VARIABLE ACCOUNT K OF LIBERTY LIFE ASSURANCE CO OF BOSTON
485BPOS, 1997-05-19
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      As Filed with the Securities and Exchange Commission on May 1, 1997
    
                                        Registration No. 33-41122
                                                         811-6329
============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM N-4

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                 Pre-Effective Amendment No.                [ ]

   
                 Post-Effective Amendment No. 9             [X]
    

                                 and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   
                Amendment No.  10                           [X]

    
                              Variable Account - K
                           (exact name of Registrant)

                    Liberty Life Assurance Company of Boston
                              (Name of Depositor)

               175 Berkeley Street,  Boston, Massachusetts 02117
        (Address of Depositor's Principal Executive Offices)  (Zip Code)

        Depositor's Telephone Number, including Area Code:  617-357-9500

                              Lee W. Rabkin, Esq.
                    Liberty Life Assurance Company of Boston
                              175 Berkeley Street
                                Boston, MA 02117
                    (Name and Address of Agent for Service)

                       Copies to:  James J. Klopper, Esq.
                         Keyport Life Insurance Company
                          125 High Street, 13th Floor
                                Boston, MA 02110

Approximate  Date of Proposed Public Offering:  As soon as practicable  after
the effective date of this Registration Statement.

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

Registrant has registered an indefinite number or amount of securities  under
the  Securities Act of 1933 pursuant to Investment Company Act Rule 24f-2 (17
CFR  270.24f-2) and the Rule 24f-2 Notice for Registrant's fiscal  year  1996
was filed on February 28, 1997.
    
=============================================================================
=

Exhibit List on Page ____

                       CONTENTS OF REGISTRATION STATEMENT




                                The Facing Sheet

                               The Contents Page

                             Cross-Reference Sheet


                                     PART A

                                   Prospectus


                                     PART B

                      Statement of Additional Information


                                     PART C

                                 Items 24 - 32

                                 The Signatures

                                    Exhibits






                              VARIABLE ACCOUNT - K

                    LIBERTY LIFE ASSURANCE COMPANY OF BOSTON

                       CROSS REFERENCE TO ITEMS REQUIRED
                                  BY FORM N-4

N-4 Item       Caption in Prospectus

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

                    Caption in Statement of Additional Information

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




                                     PART A

                    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. Stock Fund ("CKUSF"); 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, 1997
    

                               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 1996 and the examples should  not  be
considered a representation of future expenses.
    

Contract Owner Transaction Expenses

Sales Load Imposed on Purchases:                            0%
Maximum Contingent Deferred Sales Charge
  (as a percentage of purchase payments):                   7%1

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

Maximum Total Contract Owner Transaction Expenses2
  (as a percentage of purchase payments):                   7%

Annual Contract Fee                                         $36

Variable Account Annual Expenses
(as a percentage of average net assets)

Mortality and Expense Risk Charge:                          1.25%
Asset-based Sales Charge:                                    .15%
Total Variable Account Annual Expenses                      1.40%

          SteinRoe Trust and Keyport Trust Annual Expenses3,4
          (as a percentage of average net assets)

                  Management      Other             Total Fund
     Fund           Fees        Expenses        Operating Expenses
   
     CIF            .50%            .15%                    .65%
     MSIF           .55             .15                .70 (.72)4
     CKGIF          .65             .14                .79
     CKSIF          .65             .15                .80 (.86%)3
     MAF            .60             .07                .67
     CKUF           .65             .16                .81
     MGSF           .65             .08                .73
     CKUSF          .80             .15                .95
     CAF            .65             .10                .75
     CKIFG          .90             .50               1.40
     NKTF           .90             .37               1.27
    

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          $ 155          $ 303
MSIF             92             120            157            309
CKUSF            94             127            171            341
CKGIF            93             123            163            321
MAF              92             119            156            305
CKSIF            93             123            163            322
CKUF             93             123            164            323
MGSF             92             121            159            313
CAF              93             122            162            319
CKIFG            99             141            196            396
NKTF             98             137            189            381
    

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           $ 125           $ 303
     MSIF             22             71             127             309
     CKUSF            24             79             141             341
     CKGIF            23             74             133             321
     MAF              22             70             126             305
     CKSIF            23             74             133             322
     CKUF             23             74             134             323
     MGSF             22             71             129             313
     CAF              22             72             130             319
     CKIFG            29             93             166             396
     NKTF             28             89             159             381
    

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 4/30/98 to reimburse all expenses,
including  management  fees,  in excess of the following  percentage  of  the
average  annual net assets of each Fund, so long as such reimbursement  would
not  result  in  the  Fund's inability to qualify as a  regulated  investment
company under the Internal Revenue Code: .80% for CKSIF; 1.75% for CKIFG  and
NKTF, and 1.00% for  CKUF, CKGIF and CKUSF. For CKSIF, the .80% shown in  the
table is after expense reimbursement and the .86% shown in the parentheses is
what the total would have been in the absence of expense reimbursement.

4SteinRoe  Trust's adviser has voluntarily agreed until 4/30/98 to  reimburse
all   expenses,  including  management  fees,  in  excess  of  the  following
percentage  of the average annual net assets of each Fund, so  long  as  such
reimbursement  would  not  result in the Fund's inability  to  qualify  as  a
regulated investment company under the Internal Revenue Code: .65%  for  CIF;
 .70% for MSIF; .75% for MAF; .80% for  MGSF and CAF. For MSIF, the .70% shown
in  the  table  is  after expense reimbursement and the  .72%  shown  in  the
parentheses  is  what  the total would have been in the  absence  of  expense
reimbursement.
    

5The  annuity is designed for retirement planning purposes. Surrenders  prior
to  the  Income  Date are not consistent with the long-term purposes  of  the
Contract and the applicable tax laws.

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 the making 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 Values*

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

   
Cash Income               $12.833          $13.288         64,556      1996
Fund   ("CIF")             12.322           12.833         54,470      1995
    
                           12.036           12.322        110,638      1994
                           11.883           12.036         19,344      1993

   
Mortgage Securities        16.099           16.621        162,281      1996
    
Income Fund                14.104           16.099        232,298      1995
("MSIF")                   14.529           14.104        141,459      1994
                           13.930           14.529        161,996      1993

   
Colonial-Keyport           13.097           15.214        134,025      1996
    
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             18.650           21.264        351,846      1996
    
Fund ("MAF")               15.071           18.650        307,463      1995
                           15.785           15.071        202,386      1994
                           14.644           15.785        106,655      1993

   
Colonial-Keyport           11.497           12.077        149,283      1996
    
Utilities Fund              8.625           11.497        180,656      1995
("CKUF")                    9.747            8.625        207,084      1994
                           10.000            9.747        218,876      1993

   
Managed Growth             22.780           27.242         98,750      1996
    
Stock Fund  ("MGSF")       16.770           22.780         70,419      1995
                           18.158           16.770         60,134      1994
                           17.451           18.158         39,837      1993

   
Capital Appreciation       23.357           29.237        160,317      1996
    
Fund ("CAF")               21.192           23.357        142,813      1995
                           21.236           21.192        149,229      1994
                           15.765           21.236         65,816      1993

   
Colonial-Keyport
Strategic Income           11.684           12.642         41,378      1996
    
Fund ("CKSIF")             10.000           11.684         29,737      1995

   
Colonial-Keyport
U.S.  Stock Fund           13.263           15.935          9,787      1996
("CKUSF")                  10.000           13.263              0      1995
    
               Available in 1995 but no accumulation units were purchased.

   
Colonial-Keyport            9.723           10.075         31,533     1996
    
International Fund          9.314            9.723         19,912     1995
for Growth ("CKIFG")       10.000            9.314         20,356     1994

   
Newport-Keyport            11.445           12.555         26,389     1996
    
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,  CKUSF  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 Deferred Sales 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 company.
    

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 replacing an existing life insurance  or  annuity
policy  that  was  issued  by either Liberty Life or  an  affiliated  company
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. Stock Fund ("CKUSF")                CKUSF 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. 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  investment primarily in mortgage-
                                   backed securities.


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

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

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

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     diversifying
                                             investments  primarily  in  U.S.
                                             and  foreign government and high
                                             yield, high risk corporate  debt
                                             securities. The Fund may  invest
                                             a  substantial  portion  of  its
                                             assets in high yield, high  risk
                                             bonds  (commonly referred to  as
                                             "junk bonds").

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

   
Colonial-Keyport U.S. Stock Fund
(CKUSF Sub-Account)                          Growth
                                             exceeding over time the S&P  500
                                             Index  (Standard  &  Poor's  500
                                             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. 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.
    

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,  CKUSF
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  investment return. The total dollar amount of each variable  annuity
payment  will be equal to: (a) the sum of all Sub-Account payments; less  (b)
the  pro-rata amount of the annual Contract Maintenance Charge. A  payee  can
instruct 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. A trust or other entity owning
a  Non-Qualified Contract other than as an agent for an individual  is  taxed
differently; increases in the value of a contract are taxed yearly whether or
not a distribution occurs.

Surrenders, Assignments and Gifts. A Contract Owner who fully surrenders  his
or  her  Contract is taxed on the portion of the payment that exceeds his  or
her  cost basis in the Contract. For Non-Qualified Contracts, the cost  basis
is  generally  the amount of the purchase payments made for the Contract  and
the taxable portion of the surrender payment is taxed as ordinary income. For
Qualified Contracts, the cost basis is generally zero and the taxable portion
of  the  surrender payment is generally taxed as ordinary income  subject  to
special  5-year  income averaging for lump-sum distributions received  before
January  1,  2000.  A Designated Beneficiary receiving a lump  sum  surrender
benefit after the death of the Annuitant or Owner is taxed on the portion  of
the  amount that exceeds the Contract Owner's cost basis in the Contract.  If
the  Designated Beneficiary elects to receive annuity payments within 60 days
of the decedent's death, different tax rules apply. See "Annuity Payments" 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 that is  allocated  to
variable  payments by the total number of expected payments  while  the  non-
taxable  portion of each fixed annuity payment is determined by an "exclusion
ratio"  formula  which  establishes the ratio that  the  cost  basis  of  the
Contract  that  is  allocated to fixed payments 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
instrumentalities  of such governments. The Contract can be  used  with  such
plans. Under such plans, a participant may specify the form of investment  in
which  his  or her participation will be made. However, all such  investments
are owned by and subject to the claims of general creditors of the sponsoring
employer.

