File Nos. 333-01783
                                                                333-13609
                    SECURITIES AND EXCHANGE COMMISSION          33-3630
                          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, 1998
                                     
                                    or
                                     
[  ]  TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to _______________


               Commission file numbers  33-3630 and 333-1783
                                     
                      KEYPORT LIFE INSURANCE COMPANY
          (Exact name of registrant as specified in its charter)

           Rhode Island                                05-0302931
(State of other jurisdiction of incorporation       (I.R.S. Employer
 or organization)                                    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, 1998.


Exhibit Index - Page 15                                    Page 1 of 16


                      KEYPORT LIFE INSURANCE COMPANY
     QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 1998


                             TABLE OF CONTENTS


Part I.  FINANCIAL INFORMATION                                  Page

Item 1.  Financial Statements

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

         Consolidated Income Statements for the Three Month
           Periods Ended March 31, 1998 and 1997                  4

         Consolidated Statements of Cash Flows for the
           Three Month Periods Ended March 31, 1998 and 1997      5

         Notes to Consolidated Financial Statements             6-7

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

Part II. OTHER INFORMATION

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

Signatures                                                       14

Exhibit Index                                                    15


                      KEYPORT LIFE INSURANCE COMPANY
                                     
                        CONSOLIDATED BALANCE SHEETS
                              (in thousands)


                                             March 31,       December 31,
                  ASSETS                       1998              1997
                                             Unaudited
Cash and investments:
 Fixed maturities available for sale
  (amortized cost: 1998 - $10,915,733;
  1997 - $10,981,618)                       $11,187,372       $11,246,539
 Equity securities (cost: 1998 - $22,207;
  1997 - $21,950)                                41,456            40,856
 Mortgage loans                                  59,249            60,662
 Policy loans                                   563,722           554,681
 Other invested assets                          543,923           440,773
 Cash and cash equivalents                    1,296,254         1,162,347
     Total cash and investments              13,691,976        13,505,858

Accrued investment income                       166,898           165,035
Deferred policy acquisition costs               236,548           232,039
Value of insurance in force                      52,714            53,298
Intangible assets                                19,024            18,058
Income taxes recoverable                         44,178            22,537
Other assets                                    187,962            16,175
Separate account assets                       1,469,452         1,329,189
     Total assets                           $15,868,752       $15,342,189

                  LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
 Policy liabilities                         $12,161,580       $12,086,076
 Deferred income taxes                          166,815           133,003
 Payable for investments purchased and
  loaned                                        971,095           722,116
 Other liabilities                               34,645            34,015
 Separate account liabilities                 1,401,439         1,263,958
     Total liabilities                       14,735,574        14,239,168

Stockholder's equity:
 Common stock, $1.25 par value; authorized
  8,000 shares; issued and outstanding
  2,412 shares                                    3,015             3,015
 Additional paid-in capital                     505,933           505,933
 Accumulated other comprehensive income          86,385            82,277
 Retained earnings                              537,845           511,796
     Total stockholder's equity               1,133,178         1,103,021

     Total liabilities and stockholder's
      equity                                $15,868,752       $15,342,189


                          See accompanying notes


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


                                             Three Months Ended
                                                  March 31,
                                             1998         1997

Investment income                          $ 206,075    $ 206,515
Interest credited to policyholders           142,136      147,313
Investment spread                             63,939       59,202
Net realized investment gains                    818       12,796
Fee income:
 Surrender charges                             4,211        3,536
 Separate account fees                         4,708        3,939
 Management fees                                 958          777
Total fee income                               9,877        8,252

Expenses:
 Policy benefits                                (460)      (1,021)
 Operating expenses                          (15,539)     (12,030)
 Amortization of deferred policy
  acquisition costs                          (18,975)     (16,257)
 Amortization of value of insurance in force  (1,476)      (3,237)
 Amortization of intangible assets              (314)        (282)
Total expenses                               (36,764)     (32,827)

Income before income tax expense              37,870       47,423
Income tax expense                           (11,821)     (15,885)

