Washington, D.C. 20549

         125 High Street, Boston, Massachusetts                                               02110-2712

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   [X] Yes     [    ] No

CONSOLIDATED BALANCE SHEET

(in thousands)

CONSOLIDATED INCOME STATEMENT

(in thousands)

(Unaudited)

CONSOLIDATED CASH FLOWS

(in thousands)

(Unaudited)

KEYPORT LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The accompanying unaudited consolidated financial statements of Keyport Life Insurance Company (the Company) includes all adjustments, consisting of normal recurring accruals that management considers necessary for a fair presentation of the Company's financial position as of March 31, 2000 and December 31, 1999 and the related consolidated statements of income and cash flows for the three-month periods then ended. Certain footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Therefore, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in the Company's 1999 Form 10-K. The results of operations for the three-month period ended March 31, 2000 are not necessarily indicative of the results to be expected for the full year.

Total comprehensive income, net of tax, for the three-month periods ended March 31, 2000 and 1999, was $35.5 million and $15.6 million, respectively.

3. Net Change in Unrealized and Undistributed Gains in Private Equity Limited Partnerships

The Company is restating its results of operations and related financial statements by filing this Form 10Q/A to reflect the net change in unrealized and undistributed gains in private equity limited partnerships.

The net change in unrealized and undistributed gains in private equity limited partnerships is accounted for on the equity method and represents primarily increases in the fair value of the underlying investments of the private equity limited partnerships for which the Company has ownership interests in excess of 3%. This change in unrealized and undistributed gains is recorded net of the related amortization of deferred policy acquisition costs of $27.8 million for the three months ended March 31, 2000, and net of amounts realized, which are recognized in investment income of $1.7 million for the three months ended March 31, 2000. The financial information for these investments is obtained directly from the private equity limited partnerships on a periodic basis. The corresponding amounts in 1999 were insignificant.

The net increase in net income resulting from such change was $9.7 for the quarter ended March 31, 2000.

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting for Derivative Instruments and Hedging Activities." This statement standardizes the accounting for derivative instruments and the derivative portion of certain other contracts that have similar characteristics by requiring that an entity recognize those instruments at fair value. This statement also requires a new method of accounting for hedging transactions, prescribes the type of items and transactions that may be hedged, and specifies detailed criteria to be met to qualify for hedge accounting. In June 1999, the FASB issued SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133." SFAS No. 137 defers the effective date of SFAS No. 133 until fiscal years beginning after June 15, 2000. Earlier adoption is permitted. Upon adoption, the Company will be required to record a cumulative effect adjustment to reflect this accounting change. At this time, the Company has not completed its analysis and evaluation of the requirements and impact of this statement.

The discussion below is based on the Company's restated results of operations and related financial statements contained in this Form 10 Q/A which reflect the after-tax net change in unrealized and undistributed gains in private equity limited partnerships. The net increase in net income was $9.7 million and is described in Note 3 of the Notes to Consolidated Financial Statements.

Net income was $38.1 million and $26.0 million for the three-month periods ended March 31, 2000 and 1999, respectively. The increase resulted largely from the net change in unrealized and undistributed gains in private equity limited partnerships, higher investment spread and fee income. Partially offsetting these items were higher operating expenses, amortization expense and income tax expense.

Investment spread is the amount by which investment income earned on the Company's investments exceeds interest credited to policyholder balances. Investment spread was $77.4 million and $70.1 million for the three-month periods ended March 31, 2000 and 1999, respectively. The amount by which the average yield on investments exceeds the average interest credited rate on policyholder balances is the investment spread percentage. The investment spread percentage was 2.22% and 1.95% for the three-month periods ended March 31, 2000 and 1999, respectively.

Investment income was $204.7 million and $204.9 million for the three-month periods ended March 31, 2000 and 1999, respectively. The decrease of $0.2 million in 2000 compared to 1999 is the result of a lower level of average invested assets ($6.1 million) offset by an increase in average investment yields ($5.9 million). The average investment yield was 6.45% and 6.27 % for the three-month periods March 31, 2000 and 1999, respectively. Investment income for the three-month periods ended March 31, 2000 and 1999, includes $21.1 million and $19.4 million, respectively, of S&P 500 Index call option amortization expense related to the Company's equity-indexed annuities.

