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As filed with the Securities and Exchange Commission on April 20, 2001

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Registration Nos. 2-66388

811-2990

=========================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. ____	[ ]
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Post-Effective Amendment No. 40	[X]

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and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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Amendment No. 23 [X]

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KMA Variable Account

(Exact name of Registrant)

Keyport Life Insurance Company

(Name of Depositor)

125 High Street, Boston Massachusetts 02110

(Address of Depositor's Principal Executive Offices (Zip Code)

Depositor's Telephone Number, including Area Code: 617-526-1400

James J. Klopper, Vice President & Counsel

Keyport Life Insurance Company

125 High Street, Boston, Massachusetts 02110

(Name and Address of Agent for Service)

copy to:

Joan E. Boros, Esq.

Jorden Burt Boros Cicchetti Berenson & Johnson LLP

1025 Thomas Jefferson Street, N.W.

Washington, DC 20007

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It is proposed that this filing will become effective:

( ) immediately upon filing pursuant to paragraph (b) of Rule 485

(X) on May 1, 2001 pursuant to paragraph (b) of Rule 485

( ) 60 days after filing pursuant to paragraph (a) of Rule 485

( ) on [date] pursuant to paragraph (a) of Rule 485

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Title of Securities Being Registered: Units of Interest in the Separate Account under the Contracts

No filing fee is due because an indefintie amount of securities is deemed to have been registered in reliance on Section 24(f) of the Investment Company Act of 1940.

============================================================================

Exhibit List on Page ____

CONTENTS OF REGISTRATION STATEMENT

The Facing Sheet

The Contents Page

Cross-Reference Sheet

PART A

Prospectus

PART B

Statement of Additional Information

PART C

Items 24 - 32

The Signatures

Exhibits

PART A

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KEYPORT PREFERRED ADVISOR

PROSPECTUS

May 1, 2001

NOT	May lose value
FDIC	No bank guarantee
INSURED

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-------------------------------------------------------------------------

PROSPECTUS FOR

THE PREFERRED ADVISOR VARIABLE ANNUITY

INDIVIDUAL FLEXIBLE PURCHASE PAYMENT

DEFERRED VARIABLE ANNUITY CONTRACT

ISSUED BY

KMA VARIABLE ACCOUNT

AND

KEYPORT LIFE INSURANCE COMPANY

-------------------------------------------------------------------------

This prospectus describes the Preferred Advisor variable annuity contract offered by Keyport Life Insurance Company. The contract is designed to help you in your long-term retirement planning. As of May 1, 1998, the Contracts were no longer offered for sale.

Under the Contract, you may elect to have value accumulate on a variable or fixed basis. You may also elect to receive periodic annuity payments on either a variable or a fixed basis. This prospectus generally describes only the variable features of the Contract. For a summary of the Fixed Account and its features, see Appendix A. The Contracts are designed to help you in your retirement planning. You may purchase them on a tax qualified or non-tax qualified basis. Because they are offered on a flexible payment basis, you are permitted to make multiple payments.

We will allocate your purchase payments to the investment options and the Fixed Account in the proportions you choose. The Contract currently offers eleven investment options, each of which is a Sub-account of KMA Variable Account. Currently, you may choose among the Sub-accounts investing in following Eligible Funds:

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STEINROE VARIABLE INVESTMENT TRUST: Stein Roe Money Market Fund, Variable Series; Liberty Federal Securities Fund, Variable Series (formerly Stein Roe Mortgage Securities Fund, Variable Series); Stein Roe Balanced Fund, Variable Series; Stein Roe Growth Stock Fund, Variable Series; and Stein Roe Small Company Growth Fund, Variable Series

Liberty Variable Investment Trust: Colonial Strategic Income Fund, Variable Series; Stein Roe Global Utilities Fund, Variable Series; Colonial U.S. Growth & Income Fund, Variable Series; Colonial International Fund for Growth, Variable Series; Liberty Value Fund, Variable Series and Newport Tiger Fund, Variable Series

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We may make other investment options available in the future.

If you purchased a variable annuity contract before May 1, 1992, you may continue to make purchase payments under that contract subject to the terms and conditions of those contracts and Appendix B on Page 36.

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The purchase of a Contract involves certain risks. Investment performance of the Sub-accounts may vary based on the performance of the related Eligible Funds. We do not guarantee any minimum Contract Value for amounts allocated to the Sub-accounts.

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The Variable Account may offer other contracts with different features, fees and charges, and other Sub-accounts which may invest in different or additional mutual funds. Separate prospectuses and statements of additional information will describe other contracts. The agent selling the Contracts has information concerning the eligibility for and the availability of the other contracts.

This prospectus contains important information about the Contracts you should know before investing. You should read it before investing and keep it for future reference. We have filed a Statement of Additional Information ("SAI") with the Securities and Exchange Commission. The current SAI has the same date as this prospectus and is incorporated by reference in this prospectus. You may obtain a free copy by writing us at 125 High Street, Boston, MA 02110, by calling (800) 437-4466, or by returning the postcard on the back cover of this prospectus. A table of contents for the SAI appears on page 32 of this prospectus.

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The date of this prospectus is May 1, 2001.

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The Securities and Exchange Commission has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

