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, 1997
                                           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 number:  ___333-1783___
                                      
                       KEYPORT LIFE INSURANCE COMPANY
           (Exact name of registrant as specified in its charter)

          Massachusetts                           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, 1997.
                                      
Exhibit Index - Page 14                                   Page 1 of  15<PAGE>

                       KEYPORT LIFE INSURANCE COMPANY
        QUARTERLY REPORT ON FORM 10-Q FOR PERIOD ENDED MARCH 31, 1997
                                      
                              TABLE OF CONTENTS

Part I.   FINANCIAL INFORMATION                                     Page

Item 1.   Financial Statements
          Consolidated Balance Sheet as of March 31, 1997 and
              December 31, 1996                                      3
          Consolidated Income Statement for the Three Months Ended
              March 31, 1997 and 1996                                4
          Consolidated Statement of Cash Flows for the Three Months
              Ended March 31, 1997 and 1996                          5
          Notes to Consolidated Financial Statements                 6-7

Item 2.   Management's Discussion and Analysis of Results
              of Operations and Financial Condition                  8-11

Part II.  OTHER INFORMATION

Item 6    Exhibits and Reports on Form 8-K                           12

Signatures                                                           13

Exhibit Index                                                        14


<PAGE>
                         KEYPORT LIFE INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEET
                               (in thousands)
                                                       March 31  December 31
                         ASSETS                        1997           1996
                                                       Unaudited
Cash and investments:
 Fixed maturities available for sale (amortized
   cost: 1997 - $10,617,282; 1996 - $10,500,431)   $10,683,719 $10,718,644
 Equity securities, at fair value (cost: 1997 -
   $21,503; 1996 - $19,412)                             37,345      35,863
 Mortgage loans                                         65,308      67,005
 Policy loans                                          538,820     532,793
 Other invested assets                                 216,337     183,622
 Cash and cash equivalents                           1,036,464     767,385
                 Total cash and investments         12,577,993  12,305,312

Accrued investment income                              156,725     146,778
Deferred policy acquisition costs                      321,950     250,355
Value of insurance in force                             85,850      70,819
Intangible assets                                       18,904      19,186
Federal income taxes recoverable                           325         323
Other assets                                            32,184      40,316
Separate account assets                              1,088,891   1,091,468

                Total assets                       $14,282,822 $13,924,557

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
 Policy liabilities                                $11,687,750 $11,637,528
 Current federal income taxes                              531      13,123
 Deferred federal income taxes                          30,948      25,747
 Payable for investments purchased and loaned          517,478     211,234
 Other liabilities                                      39,500      38,476
 Separate account liabilities                        1,037,503   1,017,667
               Total liabilities                    13,313,710  12,943,775

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
 Net unrealized investment gains                        30,391      73,599
 Retained earnings                                     429,773     398,235
               Total stockholder's equity              969,112     980,782

 Total liabilities and stockholder's equity        $14,282,822 $13,924,557

                              See accompanying notes
<PAGE>
                              KEYPORT LIFE INSURANCE COMPANY
                              CONSOLIDATED INCOME STATEMENT
                                    (in thousands)
                                       Unaudited

                                             Three Months Ended March  31
                                                       March 31
                                                  1997            1996

Investment income                             $  206,515      $  187,728
Interest credited to policyholders               147,313         138,109
Investment spread                                 59,202          49,619
Net realized investment gains                     12,796           2,052
Fee income:
  Surrender charges                                3,536           3,717
  Separate account fees                            3,939           3,463
  Management fees                                    777             589
Total fee income                                   8,252           7,769

Expenses:
  Policy benefits                                 (1,021)         (1,166)
  Operating expenses                             (12,030)        (11,826)
  Amortization of deferred policy
    acquisition costs                            (16,257)        (14,108)
  Amortization of value of insurance in force     (3,237)         (1,718)
  Amortization of intangible assets                 (282)           (282)
Total expenses                                   (32,827)        (29,100)

Income before federal income tax expense          47,423          30,340
Federal income tax expense                       (15,885)        (10,652)

              Net income                      $   31,538      $   19,688

                              See accompanying notes
<PAGE>
                              KEYPORT LIFE INSURANCE COMPANY
                            CONSOLIDATEDSTATEMENT OF CASH FLOWS
                                    (in thousands)
                                       Unaudited