Interest credited to policyholders was $127.3 million and $134.8 million for the three-month periods ended March 31, 2000 and 1999, respectively. The decrease of $7.5 million in 2000 compared to 1999 is the result of a lower average interest credited rate ($3.1 million) combined with a lower level of average policyholder balances ($4.4 million). Policyholder balances averaged $12.0 billion in the first quarter of 2000 ($9.7 billion of fixed products, consisting of fixed annuities and the closed block of single premium whole life insurance, and $2.3 billion of equity-indexed annuities) compared to $12.5 billion ($10.4 billion of fixed products and $2.1 billion of equity-indexed annuities) in the first quarter of 1999. The average interest credited rate was 4.23% (5.01% on fixed products and .85% on equity-indexed annuities) and 4.32% (5.02% on fixed products and .85% on equity-indexed annuities) for the three-month periods ended March 31, 2000 and 1999, respectively. The Company's equity-indexed annuities credit interest to the policyholder at a "participation rate" equal to a portion (ranging for existing policies from 25% to 100%) of the change in value of the S&P 500 Index. The Company's equity-indexed annuities also provide full guarantee of principal if held to term, plus interest at 0.85% annually. For each of the periods presented, the interest credited to equity-indexed policyholders related to the participation rate is reflected net of income recognized on the S&P 500 Index call options and futures resulting in a .85% net credited rate.

Average investments (computed without giving effect to Statement of Financial Accounting Standards No. 115), including a portion of the Company's cash and cash equivalents, were $12.7 billion and $13.1 billion for the three-month periods ended March 31, 2000 and 1999, respectively.

Net realized investment losses were $7.7 million and $3.1 million for the three-month periods ended March 31, 2000 and 1999, respectively. The net realized investment losses for the three-month period ended March 31, 2000 included losses of $3.3 million for certain fixed maturity investments where the decline in value was determined to be other than temporary. There were no other than temporary declines recorded in the three-month period ended March 31, 1999.

Net change in unrealized and undistributed gains in private equity limited partnerships is accounted for on the equity method and represents primarily increases in the fair value of the underlying investments of the private equity limited partnerships for which the Company has ownership interests in excess of 3%. This change in unrealized and undistributed gains is recorded net of the related amortization of deferred policy acquisition costs of $27.8 million for the three months ended March 31, 2000, and net of amounts realized, which are recognized in investment income of $1.7 million for the three months ended March 31, 2000. The financial information for these investments is obtained directly from the private equity limited partnerships on a periodic basis. The increase for the three months ended March 31, 2000 was due primarily to the increase in the valuation of the underlying investments of certain private equity limited partnerships. The corresponding amounts in 1999 were insignificant. There can be no assurance that any unrealized and undistributed gains will ultimately be realized or that the Company will not incur losses in the future on such investments.

The net increase in net income resulting from such change was $9.7 million for the quarter ended March 31, 2000.

Surrender charges are revenues earned on the early withdrawal of fixed, equity-indexed and variable annuity policyholder balances. Surrender charges on fixed, equity-indexed and variable annuity withdrawals generally are assessed at declining rates applied to policyholder withdrawals during the first five to seven years of the contract. Total surrender charges were $4.9 million and $3.9 million for the three-month periods ended March 31, 2000 and 1999, respectively.

On an annualized basis, total annuity withdrawals represented 14.86% and 12.81% of the total average annuity policyholder and separate account balances for the three-month periods ended March 31, 2000 and 1999, respectively. The higher level of surrenders are the result of increased competition from other investment products and policy-holders surrendering out of fixed annuities to take advantage of the strong equity markets. The later trend is expected to have a reduced impact on surrender activity as equity markets exhibit increased volatility.

Separate account income is primarily mortality and expense charges earned on variable annuity and variable life policyholder balances. These charges, which are based on the market values of the assets in the separate accounts supporting the contracts, were $10.7 million and $6.6 million for the three-month periods ended March 31, 2000 and 1999, respectively. Variable product fees represented 1.42% and 1.41% of the average variable annuity and variable life separate account balances for the three-month periods ended March 31, 2000 and 1999, respectively. In addition, for certain separate institutional accounts the investment spread is included in separate account income.

Management fees are primarily investment advisory fees related to the separate account assets. The fees are based on the level of assets under management, which are affected by product sales, redemptions and changes in the fair values of the investments managed. Management fees were $2.6 million and $1.6 million for the three-month periods ended March 31, 2000 and 1999, respectively. The increase of $1.0 million in 2000 compared to 1999 primarily reflects a higher level of average separate account assets under management. Average separate account assets were $3.4 billion and $2.1 billion for the three-month periods ended March 31, 2000 and 1999, respectively.

Operating expenses primarily represent compensation and general and administrative expenses. These expenses were $15.8 million and $13.5 million for the three-month periods ended March 31, 2000 and 1999, respectively. The increase in 2000 compared to 1999 was primarily due to higher employee and information technology related expenses.

Amortization of deferred policy acquisition costs relates to the costs of acquiring new business, which vary with, and are primarily related to, the production of new annuity business. Such acquisition costs included commissions, costs of policy issuance, underwriting and selling expenses.

