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 _______________March 31, 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 March 31, 1999.


Exhibit Index - Page 16                                      Page 1 of  16

<PAGE>

                      KEYPORT LIFE INSURANCE COMPANY
     QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 1999

                  TABLE OF CONTENTS

Part I.  FINANCIAL INFORMATION                                Page

Item 1.  Financial Statements

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

         Consolidated Income Statement for the Three-month
            Periods Ended March 31, 1999 and 1998               4

         Consolidated Statement of Cash Flows for the
            Three-month Periods Ended March 31, 1999 and 1998   5

         Notes to Consolidated Financial Statements             6-7

Item 2.  Management's Discussion and Analysis of Results of
            Operations and Financial Condition                  8-12


Part II. OTHER INFORMATION

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

Signatures                                                      15

Exhibit Index                                                   15

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

                                               March 31,   December 31,
                     ASSETS                      1999         1998
                                              Unaudited
Cash and investments:
 Bonds - available for sale (amortized
  cost: 1999 - $11,425,353; 1998 -
  $11,174,697)                              $ 11,475,634  $  11,277,204
 Equity securities (cost: 1999 - $18,507;
  1998 - $21,836)                                 23,041         24,649
 Mortgage loans                                   14,225         55,117
 Policy loans                                    582,991        578,770
 Other invested assets                           721,305        662,513
 Cash and cash equivalents                     1,011,543        719,625
    Total cash and investments                13,828,739     13,317,878

Accrued investment income                        168,381        160,950
Deferred policy acquisition costs                372,809        340,957
Value of insurance in force                       69,613         66,636
Intangible assets                                 17,768         18,082
Income taxes recoverable                          12,452         31,909
Receivable for investments sold                   40,663         37,936
Other assets                                      38,050         35,345
Separate account assets                        2,365,152      1,765,538

    Total assets                            $ 16,913,627  $  15,775,231

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:

 Policy liabilities                         $ 12,413,999  $  12,504,081

 Deferred income taxes                           146,250        143,596
 Payable for investments purchased and
  loaned                                         845,788        240,440
 Other liabilities                                33,911         28,312
 Separate account liabilities                  2,322,528      1,723,205
    Total liabilities                         15,762,476     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                               626,401        600,396
 Accumulated other comprehensive income           15,802         26,253
    Total stockholder's equity                 1,151,151      1,135,597

 Total liabilities and stockholder's equity $ 16,913,627  $  15,775,231

                          See accompanying notes
<PAGE>

                      KEYPORT LIFE INSURANCE COMPANY
                                     
                       CONSOLIDATED INCOME STATEMENT
                              (in thousands)
                                 Unaudited

                                                Three-months Ended
                                                     March 31,
                                             1999               1998

Investment income                         $  204,925       $  206,075
Interest credited to policyholders           134,778          142,136
Investment spread                             70,147           63,939
Net realized investment gains (losses)        (3,094)             818
Fee income:
  Surrender charges                            3,885            4,211
  Separate account fees                        6,578            4,708
  Management fees                              1,621              958
Total fee income                              12,084            9,877

Expenses:
 Policy benefits                               1,182              460
 Operating expenses                           13,479           15,539
 Amortization of deferred policy
    acquisition costs                         22,014           18,975
 Amortization of value of insurance in
    force                                      2,249            1,476
 Amortization of intangible assets               314              314
Total expenses                                39,238           36,764

Income before income taxes                    39,899           37,870
Income tax expense                            13,894           11,821

         Net income                       $   26,005       $   26,049

                          See accompanying notes

<PAGE>

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

                                                  Three-months Ended
                                                       March 31,
                                                 1999            1998
Cash flows from operating activities:
 Net income                                    $    26,005   $    26,049
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Interest credited to policyholders              134,778       142,136
   Net realized investment (gains) losses            3,094          (818)
   Amortization of value of insurance in
     force and intangible assets                     2,563         1,790
   Net amortization on investments                  21,257        39,349
   Change in deferred policy acquisition costs      (2,145)         (202)
   Change in current and deferred income taxes      27,656        31,516
   Net change in other assets and liabilities       (5,759)      (21,652)
     Net cash provided by operating activities     207,449       218,168

Cash flows from investing activities:
 Investments purchased - available for sale     (1,519,424)   (1,155,234)
 Investments sold - available for sale           1,190,758     1,034,044
 Investments matured - available for sale           80,811       287,541
 Increase in policy loans                           (4,221)       (9,041)
 Decrease in mortgage loans                         40,892         1,413
 Other invested assets purchased, net               (2,500)        9,937
 Value of business acquired, net of cash                -         (3,999)
     Net cash (used in) provided by investing
        activities                                (213,684)      164,661

Cash flows from financing activities:
 Withdrawals from policyholder accounts           (456,282)     (393,125)
 Deposits to policyholder accounts                 154,924       167,411
 Securities lending                                599,511       (23,208)
     Net cash provided by (used in) financing
        activities                                 298,153      (248,922)

Change in cash and cash equivalents                291,918       133,907
Cash and cash equivalents at beginning
  of period                                        719,625     1,162,347
Cash and cash equivalents at end of period     $ 1,011,543   $ 1,296,254

                          See accompanying notes

<PAGE>
                      KEYPORT LIFE INSURANCE COMPANY
                                     
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 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 March 31,  1999  and
the related consolidated statements of income and cash flows for the three-
month  periods ended March 31, 1999 and 1998.  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  three-month period ended March 31, 1999 are not necessarily indicative
of the results to be expected for the full year.

