SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended                             June 30, 1998

                                     or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from  _____________ to __________________________

               Commission file numbers  33-3630 and 333-1783

                      KEYPORT LIFE INSURANCE COMPANY
          (Exact name of registrant as specified in its charter)

             Rhode Island                                   05-0302931
(State of other jurisdiction of incorporation or organization)    (I.R.S.
Employer Identification No.)


         125 High Street, Boston, Massachusetts              02110-2712
  (Address of principal executive offices)                   (Zip Code)


                              (617) 526-1400
           (Registrant's telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last
report)

   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

    There were 2,412,000 shares of the registrant's Common Stock, $1.25 par
value, outstanding as of June 30, 1998.


Exhibit Index - Page 15                                     Page 1 of 16


                      KEYPORT LIFE INSURANCE COMPANY
     QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1998
                                     
                                     
                             TABLE OF CONTENTS


Part I.  FINANCIAL INFORMATION                                   Page

Item 1.    Financial Statements

     Consolidated Balance Sheets as of June 30, 1998 and
          December 31, 1997                                       3

     Consolidated Income Statements for the Three and Six
          Month Periods Ended June 30, 1998 and 1997              4

     Consolidated Statements of Cash Flows for the Six Month
          Periods Ended June 30, 1998 and 1997                    5

     Notes to Consolidated Financial Statements                   6-7

Item 2.    Management's Discussion and Analysis of Results of
           Operations and Financial Condition                     8-13


Part II.    OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                       13

Signatures                                                        14

Exhibit Index                                                     15




                      KEYPORT LIFE INSURANCE COMPANY
                                     
                        CONSOLIDATED BALANCE SHEETS
                              (in thousands)

                                                June 30,    December 31,
ASSETS                                            1998         1997
                                               Unaudited
Cash and investments:
  Fixed maturities available for sale
    (amortized cost:  1998 - $11,225,320;
    1997 - $10,981,618)                      $ 11,472,187  $ 11,246,539
  Equity securities (cost: 1998 - $43,475;
    1997 - $21,950)                                67,690        40,856
  Mortgage loans                                   57,723        60,662
  Policy loans                                    574,025       554,681
  Other invested assets                           583,032       440,773
  Cash and cash equivalents                     1,230,617     1,162,347
          Total cash and investments           13,985,274    13,505,858

Accrued investment income                         164,264       165,035
Deferred policy acquisition costs                 264,021       232,039
Value of insurance in force                        53,096        53,298
Intangible assets                                  18,710        18,058
Income taxes recoverable                           33,501        22,537
Receivable for investments sold                   102,376         1,398
Other assets                                       24,991        14,777
Separate account assets                         1,488,708     1,329,189

          Total assets                       $ 16,134,941  $ 15,342,189

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:

  Policy liabilities                         $ 12,491,397  $ 12,086,076
  Deferred income taxes                           153,514       133,003
  Payable for investments purchased
    and loaned                                    845,356       722,116
  Other liabilities                                40,929        34,015
  Separate account liabilities                  1,447,994     1,263,958
          Total liabilities                    14,979,190    14,239,168

Stockholder's equity:
  Common stock, $1.25 par value; authorized
    8,000 shares; issued and outstanding
    2,412 shares                                    3,015         3,015
  Additional paid-in capital                      505,933       505,933
  Accumulated other comprehensive income           84,866        82,277
  Retained earnings                               561,937       511,796
         Total stockholder's equity             1,155,751     1,103,021

         Total liabilities and
           stockholder's equity              $ 16,134,941  $ 15,342,189

                          See accompanying notes
                                     
                                     
                      KEYPORT LIFE INSURANCE COMPANY
                                     
                      CONSOLIDATED INCOME STATEMENTS
                              (in thousands)
                                 Unaudited

                                 Three Months Ended     Six Months Ended
                                      June 30               June 30
                                  1998       1997       1998       1997

Investment income             $ 200,955   $ 210,655  $ 407,030  $ 417,170
Interest credited
  to policyholders              140,198     147,224    282,334    294,537
Investment spread                60,757      63,431    124,696    122,633
Net realized investment
  (losses) gains                 (2,483)      2,669     (1,665)    15,465
Fee income:
  Surrender charges               5,409       3,765      9,620      7,301
  Separate account fees           5,394       4,010     10,102      7,949
  Management fees                 1,597         803      2,555      1,580
Total fee income                 12,400       8,578     22,277     16,830