Amortization was $27.1 million and $24.3 million for the three-month periods ended March 31, 2000 and 1999, respectively. The $2.8 million increase in amortization in 2000 compared to 1999 was primarily related to the increase in investment spread from the growth of business in force associated with fixed and equity-indexed products and the increased sales of variable annuity products during 2000. Amortization expense represented 30.7% and 31.6%, on an annualized basis, of investment spread and separate account fees for 2000 and 1999, respectively.

Federal income tax expense was $20.2 million and $13.9 million, or 34.6% and 34.8% of pretax income, for the three-month periods ended March 31, 2000 and 1999, respectively. The decrease in the effective tax rate was due to an increase in permanent differences.

Stockholder's equity was $1.049 billion as of March 31, 2000 compared to $1.013 billion as of December 31, 1999. The $35.6 million increase in stockholder's equity consists of $38.1 million of net income for the period offset by a $2.5 million decrease in net unrealized investment losses on available for sale securities.

Investments (computed without giving effect to Statement of Financial Accounting Standards No. 115), including a portion of the Company's cash and cash equivalents, were $12.8 billion at March 31, 2000 and December 31, 1999.

The Company's general investment policy is to hold fixed maturity investments for long-term investment and, accordingly, the Company does not have a trading portfolio. To provide for maximum portfolio flexibility and appropriate tax planning, the Company classifies its bond portfolio as "available for sale" and carries such investments at fair value. Gross unrealized losses at March 31, 2000 and December 31, 1999 were $289.1 million and $323.3 million, respectively.

Approximately $11.3 billion, or 81.0%, of the Company's general account and certain separate account investments at March 31, 2000, were rated by Standard & Poor's Corporation, Moody's Investors Service or under comparable statutory rating guidelines established by the National Association of Insurance Commissioners (NAIC). At March 31, 2000, the carrying value of investments in below investment grade securities totaled $1.3 billion, or 9.1% of general account and certain separate account investments of $14.0 billion. Below investment grade securities generally provide higher yields and involve greater risks than investment grade securities because their issuers typically are more highly leveraged and more vulnerable to adverse economic conditions than investment grade issuers. In addition, the trading market for these securities may be more limited than for investment grade securities.

The carrying value of non-income producing securities at March 31, 2000 and December 31, 1999 was approximately $29.6 milllion and $22.6 million, respectively.

As a component of its investment strategy and to reduce its exposure to interest rate risk, the Company utilizes interest rate and total return swap agreements and interest rate cap agreements to match assets more closely to liabilities. Interest rate swap agreements are agreements to exchange with counterparty interest rate payments of differing character (e.g., fixed-rate payments exchanged for variable-rate payments) based on an underlying principal balance (notional principal) to hedge against interest rate changes. The Company currently utilizes interest rate swap agreements to reduce asset duration and to better match interest earned on longer-term fixed-rate assets with interest credited to policyholders. A total return swap agreement is an agreement to exchange payments based upon an underlying notional balance and changes in variable rate and total return indices. The Company utilizes total return swap agreements to hedge its obligations related to certain separate account liabilities. The Company had 67 outstanding swap agreements as of March 31, 2000 and December 31, 1999 with an aggregate notional principal amount of $3.6 billion and $3.4 billion, respectively.

Cap agreements are agreements with a counterparty that require the payment of a premium for the right to receive payments for the difference between the cap interest rate and a market interest rate on specified future dates based on an underlying notional principal to hedge against rising interest rates. There were no outstanding interest rate cap agreements as of March 31, 2000. The Company had interest rate cap agreements with an aggregate notional amount of $50.0 million as of December 31, 1999.

With respect to the Company's equity-indexed annuities, the Company buys call options and futures on the S&P 500 Index to hedge its obligations to provide returns based upon this index. The Company had call options with a carrying value of $587.3 million and $701.1 million as of March 31, 2000 and December 31, 1999, respectively. The Company had open futures with a fair value of $(12.2) million and $(0.1) as of March 31, 2000 and December 31, 1999, respectively. The Company had total return swap agreements with a carrying value of $49.7 million and $37.8 million as of March 31, 2000 and December 31, 1999, respectively.

