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               September 30, 1999         _

                                     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 September 30, 1999.


Exhibit Index - Page 17                                      Page 1 of 18

<PAGE>
                      KEYPORT LIFE INSURANCE COMPANY
   QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 1999

                             TABLE OF CONTENTS


Part I.   FINANCIAL INFORMATION                                   Page

Item 1.   Financial Statements

          Consolidated Balance Sheet as of September 30, 1999
            and December 31, 1998                                  3

          Consolidated Income Statement for the Three and
            Nine-month Periods Ended September 30, 1999 and 1998   4

          Consolidated Statement of Cash Flows for the Nine-month
            Periods Ended September 30, 1999 and 1998              5

          Notes to Consolidated Financial Statements               6

Item 2.   Management's Discussion and Analysis of Results of
            Operations and Financial Condition                     7-14


Part II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                         15

Signatures                                                         16

Exhibit Index                                                      17


                                    2

<PAGE>
                      KEYPORT LIFE INSURANCE COMPANY
                        CONSOLIDATED BALANCE SHEET
                              (in thousands)

                                           September 30,    December 31,
              ASSETS                          1999             1998
                                            Unaudited
Cash and investments:
 Bonds - available for sale (amortized
  cost: 1999 - $10,993,746; 1998 -
  $11,174,697)                             $ 10,755,549    $ 11,277,204
 Equity securities (cost: 1999 - $18,430;
  1998 - $21,836)                                25,777          24,649
 Mortgage loans                                  13,049          55,117
 Policy loans                                   589,626         578,770
 Other invested assets                          684,573         662,513
 Cash and cash equivalents                    1,115,645         719,625
   Total cash and investments                13,184,219      13,317,878

Accrued investment income                       176,165         160,950
Deferred policy acquisition costs               647,344         407,593
Intangible assets                                17,140          18,082
Income taxes recoverable                         13,542          31,909
Receivable for investments sold                  39,960          37,936
Other assets                                     63,868          35,345
Separate account assets                       2,849,628       1,765,538

   Total assets                            $ 16,991,866    $ 15,775,231

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
 Policy liabilities                        $ 12,075,641    $ 12,504,081
 Deferred income taxes                          125,943         143,596
 Payable for investments purchased and
   loaned                                       835,526         240,440
 Other liabilities                               49,359          28,312
 Separate account liabilities                 2,790,388       1,723,205
   Total liabilities                         15,876,857      14,639,634

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
 Retained earnings                              654,316         600,396
 Accumulated other comprehensive (loss)
  income                                        (48,255)         26,253
   Total stockholder's equity                 1,115,009       1,135,597

   Total liabilities and stockholder's
     equity                                $ 16,991,866    $ 15,775,231
                          See accompanying notes
                                     3

<PAGE>
                      KEYPORT LIFE INSURANCE COMPANY

                       CONSOLIDATED INCOME STATEMENT
                              (in thousands)
                                 Unaudited


                              Three-months Ended     Nine-months Ended
                                 September 30,         September 30,
                               1999        1998       1999       1998

Investment income         $  196,724  $  201,158  $  597,379  $  608,188
Interest credited to
  policyholders              131,301     143,271     395,488     425,605
Investment spread             65,423      57,887     201,891     182,583
Net realized investment
  (losses) gains             (12,331)      4,112     (26,782)      2,447
Fee income:
  Surrender charges            4,887       4,384      13,214      14,004
  Separate account fees        8,747       5,352      23,033      15,454
  Management fees              2,328         769       6,472       3,324
Total fee income              15,962      10,505      42,719      32,782

Expenses:
 Policy benefits                 986         386       2,930       1,406
 Operating expenses           13,468      10,817      41,191      39,967
 Amortization of deferred
  policy acquisition costs    22,837      16,643      69,530      56,656
 Amortization of
  intangible assets              314         314         942         942
Total expenses                37,605      28,160     114,593      98,971

Income before income taxes    31,449      44,344     103,235     118,841
Income tax expense             9,320      14,565      34,315      38,921