                   Net income              $  26,049    $  31,538


                          See accompanying notes



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

                                                 Three Months Ended
                                                     March 31,
                                                 1998          1997
Cash flows from operating activities:
 Net income                                   $   26,049    $   31,538
 Adjustments to reconcile net income
  to net cash provided by operating
  activities:
   Interest credited to policyholders            142,136       147,313
   Net realized investment gains                    (818)      (12,796)
   Amortization of value of insurance
    in force and intangible assets                 1,790         3,519
   Net amortization on investments                39,349        (8,125)
   Change in deferred policy acquisition
    costs                                           (202)         (575)
   Change in current and deferred income
    taxes                                         31,516        15,877
   Net change in other assets and
    liabilities                                  (21,652)          300
        Net cash provided by operating
         activities                              218,168       177,051

Cash flows from investing activities:
 Investments purchased - available
  for sale                                    (1,155,234)     (702,830)
 Investments sold - available for sale         1,034,044       243,596
 Investments matured - available for sale        287,541       450,492
 Increase in policy loans                         (9,041)       (6,027)
 Decrease in mortgage loans                        1,413         1,697
 Other invested assets sold (purchased), net       9,937       (21,516)
 Value of business acquired, net of cash          (3,999)          -
        Net cash provided by (used in)
         investing activities                    164,661       (34,588)

Cash flows from financing activities:
 Withdrawals from policyholder accounts         (393,125)     (299,445)
 Deposits to policyholder accounts               167,411       202,354
 Securities lending                              (23,208)      223,707
        Net cash (used in) provided by
         financing activities                   (248,922)      126,616

Change in cash and cash equivalents              133,907       269,079
Cash and cash equivalents at beginning
 of year                                       1,162,347       767,385
Cash and cash equivalents at end of year      $1,296,254    $1,036,464


                          See accompanying notes

                      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  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.   Therefore,  these   consolidated
financial  statements  should  be  read in  conjunction  with  the  audited
consolidated financial statements contained in the Company's 1997 Form  10-
K.   The  results of operations for the three month period ended March  31,
1998  are not necessarily indicative of the results to be expected for  the
full  year.  Certain previously reported amounts have been reclassified  to
conform with the current period presentation.

2.   Investments

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

3.   Acquisitions

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

4.   Recent Accounting Change

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

Total  comprehensive income (loss), net of tax, for the three month periods
ended  March  31,  1998  and 1997, amounted to $30.2  million  and  $(11.7)
million, respectively.
                                     
                                     
                      KEYPORT LIFE INSURANCE COMPANY
                                     
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 Unaudited

5.   Recent Accounting Proposal

In  April  1998, the Financial Accounting Standards Board voted to  proceed
with  the  drafting of an accounting statement "Accounting  for  Derivative
Instruments and for Hedging Activities", which is expected to be issued  by
mid-June.   This  statement will standardize 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 will be  effective  for
fiscal  years beginning after June 15, 1999.  Earlier adoption is permitted
as  of  July  1,  1998.   The  Company is evaluating  the  impact  of  this
statement.

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

Results of Operations

      Net income was $26.0 million in the first quarter of 1998 compared to
$31.5 million in the first quarter of 1997. The decrease of $5.5 million in
the  first  quarter of 1998 compared to the first quarter of 1997  resulted
primarily  from  lower net realized investment gains and  higher  operating
expenses,  partially offset by higher investment spread, lower  income  tax
expense and higher fee income.

      Investment spread is the amount by which investment income earned  on
the   Company's  investments  exceeds  interest  credited  to  policyholder
balances. Investment spread was $63.9 million in the first quarter of  1998
compared  to  $59.2 million in the first quarter of 1997.   The  amount  by
which  the  average  yield  on  investments exceeds  the  average  interest
credited rate on policyholder balances is the investment spread percentage,
which amounted to 1.85% in the first quarter of 1998 and 1997.

      Investment  income was $206.1 million in the first  quarter  of  1998
compared  to $206.5 million in the first quarter of 1997.  The decrease  of
$0.4  million in 1998 compared to 1997 primarily relates to a $10.5 million
decrease  resulting  from a lower average investment  yield,  substantially
offset by a $10.1 million increase as a result of a higher level of average
invested assets.  The first quarter 1998 investment income was net of $17.3
million  of S&P 500 Index call option amortization expense related  to  the
Company's  equity-indexed annuities compared to $7.8 million in  the  first
quarter  of  1997.   The average investment yield was 6.54%  in  the  first
quarter of 1998 compared to 6.89% in the first quarter of 1997.