                        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                                           5
  Average Annual Total Return for a Contract that is
  Surrendered and for a Contract that Continues                  6
  Change in Accumulation Unit Value                              8
  Yields for CIF Sub-Account                                     9
Financial Statements                                             11
  Liberty Life Assurance Company of Boston                       11
  Variable Account-K                                             37
    
                                  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 LOGO]
    
                         NEW YORK PREFERRED ADVISOR
                                 PROSPECTUS
   
                                 MAY 1, 1997
    



                               Distributed by:
                      Keyport Financial Services Corp.
                   125 High Street, Boston, MA 02110-2712
   
                               [LIBERTY LOGO]
    
                                 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 5/97
    


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










                                     PART B


                      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, 1997.  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                                           5
  Average Annual Total Return for a Contract that is Surrendered
      and for a Contract that Continues                          6
  Change in Accumulation Unit Value                              8
  Yield for CIF Sub-Account                                      9
Financial Statements                                             11
  Liberty Life Assurance Company of Boston                       11
  Variable Account - K                                           37
    




   
      The date of this statement of additional information is May 1, 1997.

    

LIFE1997.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  company.   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: CKUSF - $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 Assurance Company of Boston at
December 31, 1996, and for the year then ended, and the financial statements
of Liberty Life Assurance Company of Boston-Variable Account K as of December
31, 1996 and for the year then ended appearing in this Statement of
Additional Information have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon appearing elsewhere herein,
and are included in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.

     The financial statements of Liberty Life Assurance Company of Boston as
of December 31, 1995 and for each of the years in the two-year period ended
December 31, 1995 included herein, and the financial statements of Liberty
Life Assurance Company of Boston - Variable Account K for the year, or other 
period as applicable, ended December 31, 1995  have been included herein 
in reliance on the report of KPMG Peat Marwick LLP, independent certified 
public accountants, and upon the authority of said firm as experts in 
accounting and auditing.
    

                             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, 1996.  The results shown in this section are not an estimate  or
guarantee  of future investment performance, and do not represent the  actual
experience of amounts invested by a particular Contract Owner.

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 12/31/96            Still in force on 12/31/96
  Hypothetical $1,000 Purchase Payment* Hypothetical $1,000 Purchase Payment*

               Length of Investment Period   Length of Investment Period

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

MSIF           -2.35%      3.73% (1/1/93)      3.22%          4.62% (1/1/93)

MAF              7.96      8.96  (1/1/93)     13.96           9.73  (1/1/93)

MGSF            13.54     10.87  (1/1/93)     19.54          11.59  (1/1/93)

CAF             19.12     15.83  (1/1/93)     25.12          16.47  (1/1/93)

CKUF            -0.66      4.54  (7/13/93)     5.01           5.57  (7/13/93)

CKSIF            2.32      9.95  (10/13/95)    8.17           8.82  (10/13/95)

CKGIF           10.13     12.07  (7/23/93)    16.13          12.94  (7/23/93)

CKIFG           -2.00     -1.45   (5/3/94)     3.60           0.26  (5/3/94)

CKUSF            N/A      13.96**(1/05/96)    N/A            20.96**(1/05/96)

NKTF             3.77      6.34  (12/18/95)    9.69          12.12  (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*
Sub-   Value Since 1/1/89*
Account            1989   1990   1991    1992   1993   1994   1995   1996
MSIF        6.82%  11.40%  7.59% 12.90%  4.49%  4.79%  -2.93% 14.15%   3.24%

MAF        10.98   21.10  -2.11  26.17   6.04   7.78   -4.52  23.75   10.98

MGSF       14.70   29.64  -3.04  45.98   5.16   3.52   -7.64  35.84   19.59

CAF        15.95   29.39 -10.29  35.36  12.90  33.80   -0.21  10.21   25.18

CKUF        5.59                               -2.53**-11.51  33.29    5.04

CKSIF      21.20                                              16.84**  8.20

CKGIF      12.96                                4.26** -2.12  28.34   16.16

CKIFG       0.28                                       -6.86** 4.39    3.61

CKUSF      20.96                                                      20.96**

NKTF       24.50                                              14.45**  9.70
    

*  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 NKTF - 12/18/95 and CKUSF - (1/5/96).

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 12/31/96, the yield for the CIF Sub-Account  was
3.70% and the effective yield was 3.77%.






                       Report of Independent Auditors




The Board of Directors
Liberty Life Assurance Company of Boston

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

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

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






February 28, 1997                                 /s/ Ernst & Young LLP
Boston, Massachusetts




                        Independent Auditors' Report




The Board of Directors
Liberty Life Assurance Company of Boston:

We  have  audited  the accompanying balance sheet of Liberty  Life  Assurance
Company  of  Boston  as of December 31, 1995, and the related  statements  of
income, stockholders' equity, and cash flows for each of the years in the two-
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 the results of its operations
and  its cash flows for each of the years in the two-year period then  ended,
in conformity with generally accepted accounting principles.



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







                    Liberty Life Assurance Company of Boston

                                 Balance Sheets

                                                         December 31
                                                       1996      1995
                                                       (In Thousands)
Assets
Investments:
  Fixed maturities, available for sale            $1,737,187  $1,522,447
  Equity securities, available for sale                4,122       4,191
  Policy loans                                        45,345      40,672
  Short-term investments                              78,715     121,471
  Other invested assets                               38,281      32,339
Total investments                                  1,903,650   1,721,120

Cash and cash equivalents                             34,372      64,801
Amounts recoverable from reinsurers                   48,800      36,919
Premiums receivable                                    8,421       4,974
Investment income due and accrued                     20,820      17,275
Deferred policy acquisition costs                     77,424      62,762
Other assets                                           7,050       7,545
Assets held in separate accounts                   1,097,040     899,519

Total assets                                      $3,197,577  $2,814,915

Liabilities and Stockholders' Equity:
Liabilities:
  Future Policy benefits                          $  936,842  $  809,042
  Policyholders' and beneficiaries' funds            548,153     441,619
  Policy and contract claims                          30,394      19,344
  Dividends to policyholders                          12,919      12,309
  Experience rating refund reserves                    2,400       1,190
  Liability for participating policies                68,504      65,256
  Federal income taxes payable                           542          -
  Deferred federal income taxes                       73,973      93,158
  Due to Parent                                        8,907       9,334
  Accrued expenses and other liabilities             117,144     191,894
  Liabilities related to separate accounts         1,097,040     899,519
Total liabilities                                  2,896,818   2,542,665

Stockholders' equity:
  Common stock, $312.50 par value; 8,000
     shares authorized, issued and outstanding         2,500       2,500
  Additional paid-in capital                          52,500       2,500
  Net unrealized gains on investments,
    net of federal income taxes of $43,793
    and $66,391                                       81,330     122,875
  Cumulative foreign currency translations,
    net of federal income taxes of $612 and $515       1,139         957
Retained earnings                                    163,290     143,418

Total stockholders' equity                           300,759     272,250

Total liabilities and stockholders' equity        $3,197,577  $2,814,915

See accompanying notes to financial statements.

                    Liberty Life Assurance Company of Boston

                              Statements of Income

                                             Year Ended December 31
                                             1996      1995      1994
                                                (In Thousands)
Revenues:
  Premiums, net                              $283,965  $197,017  $130,606
  Net investment income                       122,527   108,721    97,022
  Realized gains on investments                 6,722     5,091     3,043
  Contractholder charges and assessments        5,759     5,428     4,943
  Other revenues                                4,469     4,323     3,776
Total revenues                                423,442   320,580   239,390

Benefits and expenses:
  Death and other policy benefits             173,281   126,029   110,158
  Recoveries from reinsurers on ceded claims  (11,454)  (10,489)   (5,858)
  Provision for future policy benefits and
   other policy liabilities                   121,347    88,903    41,609
  Interest credited to policyholders           32,252    27,527    18,347
  Change in deferred policy acquisition
    costs                                     (15,247)  (11,101)   (9,921)
  General expenses                             69,926    52,555    38,381
  Insurance taxes and licenses                  6,956     4,997     3,550
  Dividends to policyholders                   12,610    12,277    11,671
Total benefits and expenses                   389,671   290,698   207,937

Income from continuing operations before
  federal income taxes and earnings of
  participating policies                       33,771    29,882    31,453
Federal income taxes                           10,327    10,782    11,003
Income from continuing operations before
  earnings of participating policies           23,444    19,100    20,450

Earnings of participating policies net
  of federal income tax benefit of $2,514
  in 1996, $2,581 in 1995 and $835 in 1994      3,247     3,397     1,545

Income from continuing operations              20,197    15,703    18,905

Discontinued operations:
  Loss from operations on discontinued
  group health, net of federal income
  (benefits) taxes of ($175) in 1996,         ($1,236)
  in 1995 and $100 in 1994                       (325)   (2,267)       24

Net income                                   $ 19,872  $ 13,436  $ 18,929

See accompanying notes to financial statements.
                                      
                    Liberty Life Assurance Company of Boston
                                      
                         Statements of Stockholders' Equity

                    Years Ended December 31, 1996, 1995 and 1994
                                   (In Thousands)

                                        Net
                                    Unrealized  Cumulative
                         Additional  Gains      Foreign
                   Common Paid-In  (losses) on  Currency    Retained
                   Stock  Capital  Investments Translations Earnings  Total

Balance at
 January 1, 1994    $2,500  2,500    105,774     203     111,053  $222,030

Net income                                                18,929    18,929

Net unrealized
gains (losses) on
investments, net
of deferred
federal income
taxes of ($425)                      (93,500)                      (93,500)

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


Balance at
 December 31, 1994   2,500  2,500     12,274     463     129,982   147,719

Net income                                                13,436    13,436

Net unrealized
gains (losses) on
investments, net
of deferred
federal income
taxes of ($59,758)                   110,601                       110,601

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

Balance at
 December 31, 1995   2,500  2,500    122,875     957     143,418   272,250

Additional Paid-In
  Capital                  50,000                                   50,000

Net income                                                19,872    19,872

Net unrealized
gains (losses) on
investments, net
of deferred
federal income
taxes of $22,598                     (41,545)                      (41,545)

Cumulative foreign
currency translations,
net of deferred federal
income taxes
of ($97)                                           182                  182

Balance at
 December 31, 1996  $2,500 52,500     81,330     1,139   163,290   $300,759

See accompanying notes to financial statements.