    Net income            $   22,129  $   29,779  $   68,920  $   79,920

                          See accompanying notes
                                     4
<PAGE>
                      KEYPORT LIFE INSURANCE COMPANY

                   CONSOLIDATED STATEMENT OF CASH FLOWS
                              (in thousands)
                                 Unaudited


                                                     Nine-months Ended
                                                       September 30,
                                                     1999         1998
Cash flows from operating activities:
 Net income                                      $    68,920  $    79,920
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Interest credited to policyholders                395,488      425,606
   Net realized investment losses (gains)             26,782       (2,447)
   Net amortization on investments                    61,552      101,918
   Change in deferred policy acquisition costs       (13,369)     (20,919)
   Change in current and deferred income taxes        46,096       12,158
   Net change in other assets and liabilities        (23,962)      14,896
     Net cash provided by operating activities       561,507      611,102

Cash flows from investing activities:
 Investments purchased - available for sale       (3,878,354)  (5,207,431)
 Investments sold - available for sale             3,903,720    4,060,558
 Investments matured - available for sale            110,760      938,164
 Increase in policy loans                            (10,856)     (24,817)
 Decrease in mortgage loans                           42,068        4,290
 Change in other invested assets                       9,537       33,394
 Value of business acquired, net of cash                          (3,999)
     Net cash provided by (used in) investing
        activities                                   176,875     (199,841)

Cash flows from financing activities:
 Withdrawals from policyholder accounts           (1,570,819)  (1,371,637)
 Deposits to policyholder accounts                   640,364    1,089,325
 Dividends                                           (15,000)      (5,000)
 Securities lending                                  603,093      (24,997)
     Net cash used in financing activities          (342,362)    (312,309)

Change in cash and cash equivalents                  396,020       98,952
Cash and cash equivalents at beginning of
  period                                             719,625    1,162,347
Cash and cash equivalents at end of period       $ 1,115,645  $ 1,261,299

                          See accompanying notes
                                     5
<PAGE>
                      KEYPORT LIFE INSURANCE COMPANY

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 Unaudited

1. General

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 September  30,  1999
and  December 31, 1998 and the related consolidated statement of income for
the  three  and nine-month periods ended September 30, 1999  and  1998  and
consolidated  statement  of  cash flows for the  nine-month  periods  ended
September  30,  1999 and 1998, respectively.  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 1998 Form 10-K.  The results of operations  for
the  nine-month  period  ended  September  30,  1999  are  not  necessarily
indicative of the results to be expected for the full year.

2. Comprehensive Income

Total  comprehensive (loss) income, net of tax, for the nine-month  periods
ended  September 30, 1999 and 1998, was $(5.6) million and  $53.6  million,
respectively.

3. Recent Accounting Prouncement

In  June  1998, Statement of Financial Accounting Standards (SFAS) No.  133
"Accounting for Derivative Instruments and Hedging Activities" 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 defers for one year the effective
date  of  SFAS  133.  The effective date of SFAS 133 is  for  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.   The  Company  has  not
completed its analysis and evaluation of the requirements and the impact of
this statement.

                                     6
<PAGE>
Item 2.  Management's Discussion and Analysis of Results of Operations
and Financial Condition

Results of Operations

Net  income was $22.1 million and $29.8 million for the three-month periods
ended  September  30,  1999 and 1998, respectively. Net  income  was  $68.9
million  and  $79.9 million for the nine-month periods ended September  30,
1999  and 1998, respectively. The primary reason for the decrease  in  1999
compared  to the prior year is attributable to the increase in net realized
investment  losses. Income before income taxes and net realized  investment
losses  (gains) was $43.8 million and $40.2 million and $130.0 million  and
$116.4  million  for the three and nine-month periods ended  September  30,
1999 and 1998, respectively.

Investment  spread is the amount by which investment income earned  on  the
Company's  investments exceeds interest credited on policyholder  balances.
Investment  spread was $65.4 million and $57.9 million for the  three-month
periods  ended  September 30, 1999 and 1998, respectively.  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  1.86%  and  1.58% for the  three-month  periods  ended
September  30, 1999 and 1998, respectively.  Investment spread  was  $201.9
million  and $182.6 million for the nine-month periods ended September  30,
1999  and  1998, respectively.  The investment spread percentage was  1.89%
and  1.71%  for the nine-month periods ended September 30, 1999  and  1998,
respectively.