                                                       Three Months Ended
                                                            March 31
                                                       1997         1996
Cash flows from operating activities:
  Net income                                       $   31,538    $  19,688
  Adjustments to reconcile net income to net cash
    provided by operating activities:
     Interest credited to policyholders               147,313      138,109
     Net realized investment (gains) losses           (12,796)      (2,052)
     Amortization of value of insurance in force
       and intangible assets                            3,519        2,000
     Net amortization on investments                   (8,125)       1,498
     Change in deferred policy acquisition costs         (575)      (1,657)
     Change in current and deferred
       federal income taxes                            15,877       10,649
     Net change in other assets and liabilities           300         (319)
       Net cash provided by operating activities      177,051      167,916

Cash flow from investing activities:
  Investments purchased - available for sale         (746,371)    (544,015)
  Investments sold - available for sale               265,621       92,655
  Investments matured - available for sale            450,492      300,557
  Increase in policy loans                             (6,027)      (4,191)
  Decrease in mortgage loans                            1,697        1,731
       Net cash used in investing activities          (34,588)    (153,263)

Cash flows from financing activities:
  Withdrawals from policyholder accounts             (299,445)    (252,851)
  Deposits to policyholder accounts                   202,354      218,922
  Securities lending                                  223,707      198,014
       Net cash provided by financing activities      126,616      164,355

Change in cash and cash equivalents                   269,079      179,008
Cash and cash equivalents at beginning of year        767,385      777,384
Cash and cash equivalents at end of year           $1,036,464    $ 956,392

                         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) include all adjustments, consisting of normal
recurring  accruals,  that  management  considers  necessary  for   a    fair
presentation of the Company's financial position and results of operations as
of  and  for  the  interim periods presented.  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, although the Company believes the disclosures in these  financial
statements  are adequate to present fairly the information contained  herein.
These  consolidated financial statements should be read in  conjunction  with
the audited consolidated financial statements contained in the Company's 1996
Form  10-K.  The results of operations for the three months ended  March  31,
1997  are  not necessarily indicative of the results to be expected  for  the
full year.

Certain  prior  period  amounts  in the accompanying  unaudited  consolidated
income  statement  have been reclassified to conform to  the  current  period
presentation.  The principal reclassifications relate to the presentation  of
investment spread (the amount by which net investment income exceeds interest
credited  to  policyholder balances) and the components of the Company's  fee
income.   These reclassifications were made to provide additional information
with respect to the Company's major sources of revenue.

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 its entire fixed  maturities
investments  as "available for sale" and accordingly records such investments
at fair value.

The  following table summarizes the Company's investments in fixed maturities
available for sale as of March 31, 1997 (in thousands):

                                            Gross       Gross
                              Amortized   Unrealized  Unrealized    Fair
                                 Cost       Gains       Losses      Value
U.S. Treasury securities     $    35,277  $    103  $    (724) $    34,656
Mortgage backed securities of
  U.S. government agencies
   corporations                1,641,540    27,954    (18,104)   1,651,390
Obligations of states and
  political subdivisions          41,161       200       (241)      41,120
Debt securities issued by
  foreign governments            177,136     5,747     (1,120)     181,763
Corporate securities           4,325,682    97,568    (42,092)   4,381,158
Other mortgage backed
  securities                   2,350,271    43,929    (35,559)   2,358,641
Asset backed securities        1,776,254     7,273    (18,497)   1,765,030
Senior secured loans             269,961       -         -         269,961
     Total fixed maturities
       available for sale    $10,617,282  $182,774  $(116,337) $10,683,719
<PAGE>
Item 2.  Management's Discussion and Analysis of Results of Operations
and Financial Condition
  
Results of Operations

Net income was $31.5 million in the first quarter of 1997 compared to $19.7
million in the first quarter of 1996. The improvement of $11.8 million in the
first quarter of 1997 compared to the first quarter of 1996 resulted from
higher investment spread, higher fee income and higher net realized
investment gains. Partially offsetting these items were increased
amortization of deferred policy acquisition costs and value of insurance
inforce, and higher income tax expense.

Investment spread is the amount by which investment income earned on the
Company's investments exceeds interest credited to policyholder balances.
Investment spread was $59.2 million in the first quarter of 1997 compared to
$49.6 million in the first quarter of 1996. The amount by which the average
yield on investments exceeds the average interest credited rate on
policyholder balances is the investment spread percentage. Such investment
spread percentage was 1.85% in the first quarter of 1997 compared to 1.77% in
the first quarter of 1996. Assuming a constant interest rate environment, the
Company anticipates that the investment spread percentage in 1997 will be
comparable to 1996.