                    Liberty  Life Assurance Company of Boston

                              Statements of Cash Flows

                                                Years ended December 31
                                             1996         1995        1994
                                                       (In Thousands)
Cash flows from operating activities:
 Premiums collected                        $ 280,613   $ 197,607 $ 127,716
 Investment income received                   98,899      89,412    80,817
 Other considerations received                10,331       9,421    22,599
 Policyholder claims paid                   (124,297)    (96,494) (123,676)
 Surrender benefits paid                     (33,748)     (5,927)   (5,317)
 Policyholder dividends paid                 (12,008)    (11,685)  (11,081)
 General expenses paid                       (67,834)    (56,736)  (41,915)
 Insurance taxes and licenses paid            (3,959)     (6,000)   (6,346)
 Federal income taxes paid, including
   capital gains taxes                        (5,858)    (12,878)   (4,897)
 Intercompany net receipts                      (426)      9,201   (16,620)
 Other receipts (payments)                    12,218      (2,782)   (6,904)
Net cash flows provided by operating
   activities                                153,931     113,139    14,376

Cash flows from investing activities:
 Proceeds from fixed maturities sold         128,493      41,763    66,835
 Proceeds from fixed maturities matured       91,292      75,084   124,347
 Cost of fixed maturities acquired          (480,206)   (224,725) (315,121)
 Proceeds from equity securities sold        125,997      87,449    45,632
 Cost of equity securities acquired         (122,197)    (86,390)  (45,898)
 Change in policy loans                       (4,673)     (4,087)   (3,827)
 Investment cash in transit                      126        (182)       34
 Proceeds from short-term investments
    sold or matured                          833,144     485,257   902,371
 Cost of short-term investments acquired    (790,040)   (566,870) (879,643)
 Proceeds from other long-term investments
    sold                                       5,997       4,320     2,657
 Cost of other long-term investments
    acquired                                  (6,904)    (13,427)   (5,772)
Net cash used in investing activities       (218,971)   (201,808) (108,385)

Cash flows from financing activities:
 Additional paid-in capital                   50,000         -         -
 Policyholders' deposits on investment
    contracts                                139,579      62,019   124,565
 Policyholders' withdrawals from
    investment contracts                     (65,343)    (62,314)  (30,608)
 Change in securities loaned                 (89,625)    148,710    93,957

Net cash provided by financing activities     34,611     148,415       (52)

Change in cash and cash equivalents          (30,429)     59,746     5,107
Cash and cash equivalents,
  beginning of year                           64,801       5,055

Cash and cash equivalents, end of year     $  34,372   $  64,801 $   5,055

Reconciliation of net income to net cash
   flows from operating activities:
Net income                                 $  19,872   $  13,436 $  18,929

Adjustments to reconcile net income to
  net cash flows from operating
  activities:
   Realized capital gains on investments      (6,722)     (5,091)   (3,211)
   Accretion of bond discount                (20,271)    (17,822)  (16,297)
   Interest credited to policyholders         32,252      27,543    18,347
   Changes in assets and liabilities:
     Proceeds from securities loaned          89,625    (148,710)      -
     Amounts recoverable from reinsurers     (11,881)      4,897   (16,735)
     Premiums receivable                      (3,447)        413      (418)
     Investment income due and accrued        (3,545)     (1,409)   (1,336)
     Deferred policy acquisition costs       (15,247)    (10,888)   (9,921)
     Other assets                                495       1,354    (1,846)
     Future policy benefits                  127,800      88,924    45,660
     Policy and contract claims               11,050      (1,523)     (494)
     Dividends to policyholders                  610         567       590
     Experience rating refund liabilities      1,210        (510)      550
     Liability for participating policies      3,248       3,397     1,544
     Federal income taxes payable                542      (5,830)    4,643
     Deferred federal income taxes             3,805       3,235     1,563
     Due to Parent                              (427)      9,201   (16,620)
     Accrued expenses and other liabilities  (75,038)    151,955    (5,454)

Net cash flows provided by
     operating activities                  $ 153,931   $ 113,139 $  14,376


See accompanying notes to financial statements.

                    Liberty  Life Assurance Company of Boston

                         Notes to Financial Statements

                        December 31, 1996, 1995 and 1994
                                 (In Thousands)

1.   Nature of Operations and Significant Accounting Policies

Organization

Liberty Life Assurance Company of Boston ("The Company") is domiciled in  the
Commonwealth of Massachusetts. The Company is directly owned 100% by  Liberty
Mutual Property-Casualty Holding Corporation, a subsidiary 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. The Company is licensed and sells its
products in all 50 states, the District of Columbia, and Canada.

Basis of Presentation

The  accompanying financial statements have been prepared in accordance  with
generally  accepted  accounting  principles.  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
year. Actual amounts could subsequently differ from such estimates.

Investments

Fixed maturity and equity securities are classified as available for sale and
are  carried at fair value. Unrealized gains and losses on fixed maturity and
equity  securities  are  reported as a separate  component  of  stockholders'
equity, net of applicable deferred income taxes.

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

Short-term investments include investments with maturities of less  than  one
year at the date of acquisition.

Other invested assets, specifically investments in limited partnerships,  are
accounted for using the equity method.

Policy loans are reported at unpaid loan balances.

Realized   capital  gains  and  losses  are  determined   on   the   specific
identification basis.

Deferred Policy Acquisition Costs

Policy  acquisition costs are the costs of acquiring new business which  vary
with,  and  are  primarily related to, the production of new  business.  Such
costs  include commissions, costs of policy underwriting, and variable agency
expenses. Acquisition costs related to traditional life insurance and certain
long-duration group accident and health insurance, to the extent  recoverable
from  future  policy revenues, are deferred and amortized over  the  premium-
paying period of the related policies using assumptions consistent with those
used  in computing policy benefit reserves. For universal life insurance  and
investment  products,  to the extent recoverable from future  gross  profits,
deferred  policy acquisition costs are amortized generally in  proportion  to
the  present  value  of  expected gross profits from  surrender  charges  and
investment, mortality, and expense margins. Deferred policy acquisition costs
are  adjusted  for amounts relating to unrealized gains and losses  on  fixed
maturity  and  equity securities the Company has designated as available  for
sale.  This  adjustment,  net of tax, is included  with  the  change  in  net
unrealized  gains  or  losses  that  is  credited  or  charged  directly   to
stockholders'  equity. Deferred policy acquisition costs have  decreased  for
this   adjustment  by  $585  and  $2,834  at  December  31,  1996  and  1995,
respectively.

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

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.

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  5.75%  and
6.3% in 1996 and between 6.3% and 6.5% in 1995 and 1994.

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 5.35% and 7.05%  in  1996,
between  5.6%  and  7.25% in 1995, and between 5.0% and  5.25%  in  1994  for
annuity  contracts. Credited interest rates were between 6.2%  and  11.4%  in
1996, 1995 and 1994 for structured settlement contracts.

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  6.2% 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  adjusted  for  the  Company's
experience.

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 statement of income in the year the  claims
are settled.

Reinsurance

All  assets  and  liabilities  related to  reinsurance  ceded  contracts  are
reported   on  a  gross  basis  in  the  accompanying  balance  sheets.   The
accompanying   statements  of  operations  reflect  premiums,  benefits   and
settlement expenses net of reinsurance ceded.

Reinsurance  premiums,  commissions,  expense  reimbursements,  benefits  and
reserves  related to reinsured business are accounted for on bases consistent
with  those used in accounting for original policies issued and the terms  of
the reinsurance contracts.

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 those temporary 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  includes
the enactment date.

Participating Policies

Participating policies approximate 33% and 35% of life insurance in force  at
December 31, 1996 and 1995, respectively, and 18% and 56% of individual  life
insurance  premium  revenue  in  1996 and 1995,  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.

Foreign Currency Translations

The  Company  enters  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.

Separate Accounts

Separate account assets and liabilities reported in the accompanying  balance
sheets  represent  funds  that are separately administered,  principally  for
annuity contracts, and for which the contractholder, rather than Liberty Life
Assurance,  bears the investment risk. Separate account contractholders  have
no claim against the assets of the general account of Liberty Life Assurance.
Separate account assets are reported at market value. The operations  of  the
separate  accounts are not included in the accompanying financial statements.
Fees  charged on separate account policyholder deposits are included in other
income.

Reclassification

Certain  1995 balances have been reclassified to permit comparison  with  the
1996 presentation.

