rosensteel, Bernard  R.
   Beckerlegge and James J. Klopper, and each of them singly, my  true
   and  lawful attorneys, with full power to them and each of them  to
   sign  for  me  and  in my name as a director of  this  Company  all
   documents  required  for  registration  of  a  security  under  the
   Securities  Act  of  1933, as amended, all documents  required  for
   registration of an investment company under the Investment  Company
   Act  of  1940, as amended, and all other documents required  to  be
   filed  with the Securities and Exchange Commission under those  two
   Acts and regulations under the Acts.
   
   
   
   Dated:   April 11, 1996
   
   
   /s/ William L. Dixon     /s/ Frederick Lippitt
   Signature of Witness          Signature of Mr. Lippitt
   
   
   <PAGE>
   
   
   
   
   
                LIMITED POWER OF ATTORNEY
   
   
   
   
         I,  Bernhard M. Koch, a Senior Vice President and  the  Chief
   Financial  Officer of Keyport Life Insurance Company, a corporation
   duly  organized  under the laws of the State of  Rhode  Island,  do
   hereby  appoint  John  W. Rosensteel, Bernard R.  Beckerlegge,  and
   James  J.  Klopper,  and each of them singly, my  true  and  lawful
   attorneys, with full power to them and each of them to sign for  me
   and  in  my  name as Senior Vice President and the Chief  Financial
   Officer of this Company all documents required for registration  of
   a  security  under  the  Securities Act of 1933,  as  amended,  all
   documents required for registration of an investment company  under
   the  Investment  Company  Act of 1940, as amended,  and  all  other
   documents  required  to be filed with the Securities  and  Exchange
   Commission under those two Acts and regulations under the Acts.
   
   
   
   Dated: August 7, 1997
   
   
    /s/Elizabeth B. Love          /s/Bernhard M. Koch
   Signature of Witness          Signature of Mr. Koch
   
   
   

    




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