     Interest credited to policyholders totaled $142.1 million in the first
quarter  of 1998 compared to $147.3 million in the first quarter  of  1997.
The decrease of $5.2 million in 1998 compared to 1997 primarily relates  to
a  $10.2  million decrease resulting from a lower average interest credited
rate,  partially offset by a $5.0 million increase as a result of a  higher
level  of  average  policyholder balances.  Policyholder balances  averaged
$12.1  billion (including $10.5 billion of fixed products and $1.6  billion
of equity-indexed annuities) in the first quarter of 1998 compared to $11.7
billion  (including  $10.8 billion of fixed products and  $0.9  billion  of
equity-indexed  annuities)  for the first quarter  of  1997.   The  average
interest  credited  rate was 4.69% (5.31% on fixed products  and  0.85%  on
equity-indexed annuities) for the first quarter of 1998 compared  to  5.04%
(5.37%  on  fixed  products and 0.85% on equity-indexed annuities)  in  the
first  quarter  of  1997.   The Company's equity-indexed  annuities  credit
interest  to the policyholder at a "participation rate" equal to a  portion
(ranging  for existing policies from 55% to 95%) of the change in value  of
the  S&P 500 Index.  The Company's equity-indexed annuities also provide  a
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  was  offset
by  investment  income  recognized  on the  S&P  500  Index  call  options,
resulting in an 0.85% net credited rate.

      Average  investments (computed without giving effect  to  SFAS  115),
including a portion of the Company's cash and cash equivalents, were  $12.6
billion in the first quarter of 1998 compared to $12.0 billion in the first
quarter of 1997.  The increase of $0.6 billion in the first quarter of 1998
compared to 1997 primarily relates to reinvestment of portfolio earnings.

      Net  realized investment gains were $0.8 million in the first quarter
of  1998  compared to $12.8 million in the first quarter of 1997.  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.   Sales  of  fixed  maturity investments  generally  are  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 $4.2 million in the first quarter of 1998 compared to $3.5 million  in
the first quarter of 1997.

      On  an  annualized  basis, total fixed, equity-indexed  and  variable
annuity  withdrawals  represented 14.1% and  11.2%  of  the  total  average
annuity policyholder and separate account balances for the first quarter of
1998  and  1997,  respectively.  The increase in annualized withdrawals  in
1998  was primarily attributable to surrenders of a certain block of single
premium deferred annuities which came out of their surrender charge  period
during  the  first  quarter  of  1998;  excluding  these  surrenders,   the
withdrawal percentage in 1998 was 11.6%.

      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 $4.7 million in the first quarter  of
1998  compared  to $3.9 million in the first quarter of  1997.   Such  fees
represented  1.43% and 1.55% of average variable annuity and variable  life
separate account balances for the three month periods ended March 31,  1998
and 1997, respectively.

      Management fees are primarily investment advisory fees related to the
separate  account assets. The fees are based on the levels of assets  under
management, which are affected by product sales and redemptions and changes
in the market values of the investments managed.  Management fees were $1.0
million in the first quarter of 1998 compared to $0.8 million in the  first
quarter  of  1997.  The increase of $0.2 million in 1998 compared  to  1997
primarily reflects a higher level of average assets under management.

      Operating expenses primarily represent compensation and other general
and  administrative  expenses.  These expenses were $15.5  million  in  the
first  quarter  of 1998 compared to $12.0 million in the first  quarter  of
1997.   The  increase in 1998 compared to 1997 was primarily due to  higher
compensation expense and an increase in certain marketing activities.

     Amortization of deferred policy acquisition costs relates to the costs
of  acquiring new business that varies with, and are primarily related  to,
the  production  of new annuity business.  Such costs include  commissions,
cost  of  policy issuance, underwriting and selling expenses.  Amortization
was $19.0 million in the first quarter of 1998 compared to $16.3 million in
the  first quarter of 1997.  The increase in amortization in 1998  compared
to 1997 was due to the increase in investment spread income from the growth
of  business  in force associated with fixed and indexed products  and  the
increased  sales  of  variable  annuity  policies.   Amortization   expense
represented  29.7% and 27.5%, on an annualized basis, of investment  spread
for 1998 and 1997, respectively.

      Amortization of value of insurance in force totaled $1.5  million  in
the first quarter of 1998 compared to $3.2 million in the first quarter  of
1997.   The  decrease in amortization in 1998 compared to 1997 was  due  to
reduced amortization related to a change in mortality assumptions.