	Page
Definitions	3
Summary of Contract Features	4
Fee Table	6
Examples	9
Explanation of Fee Table and Examples	9
Condensed Financial Information	10
Performance Information	13
Keyport and the Variable Account	14
Purchase Payments and Applications	14
Investments of the Variable Account	15
Allocations of Purchase Payments	15
Eligible Funds	15
Dollar Cost Averaging	17
Transfer of Variable Account Value	17
Limits on Transfers	17
Substitution of Eligible Funds and Other Variable Account Changes	18
Deductions	18
Deductions for Contract Maintenance Charge	18
Deductions for Mortality and Expense Risk Charge	18
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Deductions for Sales Charge	19
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Deductions for Contingent Deferred Sales Charge	19
Deductions for Transfers of Variable Account Value	20
Deductions for Premium Taxes	20
Deductions for Income Taxes	20
Total Variable Account Expenses	20
The Contracts	20
Variable Account Value	20
Valuation Periods	21
Net Investment Factor	21
Modification of the Contract	21
Right to Revoke	21
Death Provisions for Non-Qualified Contracts	22
Death Provisions for Qualified Contracts	23
Contract Ownership	24
Assignment	24
Surrenders	24
Annuity Provisions	24
Annuity Benefits	24
Income Date and Settlement Option	25
Change in Income Date and Settlement Option	25
Settlement Options	25
Variable Annuity Payment Values	26
Proof of Age, Sex, and Survival of Annuitant	26
Suspension of Payments	27
Tax Status	27
Introduction	27
Taxation of Annuities in General	27
Qualified Plans	29
Tax-Sheltered Annuities	29
Individual Retirement Annuities	30
Corporate Pension and Profit-Sharing Plans	30
Deferred Compensation Plans with Respect to Service for State and
Local Governments	30
Texas Optional Retirement Program	30
Variable Account Voting Rights	30
Distribution of the Contract	31
Legal Proceedings	31
Inquiries by Contract Owners	31
Table of Contents--Statement of Additional Information	32
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Appendix A--The Fixed Account (also known as the Guaranteed Rate
Account)	33
Appendix B--Prior Contracts of the Variable Account	36
Appendix C--Telephone Instructions	45
Appendix D--Dollar Cost Averaging	46

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DEFINITIONS

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Accumulation Unit: A unit of measurement used to calculate Variable Account Value.

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Annuitant: The natural person on whose life annuity benefits are based and who will receive annuity payments starting on the Income Date.

Company ("We", "Us", "Our", "Keyport"): Keyport Life Insurance Company.

Contract Anniversary: Each anniversary of the Issue Date.

Contract Owner ("You"): The person(s) having the privileges of ownership under the Contract.

Contract Value: The sum of the Variable Account Value and the Fixed Account Value under your Contract at any given time.

Contract Year: Each twelve-month period beginning on the Issue Date and each Contract Anniversary thereafter.

Designated Beneficiary: The person designated to receive any death benefits under the Contract

Eligible Funds: The underlying mutual funds in which the Variable Account invests.

Fixed Account: Part of our general account into which purchase payments or Contract Values may be allocated or transferred.

Fixed Account Value: The value of all Fixed Account amounts accumulated under the Contract prior to the Income Date.

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In Force: The status of the Contract before the Income Date so long as:

(1)	it is not totally surrendered, and
(2)	there has not been a death of the Annuitant or any Contract Owner that will cause the Contract to end within at most five years of the date of death.

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Income Date: The date on which annuity payments are to begin.

Issue Date: The date when the Contract becomes effective.

Non-Qualified Contract: Any Contract that is not issued under a Qualified Plan.

Office: Our executive office, which is 125 High Street, Boston, Massachusetts 02110.

Qualified Contract: Contracts issued under Qualified Plans.

Qualified Plan: A retirement plan which receives special tax treatment under Sections 401, 403(b), 408(b) or 408A of the Internal Revenue Code of 1986, as amended ("Code") or a deferred compensation plan for a state and local government or other tax exempt organization under Section 457 of the Code.

Surrender Value: The Contract Value less the deductions made upon a total surrender of the Contract.

Variable Account: KMA Variable Account which is our separate investment account, into which purchase payments under the Contracts may be allocated. The Variable Account is divided into Sub-accounts which invest in shares of an Eligible Fund.

Variable Account Value: The value of all Variable Account amounts accumulated under the Contract prior to the Income Date.

Written Request: A request written on a form satisfactory to us, signed by you and a disinterested witness, and filed at our Office.

SUMMARY OF CONTRACT FEATURES

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This summary does not contain all of the information that may be important to you. You should read the entire prospectus and Statement of Additional Information before deciding to invest. Further, individual state requirements, that differ from the information in this prospectus, are described in supplements to this prospectus or in endorsements to the Contracts.

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The Contract

The Contract is a flexible premium deferred variable annuity contract. It is designed for retirement planning purposes. It allows you to allocate purchase payments to and receive annuity payments from the Variable Account and/or the Fixed Account.

The Variable Account is a separate investment account we maintain. If you allocate payments to the Variable Account, your accumulation values and annuity payments will fluctuate according to the investment performance of the Eligible Funds chosen.

The Fixed Account is part of our "general account", which consists of all our assets except the Variable Account and the assets of other separate investment accounts we maintain. If you allocate payments to the Fixed Account, your accumulation value will increase at guaranteed interest rates and annuity payments will be of a fixed amount. (See Appendix A for more information on the Fixed Account.)

If you allocate payments to both the Variable and the Fixed Accounts, then the accumulation value and annuity payments will be variable in part and fixed in part.

Purchase Payments

You may make multiple purchase payments. The minimum initial payment is $5,000. The minimum amount for each subsequent payment is $1,000 or a lesser amount as we may permit from time to time which is currently $250. (See "Purchase Payments and Applications".)

Investment Choices

You can allocate and reallocate your investment among the Sub-accounts of the Variable Account which in turn invest in the Eligible Funds. Each Eligible Fund holds its assets separately from the assets of the other Eligible Funds. Each has its own investment objectives and policies described in the accompanying prospectuses for the Eligible Funds. Under the Contract, the Variable Account currently invests in the following:

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SteinRoe Variable Investment Trust ("SteinRoe Trust")

Liberty Federal Securities Fund, Variable Series ("LFSF Sub-account")

Stein Roe Balanced Fund, Variable Series ("SRBF Sub-account")

Stein Roe Growth Stock Fund, Variable Series ("SRGSF Sub-account")

Stein Roe Money Market Fund, Variable Series ("SRMMF Sub-account")

Stein Roe Small Company Growth Fund, Variable Series ("SRSCGF Sub-account")

Liberty Variable Investment Trust ("Liberty Trust")

Colonial International Fund for Growth, Variable Series ("CIFG Sub-  account")

Colonial Strategic Income Fund, Variable Series ("CSIF Sub-account")

Colonial U.S. Growth & Income Fund, Variable Series ("CUSGIF Sub-account")

Liberty Value Fund, Variable Series ("LVF Sub-account")

Newport Tiger Fund, Variable Series ("NTF Sub-account")

Stein Roe Global Utilities Fund, Variable Series ("SRGUF Sub-account")

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Fees and Charges

     Contingent Deferred Sales Charge

There are no sales charges at the time of your purchase payment. We may deduct a charge in the event of a total or partial surrender. That charge is based on a table of charges. See page 6. The charge will not exceed 7% of that portion of the amount you surrender that represents purchase payments you made during the seven years immediately preceding your request for surrender. (See "Deductions for Contingent Deferred Sales Charge".)