There are risks associated with some of the techniques the Company uses to match its assets and liabilities. The primary risk associated with swap, cap and call option agreements is counterparty nonperformance. The Company believes that the counterparties to its swap, cap and call option agreements are financially responsible and that the counterparty risk associated with these transactions is minimal. Future contracts trade on organized exchanges and, therefore, have minimal credit risk. In addition, swap and cap agreements have interest rate risk and call options, futures and certain total return swap agreements have stock market risk. These swap and cap agreements hedge fixed-rate assets and the Company expects that any interest rate movements that adversely affect the market value of swap agreements would be offset by changes in the market values of such fixed-rate assets. However, there can be no assurance that these hedges will be effective in offsetting the potential adverse effects of changes in interest rates. Similarly, the call options, futures and certain total return swap agreements hedge the Company's obligations to provide returns on equity-indexed annuities based upon the S&P 500 Index, and the Company believes that any stock market movements that adversely affect the market value of S&P 500 Index call options, futures and certain total return swap agreements would be substantially offset by a reduction in policyholder liabilities. However, there can be no assurance that these hedges will be effective in offsetting the potentially adverse effects of changes in S&P 500 Index levels. The Company's profitability could be adversely affected if the value of its swap and cap agreements increase less than (or decrease more than) the change in the market value of its fixed rate assets and/or if the value of its S&P Index 500 call options, futures and certain total return swap agreements increase less than (or decrease more than) the value of the guarantees made to equity-indexed policyholders.

In June 1998, Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") was issued. SFAS 133 standardizes the accounting for derivative instruments and the derivative portion of certain other contracts that have similar characteristics by requiring that an entity recognize those instruments at fair value. This statement also requires a new method of accounting for hedging transactions, prescribes the type of items and transactions that may be hedged, and specifies detailed criteria to be met to qualify for hedge accounting. In June 1999, SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133" was issued ("SFAS 137"). SFAS 137 defers the effective date of SFAS 133 until fiscal years beginning after June 15, 2000. Early adoption is permitted. Upon adoption, the Company will be required to record a cumulative effect adjustment to reflect this accounting change. The Company has not completed its analysis and evaluation of the requirements and the impact of this statement.

The Company's liquidity needs and financial resources pertain to the management of the general account assets and policyholder balances. The Company uses cash for the payment of annuity and life insurance benefits, operating expenses, policy acquisition costs, and the purchase of investments. The Company generates cash from annuity premiums and deposits, net investment income, and from maturities and sales of its investments. Annuity premiums, maturing investments and net investment income have historically been sufficient to meet the Company's cash requirements. The Company monitors cash and cash equivalents in an effort to maintain sufficient liquidity and has strategies in place to maintain sufficient liquidity in changing interest rate environments. Consistent with the nature of its obligations, the Company has invested a substantial amount of its general account assets in readily marketable securities. At March 31, 2000, $10.7 billion, or 76.8%, of the Company's general account and certain separate account investments are considered readily marketable.

To the extent that unanticipated surrenders cause the Company to sell for liquidity purposes a material amount of securities prior to their maturity, such surrenders could have a material adverse effect on the Company. Although no assurance can be given, the Company believes that liquidity to fund withdrawals would be available through incoming cash flow, the sale of short-term or floating-rate instruments, thereby precluding the sale of fixed maturity investments in a potentially unfavorable market.

Current Rhode Island insurance law permits the payment of dividends or distributions from the Company to Liberty Financial, which, together with dividends and distributions paid during the preceding 12 months, do not exceed the lesser of (i) 10% of statutory surplus as of the preceding December 31 or (ii) the net gain from operations for the preceding fiscal year. Any proposed dividend in excess of this amount is called an "extraordinary dividend" and may not be paid until it is approved by the Commissioner of Insurance of the State of Rhode Island. As of December 31, 1999, the amount of additional dividends that the Company could pay without such approval was $57.8 million.

Based upon the historical cash flow of the Company, the Company's current financial condition and the Company's expectation that there will not be a material adverse change in the results of operations of the Company and its subsidiaries during the next twelve months, the Company believes that cash flow provided by operating activities over this period will provide sufficient liquidity for the Company to meet its liquidity needs.

Inflation has not had a material effect on the Company's consolidated results of operations to date. The Company manages its investment portfolio in part to reduce its exposure to interest rate fluctuations. In general, the fair value of the Company's fixed maturity portfolio increases or decreases in inverse relationship with fluctuations in interest rates, and the Company's net investment income increases or decreases in direct relationship with interest rate changes. For example, if interest rates decline the Company's fixed maturity investments generally will increase in fair value, while net investment income will decrease as fixed maturity investments mature or are sold and the proceeds are reinvested at reduced rates. However, inflation may result in increased operating expenses that may not be readily recoverable in the prices of the services charged by the Company.

There have not been any material changes during the three-month period ended March 31, 2000 in the market risks the Company is exposed to and management of such risks, which are summarized in our 1999 Form 10-K.

#27 Financial Data Schedule - page 15

There were no reports filed on Form 8-K during the quarter ended March 31, 2000.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.