Investment income was $206.5 million in the first quarter of 1997 compared to
$187.7 million in the first quarter of 1996.  The increase of $18.8 million
in 1997 compared to 1996 primarily relates to a $27.4 million increase as a
result of the higher level of average invested assets, partially offset by an
$8.6 million decrease resulting from a lower average investment yield. The
average investment yield was 6.89% in the first quarter of 1997 compared to
7.22% in the first quarter of 1996.

Interest credited to policyholders totaled $147.3 million in the first
quarter of 1997 compared to $138.1 million in the first quarter of 1996. The
increase of $9.2 million in 1997 compared to 1996 primarily relates to a
$19.5 million increase as a result of a higher level of average policyholder
balances, partially offset by a $10.3 million decrease resulting from a lower
average interest credited rate. Policyholder balances averaged $11.7 billion
in the first quarter of 1997 compared to $10.1 billion for the first quarter
of 1996. The average interest credited rate was 5.04% for the first quarter
of 1997 compared to 5.45% in the first quarter of 1996.

Average investments (computed without giving effect to SFAS 115), including a
portion of the Company's cash and cash equivalents, were $12.0 billion in the
first quarter of 1997 compared to $10.4 billion in the first quarter of 1996.
The increase of $1.6 billion in the first quarter of 1997 compared to 1996
primarily relates to the $0.9 billion coinsurance agreement entered into with
Fidelity & Guaranty Life Insurance during the third quarter of 1996 (the "F&G
Life transaction"), and the investment of portfolio earnings for the twelve
months ended March 31, 1997 of $0.8 billion.

Net realized investment gains were $12.8 million in the first quarter of 1997
compared to $2.1 million in the first quarter of 1996. The net realized
investment gains in 1997 included gains on the sales of fixed maturity
investments of $7.2 million and gains on sales of other invested assets in
separate account mutual funds sponsored by the Company of $5.6 million. These
sales were made to maximize total return.  The net realized investment gains
in 1996 were attributable to sales of the Company's fixed maturity
investments which were made to maximize total return.

Surrender charges are revenues earned on the early withdrawal of fixed,
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 $3.5 million in
the first quarter of 1997 compared to $3.7 million in the first quarter of
1996.

On an annualized basis, total fixed, equity-indexed and variable annuity
withdrawals represented 11.2% and 9.8% of the total average annuity
policyholder and separate account balances for the first quarter of 1997 and
1996, respectively. The increase in withdrawals in 1997 was primarily
attributable to surrenders of annuities acquired in the F&G Life transaction;
excluding these surrenders, the withdrawal percentage in 1997 was 9.4%.

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 $3.9 million in the first quarter of 1997 compared to
$3.5 million in the first quarter of 1996.  Such fees represented 1.5% of
average variable annuity and variable life separate account balances in the
first quarter of 1997 and 1996.

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 and redemptions and changes
in the market values of the investments managed.  Management fees were $0.8
million in the first quarter of 1997 compared to $0.6 million in the first
quarter of 1996. The increase of $0.2 million in 1997 compared to 1996
primarily reflects a higher level of average assets under management.

Operating expenses primarily represent compensation and other general and
administrative expenses. These expenses were $12.0 million in the first
quarter of 1997 compared to $11.8 million in the first quarter of 1996. The
increase in 1997 compared to 1996 was primarily due to higher compensation.

Amortization of deferred policy acquisition costs was $16.3 million in the
first quarter of 1997 compared to $14.1 million in the first quarter of 1996.
The increase in amortization in 1997 compared to 1996 was primarily due to
the growth of business in force associated with fixed, equity-indexed and
variable annuity sales. Amortization expense represented 0.62% and 0.64%, on
an annualized basis, of the total average policyholder and separate account
balances in 1997 and 1996, respectively.

Amortization of value of insurance in force totaled $3.2 million in the first
quarter of 1997 compared to $1.7 million in the first quarter of 1996.  The
increase in amortization in 1997 compared to 1996 was primarily due to $1.5
million of amortization relating to the F&G Life transaction.

Federal income tax expense was $16.3 million or 34.3% of pretax income in the
first quarter of 1997 compared to $10.7 million, or 35.0% of pretax income
for the first quarter of 1996.