2.   Investments

Fixed Maturities

The  amortized  cost, gross unrealized gains and losses, and  fair  value  of
investments in fixed maturities are summarized as follows:

                                              December 31, 1996
                                              Gross       Gross
                                 Amortized  Unrealized  Unrealized   Fair
                                    Cost      Gains      Losses     Value
U.S. Treasury securities and
   obligations of U.S government
   corporations and agencies      $ 408,214  $ 86,080  $ (1,195) $  493,099
Debt securities issued by
   foreign governments               24,762        87      (256)     24,593
Corporate securities                614,901    29,667    (3,864)    640,704
U.S. government guaranteed
   mortgage-backed securities       567,343    16,402    (4,954)    578,791

Total fixed maturities           $1,615,220  $132,236  $(10,269) $1,737,187

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

The  amortized  cost  and  fair value of the Company's  investment  in  fixed
maturities by contractual maturity is summarized as follows:

                                                   At December 31, 1996
                                                Amortized          Fair
                                                  Cost             Value
  Maturity in one year or less                  $   29,651      $   30,279
  Maturity after one year through five years       169,258         172,798
  Maturity after five years through ten years      313,404         335,973
  Maturity after ten years                         535,564         619,346
  U.S. government guaranteed mortgage-
    backed securities                              567,343         578,791

Total fixed maturities                          $1,615,220      $1,737,187

The  expected  maturities in the foregoing table may differ from  contractual
maturities  because certain borrowers may have the right to  call  or  prepay
obligations with or without call or prepayment penalties.

Gross  gains  of $1,462 and $811, and gross losses of $1,411, and  $445  were
realized on the sales of fixed maturities respectively.

At  December 31, 1996, bonds with an admitted asset value of $14,232 were  on
deposit with state insurance departments to satisfy regulatory requirements.

Equity Securities and Other Invested Assets

Unrealized  gains  and losses on investments in equity securities,  available
for  sale  and other invested assets are recorded in a separate component  of
stockholders' equity and do not affect operations. The cost, gross unrealized
gains  and losses on, and the fair value of, those investments are summarized
as follows:

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

Equity securities        $ 3,098   $ 1,241   $  (217)  $ 4,122
Other invested assets     32,729     6,462      (910)   38,281

Total                    $35,827   $ 7,703   $(1,127)  $42,403

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

Equity securities        $ 3,086   $ 1,105        --   $ 4,191
Other invested assets     28,874     4,045   $  (580)   32,339
Total                    $31,960   $ 5,150   $  (580)  $36,530

Net Investment Income

Major  categories  of the Company's net investment income are  summarized  as
follows:

                                                 Year ended December 31
                                              1996      1995       1994
Investment income:
  Fixed maturities                          $118,365   $104,779    $ 95,837
  Equity securities                               83        214          22
  Policy loans                                 2,672      2,397       2,111
  Short-term investments and cash equivalents  1,633      2,034       1,711
  Other invested assets                        1,476        878         342
Gross investment income                      124,229    110,302     100,023

 Less: Investment expenses                     1,702      1,581       1,942
      Discontinued operations                    --         --        1,059
   Net investment income                    $122,527   $108,721    $ 97,022

Realized Capital Gains on Investments

Realized  capital  gains  on  investments were  derived  from  the  following
sources:

                                               Year ended December 31
                                              1996       1995       1994
Fixed maturities                           $     61   $    366   $  1,752
Equity securities                             3,812      3,441        434
Short-term investments                         --          --         (4)
Other invested assets                         2,849      1,284      1,029

Less: Discontinued operations                              --         168
Realized capital gains on investments      $  6,722   $  5,091   $  3,043

Concentration of Investments

There were no investments in a single entity's fixed maturities in excess  of
ten   percent  of  stockholders'  equity  at  December  31,  1996  and  1995,
respectively.

3.   Reinsurance

Certain  premiums and benefits are assumed from and ceded to other  insurance
companies  under various reinsurance agreements. Reinsurance assumed  is  not
significant.  The  ceded  reinsurance agreements  provide  the  Company  with
increased  capacity to write larger risks and maintain its exposure  to  loss
within capital resources.

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 is summarized as follows:

                                      Year ended December 31, 1996
                                           Assumed    Ceded to
                               Direct     From Other     Other      Net
                               Amount     Companies    Companies   Amount

Life insurance in force      $25,127,732  $64,767   $1,699,677  $23,492,822

Premiums:
 Group life and disability   $   193,209  $    55       10,070      183,194
 Individual life and annuity     103,191    2,939        5,536      100,594
 Group pension                       177      -             -           177

Total premiums               $   296,577  $ 2,994   $   15,606  $   283,965

                                       Year ended December 31, 1995
                                            Assumed   Ceded to
                               Direct     From Other    Other        Net
                               Amount     Companies   Companies     Amount

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

Amounts  payable  or  recoverable  for reinsurance  on  policy  and  contract
liabilities  are not subject to periodic or maximum limits. At  December  31,
1996,  the  Company's  reinsurance  recoverables  are  not  material  and  no
individual reinsurer owed the Company an amount that was equal to or  greater
than 3% of the Company's surplus.

Amounts  recoverable  from  reinsurers are  presented  as  an  asset  in  the
accompanying financial statements and are summarized as follows:

                                                       At December 31
                                                    1996           1995

Group life and health                            $  25,952      $  19,377
Individual life and annuity                         22,848         17,542

Total amounts recoverable from reinsurers        $  48,800      $  36,919

4.   Federal Income Taxes

The  Company  is  included in a consolidated federal income tax  return  with
Liberty  Mutual  and  its other subsidiaries. Under  a  written  tax  sharing
agreement,  approved by the Board of Directors, Liberty Mutual collects  from
and refunds to the subsidiaries the amount of taxes or benefits determined as
if Liberty Mutual and the subsidiaries filed separate returns.

Federal  income tax expense (benefit) attributable to income from  operations
was composed of the following:

                                        Year ended December 31
                                        1996      1995      1994
Continuing operations:
  Current                             $ 7,011    $ 7,848   $ 9,559
  Deferred                              3,316      2,934     1,444

Federal income tax (benefit) expense  $10,327     10,782   $11,003

                                        Year ended December 31
                                         1996      1995      1994
Discontinued operations:
  Current                              $  (175)  $ (1,236)  $   (19)
  Deferred                                   0          0       119

Federal income tax (benefit) expense   $  (175)  $ (1,236)  $   100

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 summarized as follows:

                                             Year ended December 31
                                               1996      1995     1994
Expected income tax expense                   $ 11,820  $ 10,458  $11,009
 Adjustments to income taxes resulting from:
    Reconciliation of prior year tax return     (1,226)      401        -
    Other, net                                    (267)      (77)      (6)

Federal income tax expense                    $ 10,327   $10,782  $11,003

The  tax  effects  of  temporary differences that give  rise  to  significant
portions  of  deferred tax assets and deferred liabilities are summarized  as
follows:

                                                 Year ended December 31
                                                 1996       1995       1994
Deferred tax assets:
  Dividends to policyholders                 $  3,349  $  3,230   $  3,242
  Experience rating reserves                        -        14        102
  Unearned interest on policy loans               303       283        -
  Unearned group premium adjustment               962       585        448
  Accrued surrender charges on deposit funds      401         -        -
  1987 disability reserve tax adjustment            -       215        334
  Other                                            60        29        281
Total deferred tax assets                       5,075     4,356      4,407

Deferred tax liabilities:
  Future policy benefits                      (11,760)  (11,181)   (12,002)
  Deferred acquisition costs                  (18,818)  (16,201)   (13,742)
  Bonds purchased at market discount           (2,273)   (1,769)    (1,509)
  Bonds market valuation adjustment           (41,493)  (64,788)    (5,916)
  Unrealized gain on other long-term
     investments                               (2,300)   (1,603)      (717)
  Reconciliation of taxes on other long-term
     investments                                 (951)     (829)      (134)
  Cumulative foreign currency translations       (612)     (515)      (248)
  Deferred and uncollected premium adjustment    (653)     (565)      (337)
  Experience rating reserves                     (133)        0          0
  Other                                           (55)      (63)         -
Total deferred tax liabilities               $(79,048) $(97,514)  $(34,605)

Net deferred tax liability                   $(73,973) $(93,158)  $(30,198)

The Company is required to establish a valuation allowance for any portion of
the  deferred tax asset that management believes will not be realized. In the
opinion  of  management, it is more likely than not  that  the  Company  will
realize  the  benefit  of the deferred tax assets, and,  therefore,  no  such
valuation allowance has been established.

Prior  to  1984,  a portion of the Company's income was not  taxed,  but  was
accumulated  in a "policyholders' surplus account". In the event  that  those
amounts  are  distributed to stockholders', or the  balance  of  the  account
exceeds  certain  limitations under the Internal  Revenue  Code,  the  excess
amounts  would  become  taxable at current rates. The policyholders'  surplus
account  balance  at  December 31, 1996 was approximately $4,000.  Management
does  not  intend to take actions nor does management expect  any  events  to
occur that would cause federal income taxes to become payable on that amount.
However,  if such taxes were assessed, the amount of taxes payable  would  be
approximately $1,400.

5.    Unpaid Claims Liability for Group Accident and Health Business

The  following  table provides a reconciliation of the beginning  and  ending
balances of unpaid claim liabilities, net of reinsurance recoverables:

                                                   Year ended December 31
                                                       1996         1995

Unpaid claim liabilities, at beginning of year       $ 102,089  $  76,630
  Less: reinsurance recoverables                           203        444
Net balance at beginning of year                       101,886     76,186

Claims incurred related to:
  Current year                                         104,526     52,747
  Prior years                                           18,176      6,813
Total incurred                                         122,702     59,560

Claims paid related to:
  Current year                                          34,342     15,413
  Prior years                                           27,449     18,447
Total paid                                              61,791     33,860

Net balance at end of year                             162,797    101,886

  Plus: reinsurance recoverables                           238        203

Balance, Unpaid claim liabilities,at end of year     $ 163,035  $ 102,089

During  1996,  approximately  $17,000 of long-term  disability  business  was
accepted from unaffiliated companies through buyout contracts. In return  for
future  premiums,  as underwritten by the Company, the Company  accepted  the
risk  for covered lines under those contacts, including certain claims  which
were already in payment status. These claims, which were incurred in 1995  or
earlier,  were  not  included in the December 31,  1995  claim  reserves  and
liabilities  but are included as prior years incurred claims at December  31,
1996. The claims incurred related to prior years increased by $6,813 in  1995
due to changes in estimates of prior year insured events.