     Mortality and Expense Risk Charge

We deduct a mortality and expense risk charge at an annual rate of 1.25% of your average daily net asset values in the Variable Account. (See "Deductions for Mortality and Expense Risk Charge".)

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     Sales Charge

We deduct a daily sales charge at an annual rate of .15% of your average daily net asset values in the Variable Account. (See "Deductions for Sales Charge".)

     Contract Maintenance Charge

We deduct an annual $36 contract maintenance charge from Variable Account Value for administrative expenses. (See "Deductions for Contract Maintenance Charge".)

     Premium Taxes

We charge premium taxes against your Contract Value. Currently such premium taxes range from 0% to 3.5%. (See "Deductions for Premium Taxes".)

     Federal Income Taxes

You will not pay federal income taxes on the increases in value of your Contract until you make a withdrawal, such as a lump sum payment or annuity payment or make a gift or assignment. Some withdrawals may also be subject to a 10% federal penalty tax. (See "Tax Status".)

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Free Look

Generally, you may revoke the Contract by returning it to us within 10 days after you receive it. For most states, we will refund the lesser of the initial purchase payment or Contract Value as of the date we receive the returned Contract. You will bear the investment risk during the revocation period. You may ask us for the rules that apply to your state. (See "Right to Revoke".)

FEE TABLE

Contract Owner Transaction Expenses

Sales Load Imposed on Purchases:	0%
Maximum Contingent Deferred Sales Charge
(as a percentage of purchase payments):	7%

Years from Date of Payment	Sales Charge
1	7%
2	6%
3	5%
4	4%
5	3%
6	2%
7	1%
8 or later	0%

Maximum Total Contract Owner Transaction Expenses
(as a percentage of purchase payments):	7%
Annual Maintenance Charge	$36

Variable Account Annual Expenses

(as a percentage of average net assets)

Mortality and Expense Risk Charge:	1.25%
Daily Sales Charge:	.15%
Total Variable Account Annual Expenses:	1.40%

SteinRoe Trust and Liberty Trust Annual Expenses¹

(as a percentage of average net assets)

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	Management	Other	Total Fund
Fund	Fees	Expenses	Operating Expenses
CIFG	.90%	.18%	1.08%
CSIF	.65%	.11%	.76%
CUSGIF	.80%	.08%	.88%
LVF	.65%	.09%	.74%
NTF	.90%	.25%	1.15%
SRGUF	.65%	.11%	.76%
LFSF	.55%	.07%	.62%
SRBF	.60%	.05%	.65%
SRGSF	.65%	.03%	.68%
SRMMF	.50%	.06%	.56%
SRSCGF	.65%	.08%	.73%

1 All Trust expenses are for 2000. The Liberty Trust and SteinRoe Trust expenses reflect such Trust's adviser's agreement to reimburse expenses above certain limits.

Liberty Trust's manager and distributor have agreed to reimburse all incurred Fund expenses, including management fees, but excluding interest, taxes, brokerage, and extraordinary expenses, in excess of the following percentage of average net assets of each Eligible Fund: .80% for CSIF; 1.75% for CIFG and NTF, and 1.00% for LVF, SRGUF and CUSGIF. The Liberty Trust's manager and distributor were not required to reimburse expenses as of the date of this prospectus.

SteinRoe Trust's manager and distributor have agreed to reimburse all expenses, including management fees, in excess of the following percentage of the average annual net assets of each Eligible Fund: .65% for SRMMF; .70% for SRMSF; .75% for SRBF; and .80% for SRGSF and SRSCGF. SteinRoe Trust's manager and distributor were not required to reimburse expenses as of the date of this prospectus.

EXAMPLES

Example #1 - If you surrender your Contract at the end of the periods shown you would pay the following expenses on a $1,000 investment, assuming 5% annual return on assets. The example assumes that the expense reimbursements described above continue throughout the period shown.

Sub-Account	1 Year	3 Years	5 Years	10 Years
SRMMF	$90	$115	$149	$290
LFSF	91	117	152	297
LVF	92	121	159	313
CSIF	92	121	160	315
SRBF	91	118	154	301
SRGUF	92	121	160	315
SRGSF	92	119	156	305
CUSGIF	94	125	167	331
SRSCGF	92	120	159	312
CIFG	96	131	178	356
NTF	96	133	182	364

Example #2 - If you annuitize or if you do not surrender your Contract at the end of the periods shown, you would pay the following expenses on a $1,000 investment, assuming 5% annual return on assets. The example assumes that the expense reimbursements described above continue throughout the period shown.

Sub-Account	1 Year	3 Years	5 Years	10 Years
SRMMF	$20	$66	$119	$290
LFSF	21	68	122	297
LVF	22	72	129	313
CSIF	22	72	130	315
SRBF	21	69	124	301
SRGUF	22	72	130	315
SRGSF	22	70	126	305
CUSGIF	24	76	137	331
SRSCGF	22	71	129	312
CIFG	26	83	148	356
NTF	26	85	152	364

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EXPLANATION OF FEE TABLE AND EXAMPLES

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The purpose of the fee table is to illustrate the expenses you may directly or indirectly bear under a Contract. The table reflects expenses of the Variable Account as well as the Eligible Funds. You should read "Deductions" in this prospectus and the sections relating to expenses of the Eligible Funds in their prospectuses. The fee table and examples do not include any taxes or tax penalties you may be required to pay if you surrender your Contract.

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We deduct contingent deferred sales charges only if you totally or partially surrender the Contract. You will not incur a surrender charge in the following instances:

o	In the first Contract Year, you may withdraw an aggregate amount up to the Contract's earnings. Earnings equal the Contract Value at the time of withdrawal less the portion of the purchase payments not previously withdrawn.
o	In the second and later Contract Years you may withdraw the greater of:
	(i)	earnings, or
	(ii)	an amount up to 10% of the Contract Value as of the preceding Contract Anniversary.