Investment income was $196.7 million and $201.2 million for the three-month
periods  ended September 30, 1999 and 1998, respectively. The  decrease  of
$4.5  million  in 1999 compared to 1998 is attributable to a  $1.5  million
decrease resulting from a lower average investment yield and a $3.0 million
decrease  as  a  result  of  a  lower level  of  average  invested  assets.
Investment income for the three-month periods ended September 30, 1999  and
1998,  includes $19.8 million and $17.9 million, respectively, of  S&P  500
Index  call  option  amortization expense related to the Company's  equity-
indexed annuities. The average investment yield was 6.16% and 6.20% for the
three-month  periods  ended  September 30,  1999  and  1998,  respectively.
Investment  income was $597.4 million and $608.2 million for the nine-month
periods  ended September 30, 1999 and 1998, respectively. The  decrease  of
$10.8  million in 1999 compared to 1998 is attributable to a $18.7  million
decrease resulting from a lower average investment yield offset by  a  $7.9
million  increase as a result of a higher level of average invested assets.
Investment income for the nine-month periods ended September 30,  1999  and
1998,  includes $58.6 million and $53.1 million, respectively, of  S&P  500
Index  call  option  amortization expense related to the Company's  equity-
indexed annuities. The average investment yield was 6.16% and 6.35% for the
nine-month periods ended September 30, 1999 and 1998, respectively.

Interest  credited to policyholders was $131.3 million and  $143.3  million
for the three-month periods ended September 30, 1999 and 1998. The decrease
of  $12.0  million  in  1999 compared to 1998 is attributable  to  a  $10.0
million decrease resulting from a lower average interest credited rate  and
a  $2.0  million  decrease  as  a  result  of  a  lower  level  of  average
policyholder balances. Policyholder balances averaged $12.2 billion  ($10.0
                                    7
<PAGE>

billion  of  fixed products, consisting of fixed annuities and  the  closed
block  of single premium whole life insurance, and $2.2 billion of  equity-
indexed  annuities) and $12.4 billion ($10.6 billion of fixed products  and
$1.8 billion of equity-indexed annuities) for the three-month periods ended
September  30,  1999 and 1998, respectively. The average interest  credited
rate  was  4.30%  (5.00%  on  fixed products and  0.85%  on  equity-indexed
annuities)  and  4.62% (5.25% on fixed products and 0.85% on equity-indexed
annuities) for the three-month periods ended September 30, 1999  and  1998,
respectively.  Interest credited to policyholders was  $395.5  million  and
$425.6  million  for the nine-month periods ended September  30,  1999  and
1998, respectively. The decrease of $30.1 million in 1999 compared to  1998
is  attributable to a $34.1 million decrease resulting from a lower average
interest credited rate offset by a $4.0 million increase as a result  of  a
higher  level  of  average  policyholder  balances.  Policyholder  balances
averaged  $12.3  billion  ($10.2 billion of fixed products,  consisting  of
fixed  annuities  and  the  closed  block  of  single  premium  whole  life
insurance, and $2.1 billion of equity-indexed annuities) and $12.2  billion
($10.5  billion  of  fixed  products and  $1.7  billion  of  equity-indexed
annuities)  for the nine-month periods ended September 30, 1999  and  1998,
respectively. The average interest credited rate was 4.27% (5.00% on  fixed
products  and 0.85% on equity-indexed annuities) and 4.64% (5.28% on  fixed
products and 0.85% on equity-indexed annuities) for the nine-month  periods
ended  September  30,  1999 and 1998, 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 40% to 95%) 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 0.85% net credited rate.

Average  investments  in  the Company's general account  (computed  without
giving  effect to SFAS 115), including a portion of the Company's cash  and
cash  equivalents, were $12.8 billion and $13.0 billion for the three-month
periods   ended   September  30,  1999  and  1998,  respectively.   Average
investments were $12.9 billion and $12.8 billion for the nine-month periods
ended September 30, 1999 and 1998, respectively.