2.   Bonds

The  Company's  general investment policy is to hold  bonds  for  long-term
investment.   To  provide  for  maximum portfolio  flexibility  and  enable
appropriate  tax planning, the Company classifies bonds as  "available  for
sale", which are carried at fair value.

The carrying value of non-income producing bonds at March 31, 1999 and
December 31, 1998 was approximately $23.3 million and $30.0 million,
respectively.

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.   Subsequent  to  the  acquisition, the  Company  made  a  capital
contribution to Keyport Benefit in the amount of $7.5 million.

4.   Comprehensive Income

Total  comprehensive income, net of tax, for the three-month periods  ended
March 31, 1999 and 1998, was $15.6 million and $30.2 million, respectively.

<PAGE>
                      KEYPORT LIFE INSURANCE COMPANY
                                     
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 Unaudited

5.   Recent Accounting Prouncement

In  June  1998,  SFAS  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.   This
statement  is  effective for fiscal years beginning after  June  15,  1999.
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.

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

Net  income  was  consistent with the prior year at $26.0 million  for  the
three-month  periods  ended March 31, 1999 and 1998.   A  decrease  in  net
realized  investment gains (losses), and increases in expenses  and  income
taxes offset increases in investment spread and fee income.

Investment  spread is the amount by which investment income earned  on  the
Company's  investments exceeds interest credited on policyholder  balances.
Investment  spread was $70.1 million and $63.9 million for the  three-month
periods  ended March 31, 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  1.95% and 1.85% for the three-month periods ended  March  31,
1999 and 1998, respectively.

Investment income was $204.9 million and $206.1 million for the three-month
periods ended March 31, 1999 and 1998, respectively.  The decrease of  $1.2
million in 1999 compared to 1998 is attributable to a $5.4 million decrease
resulting  from a lower average investment yield offset by a  $4.2  million
increase  as  a  result  of  a  higher level of  average  invested  assets.
Investment  income  for the three-month periods ended March  31,  1999  and
1998,  includes $19.4 million and $17.3 million, respectively, of  S&P  500
Index  call  option  amortization expense related to the Company's  equity-
indexed annuities.  The average investment yield was 6.27% and 6.54  %  for
the three-month periods ended March 31, 1999 and 1998, respectively

Interest  credited to policyholders was $134.8 million and  $142.1  million
for  the  three-month periods ended March 31, 1999 and 1998,  respectively.
The decrease of $7.3 million in 1999 compared to 1998 is attributable to  a
$8.1 million decrease resulting from a lower average interest credited rate
offset  by a $.8 million increase as a result of a higher level of  average
policyholder balances. Policyholder balances averaged $12.5 billion in  the
first quarter of 1999 ($10.4 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) compared to $12.1 billion ($10.5
billion of fixed products and $1.6 billion of equity-indexed annuities)  in
the  first  quarter of 1998. The average interest credited rate  was  4.32%
(5.02%  on  fixed products and .85% on equity-indexed annuities) and  4.69%
(5.31%  on  fixed  products and .85% on equity-indexed annuities)  for  the
three-month  periods  ended  March 31, 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
30%  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 .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 $13.1 billion and $12.6 billion for the three-month
periods  ended March 31, 1999 and 1998, respectively. The increase of  $0.5
billion  in  1999  compared to 1998 primarily relates  to  reinvestment  of
portfolio earnings.

Net  realized investment gains (losses) were $(3.1) million and $.8 million
for  the  three-month periods ended March 31, 1999 and 1998,  respectively.
Sales  of  investments generally are made to maximize total return  and  to
take  advantage of prevailing market conditions.  There were not any  other
than temporary declines recorded in the three-month periods ended March 31,
1999 and 1998.
<PAGE>

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 $3.9 million in the first quarter of 1999 compared to $4.2 million  in
1998.

