VARIABLE ACCOUNT K OF LIBERTY LIFE ASSURANCE CO OF BOSTON
497, 1996-06-04
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                      NEW YORK PREFERRED ADVISOR PROSPECTUS
                                        
                      INDIVIDUAL FLEXIBLE PURCHASE PAYMENT 
                       DEFERRED VARIABLE ANNUITY CONTRACT 
                                   ISSUED BY 
                               VARIABLE ACCOUNT K 
                                      AND 
                    LIBERTY LIFE ASSURANCE COMPANY OF BOSTON 
   
The variable annuity contract (form number FLEX(4V)NY, referred to as the
Contract ) described in this prospectus provides for accumulation of Contract
Values on a variable basis and the payment of periodic annuity payments on a 
fixed and/or a variable basis. The Contract is designed for use by individuals 
for retirement planning purposes.  
 
Purchase payments will be allocated to a segregated investment account of 
Liberty Life Assurance Company of Boston ( Liberty Life ), designated the 
Variable Account K ( Variable Account ). The Variable Account currently invests 
in shares of the following Eligible Funds of SteinRoe Variable Investment Trust 
("SteinRoe Trust") at their respective net asset values: Cash Income Fund 
("CIF"); Mortgage Securities Income Fund ("MSIF"); Managed Assets Fund ("MAF"); 
Managed Growth Stock Fund ("MGSF"); and Capital Appreciation Fund ("CAF" ). The
Variable Account also invests in shares of the following Eligible Funds of 
Keyport Variable Investment Trust ("Keyport Trust") at their net asset value: 
Colonial-Keyport Growth and Income Fund ("CKGIF"); Colonial-Keyport Strategic 
Income Fund ("CKSIF"); Colonial-Keyport Utilities Fund ("CKUF"); Colonial-
Keyport U.S. Fund for Growth ("CKUSFG"); Colonial-Keyport International Fund for
Growth ("CKIFG") and Newport-Keyport Tiger Fund ("NKTF").
 
Liberty Life may also offer group variable annuity contracts issued with respect
to 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 the Distributor, Keyport
Financial Services Corp. at 125 High Street, Boston, MA 02110, by calling 
Liberty Life's Service Office at (800) 437-4466, or by returning the postcard on
the back cover of this prospectus. A table of contents for the Statement of 
Additional Information is on Page 23.  
 
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 LIBERTY
LIFE TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THIS OFFERING, AND IF GIVEN OR
MADE, SUCH UNAUTHORIZED INFORMATION OR REPRESENTATIONS SHOULD NOT BE RELIED 
UPON.
   
                    The date of this prospectus is May 1, 1996 

                                TABLE OF CONTENTS 
                                                          Page
Glossary of Special Terms                                   3
Summary of Expenses                                         4
Synopsis                                                    6
Condensed Financial Information                             7
Liberty Life and the Variable Account                       8
Purchase Payments and Applications                          9
Investments of the Variable Account                         9
Allocations of Purchase Payments                            9
Eligible Funds                                              10
Dollar Cost Averaging                                       11
Transfer of Contract 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            13
Deductions for Daily Sales Charge                           14
Deductions for Contingent Deferred Sales Charge             14
Deductions for Transfers of Contract Value                  15
Deductions for Premium Taxes                                15
Deductions for Income Taxes                                 15
Total Expenses                                              15
The Contracts                                               15
Contract Value                                              15
Valuation Periods                                           15
Net Investment Factor                                       15
Modification of the Contract                                16
Right to Revoke                                             16
Death Provisions for Non-Qualified Contracts                16
Death Provisions for Qualified Contracts                    17
Ownership                                                   17
Assignment                                                  18
Surrenders                                                  18
Annuity Provisions                                          18
Annuity Benefits                                            18
Income Date and Settlement Option                           18
Change in Income Date and Settlement Option                 18
Settlement Options                                          18
Variable Annuity Payment Values                             19
Fixed Annuity Payment Values                                20
Proof of Age, Sex, and Survival of Annuitant                20
Suspension of Payments                                      20
Tax Status                                                  20
Introduction                                                20
Taxation of Annuities in General                            20
Qualified Plans                                             21
Tax-Sheltered Annuities                                     22
Individual Retirement Annuities                             22 
Corporate Pension and Profit-Sharing Plans                  22
Deferred Compensation Plans with Respect to
   Service for State and Local Governments                  22
Variable Account Voting Rights                              22
Distribution of the Contract                                23
Legal Proceedings                                           23
Inquiries by Contract Owners                                23
Table of Contents Statement of Additional Information       23
Appendix A Telephone Instructions                           24
Appendix B Dollar Cost Averaging                            25

GLOSSARY OF SPECIAL TERMS 
                     
Accumulation Unit: An accounting unit of measure used to calculate Contract 
Value. 

Annuitant: The Annuitant is the natural person to whom any annuity payments will
be made starting on the Income Date. The Annuitant may not be over age 80 on the
Issue Date (age 75 for Qualified Contracts).  
 
Contract Anniversary: The same month and day as the Issue Date in each 
subsequent year of the Contract.  
 
Contract Owner: The person (or persons in the case of joint ownership) who
possesses all the ownership rights under the Contract. An owner may not be over 
age 80 on the Issue Date (age 75 for Qualified Contracts).  
 
Contract Value: The sum of all amounts under the Contract, prior to the Income
Date, less any surrenders.  
 
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.  
 
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.
 
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. Liberty Life treats 
Section 457 plans as Qualified Plans.  
 
Service Office: Liberty Life's Service Office, which is 125 High Street, Boston,
Massachusetts 02110.  
 
Surrender Value: The Contract Value less deductions made upon a total surrender 
of the Contract. See  Surrenders  on Page 18.  
 
Variable Account: A separate investment account of Liberty Life, designated
Variable Account K, into which purchase payments may be allocated. The Variable
Account is divided into Sub-Accounts ( Sub-Account or Investment Account ) that
correspond to the Eligible Funds in which they invest.
  
Written Request: A request written on a form satisfactory to Liberty Life, 
signed by the Contract Owner and a disinterested witness, and filed at its 
Service Office.

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

Contract Owner Transaction Expenses 
 
Sales Load Imposed on Purchases:                       0% 
Maximum Contingent Deferred Sales Charge 
  (as a percentage of purchase payments):                   7%1
 
Years from Date of Payment              Sales Charge  
          1                             7% 
          2                             6% 
          3                             5% 
          4                             4% 
          5                             3% 
          6                             2% 
          7                             1% 
          8 or later                    0% 

Maximum Total Contract Owner Transaction Expenses2 
  (as a percentage of purchase payments):                   7% 
 
Annual Contract Fee                                         $36 
 
Variable Account Annual Expenses 
(as a percentage of average net assets) 
 
Mortality and Expense Risk Charge:                     1.25% 
Asset-based Sales Charge:                               .15% 
Total Variable Account Annual Expenses                 1.40% 
 
          SteinRoe Trust and Keyport Trust Annual Expenses3,4 
          (as a percentage of average net assets) 

               Management     Other               Total Fund
     Fund      Fees           Expenses       Operating Expenses 
     CIF       .50%           .13%           .63%
     MSIF      .55            .14            .69 
     CKGIF     .65            .16            .81
     CKSIF     .65            .15            .80  (.94%)3
     MAF       .60            .06            .66 
     CKUF      .65            .18            .83
     MGSF      .65            .09            .74 
     CKUSFG    .80            .20           1.00 (1.07%)3
     CAF       .65            .11            .76 
     CKIFG     .90            .50           1.40
     NKTF      .90            .82           1.72

Example #1 Assuming surrender of the Contract at the end of the periods shown.5
 
A $1,000 investment in each Sub-Account listed would be subject to the expenses 
shown, assuming 5% annual return on assets. 
 
     Sub-Account    1 Year    3 Years        5 Years      10 Years
     CIF            $ 91      $ 118          $ 154          $ 302
     MSIF             92        120            158            310
     CKUSFG           95        129            175            349
     CKGIF            93        124            164            325
     MAF              92        119            156            306 
     CKSIF            93        123            164            324
     CKUF             93        124            166            328
     MGSF             92        122            161            316
     CAF              93        122            162            319
     CKIFG            99        141            214            398
     NKTF            102        151            214            436

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

A $1,000 investment in each Sub-Account listed would be subject to the expenses 
shown, assuming 5% annual return on assets. 
 
     Sub-Account   1 Year    3 Years   5 Years       10 Years
     CIF            $ 21      $ 69      $ 124          $ 302
     MSIF             22        71        128            310
     CKUSFG           25        81        145            349
     CKGIF            23        75        134            325
     MAF              22        70        126            306
     CKSIF            23        74        134            324
     CKUF             23        75        136            328
     MGSF             22        73        131            316
     CAF              23        73        132            319
     CKIFG            29        93        167            398
     NKTF             32       103        184            436
     
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. 
The full amount of the Contingent Deferred Sales Charge will not be deducted if 
(a) such amount plus any prior Contingent Deferred Sales Charges plus the 
cumulative .15% asset-based sales charge exceeds (b) the Contract's maximum 
cumulative sales charge of 8.5% of the total purchase payments made to the 
Contract. If the (a) amount exceeds the (b) amount, the full amount of the
Charge will be reduced by the excess amount.  
 
2Liberty Life 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. Liberty Life deducts the amount of premium taxes, if any, when paid 
unless Liberty Life elects to defer such deduction.  

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

4SteinRoe Trust's adviser has voluntarily agreed until 4/30/97 to reimburse all
expenses, including management fees, in excess of the following percentage of 
the average annual net assets of each Fund, so long as such reimbursement would 
not result in the Fund's inability to qualify as a regulated investment company 
under the Internal Revenue Code: .65% for CIF; .70% for MSIF; .75% for MAF; .80%
for MGSF and CAF. 

5The annuity is designed for retirement planning purposes. Surrenders prior to 
the Income Date are not consistent with the long-term purposes of the Contract 
and the applicable tax laws.  
 
The examples should not be considered a representation of past or future 
expenses and charges of the Sub-Accounts. Actual expenses may be greater or less
than those shown. Similarly, the assumed 5% annual rate of return is not an 
estimate or a guarantee of future investment performance. See Deductions in this
prospectus, How the Funds are Managed in the prospectus for SteinRoe Variable 
Investment Trust, and Trust Management Organizations and Expenses of the Funds
in the prospectus for Keyport Variable Investment Trust. 
 
                                     SYNOPSIS

The Contract allows Contract Owners to allocate purchase payments to the 
Variable Account only. The Variable Account is a separate investment account 
maintained by Liberty Life. Contract Owners may receive annuity payments from 
the Variable Account and/or Fixed Account. The Fixed Account is part of Liberty 
Life's general account, which consists of all Liberty Life's assets except the 
Variable Account and the assets of other separate accounts maintained by Liberty
Life. The Contract Value and annuity payments made from the Variable Account 
will fluctuate according to the investment performance of the Eligible 
Funds chosen. If the Contract Owner selects a fixed annuity payment option 
from the Fixed Account, annuity payments will be of a fixed amount.   
 
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 amounts as Liberty Life may permit 
from time to time for certain types of contracts (currently $250). (See Purchase
Payments and Applications on Page 9.)   
 
There are no deductions made from purchase payments for sales charges at the 
time of purchase. A Contingent Deferred Sales Charge may be deducted in the 
event of a total or partial surrender (see Surrenders on Page 18). 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.) Liberty Life deducts a sales charge which is equal on 
an annual basis to .15% of the average daily net asset values in the 
Variable Account attributable to the Contracts. (See Deductions for Daily 
Sales Charge on Page 14.)   
 
Liberty Life 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.)   
 
Liberty Life deducts an annual Contract Maintenance Charge (currently $36.00) 
from the Contract Value for administrative expenses. Prior to the Income Date, 
Liberty Life 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 
themaking of a gift or assignment of the Contract. A federal penalty tax 
(currently 10%) may also apply. (See  Tax Status  on Page 20.)  
 
The Contract allows the Contract Owner to revoke the Contract within 10 days of
delivery (see  Right to Revoke  on Page 16). Since Liberty Life will refund the
Contract Value, the Contract Owner bears the investment risk during the 
revocation period. 

                         CONDENSED FINANCIAL INFORMATION  
                            Accumulation Unit Values* 

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

Cash Income          $12.322            $12.833          54,470        1995
Fund ("CIF")          12.036             12.322         110,638        1994
                      11.883             12.036          19,344        1993 

Mortgage Securities   14.104             16.099         232,298        1995
Income Fund           14.529             14.104         141,459        1994
("MSIF")              13.930             14.529         161,996        1993 

Colonial-Keyport 
Growth and Income     10.205             13.097         113,172        1995
Fund ("CKGIF")        10.426             10.205          87,234        1994
                      10.000             10.426          34,520        1993

Managed Assets        15.071             18.650         307,463        1995
Fund ("MAF")          15.785             15.071         202,386        1994
                      14.644             15.785         106,655        1993

Colonial-Keyport       8.625             11.497         180,656        1995
Utilities Fund         9.747              8.625         207,084        1994
("CKUF")              10.000              9.747         218,876        1993

Managed Growth        16.770             22.780          70,419        1995
Stock Fund ("MGSF")   18.158             16.770          60,134        1994
                      17.451             18.158          39,837        1993

Capital Appreciation  21.192             23.357         142,813        1995
Fund ("CAF")          21.236             21.192         149,229        1994
                      15.765             21.236          65,816        1993

Colonial-Keyport
Strategic Income
Fund ("CKSIF")        10.000             11.684          29,737        1995

Colonial-Keyport
U.S. Fund for
Growth ("CKUSFG")    Available in 1995 but no accumulation units were purchased.

Colonial-Keyport
International Fund     9.314              9.723          19,912        1995
for Growth ("CKIFG")  10.000              9.314          20,356        1994

Newport-Keyport
Tiger Fund ("NKTF")   10.000             11.445           2,242        1995

*Accumulation Unit values are rounded to the nearest tenth of a cent and numbers
of accumulation units are rounded to the nearest whole number.   
 
**Except for the six Keyport Trust Funds, each initial unit value is as of 
January 1, 1993, which precedes the February 15, 1993 date beginning of 
operations of the Sub-Accounts. The $10.00 value for CKGIF, CKUF, CKSIF, CKIFG, 
CKUSFG and NKTF is as of the date the Fund Sub-Account first became available: 
July 23, 1993; July 13, 1993; May 2, 1994; October 13, 1995; October 13, 1995; 
and October 13, 1995, respectively. 

The full financial statements for the Variable Account and Liberty Life are in 
the Statement of Additional Information.
 
The Variable Account may from time to time advertise certain performance
information concerning its various Sub-Accounts.  
 
This performance information is not intended to indicate either past performance
under an actual Contract or future performance.   
 
The Sub-Accounts, other than CIF Sub-Account, may advertise total return
information for various periods of time. Total return performance information is
based on the overall percentage change in value of a hypothetical investment in 
the specific Sub-Account over a given period of time.
 
Average annual total return information shows the average percentage change in 
the value of an investment in the Sub-Account from the beginning date of the
measuring period to the end of that period. This standardized version of average
annual total return reflects all historical investment results, less all charges
and deductions applied against the Sub-Account and a Contract (including any 
Contingent Deferred Sales Charge that would apply if a Contract Owner 
surrendered the Contract at the end of each period indicated). Average total 
return does not take into account any premium taxes and would be lower if these 
taxes were included.  
 