Net  realized  investment  (losses) gains were  $(12.3)  million  and  $4.1
million  and $(26.8) million and $2.4 for the three and nine-month  periods
ended  September  30,  1999 and 1998, respectively.  Sales  of  investments
generally  are  made  to maximize total return and  to  take  advantage  of
prevailing  market  conditions.   Other than  temporary  declines  of  $5.7
million  and $8.7 million were recorded in the three and nine-month periods
ended  September  30,  1999.  There were no other than  temporary  declines
recorded in the three and nine-month periods ended September 30, 1998.

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 $4.4 million for the three-month periods ended  September
30, 1999 and 1998, respectively. Total surrender charges were $13.2 million
                                     8
<PAGE>
and  $14.0 million for the nine-month periods ended September 30, 1999  and
1998, respectively.

On  an  annualized basis, total fixed, equity-indexed and variable  annuity
withdrawals  represented  15.2% and 12.4%  of  the  total  average  annuity
policyholder  and  separate account balances for  the  three-month  periods
ended September 30, 1999 and 1998, respectively, and 14.4% and 13.7% of the
total  average annuity policyholder and separate account balances  for  the
nine-month periods ended September 30, 1999 and 1998, respectively.

Separate account fees are primarily mortality and expense charges earned on
variable  annuity  and  variable life policyholder balances.   These  fees,
which are primarily based on the market values of the assets supporting the
contracts in separate accounts, were $8.7 million and $5.4 million for  the
three-month  periods ended September 30, 1999 and 1998, respectively.  Such
fees  represented  1.32%  and  1.53% of the average  variable  annuity  and
variable  life separate account balances for the three-month periods  ended
September  30,  1999 and 1998, respectively.  Separate  account  fees  were
$23.0  million and $15.5 million for the nine-month periods ended September
30, 1999 and 1998, respectively.  These fees represented 1.29% and 1.50% of
the  average  variable annuity and variable life separate account  balances
for the nine-month periods ended September 30, 1999 and 1998, respectively.

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 market values of the investments managed.  Management fees were $2.3
million  and  $0.8 million for the three-month periods ended September  30,
1999 and 1998, respectively. Management fees were $6.5 and $3.3 million for
the nine-month periods ended September 30, 1999 and 1998, respectively. The
increase  in  1999 compared to 1998 primarily reflects an increase  in  the
average level of assets under management.

Operating   expenses   represent  compensation  and   other   general   and
administrative  expenses.  These expenses  were  $13.5  million  and  $10.8
million  and  $41.2 million and $40.0 million for the three and  nine-month
periods  ended September 30, 1999 and 1998, respectively. The increases  in
the  three and nine-month periods ended September 30, 1999 compared to  the
same  periods  in the prior year were primarily due to higher  compensation
and selling 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 and to  the  actuarially  determined
present  value of projected future gross profits from policies in force  at
the  date of acquisition. Such acquisition costs include commissions, costs
of policy issuance and underwriting and selling expenses.

Amortization  was  $22.8  million and $16.6  million  for  the  three-month
periods  ended September 30, 1999 and 1998, respectively. Amortization  was
$69.5  million and $56.7 million for the nine-month periods ended September
30,  1999  and  1998,  respectively. The  amortization  increases  in  1999
compared to 1998 are primarily related to the growth of business in force.
                                     9
<PAGE>
Amortization for the three-month periods ended September 30, 1999 and  1998
represented  30.8% and 26.3%, on an annualized basis, of investment  spread
and separate account fees for 1999 and 1998, respectively. Amortization for
the  nine-month periods ended September 30, 1999 and 1998 represented 30.9%
and  28.6%,  on  an  annualized basis, of investment  spread  and  separate
account fees for 1999 and 1998, respectively.

Federal  income tax expense was $9.3 million or 29.6% and $14.6 million  or
32.8% of pretax income for the three-month periods ended September 30, 1999
and  1998,  respectively. The decrease in the effective tax  rate  for  the
three-month  periods is due to the change in certain permanent differences.
The federal income tax expense was $34.3 million or 33.2% and $38.9 million
or  32.8%  for  the nine-month periods ended September 30, 1999  and  1998,
respectively.  The  increase in the effective tax rate for  the  nine-month
periods  is  due  to the decrease of certain permanent differences  coupled
with an adjustment to the 1998 deferred tax liability.