Expenses:
  Policy benefits                  (560)     (1,133)    (1,020)    (2,154)
  Operating expenses            (13,611)    (12,036)   (29,150)   (24,066)
  Amortization of deferred
    policy acquisition costs    (18,346)    (19,483)   (37,321)   (35,740)
  Amortization of value of
    insurance in force           (1,216)     (1,830)    (2,692)    (5,067)
  Amortization of intangible
    assets                         (314)       (282)      (628)      (564)
Total expenses                  (34,047)    (34,764)   (70,811)   (67,591)

Income before income taxes       36,627      39,914     74,497     87,337
Income tax expense              (12,535)    (13,819)   (24,356)   (29,704)

          Net income          $  24,092   $  26,095  $  50,141  $  57,633


                          See accompanying notes


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

                                                    Six  Months Ended
                                                        June 30,
                                                 1998               1997
Cash flows from operating activities:
  Net income                                   $    50,141     $    57,633
  Adjustments to reconcile net income to net
   cash provided by operating activities:
      Interest credited to policyholders           282,334         294,537
      Net realized investment losses (gains)         1,665         (15,465)
      Amortization of value of insurance
        in force and intangible assets               3,320           5,631
      Net amortization on investments               28,245          16,252
      Change in deferred policy
        acquisition costs                          (20,933)         (5,152)
      Change in current and deferred
        income taxes                                30,246          18,201
      Net change in other assets and
        liabilities                                (13,508)         11,631
      Net cash provided by operating
        activities                                 361,510         383,268

Cash flows from investing activities:
  Investments purchased - available for sale    (3,498,283)     (2,225,298)
  Investments sold - available for sale          2,690,757         975,742
  Investments matured - available for sale         561,207         969,714
  Increase in policy loans                         (19,344)        (13,837)
  Decrease in mortgage loans                         2,939           3,374
  Other invested assets sold (purchased), net       32,134            -

  Value of business acquired, net of cash           (3,999)           -
        Net cash used in investing activities     (234,589)       (290,305)

Cash flows from financing activities:
  Withdrawals from policyholder accounts          (850,835)       (631,770)
  Deposits to policyholder accounts                775,231         507,605
  Securities lending                                16,953         478,767
        Net cash (used in) provided by
           financing activities                    (58,651)        354,602

Change in cash and cash equivalents                 68,270         447,565
Cash and cash equivalents at beginning
  of period                                      1,162,347         767,385
Cash and cash equivalents at end of period     $ 1,230,617     $ 1,214,950

                          See accompanying notes

                      KEYPORT LIFE INSURANCE COMPANY
                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 Unaudited

1.   General

In the opinion of management, all adjustments consisting of normal
recurring accruals which are necessary for a fair presentation of the
financial position of Keyport Life Insurance Company (the Company) at June
30, 1998 and December 31, 1997, and its cash flows and results of its
operations for the three month and six month periods ended June 30, 1998
and 1997, have been made.  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
1997 Form 10-K.  The results of operations for the six month period ended
June 30, 1998 are not necessarily indicative of the results to be expected
for the full year.  Certain previously reported amounts have been
reclassified to conform with the current period presentation.

2.   Investments

The Company's general investment policy is to hold fixed maturity assets
for long-term investment and, accordingly, the Company does not have a
trading portfolio.  To provide for maximum portfolio flexibility and enable
appropriate tax planning, the Company classifies fixed maturity investments
as "available for sale", which are carried at fair value.

3.   Acquisitions

On January 2, 1998, the Company acquired the common stock of American
Benefit Life Insurance Company, renamed Keyport Benefit Life Insurance
Company on March 31, 1998, a New York insurance company, for $7.4 million.
The acquisition was accounted for as a purchase and, accordingly, operating
results are included in the consolidated financial statements from the date
of acquisition.  In connection with the acquisition, the Company acquired
assets with a fair value of $9.4 million and assumed liabilities of $3.2
million.