      Income tax expense was $11.8 million or 31.2% of pretax income in the
first  quarter of 1998 compared to $15.9 million, or 33.5% of pretax income
for the first quarter of 1997.

Financial Condition

      Stockholder's Equity as of March 31, 1998 was $1.13 billion  compared
to  $1.10  billion as of December 31, 1997.  The increase in  stockholder's
equity  was  due  to  $26.1  million of  net  income  for  the  period  and
appreciation of available for sale securities.

      Investments  not  including cash and cash equivalents  totaled  $12.4
billion at March 31, 1998 compared to $12.3 billion at December 31, 1997.

      The  Company's  general investment policy is to hold  fixed  maturity
assets for long-term investment and, accordingly, the Company does not have
a  trading  portfolio.   To provide for maximum portfolio  flexibility  and
appropriate  tax  planning,  the  Company  classifies  its  fixed  maturity
portfolio  as  "available for sale" and carries such  investments  at  fair
value.  The Company's total investments at March 31, 1998 and December  31,
1997  reflected net unrealized gains of $276.1 million and $280.3  million,
respectively, relating to its fixed maturity and equity portfolios.

      Approximately  $11.0  billion, or 80.5%,  of  the  Company's  general
account  investments  at March 31, 1998, was rated  by  Standard  &  Poor's
Corporation, Moody's Investors Service or under comparable statutory rating
guidelines established by the NAIC.  At March 31, 1998, the carrying  value
of  investments in below investment grade securities totaled $1.1  billion,
or  8.0% of general 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.

Management of the Company's Investments

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

The  Company  conducts  its  investment operations  to  closely  match  the
duration  of  the  assets in its investment portfolio to  its  policyholder
balances.   The Company seeks to achieve an acceptable spread between  what
it  earns  on its assets and interest credited on its policyholder balances
by  investing  principally in fixed maturities.  The  Company's  fixed-rate
products  incorporate surrender charges to encourage persistency  and  make
the  cost  of  its  policyholder balances more predictable.   Approximately
82.2% of the Company's fixed annuity policyholder balances were subject  to
surrender charges at March 31, 1998.

As  part of its asset-liability management discipline, the Company conducts
detailed  computer  simulations that model its  fixed-maturity  assets  and
liabilities under commonly used stress-test interest rate scenarios.  Based
on  the results of these computer simulations, the investment portfolio has
been constructed with a view toward maintaining a desired investment spread
between  the  yield on portfolio assets and the interest  credited  on  its
policyholder  balances  under a variety of possible  future  interest  rate
scenarios.  At March 31, 1998 the effective duration of the Company's fixed
maturities  investments (including certain cash and cash  equivalents)  was
approximately  2.9.  Effective duration is a common measure for  the  price
sensitivity of a fixed-income portfolio to changes in interest  rates.   It
measures  the  approximate  percentage change in  the  market  value  of  a
portfolio  when  interest rates change by 100 basis points.   This  measure
includes  the  impact  of estimated changes in portfolio  cash  flows  from
features, such as prepayments and bond calls.

As  a  component of its investment strategy and to reduce its  exposure  to
interest rate risk, the Company utilizes interest rate swap agreements  and
interest  rate cap agreements to match assets more closely to  liabilities.
Swap  agreements are agreements to exchange with counterparty interest rate
payments  of  differing character (e.g., fixed-rate payments exchanged  for
variable-rate payments) based on an underlying principal balance  (notional
principal)  to hedge against interest rate changes.  The Company  currently
utilizes  swap  agreements to reduce asset duration  and  to  better  match
interest earned on longer-term fixed-rate assets with interest credited  to
policyholders.   The Company had 46 and 45 outstanding swap  agreements  at
March  31,  1998  and December 31, 1997, respectively,  with  an  aggregate
notional principal amount of $2.6 billion.

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, 1998 and December 31, 1997, respectively.

With  respect  to the Company's equity-indexed annuities, the Company  buys
call  options  on  the  S&P 500 Index to hedge its obligations  to  provide
returns  based upon this index.  The Company had call options with  a  book
value  of  $478.6  million and $323.3 million as  of  March  31,  1998  and
December 31, 1997, respectively.