In order to calculate average annual total return, Liberty Life 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 Liberty Life 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 
DeferredSales Charge, the Contract Maintenance Charge and premium taxes. The
percentages would be lower if these charges were included.

Third, the Sub-Accounts may present total return information for the SteinRoe
Trust's Funds for periods prior to the date the Variable Account began 
operations. For such periods, any total return information for the Sub-Accounts 
will be calculated based on the actual performance of the Funds and on the 
assumption that the Sub-Accounts and the Contract were in existence since the 
inception date of the Funds.  
 
The CIF Sub-Account is a money market Sub-Account 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.
  
                      LIBERTY LIFE AND THE VARIABLE ACCOUNT  

Liberty Life Assurance Company of Boston was incorporated on September 17, 1963 
as a stock life insurance company. Its executive and administrative offices are 
at 175 Berkeley Street, Boston, Massachusetts 02117.  
 
Liberty Life writes individual life insurance on both a participating and a non-
participating basis and group life and health insurance and individual and group
annuity contracts on a non-participating basis. The variable annuity contracts
described in this prospectus are issued on a non-participating basis. Liberty 
Life is licensed to do business in all states and in the District of Columbia. 
However, the contracts described in this prospectus are currently offered only 
in New York. Liberty Life has been rated "A" by A.M. Best and Company, 
independent analysts of the insurance industry. The Best's A rating is in the 
second highest rating category, which also includes a lower rating of A-. Best's
Ratings merely reflect Best's opinion as to the relative financial strength of 
Liberty Life and Liberty Life's ability to meet its contractual obligations to 
its policyholders. Even though assets in the Variable Account are held 
separately from Liberty Life's other assets, ratings of Liberty Life may still 
be relevant to Contract Owners since not all of Liberty Life's contractual 
obligations relate to payments based on those segregated assets (e.g., see  
Death Provisions on pages 16-17 for Liberty Life's obligation after certain 
deaths to increase the Contract Value if it is less than the guaranteed minimum 
death value amount).   
 
Liberty Life is a wholly-owned subsidiary of Liberty Mutual Insurance Company 
and Liberty Mutual Fire Insurance Company. Liberty Mutual Insurance Company is a
multi-line insurance and financial services institution.   
 
The Variable Account was established by Liberty Life pursuant to the provisions 
of Massachusetts Law on September 13, 1989. The Variable Account meets the 
definitions of separate account under the federal securities laws. The Variable 
Account was registered with the Securities and Exchange Commission as a unit 
investment trust under the Investment Company Act of 1940 on June 12, 1991. Such
registration does not involve supervision of the management of the Variable 
Account or Liberty Life by the Securities and Exchange Commission, and the 
Variable Account is subject to regulation as an investment company.  
 
Obligations under the Contracts are the obligations of Liberty Life. Although 
the assets of the Variable Account are the property of Liberty Life, these 
assets are held separately from the other assets of Liberty Life and are not 
chargeable with liabilities arising out of any other business Liberty Life 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 Liberty Life may conduct. The Contract 
Value and the amount of variable annuity payments will vary with the investment 
performance of the investments in the Variable Account. Liberty Life does not 
guarantee the investment performance of 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 Liberty Life may permit from time to time for 
certain types of contracts (currently $250). Liberty Life may reject 
any purchase payment.
   
If the application for a Contract is in good order, Liberty Life will apply the
initial purchase payment to the Variable Account as instructed by the Contract
Owner and credit the Contract with Accumulation Units within two business days 
of receipt. If the application for a Contract is not in good order, Liberty Life
will attempt to get it in good order within five business days. If it is not 
complete at the end of this period, Liberty Life 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 Liberty Life 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. 
Liberty Life has reserved the right to reject any application.  
 
Liberty Life confirms, in writing, to the Contract Owner the allocation of all
purchase payments and the re-allocation of values after any requested transfer.
Liberty Life must be notified immediately by the Contract Owner of any 
processing error.  
 
Liberty Life will permit others to act on behalf of an applicant in two 
instances. First, Liberty Life 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, Liberty Life will issue 
a Contract that is not replacing an existing life insurance or annuity policy 
without having previously received a signed application from the applicant. 
Certain dealers will inform Liberty Life 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 Liberty Life. If the information 
is in good order, Liberty Life 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 Liberty Life that will give the 
Contract Owner an opportunity to respond to Liberty Life if any of the 
application information is incorrect. Alternatively, Liberty Life'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 Liberty Life for its permanent records). All
purchases are confirmed, in writing, to the applicant. Liberty Life's liability
under a Contract extends only to amounts so confirmed. 
 
                       INVESTMENTS OF THE VARIABLE ACCOUNT  
 
                         Allocations of Purchase Payments 

Purchase payments 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 Liberty Life 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 Liberty Life to accept telephone changes, a Contract 
Owner agrees to accept and be bound by the conditions and procedures established
by Liberty Life from time to time. The current conditions and procedures are 
described in Appendix A 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 invests in
the shares of one of the Eligible Funds and such shares are purchased at net 
asset value. Eligible Funds and Sub-Accounts may be added or withdrawn as 
permitted by applicable law. The Sub-Accounts of the Variable Account and the 
corresponding Eligible Funds currently are as follows:

Eligible Funds of SteinRoe Variable Investment Trust   Sub-Accounts  
Cash Income Fund ("CIF")                               CIF Sub-Account 
Mortgage Securities Income Fund ("MSIF")               MSIF Sub-Account 
Managed Assets Fund ("MAF")                            MAF Sub-Account
Managed Growth Stock Fund ("MGSF")                     MGSF Sub-Account 
Capital Appreciation Fund ("CAF")                      CAF Sub-Account 

Eligible Funds of Keyport Variable Investment Trust      Sub-Accounts  
Colonial-Keyport Growth and Income Fund ("CKGIF")        CKGIF Sub-Account
Colonial-Keyport Strategic Income Fund ("CKSIF")         CKSIF Sub-Account
Colonial-Keyport Utilities Fund ("CKUF")                 CKUF Sub-Account 
Colonial-Keyport U.S. Fund for Growth ("CKUSFG")         CKUSFG Sub-Account
Colonial-Keyport International Fund for Growth ("CKIFG") CKIFG Sub-Account  
Newport-Keyport Tiger Fund ("NKTF")                      NKTF Sub-Account
 
                                  Eligible Funds 

The Eligible Funds which are the permissible investments of the Variable Account
are the separate funds of SteinRoe Variable Investment Trust, the separate funds
of Keyport Variable Investment Trust, and any other mutual funds with which 
Liberty Life and the Variable Account may enter into a participation agreement 
for the purpose of making such mutual funds available as Eligible Funds under
certain Contracts.   
 
Stein Roe & Farnham Incorporated ( Stein Roe ) is the investment adviser for 
each Eligible Fund of SteinRoe Trust. In 1986, Stein Roe was organized and 
succeeded to the business of Stein Roe & Farnham, a partnership. Stein Roe is an
affiliate of Liberty Life. Stein Roe and its predecessor have provided 
investment advisory and administrative services since 1932.   
 
Keyport Advisory Services Corp. ( KASC ), an affiliate of Liberty Life, is the
manager for Keyport Trust and its Eligible Funds. Colonial Management 
Associates, Inc. ("Colonial"), an affiliate of Liberty Life, serves as sub-
adviser for the Eligible Funds (except for Newport-Keyport Tiger Fund). Colonial
has provided investment advisory services since 1931. The portfolio of the 
Colonial-Keyport U.S. Fund for Growth is managed by State Street Global 
Advisors, a division of State Street Bank and Trust Company. Newport Fund 
Management, Inc., an affiliate of Liberty Life, serves as sub-adviser for the 
Newport-Keyport Tiger Fund.
 
The investment objectives of the Eligible Funds are briefly described below. 
More detailed information, including investor considerations related to the 
risks of investing in a particular Eligible Fund, may be found in the current 
prospectus for that Fund. An investor should read that prospectus carefully 
before selecting a fund for investing. The prospectus is available, at no 
charge, from a salesperson or by writing the Distributor, Keyport Financial 
Services Corp. at 125 High Street, Boston, MA 02110 or by calling 
(800) 437-4466.  

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

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

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


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

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

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

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

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

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

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

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

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

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

There is no assurance that the Eligible Funds will achieve their stated 
objectives.
 
SteinRoe Variable Investment Trust is a funding vehicle for variable annuity
contracts offered by the separate accounts of Liberty Life and of insurance
companies affiliated and unaffiliated with Liberty Life. Keyport Variable
Investment Trust is a funding vehicle for variable annuity contracts offered by 
the separate accounts of Liberty Life and of insurance companies affiliated with
Liberty Life. Both Trusts also are funding vehicles for variable life insurance
policies offered by the separate accounts of insurance companies affiliated with
Liberty Life. The risks involved in this mixed and shared funding are disclosed
in the Trusts' prospectuses under the caption The Trust. 

                              Dollar Cost Averaging  
 
Liberty Life offers a dollar cost averaging program that Contract Owners may
participate in by Written Request. The program periodically transfers 
Accumulation Units from the CIF Sub-Account to other Sub-Accounts selected 
by the Contract Owner. The program allows a Contract Owner to invest in non-
money market Sub-Accounts over time rather than having to invest in those Sub-
Accounts all at once. The program is available for initial and subsequent 
purchase payments and for Contract Value transferred into the CIF Sub-Account. 
Under the program, Liberty Life makes automatic transfers on a periodic basis 
out of the Sub-Account into one or more of the other Sub-Accounts (Liberty 
Life reserves the right to limit the number of Sub-Accounts the Contract 
Owner can choose but there are currently no limits). A transfer under the 
program will not be counted as a transfer for the purposes of the limitations
in  Transfer of Contract 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 B on Page 25.
 
                           Transfer of Contract Value   
 
Contract Owners may transfer Contract Value from one Sub-Account to another Sub-
Account.

The Contract allows Liberty Life 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, Liberty Life 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 Liberty Life'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, Liberty Life 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
Liberty Life.  
 
In applying the limitation of 12 transfers in a year of up to $500,000 apiece,
Liberty Life 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 Liberty 
Life.  
 
In applying the limitation of one $500,000 transfer every 30 days, Liberty Life
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 Liberty Life'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 Liberty Life. If 
a transfer is executed under one Contract and, within the next 30 days, a 
transfer request for another Contract is determined by Liberty Life to be 
related to the executed transfer under this paragraph's rules, the transfer 
request will not be executed by Liberty Life (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).  
 
Liberty Life'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. Liberty Life 
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. Any fee will 
not exceed $25 per transfer and the fee will not exceed the cost of effecting a
transfer.   

Transfers must be made by Written Request unless the Contract Owner has by 
Written Request authorized Liberty Life 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 Liberty
Life to accept telephone transfer instructions, a Contract Owner agrees to 
accept and be bound by the conditions and procedures established by Liberty 
Life from time to time. The current conditions and procedures are in Appendix 
A 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 Liberty Life's Service Office before the close of
regular 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 Liberty Life's Service Office 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 Liberty Life's
management further investment in such fund shares should become inappropriate in
view of the purpose of the Contract, Liberty Life 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.  
 
Liberty Life 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 
Liberty Life's general account; or to add, combine or remove Sub-Accounts in the
Variable Account; and (d) to change the way Liberty Life assesses charges, so 
long as the aggregate amount is not increased beyond that which may be charged 
to the Variable Account and the Eligible Funds in connection with the Contracts.
 
                                    DEDUCTIONS 
 
                   Deductions for Contract Maintenance Charge   
 
Liberty Life has responsibility for providing all administration of the 
Contracts and the Variable Account. Liberty Life has sub-contracted to an 
affiliate the actual day to day administration of the Contract, owner accounting
and administration for a fee. 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. Liberty Life
has contracted with Keyport Life Insurance Company, an affiliate, to provide all
administration for the Contracts, as its agent. Liberty Life makes a Contract
Maintenance Charge for such services. At the present time the Contract 
Maintenance Charge is $36.00 per Contract Year. For Contracts issued prior to 
May 1, 1996, the $30 charge will increase to $36 on July 1, 1996. PRIOR TO THE 
INCOME DATE THE CONTRACT MAINTENANCE CHARGE IS NOT GUARANTEED AND MAY BE CHANGED
BY LIBERTY LIFE. The amount of the charge will not exceed $100 per year and it 
will not exceed the costs of administering the Contract.   
 
Prior to the Income Date, the full amount of the charge will be deducted from 
the Contract 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 Contract 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 Contract 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. Liberty 
Life 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. Liberty Life 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. Liberty Life assumes an expense risk since the 
Contract 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, Liberty Life
deducts from each Sub-Account for each Valuation Period, 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).
 
                       Deductions for Daily Sales Charge   
 
Liberty Life also deducts from each Sub-Account 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 Liberty Life 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. The charge is also 
not deducted from Sub-Account values attributable to Annuity Units.  

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

The following additional amounts will be deducted from the purchase payments in 
the same chronological order: the amount of any surrender in the first Contract 
Year in excess of the Contract's increase in value at the time of surrender; and
the amount of any surrender in any later Contract Year in excess of the 
Contract's increase in value at the time of surrender (or in excess of the 10% 
limit if it applies). The Contingent Deferred Sales Charge for each purchase 
payment from which a deduction is made will be equal to (a) multiplied by (b), 
where:  
 
(a) is the amount so deducted; and  
 
(b) is the applicable percentage for the number of years that have elapsed from
    the date of that payment to the date of surrender. Years are measured from
    the month and day of payment to the same month and day in each subsequent
    calendar year. The percentages applicable to each purchase payment during 
    the seven years after the date of its payment are: 7% during Year 1; 6% 
    during Year 2; 5% during Year 3; 4% during Year 4; 3% during Year 5; 2% 
    during Year 6; 1% during Year 7; and 0% thereafter.  
 
The applicable Contingent Deferred Sales Charges for each purchase payment are 
then totalled. The lesser of this total amount and the Contract's maximum 
cumulative sales charge will be deducted from the Contract Value in the same 
manner as the surrender amount. The maximum cumulative sales charge is equal 
to (a) less (b), where (a) is 8.5% of the total purchase payments made to the 
Contract and (b) is the sum of all prior Contingent Deferred Sales 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, Liberty Life 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 18.
 
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 Liberty Life'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.
 
Liberty Life 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, Liberty Life
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 Liberty Life in the event 
the Contract Owner later makes a non-systematic partial or total surrender. 

                   Deductions for Transfers of Contract Value   
 
The Contract allows Liberty Life to charge a transfer fee. Currently no fee is
being charged. Contract Owners will be notified, in advance, of the imposition 
of any fee. Any fee will not exceed $25 per transfer and the fee will not exceed
the cost of effecting a transfer.  
 
                          Deductions for Premium Taxes   
 
Liberty Life deducts the amount of any premium taxes levied by any state or
governmental entity when paid unless Liberty Life elects to defer such 
deduction. Such premium taxes may 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 Liberty 
Life within such states, and the insurance tax laws of such states. For New York
Contracts, the current premium tax rate is 0%. 
 
                          Deductions for Income Taxes   
 
Liberty Life will deduct from any amount payable under the Contract any income
taxes that a governmental authority requires Liberty Life to withhold with 
respect to that amount. 