4.   Recent Accounting Change

As of January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130 "Reporting Comprehensive Income" (FAS 130).
FAS 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this
statement did not have any impact on the Company's net income or
stockholder's equity.  FAS 130 requires unrealized gains or losses on the
Company's available-for-sale securities, which prior to adoption were
reported separately in stockholder's equity, to be included in accumulated
other comprehensive income.  Prior year financial statements have been
reclassified to conform to the requirements of FAS 130.

Total comprehensive income, net of tax, for the six month periods ended
June 30, 1998 and 1997, amounted to $52.7 million and $57.8 million,
respectively.

5.   Recent Accounting Prouncement

In June 1998, Statement of Financial Accounting Standards No. 133
"Accounting for Derivative Instruments and Hedging Activities", was issued.
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.  This statement is effective for fiscal years beginning
after June 15, 1999.  Earlier adoption is permitted as of July 1, 1998.
The Company is evaluating the impact of this statement.




Item 2.  Management's Discussion and Analysis of Results of Operations
and Financial Condition
     
Results of Operations

Net income was $24.1 million for the second quarter of 1998 compared to
$26.1 million for the second quarter of 1997.  Year-to-date, net income was
$50.1 million compared to $57.6 million in the prior year. The decrease in
the second quarter is attributable to decreases in investment spread and
net realized investment gains offset by increases in fee income.  The year-
to-date decrease is due to a decline in net realized investment gains and
increases in operating expenses and fee income.
  
Investment spread is the amount by which investment income earned on the
Company's investments exceeds interest credited to policyholder balances.
Investment spread was $60.8 million for the second quarter of 1998 compared
to $63.4 million for the second quarter of 1997.  The amount by which the
average yield on investments exceeds the average interest credited rate on
policyholder balances is the investment spread percentage, which amounted
to 1.71% in the second quarter of 1998 and 1.93% in the second quarter of
1997.  For the first six months of 1998, investment spread was $124.7
million compared to $122.6 million for the first six months of 1997.  The
investment spread percentage was 1.78% for the first six months of 1998
compared to 1.89% for the first six months of 1997.
  
Investment income was $201.0 million for the second quarter of 1998
compared to $210.7 million for the second quarter of 1997.  The decrease of
$9.7 million in 1998 compared to 1997 primarily relates to a $18.2 million
decrease resulting from a lower average investment yield, substantially
offset by a $8.5 million increase as a result of a higher level of average
invested assets.  The second quarter 1998 investment income was net of
$17.9 million of S&P 500 Index call option amortization expense related to
the Company's equity-indexed annuities compared to $9.8 million in the
second quarter of 1997.  The average investment yield was 6.32% in the
second quarter of 1998 compared to 6.92% in the second quarter of 1997.
Year-to-date, investment income was $407.0 million compared to $417.2
million in the prior year.  The decrease of $10.2 million in 1998 compared
to 1997 is attributable to a $28.2 million decrease resulting from a lower
average investment yield, substantially offset by a $18.1 million increase
as a result of a higher level of average invested assets.  The first six
months of 1998 investment income included $35.2 million of S&P 500 Index
call option amortization expense related to the Company's equity-indexed
annuities compared to $17.6 million in the prior year.  The average
investment yield was 6.44% for the first six months of 1998 compared to
6.90% for the first six months of 1997.

Interest credited to policyholders totaled $140.2 million for the second
quarter of 1998 compared to $147.2 million for the second quarter of 1997.
The decrease of $7.0 million in 1998 compared to 1997 relates to a $11.1
million decrease resulting from a lower average interest credited rate,
partially offset by a $4.1 million increase as a result of a higher level
of average policyholder balances.  Policyholder balances averaged $12.2
billion for the second quarter of 1998 ($10.4 billion of fixed products and
$1.8 billion of equity-indexed annuities) compared to $11.8 billion ($10.7
billion of fixed products and $1.1 billion of equity-indexed annuities) for
the second quarter of 1997.  The average interest credited rate was 4.61%
(5.31% on fixed products and .85% on equity-indexed annuities) for the
second quarter of 1998 compared to 4.99% (5.42% on fixed products and .85%
on equity-indexed annuities) in the second quarter of 1997.  The Company's
equity-indexed annuities credit interest to the policyholder at a
"participation rate" equal to a portion (ranging for existing policies from
55% to 95%) of the change in value of the S&P 500 Index.  For the first six
months of 1998, interest credited to policyholders totaled $282.3 million
compared to $294.5 million for the first six months of 1997.  The decrease
of $12.2 million in the first six months of 1998 compared to the first six
months of 1997 is due to a $21.0 million decrease resulting from a lower
average interest credited rate, partially offset by a $8.8 million increase
as a result of a higher level of average policyholder balances.
Policyholder balances averaged $12.1 billion ($10.4 billion of fixed
products and $1.7 billion of equity-indexed annuities) for the first six
months of 1998 compared to $11.7 billion ($10.8 billion of fixed products
and $.9 billion of equity-indexed annuities) for the first six months of
1997.  The average year-to-date interest credited rate was 4.66% (5.31% on
fixed products and .85% on equity-indexed annuities) in 1998 compared to
5.01% (5.39% on fixed products and .85% on equity-indexed annuities) in
1997.