Financial Condition

Stockholder's  equity as of September 30, 1999 was $1.115 billion  compared
to  $1.136 billion as of December 31, 1998.  The $20.6 million decrease  in
stockholder's equity was due to $74.5 million of net unrealized  investment
losses,  $15.0 million in dividends paid to the parent company,  offset  by
$68.9 million of net income for the period.

Investments, excluding cash and cash equivalents, totaled $12.1 billion  at
September 30, 1999 compared to $12.6 billion at December 31, 1998.

The  Company's  general investment policy is to hold  bonds  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.  The Company's total investments at
September  30,  1999  and  December  31, 1998  reflected  gross  unrealized
(losses)  gains  of  $(230.7)  million and  $105.3  million,  respectively,
relating to its bond and equity portfolios.

Approximately $11.3 billion, or 82.3%, of the Company's general account and
certain  separate account investments at September 30, 1999, was  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 September 30,  1999,  the
carrying value of investments in below investment grade securities  totaled
$1.2  billion,  or  8.8% of combined general account and  certain  separate
account  investments  of $13.7 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 September 30, 1999
and December 31, 1998 was approximately $14.6 milllion and $30.0 million,
respectively.

                                    10

<PAGE>
Derivatives

As  a  component of its investment strategy and to reduce its  exposure  to
interest  rate  risk,  the Company utilizes interest rate  swap  agreements
("swap agreements") and interest rate cap agreements ("cap agreements")  to
match assets more closely to liabilities. Swap agreements are agreements to
exchange  with a 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
61  and 42 outstanding swap agreements with an aggregate notional principal
amount  of  $2.8  billion  and $2.4 billion as of September  30,  1999  and
December 31, 1998, 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  September  30,
1999 and December 31, 1998.

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 $515.4 million and $535.6 million as of  September  30,
1999  and December 31, 1998, respectively. The Company had futures  with  a
carrying value of $11.3 million and $(0.6) million as of September 30, 1999
and December 31, 1998, 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 and future
contracts 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  and futures 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 and futures 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
                                    11
<PAGE>
500 call options and futures increase less than (or decrease more than) the
value of the guarantees made to equity-indexed policyholders.

In   June  1998,  Statement  of  Financial  Accounting  Standard  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.  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 defers for one year the  effective
date  of  SFAS  133.  The effective date of SFAS 133 is  for  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  the
impact of this statement.

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 September
30,  1999,  $9.8  billion,  or  74.5%, 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, or 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,
                                   12
<PAGE>

1998, the amount of additional dividends that the Company could pay without
such approval during 1999 was $59.1 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  companies and organizations have computer programs that use only  two
digits  to  identify  a  year in the date field and  may  not  be  able  to
correctly  process  dates  after  December  31,1999.  The  Company   relies
significantly  on computer systems and applications in its operations.   To
the  extent  that  these systems are not Year 2000 compliant  (i.e.  cannot
correctly process dates after December 31, 1999) and such non-compliance is
not  corrected, this could cause system failures. Such failures could  have
an  adverse  effect  on  the  Company  causing  disruption  of  operations,
including, among other things, an inability to process transactions.

In  addressing the Year 2000 issue, the Company has completed an  inventory
of its information technology systems and assessed its Year 2000 readiness.
The  Company's  systems include internally developed programs,  third-party
purchased programs and third-party custom developed programs. For  programs
which  were  identified as not being Year 2000 compliant, the  Company  has
implemented  a  remediation plan that includes repairing or  replacing  the
programs  and testing for Year 2000 compliance. The remediation is complete
for   all  critical  applications  and  the  Company  believes  that   with
modifications  made to existing software and conversions to  new  software,
the  Year 2000 issue will not pose significant operational problems for its
computer  systems.  In addition, all non-compliant hardware  components  of
the  Company's  information  technology  systems  have  been  upgraded   or
replaced.  The  Company  also  identified  its  non-information  technology
systems  affected  by  Year 2000 issues. The Company initiated  remediation
efforts  in this area and expects to complete this phase during the  fourth
quarter of 1999.