See Income Tax Withholding on Page 21 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 
                                         
                                 Contract Value   
 
The Contract 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 regular trading on the New York Stock Exchange on each Valuation Date
and ending at the close of regular trading for the next succeeding Valuation 
Date. A Valuation Date is each day that the New York Stock Exchange is open for 
business. The New York Stock Exchange is currently closed on weekends, New 
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor 
Day, Thanksgiving Day and Christmas Day.  
 
                             Net Investment Factor   
 
Contract Value will fluctuate in accordance with the investment results of the
underlying Eligible Funds. In order to determine how these fluctuations affect
value, Liberty Life 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.  
 
On January 1, 1993, Liberty Life valued each Accumulation Unit as follows:
CIF $11.882756; MSIF $13.930256; MAF $14.643832; MGSF  $17.450604 and
CAF $15.765195. The Accumulation Units for CKUF, CKGIF, CKIFG, CKSIF, CKUSFG and
NKTF were valued at $10.000000 when Liberty Life first purchased these Eligible
Fund shares on behalf of the Variable Account. 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. Liberty Life 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 Daily Sales
           Charge; plus  
 
     (iii) a charge factor, if any, for any tax provision established by
           Liberty Life as a result of the operations of that Sub-Account.  

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.  
 
                          Modification of the Contract   
 
Only Liberty Life'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 Liberty Life's Service 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 Liberty Life never issued it and Liberty Life will refund the 
Contract Value. 
 
                  DEATH PROVISIONS FOR NON-QUALIFIED CONTRACTS  
                Death of Primary Owner, Joint Owner or Annuitant  
 
These provisions apply if, before the Income Date while the Contract is In 
Force, the primary Owner, any joint Owner, or the Annuitant dies. The Designated
Beneficiary will control the Contract after such 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 greater of the
following two amounts: (a) Liberty Life will add up all purchase payments made
through the date of death, and then subtract all partial surrenders made through
the date of death and (b) Liberty Life will compute an "Anniversary Value" for 
each Contract Anniversary (if any) before the 81st birthday of the covered 
person and Liberty Life will use the greatest of such "Anniversary Values". The 
covered person is the Primary Owner or, if there is a non-natural Owner such as 
a trust, the Annuitant is the covered person.  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.

For any Contract issued before November 1, 1995, the GMDV is the greatest of (a)
and (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.

When Liberty Life receives due proof of death, Liberty Life will compare, as of
the date of death, the Contract Value to the GMDV. If the Contract Value was 
less than the GMDV, Liberty Life 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 Liberty Life receives due proof of death. The amount to be credited 
will be allocated to the Variable Account based on the purchase payment 
allocation selection that is in effect when Liberty Life receives due proof of 
death. Whether or not the Contract Value is increased because of this minimum 
death provision, the Designated Beneficiary may surrender the Contract within 90
days of the date of death for the Contract Value (i.e., any applicable 
Contingent Deferred Sales Charge will be waived). For a surrender after 90 days,
the Surrender Value is payable instead. If the Contract is not surrendered, it 
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 Annuitant'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, Liberty Life will
automatically end it then by paying the Contract Value to the Designated 
Beneficiary. If the Designated Beneficiary is not alive then, Liberty Life 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 Liberty Life pay any benefit of $2,000 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 PROVISIONS FOR QUALIFIED CONTRACTS  
                               Death of Annuitant  
 
If the Annuitant dies before the Income Date while the Contract is In Force, the
Designated Beneficiary will control the Contract after such a death. The 
Contract Value will be increased, as provided below, if it is less than the 
guaranteed minimum death value amount ( GMDV ). The GMDV is the amount defined 
on page __.

When Liberty Life receives due proof of the Annuitant's death, Liberty Life will
compare, as of the date of death, the Contract Value to the GMDV. If the 
Contract Value was less than the GMDV, Liberty Life 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 Liberty Life receives due proof of death. The amount
to be credited will be allocated to the Variable Account based on the purchase 
payment allocation selection that is in effect when Liberty Life receives due 
proof of death. Whether or not the Contract Value is increased because of this 
minimum death provision, the Designated Beneficiary may surrender the Contract 
within 90 days of the date of the Annuitant's death for the Contract Value 
(i.e., any applicable Contingent Deferred Sales Charge will be waived). For a 
surrender after 90 days, the Surrender Value is payable instead.  
 
If the Contract is not surrendered, it can stay in force for the time period
permitted by the Internal Revenue Code provisions applicable to the particular
Qualified Plan. During this period, the Designated Beneficiary may exercise all
ownership rights, including the right to make transfers or partial surrenders or
the right to totally surrender the Contract for its Surrender Value. If the
Contract is still in force at the end of the period, Liberty Life will
automatically end it then by paying the Contract Value to the Designated
Beneficiary. If the Designated Beneficiary is not alive then, Liberty Life 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 Liberty Life pay any benefit of $2,000 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 Liberty Life's Service Office. 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. Liberty Life's Service
Office must receive a Written Request and the minimum amount to be surrendered 
must be at least $300 or such lesser amount as Liberty Life may permit in 
conjunction with a program of systematic partial surrenders. If the Contract 
Value after a partial surrender would be below $2,500, Liberty Life 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 
Contract Value.   
 
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 Liberty Life's Service 
Office has received the request less: the Contract Maintenance Charge; any 
applicable Contingent Deferred Sales Charge; and any applicable premium taxes 
not previously deducted.  
 
Liberty Life 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 $2,000.
Liberty Life's consent is needed to choose an option if the Contract Owner is 
not a natural person.  
 
Settlement Options based on life contingencies cannot be surrendered after 
annuity payments have begun. Settlement Option 1, which is not based on life 
contingencies, may be surrendered as described on Page 19.  
 
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 Liberty Life's Service Office 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 85th 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. Unless the Owner chooses
otherwise, Contract Value will be applied to a variable annuity option. Whether
variable or fixed, the same Contract Value amount 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
$2,000, Liberty Life 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, Liberty Life 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. Liberty Life 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 5% per year 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 5% per year unless 3% per year is chosen by Written Request. For variable
    annuity payments under Option 1, the Mortality and Expense Risk Charge is
    deducted during the payment period but Liberty Life has no mortality risk
    during this period.   

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

Liberty Life 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 Liberty Life'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 Liberty Life that will vary 
from year to year. If the payments are commuted, (1) the commutation method 
described above for calculating the present value of remaining payments applies
to any remaining annual payments and (2) any unpaid monthly payments out of 
the current twelve will be commuted at the interest rate that was used to 
determine those twelve current monthly payments.

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

Option 2: Life Income with 10 Years of Payments Guaranteed. Liberty Life 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 5% per year 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. Liberty Life 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 Liberty Life
using an annuity purchase rate that is currently based on an assumed annual
investment return of 5%, 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 invest-
ment 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 Liberty Life's 
Service Office 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. 

                          Fixed Annuity Payment Values   
 
The dollar amount of each fixed annuity payment will be determined by deducting
from the value being applied to the Fixed Account any premium taxes not 
previously deducted and then dividing the remaining 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 
Liberty Life 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. 

                  Proof of Age, Sex, and Survival of Annuitant   
 
Liberty Life 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, 
Liberty Life will compute the amount payable based on the correct age and sex. 
If income payments have begun, any underpayments Liberty Life 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 Liberty Life is 
repaid in full.
 
                              SUSPENSION OF PAYMENTS 

Liberty Life 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; or (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. 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 Liberty Life's 
understanding of current federal income tax laws as they are currently 
interpreted. No representation is made regarding the likelihood of continuation 
of those current federal income tax laws or of the current interpretations by 
the Internal Revenue Service. 

                        Taxation of Annuities in General   
 
Section 72 of the Code governs taxation of annuities in general. There are no
income taxes on increases in the value of a Contract until a distribution 
occurs, in the form of a full surrender, a partial surrender, an assignment or 
gift of the Contract, or annuity payments.  
 
Surrenders, Assignments and Gifts. A Contract Owner who fully surrenders his or 
her Contract is taxed on the portion of the payment that exceeds his or her cost
basis in the Contract. For Non-Qualified Contracts, the cost basis is generally 
the amount of the purchase payments made for the Contract and the taxable 
portion of the surrender payment is taxed as ordinary income. For Qualified 
Contracts, the cost basis is generally zero and the taxable portion of the 
surrender payment is generally taxed as ordinary income subject to special 5-
year income averaging. A Designated Beneficiary receiving a lump sum surrender 
benefit after the death of the Annuitant or Owner is taxed on the portion of the
amount that exceeds the Contract Owner's cost basis in the Contract. If the 
Designated Beneficiary elects to receive annuity payments within 60 days of the 
decedent's death, different tax rules apply. See Annuity Payments on page 21. 
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 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 Liberty Life 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 Liberty Life'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 Liberty Life contracts as one contract. Liberty Life believes that this 
means the amount of any distribution under one contract will be includable in 
gross income to the extent that at the time of distribution the sum of the 
values for all the contracts exceeds the sum of the cost bases for all the 
contracts.  
 
Annuity Payments. The non-taxable portion of each variable annuity payment is
determined by dividing the cost basis of the Contract by the total number of
expected payments while the non-taxable portion of each fixed annuity payment is
determined by an  exclusion ratio  formula which establishes the ratio that the
cost basis of the Contract bears to the total expected value of annuity payments
for the term of the annuity. The remaining portion of each payment is taxable. 
Such taxable portion is taxed at ordinary income rates. For Qualified Contracts,
the cost basis is generally zero. With annuity payments based on life 
contingencies, the payments will become fully taxable once the payee lives 
longer than the life expectancy used to calculate the non-taxable portion of the
prior payments. Because variable annuity payments can increase over time and 
because certain payment options provide for a lump sum right of commutation, it 
is possible that the IRS could determine that variable annuity payments under 
commutable options should not be taxed as described above but instead should be 
taxed as if they were received under an agreement to pay interest. This 
determination would result in a higher amount (up to 100%) of certain payments 
being taxable.  

With respect to the "level monthly" payment option available under Option 1,
pursuant to which each annual payment is placed in Liberty Life'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. Liberty Life is required to withhold federal income 
taxes on taxable amounts paid under the Contract unless the recipient elects 
not to have withholding apply. Liberty Life will notify recipients of their 
right to elect not to have withholding apply.  
 
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 
Liberty Life's understanding that in such an event: (a) the new Contract will be
subject to the distribution-at-death rules described in the  Death Provisions 
for Non-Qualified Contracts  section on Page 16; (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. Liberty Life'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, Liberty Life
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. Liberty Life, 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 amount 
held as of December 31, 1988. 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.  

Liberty Life 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 Liberty Life 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 instru-
mentalities 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. 
 
                         VARIABLE ACCOUNT VOTING RIGHTS  

In accordance with its view of present applicable law, Liberty Life 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. Liberty Life 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 Liberty Life 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 Liberty Life 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. 

                               LEGAL PROCEEDINGS  

There are no legal proceedings to which the Variable Account or the Principal
Underwriter are a party. Liberty Life 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 Liberty Life. 
 
                          INQUIRIES BY CONTRACT OWNERS 
 
Contract Owners with questions about their Contracts can write Liberty Life 
Service Office, 125 High Street, Boston, MA 02110, or call (800) 367-3653. 

              TABLE OF CONTENTS STATEMENT OF ADDITIONAL INFORMATION  

                                                               Page 
Liberty Life Assurance Company of Boston                         2 
Variable Annuity Benefits                                        2 
  Variable Annuity Payment Values                                2 
  Re-Allocating Sub-Account Payments                             3 
Principal Underwriter                                            4 
Custodian                                                        4 
Experts                                                          4 
Investment Performance                                           4 
  Average Annual Total Return for a Contract that is
  Surrendered and for a Contract that Continues                  5 
  Change in Accumulation Unit Value                              7 
  Yields for CIF Sub-Account                                     8 
Financial Statements                                             9 
  Liberty Life Assurance Company of Boston                       9 
  Variable Account-K                                             25 

                                    APPENDIX A 
 
                              TELEPHONE INSTRUCTIONS 
 
Telephone Transfers of Contract Values  

1. If there are joint Contract Owners, both must authorize Liberty Life to 
accept telephone instructions but either Owner can give Liberty Life telephone
instructions.  
 
2. All callers will be required to identify themselves. Liberty Life reserves 
the right to refuse to act upon any telephone instructions in cases where the 
caller has not sufficiently identified himself/herself to Liberty Life's 
satisfaction.  
 
3. Neither Liberty Life 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, Liberty Life will employ reasonable procedures to confirm 
that a telephone instruction is genuine and, if Liberty Life does not, Liberty 
Life 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 Liberty Life 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 Liberty Life 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) Liberty Life
receives the Contract Owner's written revocation, (b) Liberty Life discontinues 
the privilege, or (c) Liberty Life 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 Liberty Life's Service Office at
800-367-3653 before the close of regular 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 Liberty Life, 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, Liberty
Life 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 Liberty Life 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 Liberty Life is instructed otherwise. 
 
Telephone Changes to Purchase Payment Allocation Percentages  
 
Numbers 1 - 6 above are applicable. 

APPENDIX B 

DOLLAR COST AVERAGING 

Liberty Life offers a dollar cost averaging program that Contract Owners may
participate in by Written Request. The program periodically transfers 
Accumulation Units from the CIF Sub-Account to other Sub-Accounts selected by 
the Contract Owner. The program allows a Contract Owner to invest in non-money
market Sub-Accounts over time rather than having to invest in those Sub-Accounts
all at once. 
 
The program is available for initial and subsequent purchase payments and for
Contract Value transferred into the CIF Sub-Account. Under the program, Liberty
Life makes automatic transfers on a periodic basis out of the CIF Sub-Account 
into one or more of the other Sub-Accounts (Liberty Life reserves the right to 
limit the number of Sub-Accounts the Contract Owner can 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 Contract Owner by Written Request must specify the monthly amount to be
transferred (minimum $150) and the Sub-Account(s) to which transfers are to be 
made from the CIF Sub-Account. The first transfer will occur at the close of the
Valuation Period that includes the 30th day after receipt of the Contract 
Owner's Written Request. Each succeeding transfer will occur one month later 
(e.g., if the 30th day after the Issue Date is April 8, the second transfer 
will occur at the close of the Valuation Period that includes May 8). When the 
remaining Sub-Account value is less than the monthly transfer amount, that 
remaining value will be transferred and the program will end. Before this final 
transfer, the Contract Owner may extend the program by allocating additional 
purchase payments to the CIF Sub-Account or by transferring Contract Value to 
the CIF Sub-Account. 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. Liberty Life 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 Liberty Life by 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. Telephone 
instructions are subject to the conditions and procedures established by Liberty
Life 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 Liberty Life
telephone transfer instructions.  
 
2. All callers will be required to identify themselves. Liberty Life reserves 
the right to refuse to act upon any telephone instructions in cases where the 
caller has not sufficiently identified himself/herself to Liberty Life's 
satisfaction.  
 
3. Neither Liberty Life 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, Liberty Life will employ reasonable procedures to confirm 
that a telephone instruction is genuine and, if Liberty Life does not, Liberty 
Life 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) Liberty Life
receives the Contract Owner's written revocation, (b) Liberty Life discontinues 
the privilege, or (c) Liberty Life 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 Liberty Life's Service Office 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 Liberty Life, 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, Liberty Life 
will not execute them and will notify the caller within 48 hours.  
 