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The examples assume you did not make any transfers. We reserve the right to impose a transfer fee after we notify you. Currently, we do not impose any transfer fee. Premium taxes are not shown. We deduct the amount of any premium taxes (which range from 0% to 3.5%) from Contract Value upon full surrender, death or annuitization.

The fee table and examples should not be considered a representation of past or future expenses and charges of the Sub-accounts. Your actual expenses may be greater or less than those shown. Similarly, the 5% annual rate of return assumed in the example is not an estimate or a guarantee of future investment performance. See "Deductions" in this prospectus and "Trust Management Organizations" in the prospectuses for Liberty Trust and SteinRoe Trust.

CONDENSED FINANCIAL INFORMATION

Accumulation Unit Values*

	Accumulation			Accumulation	Number of
	Unit Value			Unit Value	Accumulation
	Beginning			End	Units End
Sub-account	of Year**			of Year	of Year		Year
Stein Roe Money		$14.762	$15.437			2,015,415		2000
Market Fund		14.284	14.762			2,653,148		1999
("SRMMF")		13.780	14.284			2,099,133		1998
		13.288	13.780			2,011,620		1997
		12.833	13.288			1,937,919		1996
		12.322	12.833			1,870,176		1995
		12.036	12.322			2,006,163		1994
		11.884	12.036			1,406,317		1993
		11.646	11.884			945,998		1992
		11.163	11.646			1,090,836		1991
Liberty Federal		18.762	20.526			1,204,515		2000
Securities Fund		18.826	18.762			1,664,530		1999
("LFSF")		17.874	18.826			2,099,027		1998
		16.621	17.874			2,466,957		1997
		16.099	16.621			2,760,649		1996
		14.107	16.099			3,176,177		1995
		14.529	14.107			3,002,643		1994
		13.865	14.529			3,692,561		1993
		13.269	13.865			3,006,271		1992
		11.752	13.269			1,756,957		1991
Liberty Value Fund		22.079	25.353			2,372,414		2000
("LVF")		21.211	22.079			3,124,894		1999
		19.354	21.211			3,788,331		1998
		15.217	19.354			4,494,000		1997
		13.099	15.217			3,940,484		1996
		10.207	13.099			3,443,237		1995
		10.428	10.207			2,866,727		1994
		10.000	10.428			1,221,301		1993
Colonial Strategic		14.291	14.102			1,575,551		2000
Income Fund		14.237	14.291			2,404,355		1999
("CSIF")		13.616	14.237			3,020,397		1998
		12.642	13.616			3,802,498		1997
		11.684	12.642			3,036,543		1996
		10.014	11.684			2,910,213		1995
		10.000	10.014			314,502		1994
Stein Roe Balanced		30.197	29.460			4,546,040		2000
Fund ("SRBF")		27.188	30.197			6,115,748		1999
		24.497	27.188			7,821,031		1998
		21.264	24.497			8,702,195		1997
		18.650	21.264			9,759,571		1996
		15.071	18.650			10,314,629		1995
		15.785	15.071			8,164,856		1994
		14.646	15.785			7,302,625		1993
		13.811	14.646			4,438,508		1992
		10.947	13.811			2,031,594		1991
Stein Roe Global		22.737	19.465			1,649,210		2000
Utilities Fund		17.923	22.737			2,229,386		1999
("SRGUF")		15.358	17.923			2,640,178		1998
		12.095	15.358			2,934,611		1997
		11.514	12.095			3,519,866		1996
		8.638	11.514			4,018,271		1995
		9.762	8.638			4,028,555		1994
		10.000	9.762			4,153,150		1993
Stein Roe		60.541	52.532			2,465,959		2000
Growth Stock		44.829	60.541			2,890,859		1999
Fund ("SRGSF")		35.538	44.829			3,344,812		1998
		27.242	35.538			3,592,225		1997
		22.780	27.242			3,719,103		1996
		16.770	22.780			3,638,901		1995
		18.158	16.770			3,415,076		1994
		17.541	18.158			3,278,749		1993
		16.681	17.541			2,574,438		1992
		11.426	16.681			1,294,859		1991
Colonial U.S. Growth &		27.196	27.788			1,736,093		2000
Income Fund ("CUSGIF")		24.622	27.196			2,264,494		1999
		20.780	24.622			2,759,395		1998
		15.935	20.780			2,927,067		1997
		13.263	15.935			2,382,491		1996
		10.369	13.263			1,947,382		1995
		10.000	10.369			442,457		1994
Stein Roe Small		37.025	34.541			1,863,729		2000
Company Growth Fund		25.351	37.025			2,326,515		1999
("SRSCGF")		31.085	25.351			3,260,203		1998
		29.237	31.085			3,987,861		1997
		23.357	29.237			4,567,203		1996
		21.192	23.357			4,164,352		1995
		21.236	21.192			4,371,837		1994
		15.872	21.236			2,769,483		1993
		14.058	15.872			1,128,248		1992
		10.386	14.058			683,185		1991
Colonial International		14.919	11.996			799,370		2000
Fund for Growth		10.761	14.919			942,135		1999
("CIFG")		9.660	10.761			1,145,641		1998
		10.075	9.660			2,226,761		1997
		9.723	10.075			1,243,679		1996
		9.314	9.723			1,052,842		1995
		10.000	9.314			872,971		1994
Newport Tiger Fund		13.035	10.846			811,630		2000
("NTF")		7.867	13.035			1,081,701		1999
		8.526	7.867			1,119,721		1998
		12.555	8.526			1,524,488		1997
		11.445	12.555			1,509,794		1996
		10.000	11.445			599,500		1995

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*Accumulation Unit values are rounded to the nearest tenth of a cent and numbers of accumulation units are rounded to the nearest whole number. See Appendix B (Page 40) for historical values for the contracts described in that appendix.

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**Except for the six Liberty Trust Funds, each unit value started at $10.00 as of May 1, 1989, which is the date the Eligible Fund Sub-account first became available for Accumulation Units based on a 1.40% asset-based charge. The $10.00 value for CGIF and SRGUF is as of the date the Eligible Fund Sub-account first became available: May 1, 1991; July 1, 1993; and July 1, 1993, respectively. The unit values for the CIFG, CSIF, CUSGIF and NTF Sub-accounts were valued at $10.00 on May 2, 1994; July 5, 1994, July 5, 1994, and May 1, 1995, respectively.