6.   Risk-Based Capital and Retained Earnings

Life  insurance  companies are subject to certain Risk-Based Capital  ("RBC")
requirements as specified by the NAIC. Under those requirements,  the  amount
of  capital  and  surplus maintained by a life insurance  company  is  to  be
determined  based on the various risk factors related to it. At December  31,
1996, the Company meets the RBC requirements.

The payment of dividends by the Company to stockholders is limited and cannot
be  made except from earned profits. The maximum amount of dividends that may
be   paid  by  life  insurance  companies  without  prior  approval  of   the
Commonwealth   of  Massachusetts  Insurance  Commissioner   is   subject   to
restrictions relating to statutory surplus and net gain from operations.

According  to  a resolution voted by the Board of Directors of  Liberty  Life
Assurance,  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 (deficit) held for the benefit  of
participating policyholders is $(1,245) and for the stockholders  is  $83,428
at  December 31, 1996. Dividends paid to policyholders were $12,008 and there
were no dividends paid to stockholders in 1996.

7.   Commitments and Contingencies

The  Company  is  named  as  a  defendant in various  legal  actions  arising
principally  from  claims made under insurance policies and contracts.  Those
actions  are considered by the Company in estimating reserves for policy  and
contract  liabilities. The Company's management believes that the  resolution
of  those  actions will not have a material effect on the Company's financial
position or results of operations.

The Company is subject to insurance guaranty fund laws in the states in which
it does business. These laws assess insurance companies amounts to be used to
pay benefits to policyholders and claimants of insolvent insurance companies.
Many  states  allow these assessments to be credited against  future  premium
taxes. At December 31, 1996 and 1995, the Company has accrued $888 and  $842,
respectively,   of  premium  tax  deductions.  The  Company  recognizes   its
obligations  for guaranty fund assessments when it receives  notice  that  an
amount  is  payable to a guaranty fund. Expenses incurred for  guaranty  fund
assessments were $150 and $472 in 1996 and 1995, respectively.

8.   Separate Accounts

Separate  Accounts held by the Company represent primarily  funds  which  are
administered for pension plans. The assets consist of common stock, long-term
bonds,  real  estate and short-term investments. Except for  long-term  bonds
which are carried at amortized cost, the assets are carried at estimated 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 $1,503  and
$1,434 for the years ended December 31, 1996 and 1995, respectively.

9.   Employee Benefits

The Company shares personnel with Liberty Mutual which has a non-contributory
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  annual  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  1996  and 1995 was $15,541 and $26,432 respectively. The  Company's
allocated pension cost in 1996 and 1995 was $395 and $628, respectively.

As  of  January 1, 1996 and 1995, the actuarial present value of  accumulated
vested  and  nonvested  benefits for the entire plan, based  on  a  valuation
interest  rate  of 8% in 1996 and 1995, approximated $657,550  and  $607,595,
respectively,  and the net assets, at fair market value, available  for  plan
benefits  approximated $994,643 and $776,859 in 1996 and 1995,  respectively.
Assets of the plan consist primarily of investments in life insurance company
separate accounts and a collective investment trust fund. At January 1,  1996
and  1995,  separate  account investments of the Company,  included  in  plan
assets  at fair market value, amounted to approximately $696,384 and $521,220
respectively.

10.  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 $155,840 and $165,580 at  December
31, 1996 and 1995, respectively.

Net  postretirement  benefit  costs  for Liberty  Mutual  were  approximately
$26,239  in 1996 and $30,979 in 1995 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  $13,000  in 1996 and $14,000  in  1995,  as  claims  were
incurred.

At   December   31,  1996  and  December  31,  1995,  the  accrued   unfunded
postretirement  benefit obligation for Liberty Mutual's  retirees  and  other
fully  eligible plan participants was $59,023 and $45,848, respectively.  The
accumulated  benefit  obligation for non-vested  employees  was  $96,742  and
$86,357 at December 31, 1996 and 1995, respectively. The discount rates  used
in  determining the accumulated postretirement benefit obligation were  7.25%
and  7% in 1996 and 1995, respectively, and the health care cost trend  rates
were  10.75%  and  11.25%,  graded to 5% over 10 years,  in  1996  and  1995,
respectively.

The  Company's share of postretirement benefit costs were approximately  $236
and $282 for 1996 and 1995, 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,  1996   by
approximately  $13,899, and the estimated eligibility cost and interest  cost
components  of  net  periodic  postretirement  benefit  cost  for   1996   by
approximately $1,699.

11.  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 insurance expenses incurred  in  1996  and
1995 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 $13,903
and $14,755 in 1996 and 1995, respectively.

The  Company  insures key officers of Liberty Mutual Group under an  Optional
Life  Insurance Plan. Premiums associated with this plan amounted  to  $4,967
and $4,278 in 1996 and 1995, respectively.

Liberty  Mutual purchased structured settlement annuity contracts,  with  and
without  life contingencies, from the Company. Premiums under these contracts
amounted  to $91,754 and $78,567 in 1996 and 1995, respectively. The  related
policy  and  contract  reserves  with respect to  all  structured  settlement
annuity  contracts  purchased  by Liberty Mutual  amounted  to  $441,220  and
$386,565 at December 31, 1996 and 1995, respectively.

Liberty  Mutual  deposited $16,107 and $2,761 with the Company  in  1996  and
1995,  respectively,  to  fund  certain Liberty  Mutual  environmental  claim
transactions.  Such amounts have been included in deposit type fund  revenues
for  the  years ended December 31, 1996 and 1995, as well as in the liability
for premium and other deposit funds.

In 1996, Keyport Life Insurance Company began ceding 100% of the premiums and
benefits of certain structured settlement annuity contracts, with and without
life  contingencies, to the Company. Premiums under these contracts  amounted
to  $3,194 in 1996. The related policy and contract reserves with respect  to
these structured settlement annuity contracts assumed by the Company amounted
to $2,601 at December 31, 1996.

12.  Fair Value of Financial Instruments

Fair  values  generally represent quoted market value prices  for  securities
traded in the public marketplace, or analytically determined values using bid
or closing prices for securities not traded in the public marketplace.

The  following methods and assumptions were used by the Company in estimating
the  "fair  value" disclosures for financial instruments in the  accompanying
financial statements and notes thereto:

Fixed Maturities

Fair  values for publicly traded fixed maturities are determined using values
reported  by an independent pricing service. Fair values of private placement
fixed  maturities are determined by obtaining market indications from various
broker-dealers.

Cash and Short-term Investments

The  carrying amounts reported in the accompanying balance sheets  for  these
financial instruments approximate their fair values.

Policy Loans

The  carrying amounts reported in the accompanying balance sheets  for  these
financial instruments approximate their fair values.

Investment Contracts

The fair values for the Company's liabilities under investment-type insurance
contracts  are  estimated using discounted cash flow calculations,  based  on
interest  rates currently being offered for similar contracts with maturities
consistent with those remaining for the contracts being valued.

Policy Account Balances

The  fair  values of the Company's liabilities for insurance contracts  other
than investment-type contracts are not required to be disclosed. However, the
fair  values  of  liabilities under all insurance contracts  are  taken  into
consideration in the Company's overall management of interest rate risk, such
that  the Company's exposure to changing interest rates is minimized  through
the  matching  of  investment  maturities with amounts  due  under  insurance
contracts.

The carrying amount and fair value of the Company's financial instruments are
summarized a follows:

                              December 31, 1996       December 31, 1995
                               Carrying    Fair      Carrying     Fair
                                Amount     Value      Amount      Value
Fixed maturities              $1,737,187 $1,737,187 $1,522,447 $1,522,447
Equity securities                  4,122      4,122      4,191      4,191
Other invested assets             38,281     38,281     32,339     32,339
Policy loans                      45,345     45,345     40,672     40,672
Short-term investments            78,715     78,715    121,471    121,471
Individual and group annuities   153,927    153,742    150,562    149,223
Other policyholder funds
  left on deposit                  8,009      8,009      7,527      7,527

13.  Deferred Policy Acquisition Costs

Details  with respect to deferred policy acquisition costs are summarized  as
follows:

                                             Year ended December 31
                                             1996           1995
Balance, beginning of year                $   62,762     $   54,283
   Additions                                  16,114         14,143
   Amortization                                 (867)        (2,830)
   Valuation adjustment for unrealized
     gain on fixed maturities                   (585)        (2,834)

Balance, end of year                      $   77,424     $   62,762

14.  Segment Information

Revenues  and  income from continuing operations before federal income  taxes
and earnings of participating policies for each of the Company's segments are
summarized as follows:

                                                 Year ended December 31
                                              1996      1995        1994
Revenues from continuing operations:
  Group life and disability                  $203,911  $108,132  $ 84,872
  Individual life and annuity                 186,696   175,960   116,966
  Group pension                                32,835    36,488    37,552

Total revenues from continuing operations    $423,442  $320,580  $239,390

Income from continuing operations before federal
  income taxes and earnings from participating
  policies:
    Group life and disability                $  8,377  $  5,723  $ 11,559
    Individual life and annuity                24,319    22,444    18,284
    Group pension                               1,075     1,715     1,610

Total income from continuing operations
  before federal income taxes and
  earnings of participating policies         $ 33,771  $ 29,882  $ 31,453

15.  Reconciliation to Statutory-Basis Accounting

The  Company  is required to file statutory financial statements  with  state
insurance  regulatory  authorities. Accounting  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 are summarized as follows:

                                               Year ended December 31
Net income:                                   1996        1995      1994

Statutory basis, net income                 $  3,554   $  6,952   $  4,289

Increases/(decreases)
  Deferred policy acquisition costs           15,247     11,101      9,921
  Policy reserves                              9,631      2,779      8,971
  Participating policies                      (3,248)    (3,397)    (1,545)
  Deferred federal income taxes               (3,316)    (2,934)    (1,563)
  Deferred premiums                           (1,859)    (1,763)    (1,644)
  Interest maintenance reserve                  (526)      (439)       687
  Other                                          389      1,137       (187)

Net income as reported herein               $ 19,872   $ 13,436   $ 18,929

                                               Year ended December 31
Stockholders' equity:                         1996       1995       1994

Statutory basis, capital and surplus        $137,933   $ 84,441   $ 76,434

Increases/(decreases)
  Deferred policy acquisition costs           77,424     65,597     54,283
  Policy reserves                            102,214     92,583     88,531
  Participating policies                     (68,504)   (65,256)   (61,859)
  Asset valuation reserve                     11,773      9,372      6,969
  Interest maintenance reserve                 4,327      4,853      5,292
  Deferred federal income taxes              (73,973)   (93,158)   (30,198)
  Deferred premiums                          (17,346)   (15,487)    (9,970)
  Net unrealized gain on fixed maturities    121,967    184,696     17,077
  Other                                        4,944      4,609      1,160

Stockholders' equity as reported herein     $300,759   $272,250   $147,719

16.  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.