NEW YORK PREFERRED ADVISOR 
PROSPECTUS 
MAY, 1996 


Distributed by: 
Keyport Financial Services Corp. 
125 High Street, Boston, MA 02110-2712 
                                        
                                        
Issued by: 
Liberty Life Assurance Company of Boston 
175 Berkeley Street 
Boston, Massachusetts 02117 
Liberty Life Service Office 
125 High Street 
Boston, MA 02110-2712 
Service Hotline 800-367-3653 (Press 3) 
Preferred Advisor used by permission 
PAP/NY 5/96 

 
Yes. I would like to receive the Liberty Life 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 Keyport 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 

LIBERTY LIFE SERVICE OFFICE 
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
                               VARIABLE ACCOUNT - K
                                        AND
             LIBERTY LIFE ASSURANCE COMPANY OF BOSTON ("Liberty Life")


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

                                 TABLE OF CONTENTS

                                                                    Page

Liberty Life Assurance Company of Boston                              2
Variable Annuity Benefits                                             2
     Variable Annuity Payment Values                                  2
     Re-Allocating Sub-Account Payments                               3
Principal Underwriter                                                 4
Custodian                                                             4
Experts                                                               4
Investment Performance                                                4
     Average Annual Total Return for a Contract that is Surrendered   
     and for a Contract that Continues                                5
     Change in Accumulation Unit Value                                7
     Yield for CIF Sub-Account                                        8
Financial Statements                                                  9
     Liberty Life Assurance Company of Boston                         9
     Variable Account - K                                             31




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

                                         











LLIFE.SAI


                     LIBERTY LIFE ASSURANCE COMPANY OF BOSTON

     Liberty Life Assurance Company of Boston is a wholly-owned subsidiary of
Liberty Mutual Insurance Company and Liberty Mutual Fire Insurance Company. 
Liberty Mutual Insurance Company is a multi-line insurance and financial
services institution.  For additional information about Liberty Life, see page 8
of the prospectus.

                             VARIABLE ANNUITY BENEFITS

Variable Annuity Payment Values

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

     The first payment for each Sub-Account will be determined by deducting any
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 Liberty Life 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, Liberty Life uses an Annuity Unit value. 
Each Sub-Account has its own Annuity Units and value per Unit.  The Unit value
applicable using any Valuation Period is determined at the end of such period.

     Liberty Life initially valued each Annuity Unit as follows:  January 1,
1993:  CIF - 11.883555; MSIF - 13.864802; MAF - 14.646064; MGSF - 17.540544 and
CAF - 15.871076; which precede the February 15, 1993 date beginning of
operations of the Sub-Accounts; July 13, 1993: CKUF -$10.00; July 23, 1993: 
CKGIF - $10.00; May 3, 1994: CKIFG - $10.00; October 13, 1995: CKSIF - $10.00;
October 13, 1995: CKUSFG - $10.00; October 13, 1995: NKTF - $10.00.  The Unit
value for each Sub-Account in any Valuation Period after the initial period 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), Liberty Life 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 15 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 5% per year. An AIR of 3% per year
          is also currently available upon Written Request.

     With a particular AIR, payments after the first one will increase or
decrease from month to month based on whether the actual annualized investment
return of the selected Sub-Account(s) (after deducting the Mortality and Expense
Risk Charge) is better or worse than the assumed AIR percentage. If a given
amount of Sub-Account value is applied to a particular payment option, the
initial payment will be smaller if a 3% AIR is selected instead of 5% AIR but,
all other things being equal, the subsequent 3% AIR payments have the potential
for increasing in amount by a larger percentage and for decreasing in amount by
a smaller percentage. For example, consider what would happen if the actual
annualized investment return (see the first sentence of this paragraph) is 7%,
5%, 3%, or 1% between the time of the first and second payments. With an actual
7% return, the 3% AIR and 5% AIR payments would both increase in amount but the
3% AIR payment would increase by a larger percentage.  With an actual 5% return,
the 3% AIR payment would increase in amount while the 5% AIR payment would stay
the  same.  With an actual return of 3%, the 3% AIR payment would stay the same
while the 5% AIR payment would decrease in amount.  Finally, with an actual
return of 1%, the 3% AIR and 5% AIR payments would both decrease in amount but
the 3% AIR payment would decrease by a smaller percentage.  Note that the
changes in payment amount described above are on a percentage basis and thus do
not illustrate when, if ever, the 3% AIR payment amount might become larger than
the 5% AIR payment amount.  Note though that if Option 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 5% AIR payment amount
but eventually the 3% AIR payment amount will become larger than the 5% AIR
payment amount.

Re-Allocating Sub-Account Payments

     The number of Annuity Units for each Sub-Account under any variable annuity
option will remain fixed during the entire annuity payment period unless the
payee makes a written request for a change.  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 Liberty Life receives the request, Liberty Life
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"), which is an affiliate of Liberty Life. 
During the fiscal year ended December 31, 1995 and 1994, Liberty Life paid KFSC
underwriting commissions for the Contract of $0.00 and $0.00, respectively.

                                     CUSTODIAN

     The custodian of the assets of the Variable Account - K is Liberty Life.

     Liberty Life has responsibility for providing 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. 
Liberty Life has contracted with Keyport Life Insurance Company, an affiliate,
to provide all administration for the Contracts, as its agent.  Keyport Life
Insurance Company's compensation is based on the number of Contracts and on the
Contract Value of these Contracts.  

                                      EXPERTS

     The financial statements of Liberty Life as of and for the three years
ended December 31, 1995 and 1994, included herein and the financial statements
of Variable Account - K as of December 31, 1995 and 1994, included herein, have
been included herein in reliance on the reports of KPMG Peat Marwick LLP,
independent certified public accountants, and upon authority of said firm as
experts in accounting and auditing.

                              INVESTMENT PERFORMANCE

     The Variable Account may from time to time quote performance information
concerning its various Sub-Accounts.  A Sub-Account's performance may also be
compared to the performance of sub-accounts used with variable annuities offered
by other insurance companies.  This comparative information may be expressed as
a ranking prepared by Financial Planning Resources, Inc. of Miami, FL (The VARDS
Report) or by Morningstar, Inc. of Chicago, IL (Morningstar's Variable Annuity
Performance Report), which are independent services that compare the performance
of variable annuity sub-accounts.  The rankings are done on the basis of changes
in accumulation unit values over time and do not take into account any charges
(such as sales charges or administrative charges) that are deducted directly
from contract values.

     Ibbotson Associates of Chicago, IL provides historical returns from 1926 on
capital markets in the United States.  The Variable Account may quote the
performance of its Sub-Accounts in conjunction with the long-term performance of
capital markets in order to illustrate general long-term risk versus reward
investment scenarios.  Capital markets tracked by Ibbotson Associates include
common stocks, small company stocks, long-term corporate bonds, long-term
government bonds, U.S. Treasury Bills, and the U.S. inflation rate.  Historical
total returns are determined by Ibbotson Associates for:  Common Stocks,
represented by the Standard and Poor's Composite Index (an unmanaged weighted
index of 90 stocks prior to March 1957 and 500 stocks thereafter of industrial,
transportation, utility and financial companies widely regarded by investors as
representative of the stock market); Small Company Stocks, represented by the
fifth capitalization quintile (i.e., the ninth and tenth deciles) of stocks on
the New York Stock Exchange for 1926-1981 and by the performance of the
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 securities and Treasury
bills is that they are backed by the full faith and credit of the U.S.
government and thus have virtually no risk of default.  Although government
securities fluctuate in price, they are highly liquid.

     The tables below provide performance results for each Sub-Account through
December 31, 1995.  The results shown in this section are not an estimate or
guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Contract Owner.

     The Sub-Accounts, other than Cash Income Fund 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 for a Contract that is Surrendered and for a
Contract that Continues

     An average annual total return assuming the Contract is surrendered is
calculated using the method prescribed by the Securities and Exchange
Commission.  This method illustrates each Sub-Account's average annual total
return, assuming a single $1,000 initial purchase payment and the surrender of
the contract at the end of the period being calculated.  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.

     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 l.25% Mortality and Expense
Risk Charge and 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 pro-rated 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.

     A second type of average annual return is calculated in the same manner as
the first except no Contingent Deferred Sales Charge is deducted since it is
assumed the Contract continues through the end of the period.

          Total Return for a Contract        Total Return for a Contract
          Surrendered on 12/31/95            Still in force on 12/31/95
   Hypothetical $1,000 Purchase Payment*   Hypothetical $1,000 Purchase Payment*

               Length of Investment Period   Length of Investment Period

                         Since Contract                     Since Contract
Sub-Account    One Year  Inception Shown     One Year       Inception Shown

MSIF            8.13%     3.56% (1/1/93)     14.13%          5.10% (1/1/93)

MAF            17.70      6.92  (1/1/93)     23.70           8.36 (1/1/93)

MGSF           29.80      7.66  (1/1/93)     35.80           9.08 (1/1/93)

CAF             4.16      12.43  (1/1/93)    10.16          13.73 (1/1/93)

CKUF           27.26       3.89 (7/13/93)    33.26           5.78 (7/13/93)

CKSIF           N/A        9.84**(10/13/95)   N/A           16.84**(10/13/95)

CKGIF          22.31       9.90  (7/23/93)   28.31          11.66 (7/23/93)

CKIFG          -1.25      -4.93  (5/3/94)     4.39          -1.68 (5/3/94)
                                                        
NKTF            N/A       9.84**(12/18/95)    N/A           14.45**(12/18/95)

* See footnote 4 on page 6 of the prospectus for the expense reimbursement
percentages applicable to all the SteinRoe Trust Funds beginning May 1, 1993.
Before then, the expense reimbursement was applicable to MSIF to the extent
expenses, including management fees, exceeded 1.00% of average annual assets.
For expense reimbursement applicable to the Keyport Trust Funds beginning July
1, 1993, see footnote 3 on page 5 of the prospectus. The return percentages
would be lower without this expense reimbursement. 

**   Non-annualized total returns are shown since this Sub-Account has been in
existence for less than one year.

Change in Accumulation Unit Value

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

     A Sub-Account's change in Accumulation Unit values is the rate at which the
value of a Unit changes over the time period illustrated.  For time periods
prior to the date the Variable Account commenced operations, Accumulation Unit
values are calculated based on the performance of the SteinRoe Trust Funds and
the assumption that the Sub-Accounts and the Contract were in existence since
the inception date of the Funds.  Rates of change in Accumulation Unit values
reflect the Contract's annual 1.25% Mortality and Expense Risk Charge and the
annual .15% Sales Charge.  They do not reflect deductions for any Contingent
Deferred Sales Charges, Contract Maintenance Charges, and premium taxes.  The
rates of change would be lower if these charges were included.  

          Average Annual Change      12-Month Period Change
          In Accumulation Unit     in Accumulation Unit Value*
          Value Since 1/1/89*

Sub-Account                 1989    1990   1991    1992    199    1994    1995

MSIF           7.34%       11.40%   7.59%  12.90%  4.49%   4.79%  -2.93% 14.15%
 
MAF           10.56        21.10   -2.11   26.17   6.04    7.78   -4.52  23.75

MGSF          14.02        29.64   -3.04   45.98   5.16    3.52   -7.64  35.84

CAF           14.69        29.39  -10.29   35.36  12.90   33.80   -0.21  10.21

CKUF           5.81                                      -2.53** -11.51  33.29

CKSIF          N/A                                                       16.84**

CKGIF         11.69                                       4.26**  -2.12  28.34

CKIFG         -1.67                                               -6.86** 4.39

NKTF           N/A                                                       14.45**

* See footnote 4 on page 6 of the prospectus for the expense reimbursement
percentages applicable to all the SteinRoe Trust Funds beginning May 1, 1993.
Before then, the expense reimbursement was applicable to MSIF to the extent
expenses, including management fees, exceeded 1.00% of average annual assets.
For expense reimbursement applicable to the Keyport Trust Funds beginning July
1, 1993, see footnote 3 on page 5 of the prospectus. The return percentages
would be lower without this expense reimbursement.

**   Percentage of change is for less than 12 months; it is for the period from
the inception date to the end of that year (CKUF - 7/13/93; CKGIF - 7/23/93;
CKIFG - 5/3/94; CKSIF - 10/13/95 and NKTF 12/18/95).

Yield for CIF Sub-Account

     Yield and effective yield percentages for the CIF Sub-Account are
calculated using the method prescribed by the Securities and Exchange
Commission.  The yield reflects the deduction of the annual l.40% asset-based
Contract charges.  The yield also reflects, on an allocated basis, the
Contract's annual $36 Contract Maintenance Charge.  The yield does not reflect
Contingent Deferred Sales Charges and premium taxes.  The yield would be lower
if these charges were included. The following are the standardized formulas:

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

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

Where:    A =  the Accumulation Unit value at the end of the 7-day period.
     
          B =  hypothetical Contract Maintenance Charge for the 7-day period. 
               The assumed annual CIF charge is equal to the $36 Contract charge
               multiplied by a fraction equal to the average number of Contracts
               with CIF Sub-Account value during the 7-day period divided by the
               average total number of Contracts during the 7-day period.  This
               annual amount is converted to a 7-day charge by multiplying it by
               7/365.  It is then equated to an Accumulation Unit size basis by
               multiplying it by a fraction equal to the average value of one
               CIF Accumulation Unit during the 7-day period divided by the
               average Contract Value in CIF Sub-Account during the 7-day
               period. 

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

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

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


                           Independent Auditors' Report




The Board of Directors
Liberty Life Assurance Company of Boston:

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

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

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







February 16, 1996                                /s/KPMG Peat Marwick LLP

<TABLE>              LIBERTY LIFE ASSURANCE COMPANY OF BOSTON

<CAPTION>                         Balance Sheets

                            December 31, 1995 and 1994
                              (Dollars in thousands)

                    Assets                                  1995         1994
<S>                                                     <C>          <C>
Cash and investments:
  Fixed maturities available for sale                   $ 1,522,447  $ 1,226,277
  Equity securities                                           4,191          882
  Policy loans                                               40,672       36,586
  Short-term investments                                    121,471       39,558
  Other long-term investments                                32,339       20,270

        Total investments                                 1,721,120    1,323,523

Cash and cash equivalents                                    64,801        5,055
Amounts recoverable from reinsurers (note 3)                 36,919       41,816
Due and uncollected premiums                                  4,974        5,387
Investment income due and accrued                            17,275       15,866
Deferred policy acquisition costs (note 5)                   62,762       54,283
Other assets                                                  7,545        9,079
Separate account assets                                     899,519      694,564

        Total assets                                    $ 2,814,915  $ 2,149,573

    Liabilities and Stockholder's Equity 

Liabilities: 
  Future Policy benefits (notes 3 and 4)                $   890,042  $   720,118
  Investment contracts:
    Structured settlements without life 
        contingencies (note 4)                              306,636      282,431
    Policy account balances                                 134,983      131,753
  Policy and contract claims                                 19,344       20,867
  Dividends to policyholders                                 12,309       11,742
  Other policy liabilities                                    1,190        1,700
  Liability for participating policies                       65,256       61,859
  Federal income taaxes payable                                -           5,830
  Deferred federal income taxes                              93,158       30,198
  Due to Parent                                               9,334          133
  Accrued expenses and other liabilities                    191,894       40,659
  Separate Accounts liabilities                             899,519      694,564
      Total liabilities                                   2,542,665    2,001,854

Commitments and contingencies (notes 3 and 12)

Stockholder's equity:
  Common stock, $312.50 par value; authorized 8,000
     shares; authorized, issued and outstanding               2,500        2,500
  Additional paid-in capital                                  2,500        2,500
  Net unrealized investment gains on equity and
     other long-term investments, net of deferred
     federal income taxes of $1,603 and $717 (note 2)         2,966        1,326
  Cumulative foreign currency translations, net of
     deferred federal income taxes of $515 and $248             957          463
  Net unrealized gains on fixed maturities, net of
     valuation adjustment DAC of $2,834 and $213
     and deferred federal taxes of $64,788 and $5,916       119,909       10,948
  Retained earnings                                         143,418      129,982
      Total stockholder's equity                            272,250      147,719

     Total liabilities and stockholder's equity         $ 2,814,915  $ 2,149,573

</TABLE>
             See accompanying notes to financial statements. 