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

The  Company routinely reviews its portfolio of investment securities.  The
Company   identifies  monthly  any  investments  that  require   additional
monitoring, and carefully reviews the carrying value of such investments at
least  quarterly to determine whether specific investments should be placed
on  a nonaccrual basis and to determine declines in value that may be other
than temporary.  In making these reviews, the Company principally considers
the adequacy of collateral (if any), compliance with contractual covenants,
the  borrower's  recent  financial  performance,  news  reports  and  other
externally generated information concerning the creditor's affairs.  In the
case  of  publicly  traded  fixed  maturity  investments,  management  also
considers  market  value quotations, if available.   There  were  no  fixed
maturity investments classified as nonaccrual at March 31, 1998.

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, 1998, $10.6 billion, or 77.6%, of the Company's general  account
investments are considered readily marketable.

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

Current  Rhode  Island insurance law permits the payment  of  dividends  or
distributions  from the Company to Liberty Financial, which, together  with
dividends  and  distributions paid during the preceding 12 months,  do  not
exceed  the  lesser  of (i) 10% of statutory surplus as  of  the  preceding
December  31 or (ii) the net gain from operations for the preceding  fiscal
year.   Any  proposed  dividend  in excess of  this  amount  is  called  an
"extraordinary  dividend" and may not be paid until it is approved  by  the
Commissioner  of Insurance of the State of Rhode Island.  As of  March  31,
1998,  the  amount  of dividends that the Company could  pay  without  such
approval was $70.3 million.

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

Year 2000

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

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

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

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

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


Effects of Inflation

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



Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibit

     #27  Financial Data Schedule - page 16

(b)  Reports on Form 8-K

     There were no reports filed on Form 8-K during the quarter ended March
31, 1998.
                                     

                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                SIGNATURES
                                     

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



                                    KEYPORT LIFE INSURANCE COMPANY

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


                                      /s/ Jeff Whitehead
                                         Jeff Whitehead
                                     Vice President and Treasurer
                                       (Chief Accounting Officer)





Date:  May 14, 1998






                                     
                                     
                                     
                                     
                                     
                                     
                                     
                               Exhibit Index
                                     
                                     
                                     
Exhibit No.   Description                                Page

   27         Financial Data Schedule                     16



[TYPE]                         EX-27
[DESCRIPTION]                  ART.  7 FDS FOR 1ST QUARTER 10-Q
[ARTICLE]                      7
[MULTIPLIER]                   1,000
<TABLE>
<S>                            <C>
[PERIOD-TYPE]                  3-MOS
[FISCAL-YEAR-END]              DEC-31-1998
[PERIOD-END]                   MAR-31-1998
<DEBT-HELD-FOR SALE>           11,187,372
[DEBT-CARRYING-VALUE]                    0
[DEBT-MARKET-VALUE]                      0
[EQUITIES]                         41,456
[MORTGAGE]                         59,249
[REAL-ESTATE]                           0
[TOTAL-INVEST]                 13,691,976
[CASH]                          1,296,254
[RECOVER-REINSURE]                       0
[DEFERRED-ACQUISITION]            236,548
[TOTAL-ASSETS]                 15,868,752
<POLICY LOSSES>                         0
[UNEARNED-PREMIUMS]                     0
[POLICY-OTHER]                 12,161,580
[POLICY-HOLDER-FUNDS]                   0
[NOTES-PAYABLE]                         0
[PREFERRED-MANDATORY]                   0
[PREFERRED]                             0
[COMMON]                            3,015
[OTHER-SE]                      1,130,163
<TOTAL-LIABILITY-AND EQUITY>   15,868,752
[PREMIUMS]                              0
[INVESTMENT-INCOME]               206,075
[INVESTMENT-GAINS]                    818
[OTHER-INCOME]                      9,877
[BENEFITS]                            460
[UNDERWRITING-AMORTIZATION]        18,975
[UNDERWRITING-OTHER]               15,539
[INCOME-PRETAX]                    37,870
[INCOME-TAX]                       11,821
[INCOME-CONTINUING]                     0
[DISCONTINUED]                          0
[EXTRAORDINARY]                         0
[CHANGES]                               0
[NET-INCOME]                       26,049
[EPS-PRIMARY]                           0
[EPS-DILUTED]                           0
[RESERVE-OPEN]                          0
[PROVISION-CURRENT]                     0
[PROVISION-PRIOR]                       0
[PAYMENTS-CURRENT]                      0
[PAYMENTS-PRIOR]                        0
[RESERVE-CLOSE]                         0
[CUMULATIVE-DEFICIENCY]                 0
</TABLE>