                       Report of Independent Auditors




To the Board of Directors of Liberty Life Assurance Company
  of Boston and Contract Owners of Variable Account K


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

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

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






March 14, 1997                                 /s/ ERNST & YOUNG LLP
Boston, Massachusetts





                        Independent Auditors' Report




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

We  have audited the accompanying statement of operations and changes in  net
assets  of  the  sub-accounts  comprising Liberty  Life  Assurance  Company's
Variable  Account  K  for  the  year, or other period  as  applicable,  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
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  provides  a
reasonable basis for our opinion.

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



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



                  LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
                             VARIABLE ACCOUNT K
                     Statement of Assets and Liabilities
                              December 31, 1996


Assets
  Investments at market value:
   SteinRoe Variable Investment Trust
    Cash Income Fund - 864,690 shares (cost $864,690)           $   864,690
    Capital Appreciation Fund - 237,360 shares (cost $3,981,388)  4,920,464
    Managed Assets Fund - 467,955 shares (cost $6,366,918)        7,618,304
    Mortgage Securities Income Fund - 274,849 shares
      (cost $2,903,051)                                           2,704,512
    Managed Growth Stock Fund - 97,246 shares (cost $2,110,769)   2,782,196

   Keyport Variable Investment Trust
    Colonial-Keyport Growth and Income Fund - 148,392 shares
      (cost $1,676,257)                                           2,071,555
    Colonial-Keyport Utilities Fund - 168,888 shares
      (cost $1,731,734)                                           1,807,103
    Colonial-Keyport International Fund for Growth - 163,311
      shares (cost $324,144)                                        318,456
    Colonial-Keyport U.S. Stock Fund  - 10,993 shares
      (cost $151,413)                                               156,320
    Colonial-Keyport Strategic Income Fund - 47,543 shares
      (cost $535,312)                                               524,400
    Newport-Keyport Tiger Fund - 131,780 shares (cost $323,371)     332,086

                    Total assets                                $24,100,086

Net assets
    Variable annuity contracts (Note 6)                         $23,584,059
    Annuity reserves (Note 2)                                       455,129
    Due to Liberty Life Assurance Company (Note 2)                   55,971
    Retained by Liberty Life Assurance Company (Note 5)               4,927

                    Total net assets                            $24,100,086





                           See accompanying notes.

                                      
                  LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
                             VARIABLE ACCOUNT K
              Statement of Operations and Changes in Net Assets
              for the Periods ended December 31, 1996 and 1995




                             Cash Income Fund     Capital Appreciation Fund
                            1996            1995        1996          1995
Income
  Dividends               $   35,124      $  54,010    $      -  $  29,587
Expenses (Note 3)
  Mortality and expense
   risk and
   administrative charges     10,620         14,172      64,178     50,366
Net investment income
   (expense)                  24,504         39,838     (64,178)   (20,779)
Realized gain (loss)               -              -       4,697     26,355
Unrealized appreciation
  (depreciation) during
    the period                     -              -     992,721    326,488
Net increase in net assets
    from operations           24,504         39,838     933,240    332,064

Purchase payments from
  contract owners             55,074         57,768     539,379    449,730
Transfers between accounts   120,046       (441,588)    277,664      2,631
Contract terminations and
  annuity payouts            (40,614)      (319,947)   (298,419)  (512,498)
Other transfers (to) from
  Liberty Life
    Assurance Company            812         (1,766)     10,825         -
Net increase (decrease) in
  net assets from
    contract transactions    135,318       (705,533)    529,449    (60,137)

Net assets at beginning
  of period                  704,868      1,370,563   3,457,775  3,185,848

Net assets at end of
  period                  $  864,690    $   704,868  $4,920,464 $3,457,775

                           See accompanying notes.
                                      
                  LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
                             VARIABLE ACCOUNT K
              Statement of Operations and Changes in Net Assets
              for the Periods ended December 31, 1996 and 1995


                               Managed Assets          Mortgage Securities
                                     Fund                  Income Fund
                               1996          1995      1996         1995
Income
  Dividends               $        -  $  451,389    $  202,815 $   201,991
Expenses (Note 3)
  Mortality and expense risk
   and administrative
   charges                   100,378      63,729        48,052      35,114
Net investment income
   (expense)                (100,378)    387,660       154,763     166,877
Realized gain (loss)           2,717      30,181       (13,052)    (13,318)
Unrealized appreciation
  (depreciation) during
  during the period          985,896     487,959       (52,558)    147,134
Net increase in net assets
  from operations            888,235     905,800        89,153     300,693

Purchase payments from
  contract owners          1,287,808     396,921        87,676     131,005
Transfers between accounts   107,364   1,752,337      (743,709)  1,772,609
Contract terminations and
  annuity payouts           (442,872)   (368,735)     (475,542)   (459,682)
Other transfers (to) from
  Liberty Life Assurance
  Company                     17,350          -          7,226           -
Net increase (decrease)
  in net assets from
  from contract
  transactions               969,650   1,780,523    (1,124,349)  1,443,932

Net assets at beginning
  of period                5,760,419   3,074,096     3,739,708   1,995,083

Net assets at end of
  period                 $ 7,618,304  $5,760,419    $2,704,512  $3,739,708
                                      
                           See accompanying notes.
                                      
                  LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
                             VARIABLE ACCOUNT K
              Statement of Operations and Changes in Net Assets
              for the Periods ended December 31, 1996 and 1995


                                Managed Growth         Strategic Managed
                                  Stock Fund             Assets Fund
                                1996        1995       1996      1995

Income
  Dividends                   $       -  $   90,954  $       - $  178,612
Expenses (Note 3)
  Mortality and expense risk
   and administrative charges    33,803      19,473          -      16,781
Net investment income
   (expense)                    (33,803)     71,481          -     161,831
Realized gain (loss)                587       4,957          -     (32,728)
Unrealized appreciation
  (depreciation)during
  the period                    433,842     316,567          -     101,065
Net increase in net assets
  from operations               400,626     393,005          -     230,168

Purchase payments from
  contract owners               593,198     387,886          -           -
Transfers between accounts      243,437      64,056          -  (1,837,317)
Contract terminations and
  annuity payouts              (142,275)   (172,425)         -    (118,819)
Other transfers (to) from
  Liberty Life Assurance
  Company                         6,254           -          -           -
Net increase (decrease) in
  net assets from
  from contract transactions    700,614     279,517          -  (1,956,136)

Net assets at beginning of
  period                      1,680,956   1,008,434          -   1,725,968

Net assets at end of period  $2,782,196  $1,680,956  $       -  $        -

                                      
                           See accompanying notes.
                                      
                                      
                  LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
                             VARIABLE ACCOUNT K
              Statement of Operations and Changes in Net Assets
              for the Periods ended December 31, 1996 and 1995


                                                      Colonial-Keyport
                              Managed Income Fund   Growth and Income Fund
                             1996          1995        1996          1995
Income
  Dividends                $       -    $   22,292  $  125,220  $   50,977
Expenses (Note 3)
  Mortality and expense
    risk and
    administrative charges         -         4,673      27,121      18,137
Net investment income
    (expense)                      -        17,619      98,099      32,840
Realized gain (loss)               -       (17,936)      2,514         570
Unrealized appreciation
    (depreciation)
    during the period              -        54,726     168,380     258,287
Net increase in net assets
    from operations                -        54,409     268,993     291,697

Purchase payments from
    contract owners                -           720     381,898     102,994
Transfers between accounts         -      (401,874)     (5,286)    277,588
Contract terminations and
    annuity payouts                -       (42,850)    (87,955)    (77,001)
Other transfers (to) from
    Liberty Life Assurance
    Company                        -             -       4,938           -
Net increase (decrease) in
    net assets from contract
    transactions                   -      (444,004)    293,595     303,581

Net assets at beginning of
    period                         -       389,595   1,508,967     913,689

Net assets at end of
    period                 $       -    $        -  $2,071,555  $1,508,967
                                      
                           See accompanying notes.
                                      
                  LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
                             VARIABLE ACCOUNT K
              Statement of Operations and Changes in Net Assets
              for the Periods ended December 31, 1996 and 1995


                              Colonial-Keyport         Colonial-Keyport
                              Utilities Fund           U.S. Government Fund
                              1996           1995      1996          1995
Income
  Dividends                 $   79,164  $    87,293  $       -  $   67,205
Expenses (Note 3)
  Mortality and expense risk
  and administrative charges    29,045       28,188          -      14,975
Net investment income
   (expense)                    50,119       59,105          -      52,230
Realized gain (loss)            23,189       (3,211)         -     (44,909)
Unrealized appreciation
  (depreciation) during
  the period                     9,494      479,794          -     118,297
Net increase in net assets
  from operations               82,802      535,688          -     125,618