<TABLE>              LIBERTY LIFE ASSURANCE COMPANY OF BOSTON

<CAPTION>                      Statements of Income

                   Years Ended December 31, 1995, 1994 and 1993
                              (Dollars if thousands)

                                                             1995     1994    
1993
<S>                                                       <C>       <C>      
<C>
Revenues:
  Premiums, net (notes 3 and 4)                           $197,017  $130,606 
$101,984
  Net investment income (note 2)                           108,721    97,022   
92,153
  Realized gains on investments (note 2)                     5,091     3,043    
4,810
  Contractholder charges and assessments                     5,428     4,943    
3,869
  Other considerations                                       4,323     3,776    
2,893
      Total revenues                                       320,580   239,390  
205,709

Benefits and expenses:
  Death and other policy benefits                          126,029   110,158  
104,939
  Recoveries from reinsurers on ceded claims (note 3)      (10,489)   (5,858)  
(4,858)
  Change in future policy benefits and other
     policy liabilities                                     88,903    41,609   
34,567
  Interest credited to policyholders                        27,527    18,347   
16,353
  Deferred policy acquisition costs (note 5)               (11,101)   (9,921)  
(7,922)
  General expenses (note 4)                                 52,555    38,381   
31,602
  Insurance taxes and licenses                               4,997     3,550    
3,009
  Dividends to policyholders                                12,277    11,671   
11,003
      Total benefits and expenses                          290,698   207,937  
188,693

Income for continuing operations before federal
  income taxes and earnings of participating policies       29,882    31,453   
17,016

  Federal income taxes (note 6)                             10,782    11,003    
6,611

Income for continuing operations before earnings of
  participating policies                                    19,100    20,450   
10,405

  Earnings of participating policies net of federal
     income tax benefit of $2,581 in 1995,   
     $835 in 1994 and $1,042 in 1993                         3,397     1,545    
1,928

Income from continuing operations                           15,703    18,905    
8,477

Discontinued operations: (note 14)
  Inocme/(loss) from operations on discontinued
  group health, net of federal income taxes/(benefits)
  of ($1,236) in 1995, $100 in 1994 and ($3,648) in 1993    (2,267)       24   
(6,710)

Cumulative accounting change:
  Reserve method, net of federal taxes of $3,457 in 1993                        
6,398
  Income taxes                                                                   
  43

      Net income                                          $ 13,436  $ 18,929  $ 
8,208
</TABLE>
             See accompanying notes to financial statements.

<TABLE>              LIBERTY LIFE ASSURANCE COMPANY OF BOSTON

<CAPTION>               Statements of Stockholder's Equity

                   Years ended December 31, 1995, 1994 and 1993
                              (Dollars in thousands)

                           Unrealized
                             Gains on Cumulative  Unrealized
                           Additional   Other      Foreign    Gains on 
                    Common   Paid-In  Long-term    Currency    Fixed    
Retained
                    Stock    Capital  Investments Transaltion Maturities
Earnings  Total

<S>                 <C>      <C>        <C>           <C>      <C>       <C>     
 <C>
Balance            
 December 31, 1992  $2,500   2,500        149          -          -      102,845 
 $107,994

Net income                                                                 8,208 
    8,208

Net unrealized gains                       
on equity and other     
long-term investments,                   
net of deferred
federal income taxes
of ($217)                                 392                                    
      392

Cumulative foreign
currency translations,
net of deferred
federal income taxes
of ($108)                                             203                        
      203

Net unrealized gains
on fixed maturities,
net of valuation
adjustment deferred
policy acquisition
costs of ($2,049) and
deferred federal
income tax benefit
of ($56,859)                                                    105,233          
   105,233 
                    
Balance            
 December 31, 1993  $2,500   2,500        541         203       105,233  
111,053   $222,030

Net income                                                                
18,929     18,929

Net unrealized gains                       
on equity and other     
long-term investments,                   
net of deferred
federal income taxes
of ($425)                                 785                                    
      785

Cumulative foreign
currency translations,
net of deferred
federal income taxes
of ($140)                                             260                        
      260

Net unrealized gains
on fixed maturities,
net of valuation
adjustment deferred
policy acquisition

costs of $1,836 and
deferred federal
income tax benefit
of $50,943                                                     (94,285)          
  (94,285)

Balance
 December 31, 1994  $2,500   2,500      1,326         463       10,948   129,982 
 $147,719

Net income                                                                13,436 
   13,436

Net unrealized gains                       
on equity and other     
long-term investments,                   
net of deferred
federal income taxes
of ($886)                               1,640                                    
    1,640

Cumulative foreign
currency translations,
net of deferred
federal income taxes
of ($267)                                             494                        
      494

Net unrealized gains
on fixed maturities,
net of valuation
adjustment deferred
policy acquisition
costs of $2,622 and
deferred federal
income tax benefit
of $58,872                                                     108,961           
  108,961 

Balance
 December 31, 1995  $2,500   2,500      2,966         957      119,909   143,418 
 $272,250

</TABLE>
            See accompanying notes to financial statements.

<TABLE>
                     LIBERTY LIFE ASSURANCE COMPANY OF BOSTON

<CAPTION>                    Statements of Cash Flows

                   Years ended December 31, 1995, 1994 and 1993
                              (Dollars in thousands)

                                                         1995           1994
<S>                                                 <C>            <C>          
<C>
Cash flows from operating activities:
 Premiums collected                                  $   197,607   $   127,716  
$  199,818
 Investment income received                               89,412        80,817   
   82,131
 Other considerations received                             9,421        22,599   
      324
 Policyholder claims paid                               (101,922)     (123,676)  
 (168,455)
 Surrender benefits paid                                  (5,927)       (5,317)  
   (6,409)
 Policyholder dividends paid                             (11,685)      (11,081)  
  (10,930)
 General expenses paid                                   (56,736)      (41,915)  
  (50,480)
 Insurance taxes and licenses paid                        (6,000)       (6,346)  
   (6,764)
 Federal income taxes paid, including
     capital gains taxes                                 (12,878)       (4,897)  
  (13,849)
 Intercompany net (payments)/receipts                      9,201       (16,620)  
      942
 Other                                                    (2,782)       (6,904)  
      (76)
      Net cash flows from operating activities           107,711        14,376   
   26,252

Cash flows from investing activities:
 Proceeds from fixed maturities sold                      41,763        66,835   
    5,419
 Proceeds from fixed maturities matured                   75,084       124,347   
  182,020
 Cost of fixed maturities acquired                      (224,725)     (315,121)  
 (283,231)
 Proceeds from equity securities sold                     87,449        45,632   
      451
 Cost of equity securities acquired                      (86,390)      (45,898)  
     (509)
 Change in policy loans                                   (4,087)       (3,827)  
   (3,032)
 Investment cash in transit                                 (182)           34   
      (56)
 Proceeds from short-term investments sold or matured    485,257       902,371   
1,474,483
 Cost of short-term investments acquired                (566,870)     (879,643) 
(1,446,420)
 Proceeds from securities loaned                         148,710          -      
     -
 Proceeds from other long-term investments sold            4,320         2,657   
    2,230
 Cost of other long-term investments acquired            (13,427)       (5,772)  
   (4,254)
      Net cash used in investing activities              (53,098)     (108,385)  
   72,899

Cash flows from financing activities:
 Policyholder's deposits on investment contracts          62,019       124,565   
   73,278
 Policyholder's withdrawals from investment contracts    (56,886)      (30,608)  
  (28,787)
      Net cash provided by financing activities            5,133        93,957   
   44,491

      Net increase/(decrease) in cash                     59,746           (52)  
   (2,156)

Cash and cash equivalents, beginning of year               5,055         5,107   
    7,263

Cash and cash equivalents, end of year               $    64,801   $     5,055  
$    5,107

Reconciliation of net income to net cash flows
   from operating activities:
 Net income                                               13,436        18,929   
    8,208

 Adjustments to reconcile net income to net cash flows
   from operating activities:
     Realized capital gains on investments                (5,091)       (3,211)  
  (4,906)
     Accretion of bond discount                          (17,822)      (16,297)  
 (11,884)
     Interest credited to policyholders                   27,543        18,347   
  16,353
     Contractholders' charges and assessments             (5,428)       (5,084)  
  (3,869)
     Changes in assets and liabilities:
       Investment cash in transit                            182           (34)  
      57
       Proceeds from securities loaned                  (148,710)         -      
      -
       Amounts recoverable from reinsurers                 4,897       (16,735)  
    (962)
       Due and uncollected premiums                          413          (418)  
   4,197
       Investment income due and accrued                  (1,409)       (1,336)  
     249
       Deferred policy acquisition costs                 (10,888)       (9,921)  
  (7,922)
       Other assets                                        1,354        (1,846)  
      96
       Future policy benefits                             88,924        45,660   
  28,502
       Policy and contract claims                         (1,523)         (494)  
  (1,846)
       Dividends to policyholders                            567           590   
     102
       Other policy liabilities                             (510)          550   
  (2,050)
       Liability for participating policies                3,397         1,544   
   1,928
       Federal income taxes payable                       (5,830)        4,643   
  (6,419)
       Deferred federal income taxes                       3,235         1,563   
  (1,166)
       Due to Parent                                       9,201       (16,620)  
     942
       Accrued expenses and other liabilities            151,773        (5,454)  
   6,642

       Net cash flows from operating activities      $   107,711   $    14,376 
$   26,252

</TABLE>

             See accompanying notes to financial statements.

                     LIBERTY LIFE ASSURANCE COMPANY OF BOSTON

                           Notes to Financial Statements

                         December 31, 1995, 1994 and 1993
                              (Dollars in thousands)

(1)  Summary of Significant Accounting Policies

(a) Organization
Liberty Life Assurance Company of boston (the "Company") is directly owned 90% 
by Liberty Mutual Insurance Company and 10% by Liberty Mutual Fire Insurance 
Company ("Liberty Mutual"). The Company insures life, annuity and accident and 
health risks for groups and individuals. The Company also issues structured 
settlement contracts and administers separate account contracts.

(b) Basis of Presentation
The accompanying 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. The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to make estimates 
and assumptions that affect the reported amounts of assets and liabilities as of
the date of the financial statements, and the reported amounts of revenues and 
expenses during the reporting period. Actual amounts could subsequently differ 
from such estimates. 

(c) Deferred Policy Acquisition Costs 
The costs of acquiring new business, principally commissions and certain costs 
of issuing policies, all of which vary with and are primarily related to the 
production of new business, have been deferred to the extent they are deemed 
recoverable from future profits.

Costs relating to traditional life insurance are amortized over the premium 
paying periods of the related policies in proportion to the ratio that annual 
premium revenue bears to total anticipated premium revenue. Anticipated premium 
revenue was estimated using the same assumptions which were used for computing 
liabilities for future policy benefits. Costs deferred on universal life 
policies are amortized over the estimated lives of the policies, in relation
to the present value of estimated gross profits from investment yield, mortality
and surrender charges, and administrative fees (see note 5). Deferred policy 
acquisition costs are adjusted to reflect the amounts associated with unrealized
gains on fixed maturities for universal life-type products.

The Company began deferring acquisition costs relating to group life and 
disability insurance as of January 1, 1995. Costs relating to these policies ar 
amortized over a five year period. Anticipated premium revenue was estimated 
using the same assumptions which were used for computing liabilities for future 
policy benefits (see note 5).

(d) Investments in Securities
Effective December 31, 1993, the Company adopted Statement of Financial
Accounting Standards No. 115 (SFAS 115), Accounting for Certain Investments in 
Debt and Equity Securities.  SFAS 115 segregates fixed maturity investments into
three classifications: "held to maturity", "trading" and "available for sale."  
Securities may be designated as held to maturity only if there is the positive 
intent and ability to hold these securities to maturity. Securities held to 
maturity are carried at amortized cost. Securities purchased for short-term
resale are classified as trading and are carried at fair value. Unrealized gains
and losses on trading account securities are recognized in income. Fixed 
maturity investments are classified as available for sale if they might be sold 
in response to changes in market interest rates, changes in the security's 
prepayment risk, general liquidity needs, or other factors. Available
for sale securities ar carried at fair value and unrealized gains and losses 
(net of related adjustments to deferred policy acquisition costs, value of 
insurance in force and deferred income taxes) are recorded directly to 
stockholder's equity. Equity securities ar classified as available for sale
and are carried at fair value. Unrealized gains and losses on equity
securities are recorded directly to stockholder's equity, net of applicable 
deferred income taxes. 

The Company classified all fixed maturities as "available for sale" and carries 
then at fair value. Other long-term investments which principally include 
investments in limited partnerships, are carried at the equity method with 
changes therein reflected in unrealized gains (losses) on investments, net of 
applicable deferred income taxes. Short-term investments, consisting primarily 
of money market instruments and other debt issued purchased with an
original maturity of 1 year or less, are carried at cost which approximated fair
value. Policy loans are stated at the aggregate of unpaid principal balances. 
Realized gains and losses on sales of investments have been determined on the
specific identification method (see note 2).

(e) Recognition of Traditional Life Premium Revenue and Related Expenses
Premiums on traditional life insurance policies are recognized as revenue when 
due.Benefits and expenses are associated with premiums so as to result in the 
recognition of profits over the life of the policies. This association is 
accomplished by providing liabilities for future policy benefits and the 
deferral and subsequent amortization of acquisition costs.

(f) Recognition of Universal Life Revenue and Policy Account Balances
Revenues from universal life policies represent investment income from the 
related invested assets and amounts assessed against policyholders. Included 
in such assessments are mortality charges, surrender charges paid and 
administrative fees. Policy account balances consist of consideration received 
plus credited interest, less accumulated policyholder charges, assessments 
and withdrawals. Credited interest rates were between 6.3% and 6.5% in both 1995
and 1994 and between 6.8% and 7.5% in 1993.

(g) Investment Contracts
The Company writes certain annuity and structured settlement contracts without 
mortality risk which are accounted for as investment contracts. Revenues for 
investment contracts consist of investment income from the related invested 
assets, with profits recognized to the extent investment income earned exceeds 
the amount credited to the contract. This method of computing the liability for
future policy benefits effectively results in recognition of profits over the
benefit period. Policy account balances consist of consideration received plus 
credited interest less policyholder withdrawals. Credited interest rates were 
between 5.6% and 7.25% in 1995, between 5.0% and 5.25% in 1994 and between 
6.0% and 6.25% in 1993 for annuity contracts. Credited interest rates were 
between 6.2% and 11.4% in 1995, 1994 and 1993 for structured settlement
contracts.

