KMA VARIABLE ACCOUNT
497J, 1997-12-10
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                     INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
                      DEFERRED VARIABLE ANNUITY CONTRACT
                                   ISSUED BY
                             KMA VARIABLE ACCOUNT
                                      AND
                        KEYPORT LIFE INSURANCE COMPANY
                                       
The  variable  annuity  contract (form number  FLEX(4),  referred  to  as  the
"Contract") described in this prospectus provides for accumulation of Contract
Values  and  payment  of periodic annuity payments on a  variable  basis  and,
except for Contracts issued to New Jersey and Washington residents, also on  a
fixed  basis.  The Contract is designed for use by individuals for  retirement
planning purposes.

This prospectus generally describes only the variable features of the Contract
(for  a  summary  of the fixed features, see Appendix A on Page  25).  If  the
Contract Owner elects to have Contract Values accumulated on a variable basis,
purchase  payments  will be allocated to a segregated  investment  account  of
Keyport  Life  Insurance  Company ("Keyport"),  designated  the  KMA  Variable
Account  ("Variable Account"). The Variable Account invests in shares  of  the
following  Eligible  Funds  of SteinRoe Variable Investment  Trust  ("SteinRoe
Trust") at their net asset value: 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

                              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

                           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
                                       
                                  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.

                                   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.

                                  APPENDIX C
                                       
                            TELEPHONE INSTRUCTIONS
                                       
                    Telephone Transfers of Contract Values
                                       
1.   If there are joint Contract Owners, both must authorize Keyport to accept
telephone   instructions   but  either  Owner  can  give   Keyport   telephone
instructions.

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

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

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

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

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

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

8.   Once instructions are accepted by Keyport, they may not be canceled.

9.    All  transfers must be made in accordance with the terms of the Contract
and  current  prospectus. If the transfer instructions are not in good  order,
Keyport  will  not execute the transfer and will notify the caller  within  48
hours.

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

         Telephone Changes to Purchase Payment Allocation Percentages
                                       
                       Numbers 1-6 above are applicable.
                                       
                                  APPENDIX D
                                       
                             DOLLAR COST AVERAGING
                                       
Keyport  offers  a  dollar  cost averaging program that  Contract  Owners  may
participate  in  by  Written  Request.  The  program  periodically   transfers
Accumulation Units from the 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.
                         [PREFERRED ADVISOR LOGO]

                           KEYPORT PREFERRED ADVISOR
                                  PROSPECTUS
                                       
                               NOVEMBER 15, 1997
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                                       
                    NOT                 May lose value
                    FDIC                No bank guarantee
                    INSURED
                                       
                                       
                                       
                                       
                                       
                                       
                                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



                              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.
                      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
                      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,
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, 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%.









                      THIS PAGE INTENTIONALLY LEFT BLANK




                      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

                                       
                                       
                                       
                                       
                                       
                                       
                                       
                         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, as listed in the
accompanying index. These consolidated financial statements and financial
statement schedules 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, effective
January 1, 1994.






/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.







                      THIS PAGE INTENTIONALLY LEFT BLANK











                        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

             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.







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