Purchase payments from
  contract owners               34,145       23,398          -         960
Transfers between accounts    (164,685)    (110,036)         -  (1,415,016)
Contract terminations and
  annuity payouts             (226,361)    (158,229)         -     (71,579)
Other transfers (to) from
  Liberty Life Assurnace
  Company                        4,275            -          -           -
Net increase (decrease) in
  net assets from
  contract transactions       (352,626)    (244,867)         -  (1,485,635)

Net assets at beginning of
  period                     2,076,927    1,786,106          -   1,360,017

Net assets at end of
  period                   $ 1,807,103  $ 2,076,927  $       - $         -
                                      
                                      
                           See accompanying notes.
                                      
                                      
                  LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
                             VARIABLE ACCOUNT K
              Statement of Operations and Changes in Net Assets
              for the Periods ended December 31, 1996 and 1995


                              Colonial-Keyport
                              InternationalFund        Colonial-Keyport
                              for Growth               U.S. Stock Fund *

                                   1996           1995         1996
Income
  Dividends                   $     18,462      $    1,952  $     8,823
Expenses (Note 3)
  Mortality and expense risk
   and administrative charges        3,966           2,911        1,013
Net investment income
   (expense)                        14,496            (959)       7,810
Realized gain (loss)                   (96)          2,047            -
Unrealized appreciation
  (depreciation) during
   during the period                (6,358)          8,712        4,907
Net increase in net assets
  from operations                    8,042           9,800       12,717

Purchase payments from
  contract owners                  115,287          25,390      137,076
Transfers between accounts           5,497         (29,407)       6,167
Contract terminations and
  annuity payouts                   (4,757)         (1,770)           -
Other transfers (to) from
  Liberty Life Assurance
   Company                             775               -          360
Net increase (decrease) in
  net assets from contract
   transactions                    116,802          (5,787)     143,603

Net assets at beginning of
  period                           193,612         189,599            -

Net assets at end of period   $    318,456      $  193,612  $   156,320

               * Commencement of operations - October 13, 1995
                                      
                           See accompanying notes.
                                      
                  LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
                             VARIABLE ACCOUNT K
              Statement of Operations and Changes in Net Assets
              for the Periods ended December 31, 1996 and 1995


                                 Colonial-Keyport         Newport-Keyport
                               Strategic Income Fund*       Tiger Fund*
                              1996           1995      1996           1995
Income
  Dividends                   $   44,772  $   17,720  $    3,585  $    223
Expenses (Note 3)
  Mortality and expense risk
   and administrative charges      6,382       1,101       3,103        11
Net investment income
   (expense)                      38,390      16,619         482       212
Realized gain (loss)                  34          51        (203)        -
Unrealized appreciation
  (depreciation) during
   the period                     (2,550)     (8,362)      8,269       446
Net increase in net assets
  from operations                 35,874       8,308       8,548       658

Purchase payments from
  contract owners                137,864           -     144,620         -
Transfers between accounts        22,405     345,654     153,996    25,000
Contract terminations and
  annuity payouts                (20,476)     (6,520)     (1,495)        -
Other transfers (to) from
  Liberty Life Assurance
   Company                           291           -         759         -
Net increase (decrease) in
  net assets from contract
   transactions                  141,084     339,134     297,880    25,000

Net assets at beginning of
  period                         347,442           -      25,658         -

Net assets at end of period   $  524,400  $  347,442  $  332,086  $ 25,658

               * Commencement of operations - October 13, 1995
                                      
                           See accompanying notes.
                                      
                  LIBERTY LIFE ASSURANCE COMPANY OF BOSTON
                             VARIABLE ACCOUNT K
              Statement of Operations and Changes in Net Assets
              for the Periods ended December 31, 1996 and 1995


                                                   Total         Total
                                                   1996          1995
Income
  Dividends                                  $    517,965   $  1,254,205
Expenses (Note 3)
  Mortality and expense risk
  and administrative charges                      327,661        269,631
Net investment income (expense)                   190,304        984,574
Realized gain (loss)                               20,387        (47,941)
Unrealized appreciation (depreciation)
  during the period                             2,542,043      2,291,113
Net increase in net assets
  from operations                               2,752,734      3,227,746

Purchase payments from contract owners          3,514,025      1,576,772
Transfers between accounts                         22,896          4,637
Contract terminations and annuity payouts      (1,740,766)    (2,310,055)
Other transfers (to) from Liberty Life
  Assurance Company                                54,865         (1,766)
Net increase (decrease) in net assets
  from contract transactions                    1,851,020       (730,412)

Net assets at beginning of period              19,496,332     16,998,998

Net assets at end of period                  $ 24,100,086   $ 19,496,332










                           See accompanying notes.
                                      


                 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON -
                             VARIABLE ACCOUNT K
                                      
                        Notes to Financial Statements
                              December 31, 1996
                                      

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 Strategic Income Fund, the Colonial-Keyport U.S.Stock  Fund,
and the Newport-Keyport Tiger Fund were made available to contractholders  on
October 13, 1995.

On October 13, 1995, the Securities and Exchange Commission approved the
substitution of shares from the Strategic Managed Assets Fund, the Managed
Income Fund, and the Colonial-Keyport U.S. Government Fund to shares in the
Managed Assets Fund, the Colonial-Keyport Strategic Income Fund, and the
Mortgage Securities Income Fund, respectively. On December 6, 1996, the fund
name Colonial-Keyport U.S. Fund for Growth was changed to Colonial-Keyport
U.S. Stock Fund.

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.

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

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

3.  Expenses

There are no deductions made from purchase payments for sales charges at  the
time  of  purchase.   In  the event of a contract termination,  a  contingent
deferred  sales charge, based on a graded table of charges, is deducted.   An
annual   contract   maintenance  charge  to  cover  the  cost   of   contract
administration is deducted from each contractholder's account on the contract
anniversary  date.   Daily  deductions are made  from  each  sub-account  for
assumption of mortality and expense risk 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, 1996 and 1995 and
the accumulation units and dollar value outstanding at December 31, 1996 are
as follows:

                              1995      1996
                              Unit      Unit
                             Value      Value       Units         Dollars

Cash Income Fund          $12.833324  $13.288489   64,555.6466  $   857,847
Capital Appreciation Fund  23.356516   29.237169  160,317.3344    4,687,225
Managed Assets Fund        18.649799   21.263714  351,845.7312    7,481,547
Mortgage Securities
   Income Fund             16.098763   16.621076  162,280.9498    2,697,284
Managed Growth Stock Fund  22.779503   27.242475   98,749.7281    2,690,187
Colonial-Keyport Growth
   and Income Fund         13.097361   15.214080  134,024.7981    2,039,064
Colonial-Keyport Utilities
   Fund                    11.496571   12.076555  149,283.3014    1,802,828
Colonial-Keyport
   International Fund for
   Growth                   9.723230   10.074536   31,533.0651      317,681
Colonial-Keyport U.S. Stock
    Fund                        -      15.935084    9,787.2092      155,960
Colonial-Keyport Strategic
   Income Fund             11.684000   12.642128   41,378.2395      523,109
Newport-Keyport Tiger Fund 11.445356   12.555053   26,389.9324      331,327

                                                1,230,145.9358  $23,584,059



7.  Purchases and Sales of Securities

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

                                                  Purchases      Sales

Cash Income Fund                                  $  343,354     $  183,532

Capital Appreciation Fund                            816,344        351,073

Managed Assets Fund                                1,474,631        605,359

Mortgage Securities Income Fund                      506,322      1,475,908

Managed Growth Stock Fund                            850,198        183,387

Colonial-Keyport Growth and Income Fund              557,570        165,876

Colonial-Keyport Utilities Fund                      101,614        404,121

Colonial-Keyport International Fund for Growth       151,787         20,489

Colonial-Keyport Strategic Income Fund               152,084            671

Colonial-Keyport U.S. Stock Fund                     200,949         21,475

Newport-Keyport Tiger Fund                           314,988         16,626

                                                  $5,469,841     $3,428,517




8.  Diversification Requirements

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

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












                                     PART C


Item 24.  Financial Statements and Exhibits

     (a)  Financial Statements:
          Included in Part B:
            Liberty Life Assurance Company of Boston:
              Balance Sheets for the years ended December 31, 1996
                and 1995.
              Statements  of  Income for the years ended  December
                31, 1996, 1995. and 1994.
              Statements  of Stockholders' Equity  for  the  years
                ended December 31, 1996 and 1995.
              Statements  of  Cash  Flows  for  the  years  ended
                December 31, 1996 and 1995.
              Notes to Financial Statements
            Variable Account-K:
              Statement  of Assets and Liabilities as of  December
                31, 1996.
              Statements of Operations and Changes in  Net  Assets
                as of December 31, 1996 and 1995
              Notes to Financial Statements

     (b)  Exhibits:

          (1)  Resolution   of  Board  of   Directors   is
               incorporated  by reference to Form N-4 File No.  33-41122
               filed on June 12, 1991.

          (2)  Not applicable.

          (3)  Underwriting Agreement and Specimen Underwriter
               and Dealer Agreement are incorporated by reference to Pre-
               Effective  Amendment  No. 1 to Form  N-4  (File  No.  33-
               41122).

          (4)   Variable  Annuity  Contract  FLEX(4V)NY   is
                incorporated by reference to Post-Effective Amendment No.
                1 to Form N-4 (File No. 33-41122).  Contract Endorsements
                are incorporated by reference to Post-Effective Amendment
                No.  1  to  Form  N-4  (File No.  33-41122).  Endorsement
                END.A(106) for Contracts issued January 15, 1993  to  the
                date the New York State Insurance Department approves the
                endorsement  and  Endorsement  END.A(107)  for  Contracts
                issued  on or after the date the New York State Insurance
                Department  approves the endorsement are incorporated  by
                reference to Post-Effective Amendment No. 7 to  Form  N-4
                (File No. 33-41122).