(h) Future Policy Benefits
Liabilities for future policy benefits for traditional life policies have been 
computed using the net level premium method based on estimated future investment
yield, mortality and withdrawal experience. Interest rate assumptions 
were between 4.5% and 10.25% for all years of issue. Mortality assumptions have 
been calculated principally on an experience multiple applied to the 1955-60
and 1965-70 Select and Ultimate Basic Tables for issued prior to 1986, the 1986
Bragg Non-Smoker/Smoker Select and Ultimate Basic Tables for 1986 to 1992 issues
and the 1991 Bragg Non-Smoker/Smoker Select and Ultimate Basic Tables for 1993 
and subsequent issues. Withdrawal assumptions are generally based on the 
Company's experience.

The liability for future policy benefits with respect to structured settlement 
contracts with life contingencies and single premium group annuities (group 
pension) is determined based on interest crediting rates between 6.0% and
11.4%, and the mortality assumptions are based on the 1971 GAM and IAM tables.

Future policy benefits for long-term disability cases are computed using the 
1987 Commissioners' Group Disability Table.

(i) Policy and Contract Claims
Accident and health business policy and contract claims principally include 
claims in course of settlement and claims incurred but not reported, which are 
determined based on a formula derived as a result of the Company's past 
experience. Claims liabilities may be more or less than the amounts paid when 
the claims are ultimately settled. Such differences are considered changes in
estimates and are recorded in the statements of income in the year the claims 
are settled.

(j) Federal Income Taxes
The Company has adopted the asset and liability method of accounting for income 
taxes. Under this method, deferred tax assets and liabilities are recognized 
for the future tax consequences attributable to differences between the 
financial statement carrying amounts of existing assets and liabilities and 
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in 
which thosetemporary differences are expected to be recovered or settled. The 
effect of a change in tax rates on deferred tax assets and liabilities is 
recognized in income in the period that include the enactment date.

(k) Participating Policies
Participating policies approximate 35% and 38% of life insurance in force at 
December 31, 1995 and 1994, respectively, and 56% and 60% of individual life 
insurance premium revenue in 1995 and 1994, respectively. Dividends to 
participating policyholders are calculated as the sum of the difference between 
the assumed mortality, interest and loading, and the actual experience of the
Company relating to participating policyholders. As a result of statutory 
regulations, the major portion of earnings from participating policies inures 
to the benefit of the participating policyholders and is not available 
to stockholders. Undistributed earnings of the participating block of business 
is represented by the liability for participating policies in the accompanying
balance sheets. The payment of dividends to stockholders is further restricted
by insurance laws of the Commonwealth of Massachusetts (see note 7).

(l) Foreign Currency Translations
The Company entered into certain transactions that are denominated in a currency
other than the U.S. dollar. Functional currencies are assigned to foreign 
currencies. The resulting translation adjustments from such transactions are 
accumulated and then converted to U.S. dollars. The unrealized gain or loss 
from this translation is recorded as a separate component of stockholders' 
equity, net of deferred federal income taxes. The translations are calculated
using current exchange rates for the balance sheet and average exchange rates
for the statement of operations.

(m) Separate Account Contracts
Separate Accounts assets and liabilities represent designated funds held and 
invested by the Company for the benefit of contractholders. Separate Accounts 
assets are carried at fair value. Investment income and changes in asset 
values do not affect the operating results of the Company. Separate Accounts 
business is maintained independently from the general account of the
Company. The Company provides administrative services for these contracts. Fees
earned by the Company related to these contracts included in other 
considerations were $1,434 and $880 for the years ended December 31, 1995 and 
1994, respectively.

(n) Certain reclassifications were made to the 1994 financial statements to 
conform to the 1995 presentation. 

(2)   Investments

(a) Fixed Maturities
The amortized cost, gross unrealized gains and losses, and estimated fair value
of investments in fixed maturities at December 31, 1995 and 1994 were as 
follows:
<TABLE>
<CAPTION>                                                    1995
                                                    Gross            Gross     
Estimated
                                   Amortized      Unrealized      Unrealized     
 Fair
                                      Cost          Gains           Losses       
 Value
 <S>                              <C>             <C>              <C>         
<C>
 U.S. Treasury securities and   
   obligations of U.S government
   corporations and agencies      $  380,296      $116,737         $    (37)   
$  496,996
 Debt securities issued by
   foreign governments                19,651         1,839               (7)     
  21,483
 Corporate securities                313,686        18,727           (2,797)     
 329,616       
 U.S. government guaranteed
   mortgage-backed securities        621,282        53,523             (453)     
 674,352
       Total fixed maturities     $1,334,915      $190,826         $ (3,294)   
$1,522,447
</TABLE>
<TABLE>
<CAPTION>                                                1994
                                                    Gross            Gross      
Estimated
                                   Amortized      Unrealized      Unrealized     
  Fair
                                      Cost          Gains           Losses       
  Value
 <S>                              <C>             <C>              <C>         
<C>
 U.S. Treasury securities and   
   obligations of U.S government
   corporations and agencies      $  386,941      $ 57,271         $ (6,741)   
$  437,471
 Debt securities issued by
   foreign governments                17,772           378             (581)     
  17,569
 Corporate securities                258,413         2,145          (11,825)     
 248,733       
 U.S. government guaranteed
   mortgage-backed securities        546,024         7,216          (30,786)     
 522,454
       Total fixed maturities     $1,209,150      $ 67,010         $(49,933)   
$1,226,227

 </TABLE>
The amortized cost and estimated fair value of fixed maturities at December 31, 
1995, by contractual maturity, are shown below. Expected maturities will differ 
from contractual maturities because borrowers may have the right to call or 
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>                                    Amortized         Fair
                                               Cost           Value
  <S>                                      <C>             <C>
  Due in one year or less                  $   29,797      $   30,053
  Due after one year through five years       169,624         177,635
  Due after five years through ten years      166,178         186,073
  Due after ten years                         348,034         454,334
  U.S. government guaranteed mortgage-  
    backed securities                         621,282         674,352
               Total fixed maturities      $1,334,915      $1,522,447
</TABLE>

At December 31, 1995 and 1994, fixed maturities with an amortized cost of 
$10,422 and $8,156, respectively, were on deposit with regulatory authorities.

(b) Equity Securities and Other Long-term Investments
The cost of equity securities and other long-term investments at December 31, 
1995 and 1994 were as follows:
<TABLE>
                                                           1995        1994
<S>                                                     <C>         <C>
Equity securities                                       $  3,086    $    704
Other long-term investments                               28,874      18,405
      Total equity and other long-term investments      $ 31,960    $ 19,109 
</TABLE>

Gross unrealized gains and losses on equity securities and other long-term 
investments includes in retained earnings at December 31, 1995 and 1994 were as 
follows:
<TABLE>
<CAPTION>                                                 1995        1994
<S>                                                     <C>         <C>
Equity Securities:
  Gross unrealized gains                                $   1,105   $     180
  Gross unrealized losses                                    -             (2)
    Total net unrealized gains                              1,105         178
  Deferred federal income taxes                               388          63

    Net unrealized gains                                $     717   $     115
</TABLE>
<TABLE>
<CAPTION>                                                  1995        1994
<S>                                                     <C>         <C>
Other long-term investments:
  Gross unrealized gains                                $   4,045   $   2,308
  Gross unrealized losses                                    (580)       (443)
     Total net unrealized gains                             3,465       1,865 
  Deferred federal income taxes                             1,216         654

     Net unrealized gains                               $   2,249   $   1,211

</TABLE>

(c) Net Investment Income
Net investment income for the years ended December 31, 1995, 1994 and 1993 was 
as follows:
<TABLE>
<CAPTION>                                         1995         1994        1993
<S>                                             <C>          <C>        <C>
Fixed maturities                                $104,779     $ 95,837   $ 89,984
Equity securities                                    214           22       -
Policy loans                                       2,397        2,111      2,458
Short-term investments and cash equivalents        2,034        1,711      1,900
Other long-term investments                          878          342        397
   Gross investment income                       110,302      100,023     94,739
 
Less: Investment expenses                          1,581        1,942      1,154
      Discontinued operations                       -           1,059      1,432
   Net investment income                        $108,721     $ 97,022   $ 92,153
</TABLE>

(d) Realized Gains on Investments
Realized gains (losses) on investments for the years ended December 31, 1995, 
1994 and 1993 were derived from the following sources:
<TABLE>
<CAPTION>                                         1995         1994       1993
<S>                                             <C>          <C>        <C>
Fixed maturities                                $    366     $  1,752   $  3,744
Equity securities                                  3,441          434        389
Short-term investments                              -              (4)      -
Other long-term investments                        1,284        1,029        800
Foreign exchange                                    -            -          
(27)
   Gross realized capital gains                    5,091        3,211      4,906

Less: Discontinued operations                       -             168         96
   Realized capital gains on investments        $  5,091     $  3,043   $  4,810

Proceeds from sales of investments in fixed maturities during 1995, 1994 and 
1993 were $116,847, $191,182 and $187,439, respectively. Gross gains of $811, 
$2,353 and $3,860 and gross losses of $445, $601 and $116 were realized on those
sales during 1995, 1994 and 1993, respectively.

(e) Concentration of Investments
Investments in a single entity's fixed maturities in excess of ten percent of 
total stockholder's equity at December 31 are as follows:

There were no investments in a single entity's fixed maturities in excess of ten
percent of stockholders' equity at December 31, 1995.
  
                                                 1994
                                                 % of
                                              Stockholders'
                                           Amount          Equity
Walmart Stores, Inc.                      $ 18,430          12.5%

(f) Fixed Maturities Credit Quality
The Company invests mainly in U.S. government fixed maturities. The following 
table illustrates the book value and percentage of the portfolio for long-term 
and short-term fixed maturities invested by the NAIC designation:
       
                                                                 1995

   NAIC                   Rating Agency                  Book              % of
Designation           Designation Equivalent             Value             Total
    1                     Aaa/Aa/A                   $ 1,412,648           97.0%
    2                     Baa                             40,367            2.8%
                            Subtotal                   1,453,015           99.8%
    3                     Ba                               3,338            0.2%
    4                     B                                   32             -
    5                     Caa and lower                        0             -
    6                     In or near default                   0             -
                             Total                   $ 1,456,385          100.0%

                                                                   1994

   NAIC                   Rating Agency                  Book              % of
Designation           Designation Equivalent             Value             Total
    1                     Aaa/Aa/A                   $ 1,182,555           94.7%
    2                     Baa                             63,321            5.1%
                            Subtotal                   1,245,876           99.8%
    3                     Ba                               2,797            0.2%
    4                     B                                -                 -
    5                     Caa and lower                       35             -
    6                     In or near default               -                 -
                             Total                   $ 1,248,708          100.0%

The book values of publicly traded and privately placed maturities at December 
31 were as follows:
       
                                                                  1995 
                                                         Book              % of
                                                         Value             Total
             Public                                  $ 1,422,480           97.7%
             Private                                      33,905            2.3%
                Total                                $ 1,456,385          100.0%
    
                                                                  1994 
                                                         Book              % of
                                                         Value             Total
             Public                                  $ 1,194,979           95.7%
             Private                                      53,729            4.3%
                Total                                $ 1,248,708          100.0%
 
(3) Reinsurance

The Company reinsures with other companies portions of its risks underwritten 
and assumes portions of risks on policies underwritten by other companies. The 
Company generally reinsures risks on life insurance policies over two hundred 
fifty thousand dollars as well as selected risks of lesser amounts. Life 
insurance in force and premium information for the years ended December 31, 
1995 and 1994 were as follows:

</TABLE>
<TABLE>
<CAPTION>                                             1995
                                             Assumed        Ceded to
                                Direct      From Other       Other         Net
                                Amount      Companies      Companies      Amount
<S>                           <C>           <C>           <C>            <C>
Life insurance in force       $17,374,371   $  56,753     $ 1,110,191    $
16,320,933

Premiums:
 Group life and disability        105,415          68          12,223         
93,260
 Individual life and annuity      103,732         123           2,477        
101,378
 Group pension                      2,379        -              -              
2,379
     Total premiums           $   211,526   $     191     $    14,700    $   
197,017
</TABLE>

<TABLE>
<CAPTION>                                             1994
                                             Assumed        Ceded to
                                Direct      From Other       Other         Net
                                Amount      Companies      Companies      Amount

<S>                           <C>           <C>           <C>            <C>
Life insurance in force       $14,824,724   $  46,532     $   793,839    $
14,077,417

Premiums:
 Group life and disability         86,390         262          13,715         
72,937
 Individual life and annuity       56,617         135           2,120         
54,632
 Group pension                      3,037        -              -              
3,037
     Total premiums           $   146,044   $     397     $    15,835    $   
130,606
</TABLE>

<TABLE>
<CAPTION>                                             1993
                                             Assumed        Ceded to
                                Direct      From Other       Other         Net
                                Amount      Companies      Companies      Amount

<S>                           <C>           <C>           <C>            <C>
Life insurance in force       $13,264,605   $  19,470     $   545,849    $
12,738,226

Premiums:
 Group life and disability         42,251      15,852           3,316         
54,787
 Individual life and annuity       49,288         102           3,416         
45,974
 Group pension                      1,223        -              -              
1,223
     Total premiums           $    92,762   $  15,954     $     6,732    $   
101,984
</TABLE>

The Company assumes certain disability premiums and claims for Liberty Mutual 
under a reinsurance agreement effective January 1, 1986. Disability premiums 
assumed relating to this agreement amounted to $67, $262 and $67 in 1995, 1994 
and 1993, respectively.

Amounts recoverable from reinsurers are presented as an asset in the 
accompanying financial statements at December 31, 1995 and 1994 and were as 
follows:


                                                 1995             1994

Group life and health                           $   19,377        $   25,651
Individual life and annuity                         17,542            16,165
   Total amounts recoverable from reinsurers    $   36,919        $   41,816


Contingent liabilities exist with respect to reinsurance ceded which would 
become liabilities of the Company in the event the assuming reinsurers are 
unable to meet their obligations under reinsurance agreements.

(4) Related Party Transactions

Under a Service Agreement between the Company and Liberty Mutual, the latter 
provides personnel, office space, equipment, computer processing and other 
services. The Company reimburses Liberty Mutual for these services at cost, and 
for any other special services supplied at the company's request. Substantially 
all of the Company's general expenses incurred in 1995, 1994 and 1993 related 
to this agreement.

The Company insures the group term life and disability risks for Liberty Mutual 
employees. Premiums associated with these policies amounted to $14,755, $13,562 
and $9,793 in 1995, 1994 and 1993, respectively.

The Company insures key officers of Liberty Mutual Group under an Optional Life 
Insurance Plan. Premiums associated with this plan amounted to $4,278 and $3,986
in 1995 and 1994, respectively.