Average investments (computed without giving effect to SFAS 115), including
a portion of the Company's cash and cash equivalents, were $12.7 billion
for the second quarter of 1998 compared to $12.2 billion in the second
quarter of 1997.  For the first six months of 1998, such average
investments were $12.7 billion compared to $12.1 billion in the prior year.
These increases primarily relate to reinvestment of portfolio earnings.

Net realized investment losses were $2.5 million in the second quarter of
1998 compared to net realized investment gains of $2.7 million in the
second quarter of 1997.  Year-to-date, net realized investment losses were
$1.7 million compared to net realized investment gains of $15.5 in 1997.
Sales of fixed maturity investments generally are made to maximize total
return.  The net realized investment gains in 1997 included gains on the
sales of fixed maturity investments and gains on redemption of seed money
investments in separate account mutual funds sponsored by the Company.

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 $5.4 million in the second quarter of 1998 compared to $3.8 in 1997.
Year-to-date, surrender charges were $9.6 million compared to $7.3 million
in 1997.

On an annualized basis, total fixed, equity-indexed and variable annuity
withdrawals represented 14.6% and 10.9% of the total average annuity
policyholder and separate account balances for the second quarter of 1998
and 1997, respectively, and 14.4% and 11.0% of the total average
policyholder and separate account balances for the first six months of 1998
and 1997, respectively.

Separate account fees are primarily mortality and expense charges earned on
variable annuity and variable life policyholder balances.  These fees,
which are based on the market values of the assets supporting the contracts
in separate accounts, were $5.4 million in the second quarter of 1998
compared to $4.0 million in 1997.  Such fees represented 1.51% and 1.50% of
average variable annuity and variable life separate account balances for
the second quarters of 1998 and 1997, respectively.  Year-to-date, separate
account fees were $10.1 million compared to $7.9 million in 1997.  These
fees represented 1.47% and 1.52% of average variable annuity and variable
life separate account balances for the first six months of 1998 and 1997,
respectively.

Management fees are primarily investment advisory fees related to the
separate account assets.  The fees are based on the levels of assets under
management, which are affected by product sales, redemptions, and changes
in the market values of the investments managed.  Management fees were $1.6
million in the second quarter of 1998 compared to $0.8 million in the
second quarter of 1997.  The increase of $0.8 million in 1998 compared to
1997 primarily reflects a higher level of average assets under management.
Year-to-date, management fees were $2.6 million compared to $1.6 million in
1997.  The increase of $1.0 reflects a higher level of average assets under
management.

Operating expenses primarily represent compensation and other general and
administrative expenses.  These expenses were $13.6 million in the second
quarter of 1998 compared to $12.0 million in the second quarter of 1997.
For the first six months of 1998, operating expenses were $29.2 million
compared to $24.1 million in the prior year.  The increase in 1998 is
primarily due to higher employee related expenses.

Amortization of deferred policy acquisition costs relates to the costs of
acquiring new business that vary with, and are primarily related to, the
production of new annuity business.  Such costs include commissions, costs
of policy issuance and underwriting and selling expenses.  Amortization was
$18.3 million in the second quarter of 1998 compared to $19.5 million in
the second quarter of 1997.  Amortization of deferred policy acquisition
costs was $37.3 million for the six months ended June 30, 1998 compared to
$35.7 million for the six months ended June 30, 1997.  The increase in
amortization in the first six months of 1998 compared to 1997 was primarily
related to the increase in investment spread from the growth of business in
force associated with fixed and equity-indexed annuities and the increased
sales of variable annuity policies.  Amortization expense represented 30.2%
and 30.7% of investment spread in the second quarter of 1998 and 1997,
respectively.  For the first six months of 1998 and 1997, the corresponding
percentages were 29.9% and 29.1%, respectively.