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The full financial statements for the Variable Account and Keyport are in the Statement of Additional Information.

PERFORMANCE INFORMATION

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We may from time to time advertise certain performance information concerning the Sub-accounts.

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Performance information is not intended to indicate either past performance or future performance of an actual Contract.

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We may advertise total return information for the Sub-accounts, other than SRMMF Sub-account, for various periods of time. Total return performance information is based on the overall percentage change in value of a hypothetical investment in the Sub-account over a given period of time.

Average annual total return information shows the average annual compounding change percentage applied to the value of an investment in the Sub-account from the beginning of the measuring period to the end of that period. Average annual total return reflects historical investment results, less all Sub-account and Contract charges and deductions as required by certain regulatory rules. This calculation also reflects any contingent deferred sales charge that would apply if you surrendered the Contract at the end of the period indicated. We do not deduct any premium taxes from average annual total return. Average annual total return would be less if these taxes were deducted.

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In order to calculate average annual total return, we divide the change in value of a Sub-account under a Contract surrendered on a particular date by a hypothetical $1,000 investment in the Sub-account. We then annualize the resulting total rate for the period to obtain the average annual compounding percentage change during the period.

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We also may present additional total return information computed on a different basis:

o First, we may present total return information as described above, except for the deduction for the contingent deferred sales charge. This presentation assumes that the investment in the Contract continues beyond the period when the contingent deferred sales charge applies. This is consistent with the long-term investment and retirement objectives of the contract the total return percentage will be higher under this method than the standard method described above.

o Second, we may present total return information as described above, except there are no deductions for the contingent deferred sales charge, contract maintenance charge and premium taxes. Because there are no charges deducted, the calculation is simplified. We divide the change in a Sub-account's Accumulation Unit value over a specified time period by the Accumulation Unit value of that Sub-account at the beginning of the period. This computation results in a twelve-month change rate. For longer periods, it is a total rate for the period. We annualize the total rate in order to obtain the average annual percentage change in the Accumulation Unit value for that period. The percentages would be lower if these charges were included.

o Third, certain of the Eligible Funds have been available for other annuity contracts prior to the beginning of the offering of the Contracts described in this prospectus. Any performance information for such periods will be based on historical results of Eligible Funds and applying the fees and charges of the Contract for the specified time periods.

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Moreover, the performance information for each SteinRoe Trust Sub-account may reflect the investment experience of the current Eligible Funds and Eligible Funds previously available under the Variable Account. The Funds of the SteinRoe Variable Investment Trust replaced these other mutual funds beginning January 1, 1989. These other funds had a different investment adviser (Keystone Custodian Funds, Inc.) than the SteinRoe Trust (Stein Roe & Farnham, Incorporated). See Appendix B on Page 40. Performance information for periods prior to May 1, 1989 will reflect historical asset-based charges that are at a lower level than the current asset-based charges.

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The SRMMF Sub-account is a money market Sub-account that may advertise yield and effective yield information. The yield of the Sub-account refers to the income generated by an investment in the Sub-account over a specifically identified seven-day period. We annualize this income by assuming that the amount of income generated by the investment during that week is generated each week over a fifty-two week period. It is shown as a percentage. The yield reflects the deduction of all charges assessed against the Sub-account and a Contract but does not include contingent deferred sales charges and premium taxes. The yield would be lower if these charges were included.

We calculate the effective yield of the SRMMF Sub-account in a similar manner but, when annualizing such yield, we assume income earned by the Sub-account is reinvested. This compounding effect causes effective yield to be higher than yield.

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KEYPORT AND THE VARIABLE ACCOUNT

We were incorporated in Rhode Island in 1957 as a stock life insurance company. Our executive and administrative offices are at 125 High Street, Boston, Massachusetts 02110. Our home office is at 695 George Washington Highway, Lincoln, Rhode Island 02865.

We write individual life insurance and individual and group annuity contracts that are "non-participating". That is, we do not pay dividends or benefits based on our financial performance. We are licensed to do business in all states except New York and are also licensed in the District of Columbia and the Virgin Islands. We are rated A (Excellent) by A.M. Best and Company, independent analysts of the insurance industry. Standard & Poor's ("S&P") rates us AA- for very strong financial security, Moody's rates us A2 for good financial strength and Duff & Phelps rates us AA- for very high claims paying ability. The Best's A rating is in the second highest rating category, which also includes a lower rating of A-. S&P and Duff & Phelps have one rating category above AA and Moody's has three rating categories above A. The Moody's "2" modifier signifies that Keyport is in the middle of the A category. The S&P and Duff & Phelps "-" modifier signifies that Keyport is at the lower end of the AA category. These ratings merely reflect the opinion of the rating company as to our relative financial strength and our ability to meet contractual obligations to our policyholders. Even though assets in the Variable Account are held separately from our other assets, our ratings may still be relevant to you since not all of our contractual obligations relate to payments based on those segregated assets.

We are a member of the Insurance Marketplace Standards Association ("IMSA"), and as such may use the IMSA logo and membership in IMSA in advertisements. Being a member means that we have chosen to participate in IMSA's Life Insurance Ethical Market Conduct Program.

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We are owned by Liberty Financial Companies, Inc. and are ultimately controlled by Liberty Mutual Insurance Company of Boston, Massachusetts, a multi-line insurance company.

On November 1, 2000, Liberty Financial Companies, Inc., a Massachusetts corporation ("LFC"), our corporate parent issued a press release stating that it has retained CS First Boston to help explore strategic alternatives, including the possible sale of LFC. LFC added that, because the strategic review is now ongoing, it cannot speculate on the outcome, and there is no assurance that any transaction will be completed. We similarly cannot speculate on the outcome. Our management does not anticipate any material change in our financial condition.

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We established the Variable Account pursuant to the provisions of Rhode Island Law on January 9, 1980. The Variable Account meets the definition of "separate account" under the federal securities laws. The Variable Account is registered with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940. Such registration does not mean the Securities and Exchange Commission supervises us or the management of the Variable Account.