Liberty Mutual purchases structured settlement annuity contracts, with an 
without life contingencies, from the Company. Premiums under the life contingent
contracts amounted to $40,998, $6,159 and $4,751 in 1995, 1994 and 1993, 
respectively. The related liability with respect to the life contingent 
contracts amounted to $143,647, $101,660 and $93,772 at December 31, 1995, 1994 
and 1993, respectively. Deposits under the non-life contingent contracts 
amounted to $37,568, $104,819 and $51,452 in 1995, 1994 and 1993, respectively. 
The related liability with respect to the non-life contingent contracts amounted
to $242,918, $281,587 and $186,037 at December 31, 1995, 1994 and 1993, 
respectively.

Liberty Mutual deposited $2,761 and $52,546 with the Company in 1995 and 1994, 
respectively, to fund certain Liberty Mutual environmental claim transaction.
Such amounts have been included in deposit type fund revenues for the year ended
December 31, 1995 and 1994, as well as in the liability for premium and other 
deposit funds.

(5) Deferred Policy Acquisition Costs

Details with respect to deferred policy acquisition costs for the years ended 
December 31, 1995 and 1994, are as follows:

                                                 1995            1994
Balance, beginning of year                    $   54,283      $   42,526
  Additions                                       13,931          11,745
  Amortization                                    (2,830)         (1,824)
  Valuation adjustment for unrealized gain
    on fixed maturities                           (2,622)          1,836
Balance, end of year                          $   62,762      $   54,283  


(6)   Federal Income Taxes

The Company is included in a consolidated Federal income tax return with Liberty
Mutual and its other subsidiaries. Under the terms of an intercompany taxation 
treaty, income taxes are determined as if the Company filed its own tax 
return. Tax settlements are paid to or received from Liberty Mutual.

Federal income tax expense attributable to income from operations for the years 
ended December 31, 1995, 1994 and 1993 was comprised of the following 
components:

                                                    1995      1994      1993 

Continuing operations:
  Current                                           $ 7,848   $ 9,559   $10,717
  Deferred                                            2,934     1,444    (4,106)

      Federal income tax expense                    $10,782   $11,003   $ 6,611


                                                      1995      1994      1993

Discontinued operations:
  Current                                           $(1,236)  $   (19)  $(3,497)
  Deferred                                                0       119      (151)

      Federal income tax expense                    $(1,236)  $   100   $(3,648)

The total federal income tax expense from operations amounted to $6,612, $9,540 
and $7,220 in 1995, 1994 and 1993, respectively. The total deferred federal 
income tax expense from operations amounted to $3,393, $1,563 and ($4,257) in 
1995, 1994 and 1993, respectively.

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

 
                                                      1995      1994     1993   

Expected income tax expense                         $10,458   $11,009   $ 5,956
  Increase in income taxes resulting from:
    Reconciliation of 1994 tax return                   401       -        -
    Change in the 1993 tax rate on beginning
      of year deferred tax liability from
      34% to 35%                                                            675
    Other, net                                          (77)       (6)      (20)

           Federal income tax expense               $10,782   $11,003   $ 6,611

The tax effects of temporary differences that give rise to significant portions 
of deferred tax assets and deferred liabilities at December 31, 1995 and 1994, 
are as follows:

                                                           1995         1994

Deferred tax assets:
  Dividends to policyholders                            $    3,230   $    3,242 
  Experience rating service                                     14          102 
  Unearned interest on policy loans                            283          -   
  Unearned group premium adjustment                            585          448 
  1987 disability reserve tax adjustment                       215          334 
  Other                                                         29          281 
      Total deferred tax assets                              4,356        4,407 

Deferred tax liabilities:
  Future policy benefits                                   (11,181)     (12,002)
  Deferred acquisition costs                               (16,201)     (13,742)
  Bonds purchased at market discount                        (1,769)      (1,509)
  Bonds market valuation adjustment                        (64,788)      (5,916)

  Unrealized gain on other long-term investments            (1,603)        (717)
  Cumulative foreign currency translations                    (515)        (248)
  Reconciliation of taxes on other long-term investments      (829)        (134)
  Deferred and uncollected premium adjustment                 (565)        (337)
  Other                                                        (63)         -
      Total deferred tax liabilities                    $  (97,514)  $  (34,605)

      Net deferred tax liability                        $  (93,158)  $  (30,198)

There was no valuation allowance for deferred income tax assets as of December 
31, 1994. There was no change in the total valuation allowance for the year 
ended December 31, 1995. In assessing the realization of deferred tax assets, 
the Company considers whether it is more likely than not that the deferred 
tax asset will be realized. The ultimate realization of deferred tax assets 
is dependent upon the generation of future taxable income during the periods
in which those temporary differences become deductible. The Company considers 
primarily the timing of deferred tax liabilities and tax planning strategies in 
making this assessment and believes it is more likely than not the Company will
realize the benefits of these deductible differences at December 31, 1995.

The Company paid taxes to the federal government in the amount of $12,878, 
$4,897 and $13,849 in 1995, 1994 and 1993, respectively.

As a result of the provisions of the Deficit Reduction Act of 1984, the Company 
has deferred income approximating $4 million, including in its unassigned 
surplus, which may become taxable in the future upon the occurrence of 
certain conditions that management considers to be remote; therefore, Federal
income taxes relating to this deferred income have not been provided for in
the accompanying financial statements.

(7) Dividend Restrictions

According to a resolution voted by the Board of Directors of the company, not 
more than the larger of 10% of statutory profits on participating business or 
fifty cents per thousand dollars of participating business in force in a 
given year may accrue to the benefit of stockholders. The amount of statutory 
unassigned surplus held for the benefit of participating policyholders
is $(845) and for the stockholders is $79,536 at December 31, 1995. Dividends 
paid to policyholders were $11,685, and there were no dividends paid to 
stockholders in 1995. The payment of dividends to stockholders is restricted by 
insurance laws of the Commonwealth of Massachusetts.

(8) Fair Value of financial Instruments

(a) Fixed Maturities
Estimated fair values for publicly traded fixed maturities are determined using 
values reported by an independent pricing service. Estimated fair values of 
private placement fixed maturities are determined by obtaining market 
indications from various broker-dealers.

(b) Policy Loans
The carrying value of policy loans approximates fair value.

(c) Cash and Cash Equivalents and Short-term Investments
The carrying value of cash and cash equivalents and short-term investments 
approximates fair value.

(d) Structured Settlements Without Life Contingencies
The fair value of structured settlements without life contingencies totals 
approximately $306,636 and $282,431 at December 31, 1995 and 1994, respectively,
and is estimated using discounted cash flow analyses, using the Company's 
current interest rates offered for similar contracts.

(e) Policy Account Balances
The fair value of policy account balances is equal to the amount payable on 
demand. The Company considers its policy account balances to be similar to 
deposit liabilities. The fair value of policy account balances totals 
approximately $134,338 and $131,125 at December 31, 1995 and 1994, respectively.

(9) Segment Information

Future policy benefits, premiums, revenues and income from continuing operations
before federal income tax expense for each of the Company's segments for the 
years ended December 31, 1995, 1994 and 1993, are as follows:
<TABLE>
<CAPTION>                                                  1995          1994    
   1993
<S>                                                     <C>            <C>       
  <C>
Revenues for continuing operations:
  Group life and disability                             $  108,132     $  
84,872   $  66,646
  Individual life and annuity                              175,960       
116,966     101,986
  Group pension                                             36,488        
37,552      37,077
      Total revenues for continuing operations             320,580       
239,390     205,709

Income from continuing operations before federal 
  income tax expense and earnings from participating
  policies:
  Group life and disability                             $    5,723     $  
11,559   $  15,369 
  Individual life and annuity                               22,444        
18,284      19,837
  Group pension                                              1,715         
1,610     (18,190)
      Total income from continuing operations before
      federal income tax expense and earnings of
      participating policies                            $   29,882     $  
31,453   $  17,016
</TABLE>

(10) Unpaid Claims Liability for Group Accident and Health Business

The activity in the liability for unpaid claims is summarized as follows:

                                                   1995           1994

Balance at January 1                          $   76,630       $   66,869
  Less: reinsurance recoverables                     444              417
      Net balance at January 1                    76,186           66,452

Claims incurred related to:
  Current year                                    52,747           33,246
  Prior years                                      6,813              472
      Total incurred                              59,560           33,718

Claims paid related to:
  Current year                                    15,413            9,197
  Prior years                                     18,447           14,787
      Total paid                                  33,860           23,984

Net balance at December 31                       101,886           76,186
  Plus: reinsurance recoverables                     203              444
      Balance at December 31                  $  102,089       $   76,630

As a result of changes in estimates of insured events in prior years, the 
provision of claims increase by $6,813 in 1995 and $472 in 1994, respectively.
 
(11) Reconciliation to Statutory Basis Accounting

The company is required to file statutory financial statements with state 
insurance regulatory authorities. Account principles used to prepare statutory 
financial statements differ from the financial statements reported herein which 
are prepared on the basis of generally accepted accounting principles.

Reconciliations of statutory net income and capital and surplus, as determined 
using statutory accounting principles, to the amounts included in the 
accompanying financial statements for the years ended December 31, are as 
follows:

<TABLE>
<CAPTION> Net income:                                    1995            1994    
   1993
<S>                                                 <C>              <C>         
<C>
Statutory basis, net income                         $     6,952      $    4,289  
$  2,448

Increases/(decreases)
  Deferred policy acquisition costs                      11,101           9,921  
   7,922
  Policy reserves                                         2,779           8,971  
  (5,470)
  Participating policies                                 (3,397)         (1,545) 
  (1,928)
  Deferred federal income taxes                          (2,934)         (1,563) 
   4,300
  Furniture and fixtures                                   -               -     
    (154)
  Deferred premiums                                      (1,763)         (1,644) 
    (935)
  Interest maintenance reserve                             (439)            687  
   1,948
  Other                                                   1,137            (187) 
      77
      Net income as reported herein                 $    13,436      $   18,929  
$  8,208
</TABLE>

<TABLE>
<CAPTION> Stockholders' equity:                          1995            1994

<S>                                                 <C>              <C>
Statutory basis, capital and surplus                $    84,441      $   76,434

Increases/(decreases)
  Deferred policy acquisition costs                      65,597          54,283
  Policy reserves                                        92,583          88,531
  Participating policies                                (65,256)        (61,859)
  Asset valuation reserve                                 9,372           6,969
  Interest maintenance reserve                            4,853           5,292
  Deferred federal income taxes                         (93,158)        (30,198)
  Deferred premiums                                     (15,487)         (9,970)
  Net unrealized gain on fixed maturities               184,696          17,077
  Other                                                   4,609           1,160
      Stockholders' equity as reported herein       $   272,250      $  147,719
</TABLE>

(12) Contingencies

In the normal course of its business operations, the Company is involved in 
litigation from time to time with claimants, beneficiaries and others, and 
several lawsuits were pending on December 31, 1995. In the opinion of 
management, the ultimate liability, if any, would not have a material adverse 
financial effect upon the Company.

(13) Risk Based Capital

In accordance with instructions set forth by the National Association of 
Insurance Commissioners the Company is required to calculate Risk Based Capital 
(RBC). RBC is a means of setting the capital standards for insurance companies 
to support their operations and encompasses various risks associated 
with the business including asset quality, premium volume, policy reserves and
interest rates. The RBC is then compared to the Company's total adjusted 
capital. The Company's total adjusted capital significantly exceeds RBC 
requirements at December 31, 1995 and 1994, respectively.

(14) Discontinued Operations

On December 31, 1993, the Company discontinued its Group Medical insured and 
administrative services line of business. Substantially all of the insured 
operating assets and future policy liabilities, as of December 31, 1993, 
were ceded to Liberty Mutual effective January 1, 1994, until the termination 
date of the contracts. After termination there is no additional insurance
risk associated with this particular line of business and all insured operating
assets and future policy liabilities will be extinguished.

(15) Pension Plan

The Company shares personnel with Liberty Mutual which has a noncontributory 
defined benefit pension plan covering employees who have attained age twenty-one
and have completed one year of service. Benefits are based on years of service 
and the employee's "final average compensation" which is the employee's 
average compensation for the highest five consecutive calendar years during the 
ten years immediately preceding retirement. Liberty Mutual's funding and 
accounting policies are to contribute annually the maximum amount that can be 
deducted for Federal income tax purposes and to charge such contributions to 
expense in the year deductible for income tax purposes. Liberty Mutual's pension
cost charged to operations for the entire plan in 1995 and 1994 was $26,613 
and $594 respectively. The Company's allocated pension cost in 1995 and 1994
was $628 and $70, respectively.

As of January 1, 1995 and 1994, the actuarial present value of accumulated 
vested and nonvested benefits for the entire plan, based on a valuation interest
rate of 8%, approximated $611,034 and $563,073, respectively, and the net 
assets, at fair market value, available for plan benefits approximated $781,957 
and $814,167 in 1995 and 1994, respectively. Assets of the plan consist 
primarily of investments in life insurance company separate accounts and a 
collective investment trust fund. At January 1, 1995 and 1994, separate account 
investments of the company, included in plan assets at fair market value, 
amounted to approximately $521,220 and $458,679, respectively.

(16) Postretirement Benefits

Liberty Mutual provides certain health care and life insurance benefits 
("postretirement") for retired employees. Substantially all employees may 
become eligible for these benefits if they reach retirement age while working 
for the Liberty Companies. Alternatively, retirees may elect certain prepaid 
health care benefit plans. Life insurance benefits are based upon a 
participant's final compensation subject to the plan maximum.

Liberty Mutual records the costs of its postretirement benefits by the accrual 
accounting method and has elected to amortize its transition obligation for 
retirees and fully eligible or vested employees over 20 years. The unamortized 
transition obligation was $165,580 and $175,320 at December 31, 1995 and 1994, 
respectively.

Net postretirement benefit costs for Liberty Mutual were approximately $30,979 
in 1995 and $29,419 in 1994 and includes the expected cost of such benefits for 
newly eligible or vested employees, interest cost, gains and losses arising 
from differences between actuarial assumptions and actual experience, and 
amortization of the transition obligation. Liberty Mutual made payments of 
$14,000 in 1995 and $13,000 in 1994, as claims were incurred.

At December 31, 1995 and December 31, 1994, the accrued unfunded postretirement 
benefit obligation for Liberty Mutual's retirees and other fully eligible plan 
participants were $45,848 and $28,866, respectively. The accumulated benefit 
obligation for non-vested employees was $108,600 and $96,900 at December 31, 
1995 and 1994, respectively. The discount rates used in determining the 
accumulated postretirement benefit obligation were 7% and 8% in 1995 and 1994,
respectively, and the health care cost trend rates were 11.25% and 12.75%, 
graded to 5% and 6% over 10 years, in 1995 and 1994, respectively.

The company's share of postretirement benefit costs were approximately $282 and 
$362 for 1995 and 1994, respectively.

The health care cost trend rate assumption has a significant effect on the 
amount reported. To illustrate, increasing the assumed health care cost trend 
rates by one percentage point in each year would increase the postretirement 
benefit obligation of the entire plan as of December 31, 1995 by approximately 
$16,317, and the estimated eligibility cost and interest cost components
of net periodic postretirement benefit cost for 1995 by approximately $2,126.

(17) Reserve Method Change
Effective January 1, 1993 the Company changed from Group Life Disability 
valuation basis on the 1970 Inter-Co. disability Table from 2.5% to 5.0%. In 
addition, the Company changed the Group Long-term Disability valuation basis on 
the 1987 Commissioners' Group Disability Table from 5.5% to 6.5%.