Financial Condition

Stockholder's Equity as of March 31, 1997 was $969.1 million compared to
$980.8 million as of December 31, 1996. The decrease in stockholder's equity
was due to a $43.2 million decrease in net unrealized gains, partially offset
by $31.5 million of net income for the period.

The Company's total investments at March 31, 1997 reflected net unrealized
gains of $78.3 million.  At December 31, 1996, such net unrealized investment
gains were $229.8 million. The decrease in net unrealized gains in 1997
principally reflects higher market interest rates at March 31, 1997.

Approximately $10.4 billion, or 97.2%, of the fixed maturity investments at
March 31, 1997, 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, 1997,
the carrying value of investments in below investment grade securities
totaled $991.5 million, or 7.9% of total cash and investments of $12.6
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 is usually more limited than for investment grade
securities.

Investment Management

Asset-liability duration management is utilized by the Company to minimize
the risks of interest rate fluctuations and disintermediation. 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 adequate risk-adjusted returns consistent
with the investment objectives of effective asset-liability duration
management, 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 a predictable spread between what it earns on its
assets and what it pays on its policyholder balances by investing principally
in fixed maturities. The Company's fixed-rate products incorporate surrender
charges to encourage persistency, discourage withdrawals and make the cost of
its policyholder balances more predictable. Approximately 85.0% of the
Company's fixed annuity policyholder balances were subject to surrender
charges at March 31, 1997.

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 to maintaining a desired investment spread between
the yield on portfolio assets and the rate paid on its policyholder balances
under a variety of possible future interest rate scenarios. At March 31, 1997
the effective duration of the Company's fixed maturities investments
(including certain cash and cash equivalents) was approximately 2.8 years.

As a component of its investment strategy, the Company utilizes interest rate
swap agreements ("swap 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 balan
ce (notional principal) to hedge against interest rate changes. The Company
currently utilizes swap agreements to reduce asset duration and to better
match interest rates earned on longer-term fixed rate assets with interest
rates credited to policyholders. At March 31, 1997, the Company had 41
outstanding swap agreements with an aggregate notional principal amount of
$2.3 billion. These agreements mature in various years through 2001. The
Company uses indexed call options for purposes of hedging its equity-indexed
products.  At March 31, 1997, the Company had call options with a fair value
of $131.2 million.

There are risks associated with some of the techniques the Company uses to
manage its asset and liability durations. The primary risk associated with
swap agreements is the risk associated with counterparty nonperformance. The
Company believes that the counterparties to its swap agreements are
financially responsible and that the counterparty risk associated with these
transactions is minimal. In addition, swap agreements have interest rate
risk. However, these swap agreements hedge fixed-rate assets; interest rate
movements that adversely affect the market value of swap agreements generally
are more than offset by changes in the market values of such fixed rate
assets.

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 and policy acquisition costs, and the purchase of
investments. The Company generates cash from net investment income, annuity
premiums and deposits, 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, 1997,
$9.2 billion of the Company's total investments, including short-term
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. However,
the Company believes that liquidity to fund withdrawals would be available
through incoming cash flow, the sale of short-term or floating-rate
instruments or investment securities in its short duration portfolio, thereby
precluding the sale of fixed maturity investments in a potentially
unfavorable market.

Regulatory authorities permit dividend payments from the Company to Liberty
Financial up to 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. As of March 31, 1997, the Company could pay dividends of up to
$42.5 million without the approval of the Department of Business Regulation
of the State of Rhode Island.

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. The
Company's cash flow may be influenced by, among other things, general
economic conditions, realized investment gains and losses, the interest rate
environment, market changes, regulatory changes and tax law changes.

Effects of Inflation

Inflation has not had a material effect on the Company's consolidated results
of operations. 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 instance, 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 6.  Exhibits and Reports on Form 8-K

(a)  Exhibit

       #27  Financial Data Schedule - page 15

(b)  Reports on Form 8-K

       There were no reports filed on Form 8-K during the quarter ended March
31, 1997.
<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/ Jeff Whitehead__________

                              Jeff Whitehead
                              Vice President and Treasurer
                              (Duly Authorized Officer and
                              Chief Accounting Officer)





Date:  May 08, 1997











<PAGE>



Exhibit Index



Exhibit No.    Description                                       Page

       27      Financial Data Schedule                             15

<PAGE>