Obligations under the Contracts are our obligations. Although the assets of the Variable Account are our property, these assets are held separately from our other assets and are not chargeable with liabilities arising out of any other business we may conduct. Income, capital gains and/or capital losses, whether or not realized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to the income, capital gains, and/or capital losses arising out of any other business we may conduct.

PURCHASE PAYMENTS AND APPLICATIONS

The initial purchase payment is due on the Issue Date. The minimum initial purchase payment is $5,000. You may make additional purchase payments. Each subsequent purchase payment must be at least $1,000 or any lesser amount we may permit, which is currently $250. We may reject any purchase payment or any application.

If your application for a Contract is complete and amounts are to be allocated to the Variable Account, we will apply your initial purchase payment to the Variable Account within two business days of receipt. If the application is incomplete, we will notify you and try to complete it within five business days. If it is not complete at the end of this period, we will inform you of the reason for the delay. The purchase payment will be returned immediately unless you specifically consent to our keeping the purchase payment until the application is complete. Once the application is complete, the purchase payment will be applied within two business days of its completion.

We will send you a written notification showing the allocation of all purchase payments and the re-allocation of values after any transfer you have requested. You must notify us immediately of any error.

We will permit others to act on your behalf in certain instances, including:

o We will accept an application for a Contract signed by an attorney-in-fact if we receive a copy of the power of attorney with the application.

o We will issue a Contract to replace an existing life insurance or annuity policy that we or an affiliated company issued even though we did not previously receive a signed application from you.

Certain dealers or other authorized persons such as employers and Qualified Plan fiduciaries may inform us of your responses to application questions by telephone or by order ticket and cause the initial purchase payment to be paid to us. If the information is complete, we will issue the Contract with a copy of an application containing that information. We will send you the Contract and a letter so you may review the information and notify us of any errors. We may request you to confirm that the information is correct by signing a copy of the application or a Contract delivery receipt. We will send you a written notice confirming all purchases. Our liability under any Contract relates only to amounts so confirmed.

INVESTMENTS OF THE VARIABLE ACCOUNT

Allocations of Purchase Payments

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We will invest your purchase payments in the Sub-accounts you have chosen. Your selection must specify the percentage of the purchase payment that is allocated to each Sub-account. The percentage for each Sub-account, if not zero, must be at least 10% and a whole number. You may change the allocation percentages without fee, penalty or other charge. You must notify us in writing of your allocation changes unless you, your attorney-in-fact, or another authorized person have given us written authorization to accept telephone allocation instructions. By allowing us to accept telephone changes, you agree to accept and be bound by our current conditions and procedures. The current conditions and procedures are in Appendix C. We will notify you of any changes in advance.

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The Variable Account is segmented into Sub-accounts. Each Sub-account contains the shares of one of the Eligible Funds and such shares are purchased at net asset value. We may add or withdraw Eligible Funds and Sub-accounts as permitted by applicable law.

Eligible Funds

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The Eligible Funds are the separate funds listed within the SteinRoe Variable Investment Trust and Liberty Variable Investment Trust. Keyport and the Variable Account may enter into agreements with other mutual funds for the purpose of making such mutual funds available as Eligible Funds under certain Contracts.

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We do not promise that the Eligible Funds will meet their investment objectives. Amounts you have allocated to Sub-accounts may grow, decline, or grow less in value than you expect, depending on the investment performance of the Eligible Funds in which the Sub-accounts invest. You bear the investment risk that those Eligible Funds possibly will not meet their investment objectives. You should carefully review their prospectuses before allocating amounts to the Sub-accounts of the Variable Account.

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All of the Eligible Funds are funding vehicles for other variable annuity contracts and variable life insurance policies offered by our separate accounts. The Eligible Funds are also available for the separate accounts of insurance companies affiliated and unaffiliated with us. The risks involved in this "mixed and shared funding" are disclosed in the Liberty Trust and SteinRoe Trust prospectuses under the caption "The Trust".

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Liberty Advisory Services Corp. ("LASC"), our subsidiary, is the manager for Liberty Trust and its Eligible Funds. Colonial Management Associates, Inc. ("Colonial"), an affiliate, serves as sub-adviser for the Eligible Funds (except for Newport Tiger Fund and Stein Roe Global Utilities Fund). Newport Fund Management, Inc., an affiliate, serves as sub-adviser for the Newport Tiger Fund.

Stein Roe & Farnham Incorporated ("Stein Roe"), an affiliate, is the investment adviser for each Eligible Fund of SteinRoe Trust and is sub-adviser for Stein Roe Global Utilities Fund of the Liberty Trust.

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We have briefly described the Eligible Funds and the objectives they seek to achieve below. You should read the current prospectus for the Eligible Funds for more details and complete information. The prospectus is available, at no charge, from a salesperson or by writing to us or by calling (800) 437-4466.

Eligible Funds of SteinRoe and
Variable Account Sub-accounts	Investment Objective
Stein Roe Money Market Fund,	High current income from short-term
Variable Series	money market instruments while
(SRMMF Sub-account)	emphasizing preservation of capital
	and maintaining excellent liquidity.
Liberty Federal Securities	Highest possible level of current
Fund, Variable Series	income consistent with safety of
(LFSF Sub-account)	principal and maintenance of
	liquidity through investment primarily
	in mortgage-backed securities.
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Stein Roe Balanced Fund, Variable	High total investment return through
Series (SRBF Sub-account)	investment in a changing mix of
	securities.
Stein Roe Growth Stock Fund,	Long-term growth of capital through
Variable Series	investment primarily in common
(SRGSF Sub-account)	stocks.
Stein Roe Small Company Growth	Capital growth by investing primarily
Fund, Variable Series	in common stocks, convertible
(SRSCGF Sub-account)	securities, and other securities
	selected for prospective capital
	growth.