                           Independent Auditors' Report




The Contract Owners of
Liberty Life Assurance Company's
Variable Account K:

We have audited the accompanying statement of assets and liabilities of the sub-
accounts comprising Liberty Life Assurance Company's Variable Account K as of 
December 31, 1995, and the related statements of operations and changes in 
net assets for each of the years, or other periods as applicable, in the 
two-year period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an 
opinion on these financial statements based on our audits.

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

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






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


<TABLE>
                          LIBERTY LIFE ASSURANCE COMPANY
                               VARIABLE ACCOUNT - K
<CAPTION>               Statement of Assets and Liabilities
                                 December 31, 1995

<S>                                                                     <C>
Assets
 Investments at market value: 
  SteinRoe Variable Investment Trust
   Cash Income Fund - 704,868 shares (cost $704,868)                    $  
704,868
   Capital Appreciation Fund - 211,744 shares (cost $3,511,420)          
3,457,775
   Managed Assets Fund - 409,121 shares (cost $5,494,929)                
5,760,419
   Mortgage Securities Income Fund - 368,082 shares (cost $3,885,689)    
3,739,708
   Managed Growth Stock Fund - 71,257 shares (cost $1,443,371)           
1,680,956

  Keyport Variable Investment Trust
   Colonial-Keyport Growth and Income Fund - 119,664 shares
     (cost $1,282,049)                                                   
1,508,967
   Colonial-Keyport Utilities Fund - 197,803 shares (cost $2,011,052)    
2,076,927
   Colonial-Keyport International Fund for Growth - 98,280 shares
     (cost $192,942)                                                       
193,612
   Colonial-Keyport Strategic Income Fund - 31,614 shares (cost $355,804)  
347,442
   Newport-Keyport Tiger Fund - 11,204 shares (cost $25,212)                
25,658
            Total assets                                               
$19,496,332

Net assets
   Variable annuity contracts (note 6)                                 
$19,238,474
   Annuity reserves (note 2)                                               
252,026
   Retained by Liberty Life Assurance Company (note 5)                       
5,832
            Total net assets                                           
$19,496,332
</TABLE>



<TABLE>
                          LIBERTY LIFE ASSURANCE COMPANY
                               VARIABLE ACCOUNT - K
                Statements of Operations and Changes in Net Assets
                 For the periods ended December 31, 1995 and 1994



<CAPTION>                      Cash Income Fund   Capital Appreciation Fund  
Managed Assets Fund
                                 1995      1994       1995        1994      
1995         1994

<S>                          <C>         <C>         <C>         <C>         <C> 
      <C>
Income
  Dividends                  $   54,010  $   52,096  $   29,587  $  361,047  $ 
451,389 $  123,668
Expenses (note 3)   
  Mortality and Expense
    risk and administrative
    charges                      14,172      18,367      50,366      37,586     
63,729     38,800
Net investment income            39,838      33,729     (20,779)    323,461    
387,660     84,868
Realized gain (loss)               -           -         26,355      (2,962)    
30,181       (895)
Unrealized appreciation
  (depreciation) during
  the period                       -           -        326,488    (271,933)   
487,959   (201,413)
Net increase (decrease) in
  net assets from operations     39,838      33,729     332,064      48,566    
905,800   (117,440)

Purchase payments from
  contract owners                57,768   2,138,062     449,730   1,517,610    
396,921  1,287,415 
Transfers between accounts     (441,588)   (981,613)      2,631     391,663  
1,752,337    512,617
Contract terminations and
  annuity payouts              (319,947)   (129,033)   (512,498)   (169,676)  
(368,735)  (292,067)
Other transfers (to) from
  Liberty Life Assurance
  Company                        (1,766)      2,145        -           -         
 -          -
Net increase (decrease) in
  net assets from contract
  transactions                 (705,533)  1,029,561     (60,137)  1,739,597  
1,780,523  1,507,965

Net assets at beginning of
  period                      1,370,563     307,273   3,185,848   1,397,685  
3,074,096  1,683,571

Net assets at end of period  $  704,868  $1,370,563  $3,457,775  $3,185,848 
$5,760,419 $3,074,096
</TABLE>
 
                  See accompanying notes to financial statements

<TABLE>
                          LIBERTY LIFE ASSURANCE COMPANY
                               VARIABLE ACCOUNT - K
           Statements of Operations and Changes in Net Assets, continued
                 For the periods ended December 31, 1995 and 1994


<CAPTION>                     Mortgage Securities      Managed Growth      
Strategic Managed
                                  Income Fund            Stock Fund           
Assets Fund
                                1995       1994       1995        1994      
1995         1994

<S>                          <C>         <C>         <C>         <C>         <C> 
         <C>
Income
  Dividends                  $  201,991  $  145,663  $   90,954  $   63,362  $ 
178,612 $   92,161
Expenses (note 3)   
  Mortality and Expense
    risk and administrative
    charges                      35,114      31,894      19,473      13,305     
16,781     20,821
Net investment income           166,877     113,769      71,481      50,057    
161,831     71,340
Realized gain (loss)            (13,318)    (14,032)      4,957      (1,106)   
(32,728)       398 
Unrealized appreciation
  (depreciation) during
  the period                    147,134    (167,283)    316,567    (113,632)   
101,065    (85,515)
Net increase (decrease) in
  net assets from operations    300,693     (67,546)    393,005     (64,681)   
230,168    (13,777)

Purchase payments from
  contract owners               131,005     129,543     387,886     388,698      
 -       371,567
Transfers between accounts    1,772,609    (170,193)     64,056      75,036 
(1,837,317)   407,203
Contract terminations and
  annuity payouts              (459,682)   (250,297)   (172,425)   (113,970)  
(118,819)   (74,849)
Other transfers (to) from
  Liberty Life Assurance
  Company                          -           -           -           -         
 -          -
Net increase (decrease) in
  net assets from contract
  transactions                1,443,932    (291,047)    279,517     349,764 
(1,956,136)   703,921

Net assets at beginning of
  period                      1,995,083   2,353,676   1,008,434     723,351  
1,725,968  1,035,824

Net assets at end of period  $3,739,708  $1,995,083  $1,680,956  $1,008,434  $   
 -    $1,725,968
</TABLE>
 

                  See accompanying notes to financial statements
<TABLE>
                          LIBERTY LIFE ASSURANCE COMPANY
                               VARIABLE ACCOUNT - K
           Statements of Operations and Changes in Net Assets, continued
                 For the periods ended December 31, 1995 and 1994


<CAPTION>                                          Colonial-Keyport       
Colonial-Keyport
                          Managed Income Fund  Growth and Income Fund    
Utilities Fund
                            1995      1994       1995        1994       1995     
   1994

<S>                          <C>         <C>         <C>         <C>         <C> 
      <C>
Income
  Dividends                  $   22,292  $   30,440  $   50,977  $   22,242  $  
87,293 $  113,585
Expenses (note 3)   
  Mortality and Expense
    risk and administrative
    charges                       4,673       5,526      18,137      11,421     
28,188     29,156
Net investment income            17,619      24,914      32,840      10,821     
59,105     84,429
Realized gain (loss)            (17,936)       (978)        570      (1,193)    
(3,211)   (22,989)
Unrealized appreciation
  (depreciation) during
  the period                     54,726     (44,812)    258,287     (29,485)   
479,794   (317,393)
Net increase (decrease) in
  net assets from operations     54,409     (20,876)    291,697     (19,857)   
535,688   (255,953)

Purchase payments from
  contract owners                   720     170,578     102,994     531,570     
23,398    383,054 
Transfers between accounts     (401,874)      3,606     277,588      78,899   
(110,036)  (307,195)
Contract terminations and
  annuity payouts               (42,850)   (118,183)    (77,001)    (36,843)  
(158,229)  (167,156)
Other transfers (to) from
  Liberty Life Assurance
  Company                          -           -           -           -         
 -          -
Net increase (decrease) in
  net assets from contract
  transactions                 (444,004)     56,001     303,581     573,626   
(244,867)   (91,297)

Net assets at beginning of
  period                        389,595     354,470     913,689     359,920  
1,786,106  2,133,356

Net assets at end of period  $     -     $  389,595  $1,508,967  $  913,689 
$2,076,927 $1,786,106

</TABLE>


                  See accompanying notes to financial statements
<TABLE>

                          LIBERTY LIFE ASSURANCE COMPANY
                               VARIABLE ACCOUNT - K
           Statements of Operations and Changes in Net Assets, continued
                 For the periods ended December 31, 1995 and 1994


<CAPTION>                                        Colonial-Keyport
                           Colonial-Keyport        International       
Colonial-Keyport
                          U.S. Government Fund    Fund for Growth*   Strategic
Income Fund**
                            1995      1994       1995        1994           1995

<S>                          <C>         <C>         <C>         <C>          
<C>
Income
  Dividends                  $   67,205  $   79,702  $    1,952  $     -       $ 
 17,720 
Expenses (note 3)   
  Mortality and Expense
    risk and administrative
    charges                      14,975      19,105       2,911       1,034      
  1,101 
Net investment income            52,230      60,597        (959)     (1,034)     
 16,619
Realized gain (loss)            (44,909)       (267)      2,047        (105)     
     51  
Unrealized appreciation
  (depreciation) during
  the period                    118,297     (94,143)      8,712      (8,041)     
 (8,362)
Net increase (decrease) in
  net assets from operations    125,618     (33,813)      9,800      (9,180)     
  8,308

Purchase payments from
  contract owners                   960     439,864      25,390     112,409      
   -    
Transfers between accounts   (1,415,016)   (102,489)    (29,407)     90,444      
345,654
Contract terminations and
  annuity payouts               (71,579)   (137,449)     (1,770)     (4,074)     
 (6,520)
Other transfers (to) from
  Liberty Life Assurance
  Company                          -           -           -           -         
   -    
Net increase (decrease) in
  net assets from contract
  transactions               (1,485,635)    199,926      (5,787)    198,779      
339,134

Net assets at beginning of
  period                      1,360,017   1,193,904     189,599        -         
   -   

Net assets at end of period  $     -     $1,360,017  $  193,612  $  189,599    $ 
347,442
 
</TABLE>

                          *  Commencement of operations - May 2, 1994

                          ** Commencement of operations - October 13, 1995

                  See accompanying notes to financial statements

<TABLE>
                          LIBERTY LIFE ASSURANCE COMPANY
                               VARIABLE ACCOUNT - K
           Statements of Operations and Changes in Net Assets, continued
                 For the periods ended December 31, 1995 and 1994


<CAPTION>                   Newport-Keyport
                             Tiger Fund***              Total            Total
                                1995                    1995             1994

<S>                             <C>               <C>               <C>
Income
  Dividends                     $       223       $ 1,254,205       $ 1,083,967
Expenses (note 3)   
  Mortality and Expense
    risk and administrative
    charges                              11           269,631           227,015
Net investment income                   212           984,574           856,952
Realized gain (loss)                   -              (47,941)          (44,129)
Unrealized appreciation
  (depreciation) during
  the period                            446         2,291,113        (1,333,650)
Net increase (decrease) in
  net assets from operations            658         3,227,746          (520,827)

Purchase payments from
  contract owners                      -            1,576,772         7,470,370
Transfers between accounts           25,00              4,637            (2,022)
Contract terminations and
  annuity payouts                      -           (2,310,055)       (1,493,697)
Other transfers (to) from
  Liberty Life Assurance
  Company                              -               (1,766)            2,145
Net increase (decrease) in
  net assets from contract
  transactions                       25,000          (730,412)        5,976,796

Net assets at beginning of
  period                               -           16,998,998        11,543,029

Net assets at end of period     $    25,658       $19,496,332       $16,998,998
</TABLE>
 

                       *** Commencement of operations - October 13, 1995

                  See accompanying notes to financial statements


                         LIBERTY LIFE ASSURANCE COMPANY
                              VARIABLE ACCOUNT - K
                                        
                          Notes to Financial Statements
                                December 31, 1995
                                        
1.  Organization

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

There are currently two funding vehicles available to the Variable Account, the
SteinRoe Variable Investment Trust ("SRVIT") and the Keyport Variable Investment
Trust ("KVIT").  There are currently eleven available sub-accounts within the
Variable Account to which contract funds may be allocated.  The Colonial-Keyport
International Fund for Growth was made available to contractholders on May 2,
1994.  The Colonial-Keyport Strategic Income Fund, the Colonial-Keyport U.S.
Fund for Growth, and the Newport-Keyport Tiger Fund were made available to
contractholders on October 13, 1995.  As of December 31, 1995, no 
contractholders were invested in the Colonial-Keyport U.S. Fund for Growth.

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.

2.  Significant Accounting Policies

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

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

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

The operations of the Variable Account are included in the federal income tax
return of the Company, which is taxed as a Life Insurance Company under the
provisions of the Internal Revenue Code.

3.  Expenses

There are no deductions made from purchase payments for sales charges at the
time of purchase.  In the event of a contract termination, a contingent deferred
sales charge, based on a graded table of charges, is deducted. An annual 
contract maintenance charge to cover the cost of contract administration is 
deducted from each contractholder's account on the contract anniversary date. 
Daily deductions are made from each sub-account for assumption of mortality and 
expense risk fees at an 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.

4.  Affiliated Company Transactions

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

5.  Amounts Retained by Liberty Life Assurance Company

If a contractholder's financial transaction is not executed on the appropriate
investment date, a correcting buy or sell of shares is required by the Company
in order to make the contractholder whole.  The resulting risk of a gain or loss
has no effect on the contractholder's account and is fully assumed by the 
Company.  Amounts retained by the Company are invested in the Variable Account 
for this purpose.

6.  Unit Values

A summary  of the accumulation unit values at December 31, 1995 and 1994 and the
accumulation units  and dollar value outstanding at December 31, 1995 are as 
follows:
<TABLE>
<CAPTION>                                          1994                          
    1995
                                                Unit          Unit
                                                Value         Value        
Units       Dollars

<S>                                            <C>         <C>          <C>      
   <C>
Cash Income Fund                               $12.322293  $12.833324   
54,470.3563 $   699,036

Cash Income Fund-Dollar Cost Averaging          11.422977   12.062817         -  
         -

Capital Appreciation Fund                       21.192232   23.356516  
142,813.0207   3,335,615

Managed Assets Fund                             15.070997   18.649799  
307,462.6743   5,734,117

Mortgage Securities Income Fund                 14.103610   16.098763  
232,297.8655   3,739,708

Managed Growth Stock Fund                       16.769681   22.779503   
70,418.8723   1,604,107

Strategic Managed Assets Fund                   16.345229        -            -  
         -

Managed Income Fund                             10.083378        -            -  
         -

Colonial-Keyport Growth and Income Fund         10.205214   13.097361  
113,171.7768   1,482,252

Colonial-Keyport Utilities Fund                  8.625030   11.496571  
180,656.1778   2,076,927

Colonial-Keyport U.S. Government Fund            9.804679        -            -  
         -

Colonial-Keyport International Fund for Growth   9.314037    9.723230   
19,912.2860     193,612

Colonial-Keyport Strategic Income Fund              -       11.684000   
29,736.5460     347,442

Newport-Keyport Tiger Fund                          -       11.445356    
2,241.7737      25,658

                                                                     
1,153,181.3494 $19,238,474
</TABLE>



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