           (5)  Variable  Annuity  Contract  Application  is
                incorporated by reference to Post-Effective Amendment No.
                4 to Form N-4 (File No. 33-41122).

           (6)  Articles  of Incorporation  and  By-laws  are
                incorporated  by reference to Form N-4 File No.  33-41122
                filed on June 12, 1991.

           (7)  Not applicable.

           (8)   Participation Agreement and Service Agreement
                are  incorporated by reference to Pre-Effective Amendment
                No. 1 to Form N-4 (File No. 33-41122).

           (9)  Opinion and Consent of Counsel is incorporated
                by reference to Pre-Effective Amendment No. 1 to Form N-4
                (File No. 33-41122).

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

           (11) Not applicable.

           (12) Not applicable.

           (13)   Schedule  for  Computation  of  Performance
                  Quotations is incorporated by reference to Post-Effective
                  Amendment No. 4 to Form N-4 (File No. 33-41122).

           (14)  Powers  of  Attorney  are  incorporated   by
                 reference to Pre-Effective Amendment No. 1 and  to  Post-
                 Effective  Amendment  No. 4 to Form  N-4  (File  No.  33-
                 41122).

           (15)  Exemptive Relief is incorporated by reference
                 to  Post-Effective Amendment No. 5 to Form N-4 (File  No.
                 33-41122).

           (27)   Financial Data Schedule

Item 25.  Officers and Directors of the Depositor.

Name and Address         Position

Gary L. Countryman       Chairman of the Board & Chief Exec. Officer

Edmund F. Kelly          President and CAO

Morton E. Spitzer        Exec. VP

Maryann P. Sullivan      Exec. VP

Paul A. Cronin           Vice President

A. Alexander Fontanes    Vice President

Andrew M. Girdwood, Jr.  Vice President

Richard W. Hadley        Vice President

Richard B. Lassow        Vice President

Merrill J. Mack          Vice President

Douglas T. Maines        Vice President

John S. O'Donnell        Vice President

Gerard A. Paolino        Vice President

Steven M. Sentler        Vice President

Richard A. Torrey        Vice President

John A. Tymochko         Vice President

Robert H. Gruhl          Treasurer

Barry S. Gilvar          Secretary

James W. Jakobek         Assistant Treasurer

Paul R. Anthony          Assistant Secretary

Peter S. Aten            Assistant Secretary

David W. Hoffman         Assistant Secretary

Christine T. O'Neill     Assistant Secretary

Directors

John B. Conners         Robert H. Gruhl         Morton E. Spitzer
Gary L. Countryman      Edmund F. Kelly         Maryann P. Sullivan
A. Alexander Fontanes   Christopher C. Mansfield

*175 Berkeley Street, Boston, MA 02117, unless noted otherwise

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

     The  Depositor controls the Registrant, and is an affiliate  of  Keyport
     Financial  Services Corp. (KFSC) a Massachusetts corporation functioning
     as   a  broker/dealer  of  securities.  KFSC  files  separate  financial
     statements.  Both  are  ultimately owned  by  Liberty  Mutual  Insurance
     Company.

     The Depositor is an affiliate of Keyport Advisory Services Corp. (KASC),
     a  Massachusetts corporation functioning as an investment advisor.  KASC
     files  separate financial statements and is ultimately owned by  Liberty
     Mutual Insurance Company.

     Chart for the affiliations of the Depositor is incorporated by reference
     to Form N-4 File No. 33-41122.

Item 27.  Number of Contract Owners.

          At April 22, 1997, there were 405 Qualified Contract Owners and 303
Non-Qualified Contract Owners.

Item 28.  Indemnification.

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

Item 29.  Principal Underwriters.

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

The directors and officers are:

Name and Principal      Position and Offices
Business Address*       with Underwriter

John W. Rosensteel      Chairman of the Board and President

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

William L. Dixon        Vice President-Compliance Officer

Francis E. Reinhart     Director and Vice President-Administration

Rogelio P. Japlit       Treasurer

James J. Klopper        Clerk

Donald A. Truman        Assistant Clerk

     *125 High Street, Boston, Massachusetts 02110.

Item 30.  Location of Accounts and Records.

      Liberty Life Assurance Company of Boston, 175 Berkeley St., Boston,  MA
02117

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

Item 31.  Management Services.

     Not applicable.

Item 32.  Undertakings.

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

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

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

      Registrant represents that it is relying on the November 28,  1988  no-
action  letter  (Ref.  No.  IP-6-88) relating to variable  annuity  contracts
offered as funding vehicles for retirement plans meeting the requirements  of
Section  403(b) of the Internal Revenue Code.  Registrant further  represents
that  it  has  complied with the provisions of paragraphs (1) - (4)  of  that
letter.   Specimen of acknowledgement form used to comply with paragraph  (4)
is  incorporated by reference to Form N-4 File No. 33-41122 filed on June 12,
1991.

Representation

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


































                                   SIGNATURES












































                                   SIGNATURES


     As required by the Securities Act of 1933 and the Investment Company Act
of  1940, the Registrant certifies that it meets all of the requirements  for
effectiveness  of this Registration Statement pursuant to Rule  485(b)  under
the Securities Act of 1933 and has duly caused this Registration Statement to
be  signed  on  its  behalf,  in  the City  of  Boston  and  Commonwealth  of
Massachusetts, on this 30th day of April, l997.


                                            Variable Account - K
                                              (Registrant)


                                   BY:  Liberty  Life  Assurance  Company  of
Boston
                                                  (Depositor)



                                  BY: /s/Robert H. Gruhl
                                             Robert H. Gruhl, Treasurer

























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

GARY L. COUNTRYMAN*                EDMUND F. KELLY*
GARY L. COUNTRYMAN                 EDMUND F. KELLY
Chairman of the Board              President

JOHN B. CONNERS*                   /s/ROBERT H. GRUHL           4/30/97
JOHN B. CONNERS                    ROBERT H. GRUHL               DATE
Director                           Treasurer

A. ALEXANDER FONTANES*
A. ALEXANDER FONTANES
Director

/s/ROBERT H. GRUHL
ROBERT H. GRUHL
Director

EDMUND F. KELLY*
EDMUND F. KELLY
Director

CHRISTOPHER C. MANSFIELD*
CHRISTOPHER C. MANSFIELD
Director
                                   *BY:  /s/ROBERT H. GRUHL         4/30/97
MORTON E. SPITZER*                       ROBERT H. GRUHL              Date
MORTON E. SPITZER                        Attorney-in-Fact
Director

MARYANN P. SULLIVAN*
MARYANN P. SULLIVAN
Director


* Robert H. Gruhl has signed this document on the indicated date on behalf of
each of the above Directors and Officers of the Depositor pursuant to powers
of attorney duly executed by such persons and included as Exhibit 14 in Pre-
Effective Amendment No. 1 and to Post-Effective Amendment No. 4 to Form N-4
(File Nos. 33-41122 and 811-6329).







                                 EXHIBIT INDEX

Exhibit                                                               Page


24(b)(9)  Opinion and Consent of Counsel............................

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

24(b)(27) Financial Data Schedule...................................








































                                Exhibit 24(b)(9)


                         OPINION AND CONSENT OF COUNSEL












































                                                  April 30, 1997





Edmund F. Kelly, President
Liberty Life Assurance Company
175 Berkeley Street
Boston, MA  02117

RE:  OPINION OF COUNSEL - VARIABLE ACCOUNT - K

Dear Mr. Kelly:

You have requested my opinion concerning the legality of the variable annuity
contracts  being  registered with the Securities and Exchange  Commission  by
Post-Effective Amendment No. 9.

I  have  made such examination of the law and have examined such records  and
documents  as  in my judgment was necessary or appropriate to  enable  me  to
render the opinion expressed below.

I  am  of  the  opinion that the contracts will be legally  issued  and  will
represent  binding  obligations  of  the depositor  (Liberty  Life  Assurance
Company).

You  may  use  this opinion letter, or a copy thereof, as an exhibit  to  the
Registration Statement.


                                             Sincerely,

                                             /s/Lee W. Rabkin

                                             Lee W. Rabkin, Esq.














                               Exhibit 24(b)(10)

                        CONSENTS OF INDEPENDENT AUDITORS







                        CONSENT OF INDEPENDENT AUDITORS







   We consent to the reference to our firm under the caption "Experts" in the
Statement of Additional Information and to the use of our reports dated
February 28, 1997, with respect to the financial statements of Liberty Life
Assurance Company of Boston, and March 14, 1997, with respect to the
financial statements of Liberty Life Assurance Company of Boston-Variable
Account K, included in this Post-Effective Amendment No. 9 to the
Registration Statement (Form N-4, No. 33-41122).














Boston, Massachusetts                        /s/Ernst & Young LLP
April 29, 1997











              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





The Board of Directors
Liberty Life Assurance Company:






We  consent to the use of our report included herein and to the reference  to
our  firm  under  the  heading  "Experts"  in  the  Statement  of  Additional
Information.







/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
April 30, 1997















              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





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





We  consent to the use of our report included herein and to the reference  to
our  firm  under  the  heading  "Experts"  in  the  Statement  of  Additional
Information.







/s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
April 30, 1997
















                              Exhibit 24(b)(27)

                           FINANCIAL DATA SCHEDULE



    







































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<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-12-1996
<PERIOD-END>                               DEC-12-1996
<INVESTMENTS-AT-COST>                       20,969,047
<INVESTMENTS-AT-VALUE>                      24,100,086
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              24,100,086
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
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<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     3,131,039
<NET-ASSETS>                                24,100,086
<DIVIDEND-INCOME>                              517,965
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 327,661
<NET-INVESTMENT-INCOME>                        190,304
<REALIZED-GAINS-CURRENT>                        20,387
<APPREC-INCREASE-CURRENT>                    2,542,043
<NET-CHANGE-FROM-OPS>                        2,752,734
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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