On  an  annualized basis, total fixed, equity-indexed and variable  annuity
withdrawals  represented  12.81% and 14.1% of  the  total  average  annuity
policyholder  and separate account balances for the first quarter  of  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 $6.6 million and $4.7 million for  the
three-month periods ended March 31, 1999 and 1998, respectively.  Mortality
and  expense  charges represented 1.45% and 1.43% of the  average  variable
annuity  and variable life separate account balances for the first quarters
of 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 $1.6
million  and $1.0 million for the three-month periods ended March 31,  1999
and  1998, respectively.  The increase of $0.6 million 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  $15.5
million  for  the  three-month  periods ended  March  31,  1999  and  1998,
respectively.  The decrease in 1999 compared to 1998 was primarily  due  to
lower 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.  Such costs include commissions,  costs
of policy issuance and underwriting and selling expenses.  Amortization was
$22.0 million and $19.0 million for the three-month periods ended March 31,
1999  and  1998, respectively.  The $3.0 million amortization  increase  in
1999  compared to 1998 was primarily related to the growth of  business  in
force.   Amortization expense represented 28.5% and 27.5%, on an annualized
basis,  of  investment spread and separate account fees for 1999 and  1998,
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 was $2.2 and $1.5  million
for the three-month periods ended March 31, 1999 and 1998, respectively.

Federal  income tax expense was $13.9 million or 34.8% of pretax income  in
the  first  quarter of 1999 compared to $11.8 million, or 31.2%  of  pretax
income  in  the  first quarter of 1998.  The increase in the effective  tax
rate  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 March 31, 1999 was $1.151 billion  compared  to
$1.136  billion  as  of December 31, 1998.  The increase  in  stockholder's
equity  of  $15.6 million was due to $26.0 million of net  income  for  the
period  offset by a decline in net unrealized investment gains of available
for sale securities of $10.4 million.
<PAGE>

Investments, excluding cash and cash equivalents, totaled $12.8 billion  at
March 31, 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
March  31, 1999 and December 31, 1998 reflected gross unrealized  gains  of
$54.8  million and $105.3 million, respectively, relating to its  bond  and
equity portfolios.

Approximately $11.9 billion, or 83.8%, of the Company's general account and
certain  separate  account investments at March  31,  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 March  31,  1999,  the
carrying value of investments in below investment grade securities  totaled
$1.2  billion,  or  8.6%  of general account and certain  separate  account
investments of $14.2 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, 1999 and
December 31, 1998 was approximately $23.3 milllion and $30.0 million,
respectively.

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 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
64  and 42 outstanding swap agreements with an aggregate notional principal
amount  of $2.8 billion and $2.4 billion as of March 31, 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 March 31,  1999
and December 31, 1998.
<PAGE>

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 $585.5 million and $535.6 million as of March  31,  1999
and  December  31,  1998, respectively.  The Company  had  futures  with  a
carrying value of $(.1) million and $(.6) million as of March 31, 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 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.  This statement is effective for fiscal years  beginning
after  June  15, 1999.  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
March  31, 1999, $10.6 billion, or 74.4%, 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.
<PAGE>

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  March  31,
1999, the amount of additional dividends that the Company could pay without
such approval 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.  These programs were designed
and  developed without considering the impact of the upcoming change in the
century.   The  Company  relies  significantly  on  computer  systems   and
applications  in its operations.  Some of these systems are  not  presently
Year  2000  compliant.  If 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  computer  programs  and  assessed its  Year  2000  readiness.  The
Company's  computer programs include internally developed  programs,  third
party  purchased  programs and third-party custom developed  programs.  For
programs  which were identified as not being Year 2000 ready,  the  Company
has  implemented a remediation plan which includes repairing  or  replacing
the programs and appropriate testing for Year 2000. The remediation plan is
substantially  complete and is currently in the final  testing  phase.  The
Company also identified its non-information technology systems with respect
to Year 2000 issues. The Company initiated remediation efforts in this area
and expects to complete this phase during 1999.

The   Company  has  initiated  communication  with  significant   financial
institutions,  distributors,  suppliers  and  others  with  which  it  does
business  to  determine  the  extent to which  the  Company's  systems  are
vulnerable  by  the  failure of others to remediate  their  own  Year  2000
issues.  The Company has received feedback from such parties and is in  the
process of independently confirming information received from other parties
with respect to their year 2000 issues.

The  Company is developing, and will continue to develop, contingency plans
for  dealing with any adverse effects that become likely in the  event  the
Company's  remediation plans are not successful or third  parties  fail  to
remediate  their  own  Year  2000 issues.  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 interface system relies are not timely
converted,  the  Year  2000  issues could have a  material  impact  on  the
financial condition and results of operations of the Company.  However, the
Company   believes  that  with  modifications  to  existing  software   and
conversions  to new software, 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.
<PAGE>

Item 3.  Quantitative and Qualitative Disclosure of Market Risk

There have not been any material changes during the three-month period
ended March 31, 1999 in the market risks the Company is exposed to and
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 16

(b)  Reports on Form 8-K

     There were no reports filed on Form 8-K during the quarter ended March
31, 1999.
                                     
<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:  May 13, 1999
                                     



<PAGE>


                                     
                                     
                                     
                                     
                                     
                                     
                                     
                               Exhibit Index
                                     
                                     
                                     
Exhibit No.     Description                             Page

    27          Financial Data Schedule                  16