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Eligible Funds of Liberty Trust
and Variable Account Sub-accounts	Investment Objective
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Liberty Value Fund, Variable	Primarily income and long-term
Series (LVF Sub-account)	capital growth and, secondarily,
	preservation of capital.
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Colonial Strategic Income Fund,	A high level of current income, as is
Variable Series	consistent with the prudent risk, and
(CSIF Sub-account)	maximizing total return, by
	diversifying investments primarily in
	U.S. and foreign government and high
	yield, high risk corporate debt
	securities.
Stein Roe Global Utilities Fund,	Current income and long-term growth
Variable Series (SRGUF Sub-account)	of capital and income.
Colonial U.S. Growth & Income	Long-term capital growth and income
Fund Variable Series	by investing primarily in large
(CUSGIF Sub-account)	capitalization equity securities.
Colonial International Fund for	Long-term capital growth, by
Growth, Variable Series	investing primarily in non-U.S.
(CIFG Sub-account)	equity securities.
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Newport Tiger Fund, Variable	Long-term capital growth by investing
Series (NTF Sub-account)	primarily in equity securities of
	companies located in the ten Tigers
	of Asia (Hong Kong, Singapore, South
	Korea, Taiwan, Malaysia, Thailand,
	Indonesia, India, China and the
	Philippines).

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There is no assurance that the Eligible Funds will achieve their stated objectives.

Dollar Cost Averaging

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Under the program, we make automatic transfers of Accumulation Units on a periodic basis out of the SRMMF Sub-account or the One-Year Guarantee Period Fixed Account option into one or more of the other available Sub-accounts you select. The program allows you to invest in the Sub-accounts over time rather than all at once. The program is available for purchase payments and amounts transferred into the SRMMF Sub-account or the One-Year Guarantee Period Fixed Account option. We reserve the right to limit the number of Sub-accounts you may choose. Currently, there are no limits. If you wish to participate in the program, you must notify us in writing. The One-Year Guarantee Period Fixed Account option of the program is not available under Contracts issued to New Jersey and Washington residents.

A transfer under the program will not be counted as a transfer for purposes of the limitations in "Transfer of Variable Account Value" below. The automatic transfer program does not guarantee a profit nor does it protect against loss in declining markets. The program is described in detail in Appendix D on Page 46.

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Transfer of Variable Account Value

You may transfer Variable Account Value from one Sub-account to another Sub-account and/or to the Fixed Account.

We may charge a transfer fee and limit the number of transfers that you can make in a time period. Transfer limitations may prevent you from making a transfer on the date you select. This may result in your Contract Value being lower than it would have been if you had been able to make the transfer.

Limits on Transfers

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Currently, we are not charging a transfer fee. We will notify you prior to charging any transfer fee or a change in the limitation on the number of transfers. We do not guarantee any maximum transfer fee that we may charge, but the fee will not exceed the cost of effecting a transfer. Contracts delivered in Pennsylvania, South Carolina and Texas contain a stated maximum of $15 per transfer.

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We are limiting transfers to 12 per calendar year except as follows:

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o	we impose a transfer limit of one transfer every 30 days, or such other period as we may permit, for transfers on behalf of multiple Contracts by a common attorney-in-fact, or transfers that are, in our determination, based on the recommendation of a common investment adviser or broker/dealer, and
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o	we limit each transfer to a maximum of $500,000, or such greater amount as we may permit. We treat all transfer requests for a Contract made on the same day as a single transfer. We may treat as a single transfer all transfers you request on the same day for every Contract you own. The total combined transfer amount is subject to the $500,000 limitation. If the total amount of the requested transfers exceeds $500,000, we will not execute any of the transfers, and
o	we treat as a single transfer all transfers made on the same day on behalf of multiple Contracts by a common attorney-in-fact, or transfers that are, in our determination, based on the recommendation of a common investment adviser or broker/dealer. The $500,000 limitation applies to such transfers. If the total amount of the requested transfers exceeds $500,000, we will not execute any of the transfers.

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If we have executed a transfer with respect to your Contract as part of a multiple transfer request, we will not execute another transfer request for your Contract for 30 days.

By applying these limitations we intend to protect the interests of individuals who do and those who do not engage in significant transfer activity among Sub-accounts. We have determined that the actions of individuals engaging in significant transfer activity may adversely affect the performance of the Eligible Fund for the Sub-account involved. The movement of values from one Sub-account to another may prevent the appropriate Eligible Fund from taking advantage of investment opportunities because it must maintain a liquid position in order to handle redemptions. Such movement may also cause a substantial increase in Fund transaction costs which all Contract Owners must indirectly bear.

You must notify us in writing of your transfer requests unless you have given us written authorization to accept telephone transfer requests from you or your attorney-in-fact. By authorizing us to accept telephone transfer instructions, you agree to accept our current conditions and procedures. The current conditions and procedures are in Appendix C. You will be given prior notification of any changes. A person acting on your behalf as an attorney-in-fact may make written transfer requests.

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If we receive your transfer requests before 4:00 P.M. Eastern Time, we will initiate them at the close of business that day. We will initiate any requests received after that time at the close of the next business day. We will execute your request to transfer value by both redeeming and acquiring Accumulation Units on the day we initiate the transfer.

If you transfer 100% of any Sub-account's value, and the allocation formula for purchase payments on your application includes that Sub-account, the allocation formula for future purchase payments will automatically change unless you tell us otherwise.

Substitution of Eligible Funds and Other Variable Account Changes

If shares of any of the Eligible Funds are no longer available for investment by the Variable Account or further investment in the shares of an Eligible Fund is no longer appropriate under the Contract, we may add or substitute shares of another Eligible Fund or of another mutual fund for Eligible Fund shares already purchased or to be purchased in the future. Any substitution of securities will comply with the requirements of the Investment Company Act of 1940.

We also reserve the right to make the following changes in the operation of the Variable Account and Eligible Funds:

o	to operate the Variable Account in any form permitted by law;
o	to take any action necessary to comply with applicable law or obtain and continue any exemption from applicable law;
o	to transfer any assets in any Sub-account to another or to one or more separate investment accounts, or to our general account;
o	to add, combine or remove Sub-accounts in the Variable Account; and
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o	to change how we assess charges, so long as we do not increase them above the current total charged to the Variable Account and the Eligible Funds in connection with your Contract.