The  Company's  Year  2000  efforts have included assessing  the  potential
impact on the Company of third parties' failure to remediate their own Year
2000  issues.  These efforts have included: (1) identifying  third  parties
which  have  significant  business  relationships  with  the  Company   and
inquiring  of  such third parties regarding their Year 2000 readiness;  (2)
evaluating  such third parties' responses to the Company's  inquiries;  and
(3)  conducting additional inquiries and evaluations with respect to  third
parties as determined to be necessary in each case, based on the nature  of
third  party responses or their failure to respond and the significance  of
the  business  relationship.  The Company received  information  from  such
parties and is in the process of requesting confirmation from these parties
with  respect  to remediation of their Year 2000 issues. In  addition,  for
certain  critical applications, the Company participated in both  industry-
wide testing of interfaces with third parties and point-to-point testing of
interfaces  with  major  business partners. The Company  has  substantially
completed  initiatives  (1)  and  (2). It  is  continuing  to  conduct  the
activities  described  in (3) and anticipates that  these  activities  will
                                   13
<PAGE>
continue  through  the end of 1999. However, because the Company  does  not
have  control  over  these  third parties,  the  Company  cannot  currently
determine to what extent future operating results may be adversely affected
by the failure of these third parties to adequately address their Year 2000
issues.

The  Company  has  developed contingency plans to minimize  the  impact  of
potential Year 2000 problems on critical systems. The contingency  planning
process   involved   identifying  reasonably  likely  business   disruption
scenarios that, if they were to occur, could create significant problems in
critical  functions  of  the  Company.  Alternative  providers  were   then
identified,  year-end  staffing plans were finalized,  manual  work-arounds
were  developed,  and prioritization processes for problem resolution  were
developed. Testing of the contingency plans will continue through  the  end
of 1999.

The  complexity of the Year 2000 issue gives rise to numerous uncertainties
and  extensive preparation efforts cannot guarantee a total absence of Year
2000 problems.  If necessary modifications and conversions are not made, or
are  not timely completed, or if the systems of the companies on which  the
Company's systems rely are not timely converted, or if contingency plans do
not  adequately correct disruptions that could occur, the Year 2000  issues
could have a material impact on the operations of the Company.

Prior to 1999, the external cost of the Year 2000 project was approximately
$0.7  million,  which was primarily related to consultants and  replacement
hardware  and  software. Such external costs for the first nine  months  of
1999  were  approximately $0.7 million. The additional  external  costs  to
complete  the  project  are  currently expected to  be  approximately  $1.0
million  that  are  primarily related to testing  of  certain  non-critical
applications.  The  Company does not segregate payroll  or  other  internal
costs specifically devoted to its efforts to address Year 2000 issues,  but
does  not  believe these costs to be significant. All of the costs  of  the
Year 2000 project have been and will be funded through operating cash flows
and  have  been  and  will  be  expensed as incurred.  In  the  opinion  of
management,  the cost of addressing the Year 2000 issue is not expected  to
have a material adverse effect on the Company's financial condition or  its
results of operations.

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.
                                    14

<PAGE>
Item 3.  Quantitative and Qualitative Disclosure of Market Risk

There have not been any material changes during the nine-month period ended
September 30, 1999 in the market risks the Company is exposed to and the
management of such risks, which are summarized in our 1998 Form 10-K.


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibit

       #27  Financial Data Schedule - page 18

(b)  Reports on Form 8-K

       There were no reports filed on Form 8-K during the quarter ended
September 30, 1999.






                                   15
<PAGE>









                                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/ Jeff Whitehead__________

                                Jeff Whitehead
                                Vice President and Treasurer
                                (Chief Accounting Officer)




Date:  November 15, 1999




                                   16

<PAGE>









                               Exhibit Index



Exhibit No.    Description                                Page

     27        Financial Data Schedule                     18







                                   17