Amortization of value of insurance in force relates to the actuarially-
determined present value of projected future gross profits from policies in
force at the date of acquisition.  Amortization totaled $1.2 million in the
second quarter of 1998 compared to $1.8 million in 1997.  Amortization of
value of insurance in force totaled $2.7 million for the six months ended
June 30, 1998 compared to $5.1 million for the six months ended June 30,
1997.  These decreases in amortization in 1998 compared to 1997 are due to
a change in mortality assumptions.

Federal income tax expense was $12.5 million or 34.2% of pretax income in
the second quarter of 1998 compared to $13.8 million, or 34.6% of pretax
income in the second quarter of 1997.  Year-to-date, federal income tax
expense was $24.4 million or 32.7% of pretax income, compared to $29.7
million or 34.0% of pretax income for the first six months of 1997.

Financial Condition

Stockholder's Equity as of June 30, 1998 was $1.16 billion compared to
$1.10 billion as of December 31, 1997.  The increase in stockholder's
equity was due to $50.1 million of net income for the period and
appreciation of available for sale securities.

Investments not including cash and cash equivalents totaled $12.8 billion
at June 30, 1998 compared to $12.3 billion at December 31, 1997.

The Company's general investment policy is to hold fixed maturity assets
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 fixed maturity
portfolio as "available for sale" and carries such investments at fair
value.  The Company's total investments at June 30, 1998 and December 31,
1997 reflected net unrealized gains of $268.3 million and $280.3 million,
respectively, relating to its fixed maturity and equity portfolios.

Approximately $11.1 billion, or 80.0%, of the Company's general account
investments at June 30, 1998, was rated by Standard & Poor's Corporation,
Moody's Investors Service or under comparable statutory rating guidelines
established by the NAIC.  At June 30, 1998, the carrying value of
investments in below investment grade securities totaled $1.1 billion, or
8.0% of general 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.

Management of the Company's Investments

Asset-liability duration management is utilized by the Company to minimize
the risks of interest rate fluctuations and policyholder withdrawals.  The
Company believes that its fixed and equity-indexed policyholder balances
should be backed by investments, principally comprised of fixed maturities,
that generate predictable rates of return.  The Company does not have a
specific target rate of return.  Instead, its rates of return vary over
time depending on the current interest rates, the slope of the yield curve
and the excess at which fixed maturities are priced over the yield curve.
Its portfolio strategy is designed to achieve acceptable risk-adjusted
returns by effectively managing portfolio liquidity and credit quality.

The Company conducts its investment operations to closely match the
duration of the assets in its investment portfolio to its policyholder
balances.  The Company seeks to achieve an acceptable spread between what
it earns on its assets and interest credited on its policyholder balances
by investing principally in fixed maturities.  The Company's fixed-rate
products incorporate surrender charges to encourage persistency and make
the cost of its policyholder balances more predictable.  Approximately
82.1% of the Company's fixed annuity policyholder balances were subject to
surrender charges at June 30, 1998.

As part of its asset-liability management discipline, the Company conducts
detailed computer simulations that model its fixed-maturity assets and
liabilities under commonly used stress-test interest rate scenarios.  Based
on the results of these computer simulations, the investment portfolio has
been constructed with a view toward maintaining a desired investment spread
between the yield on portfolio assets and the interest credited on its
policyholder balances under a variety of possible future interest rate
scenarios.  At June 30, 1998 the effective duration of the Company's fixed
maturities investments (including certain cash and cash equivalents) was
approximately 3.0.  Effective duration is a common measure for the price
sensitivity of a fixed-income portfolio to changes in interest rates.  It
measures the approximate percentage change in the market value of a
portfolio when interest rates change by 100 basis points.  This measure
includes the impact of estimated changes in portfolio cash flows from
features such as prepayments and bond calls.

As a component of its investment strategy and to reduce its exposure to
interest rate risk, the Company utilizes interest rate swap agreements and
interest rate cap agreements to match assets more closely to liabilities.
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 swap agreements to reduce asset duration and to better match
interest earned on longer-term fixed-rate assets with interest credited to
policyholders.  The Company had 41 and 45 outstanding swap agreements with
an aggregate notional principal amount of $2.4 billion and $2.6 billion at
June 30, 1998 and December 31, 1997, 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 principal balance (notional principal) to hedge
against rising interest rates.  The Company had interest rate cap
agreements with an aggregate notional amount of $250.0 million as of June
30, 1998 and December 31, 1997, respectively.

With respect to the Company's equity-indexed annuities, the Company buys
call options on the S&P 500 Index to hedge its obligations to provide
returns based upon this index.  The Company had call options with a book
value of $473.1 million and $323.3 million as of June 30, 1998 and December
31, 1997, 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.  In addition, swap and cap
agreements have interest rate risk and call options 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 and cap 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 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 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 500 call options increase less than (or decrease
more than) the value of the guarantees made to equity-indexed
policyholders.

The Company routinely reviews its portfolio of investment securities.  The
Company identifies monthly any investments that require additional
monitoring, and carefully reviews the carrying value of such investments at
least quarterly to determine whether specific investments should be placed
on a nonaccrual basis and to determine declines in value that may be other
than temporary.  In making these reviews, the Company principally considers
the adequacy of collateral (if any), compliance with contractual covenants,
the borrower's recent financial performance, news reports and other
externally generated information concerning the creditor's affairs.  In the
case of publicly traded fixed maturity investments, management also
considers market value quotations, if available.

Liquidity

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
June 30, 1998, $10.5 billion, or 75.0%, of the Company's general 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 June 30,
1998, the amount of dividends that the Company could pay without such
approval was $70.3 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.

Year 2000

Many existing computer programs use only two digits to identify a year in
the date field.  These programs were designed and developed without
considering the impact of the upcoming change in the century.  If not
corrected, many computer applications could fail or create erroneous
results by or at the Year 2000.  This potential problem has become known as
the "Year 2000 issue".  The Year 2000 issue affects virtually all companies
and organizations.

Computer applications that are affected by the Year 2000 issue could impact
Keyport's business functions in various ways, ranging from a complete
inability to perform critical business functions to a loss of productivity
in varying degrees.  Likewise, the failure of some computer applications
could have no impact on critical business functions.

Keyport is assessing and addressing the Year 2000 issue by implementing a
four-step plan.  The first two steps involve inventorying all the computer
applications that support Keyport's business functions and prioritizing
computer applications that are affected by the Year 2000 issue based upon
the degree of impact each has on the functioning of Keyport's business
units.  The first two steps of the plan are substantially complete.

The final two steps of the four-step plan involve remediation of affected
computer applications (i.e., repairing or replacing programs, including
those which interface with third-party computer applications that have
unremediated Year 2000 issues, and appropriate testing) and reinstallation
of computer applications.  For computer applications that are "mission
critical" (i.e., their failure would result in the complete inability to
perform critical business functions), Keyport expects to complete the final
two steps of the plan by December 31, 1998.  Remediation and reinstallation
of non-critical computer applications are scheduled to be completed by
December 31, 1999.

Keyport believes that the Year 2000 issue could have a material impact on
Keyport's operations if the four-step plan is not timely implemented.
However, based upon the progress that is being made, Keyport believes that
the timetable for implementing the plan will be met and that the Year 2000
issue will not pose significant operational problems for its computer
systems.

Effects of Inflation

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.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibit

       #27  Financial Data Schedule - page 16

(b)  Reports on Form 8-K

       There were no reports filed on Form 8-K during the quarter ended
June 30, 1998.









                                SIGNATURES


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.



                              KEYPORT LIFE INSURANCE COMPANY

                              /s/ Bernhard M. Koch

                              Bernhard M. Koch
                              Senior Vice President and
                              Chief Financial Officer
                              (Principal Financial Officer)


                              /s/ Jeffery J. Whitehead

                              Jeffery J. Whitehead
                              Vice President and Treasurer
                              (Chief Accounting Officer)





Date:  August 13, 1998








                               Exhibit Index



Exhibit No.    Description                              Page

   27          Financial Data Schedule                   16