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DEDUCTIONS

Deductions for Contract Maintenance Charge

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We charge an annual contract maintenance charge of $36 per Contract Year. This charge reimburses us for our expenses incurred in maintaining your Contract. We may not change the contract maintenance charge of any Contract delivered in Pennsylvania, South Carolina, or Texas to be greater than $100 per year. There is no such limit under Contracts delivered in other jurisdictions.

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Before the Income Date, we will deduct the contract maintenance charge from the Variable Account Value on each Contract Anniversary and on the date of any total surrender not falling on the Contract Anniversary.

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On the Income Date, we will subtract from Variable Account Value a pro-rata portion of the contract maintenance charge due on the next Contract Anniversary. This pro-rata charge covers the period from the prior Contract Anniversary to the Income Date.

Before and after the Income Date, we deduct the contract maintenance charge proportionally from each Sub-account based upon the value each Sub-account bears to the Variable Account Value.

After the Income Date, once annuity payments begin, or after surrender benefits are applied under a settlement option, the contract maintenance charge is guaranteed not to increase. We will subtract this charge in equal parts from each annuity payment. For example, if annuity payments are monthly, then we will deduct one-twelfth of the annual charge from each payment.

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Deductions for Mortality and Expense Risk Charge

Variable annuity payments fluctuate depending on the investment performance of the Sub-accounts. The payments will not be affected by the mortality experience (death rate) of persons receiving such payments or of the general population. We guarantee that certain total surrenders after your death or the death of the Annuitant will not mean that payments are reduced by a contingent deferred sales charge or will not result in payments that are lower than the amount of purchase payments less any prior partial surrenders. We also assume an expense risk since the contract maintenance charge after the Income Date remains the same and does not change to reflect variations in expenses.

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We deduct a mortality and expense risk charge from each Sub-account as part of the calculation of Accumulation Unit Values for each Valuation period. The mortality and expense risk charge is equal, on an annual basis, to 1.25% of the average daily net asset value of each Sub-account. We deduct the charge both before and after the Income Date.

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We may deduct less than the full charge from Sub-account values attributable to Contracts issued to our employees and other persons specified in "Distribution of the Contract".

Deductions for Sales Charge

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We deduct a daily sales charge from each Sub-account as part of the calculation of Accumulation Unit values for each Valuation Period. This charge is equal, on an annual basis, to 0.15% of the average daily net asset value of each Sub-account. This charge compensates us for certain sales distribution expenses relating to the Contract. We do not deduct the daily sales charge during the annuity period.

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We will not deduct this charge from your Sub-account values once we have reached the maximum cumulative daily sales charge limit. We do not deduct this charge from the values of Contracts issued to our employees and other persons specified in "Distribution of the Contract". We may decide not to deduct the charge from Sub-account values attributable to a Contract issued in an internal exchange or transfer of an annuity contract from our general account.

Deductions for Contingent Deferred Sales Charge

We do not deduct a sales charge from the Contract when you purchase it. We may deduct such a charge if you surrender your Contract.

To determine whether we will deduct a contingent deferred sales charge if you partially or totally surrender your Contract, we maintain a separate set of records. These records identify the date and amount of each purchase payment you have made and the Contract Value over time.

You may make partial surrenders during the Accumulation Period without incurring a contingent deferred sales charge. You may surrender an amount up to the Contract's earnings. Earnings equal the Contract Value at the time of surrender, less purchase payments not previously surrendered.

After the first Contract Year, we guarantee that a minimum amount of Contract Value will be free of contingent deferred sales charges each year. This amount is equal to 10% of the Contract Value at the beginning of each Contract Year. This 10% amount will be reduced by the amount of each surrender in a year that represents the Contract's increase in value. The amount of any surrender in excess of this increase in value but not in excess of the remaining 10% amount will be free of contingent deferred sales charges. This portion will be deducted from the purchase payments from the oldest payment to the most recent until the amount is fully deducted. Any amount so deducted will not be subject to a charge.

The following additional amounts will be deducted from the purchase payments in this order: the amount of any surrender in the first Contract Year in excess of the Contract's increase in value at the time of surrender; and the amount of any surrender in any later Contract Year in excess of the Contract's increase in value at the time of surrender (or in excess of the 10% limit if it applies). The contingent deferred sales charge for each purchase payment from which a deduction is made will be equal to (a) x (b), where:

(a)	is the amount so deducted; and
(b)	is the applicable percentage for the number of years that have elapsed from the date of the purchase payment to the date of surrender. We measure years from the date of each payment. The applicable percentages for each year are :
Year		Percentage
1		7%
2		6%
3		5%
4		4%
5		3%
6		2%
7		1%
8 and thereafter		0%

We calculate the contingent deferred sales charges for each purchase payment. The lesser of this amount and the maximum cumulative sales charge will be deducted from Contract Value in the same manner as the surrender amount. The maximum cumulative sales charge is equal to (a) - (b), where:

(a)	is 8.5% of the total purchase payments made to the Contract, and
(b)	is the sum of all prior contingent deferred sales charge deductions from the Contract Value and all prior Variable Account sales charges applicable to the Contract from the 0.15% daily sales charge factor. After each surrender, our records will be adjusted to reflect any deductions made from the applicable purchase payments.

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The contingent deferred sales charge is used to cover expenses we incur selling the Contract, including compensation paid to selling dealers and the cost of sales literature. Selling dealers may receive up to 6.00% of purchase payments. (See "Distribution of the Contracts.") We pay any expenses not covered by the charge from our general account, which may include monies deducted from the Variable Account for the mortality and expense risk charge.

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The contingent deferred sales charge is not applicable to Contracts issued to our employees and other persons specified in "Distribution of the Contract".

We may reduce or change any contingent deferred sales charge percentage to 0% under a Contract issued in an internal exchange or transfer of an annuity contract from our general account.

We may establish a systematic withdrawal program to allow you to request systematic partial surrenders in the first Contract Year up to 10% of the initial purchase payment. Under this program, we may waive the contingent deferred sales charge on the amount of any partial surrender that is in excess of the Contract's increase in value at the time the surrender occurs. Any such excess surrender amount will not be deducted from the initial purchase payment. This means that the waiver of the contingent deferred sales charge is not a permanent waiver and we can collect the charge in the event that you later make a non-systematic partial or total surrender.

Deductions for Transfers of Variable Account Value

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Currently, we do not charge such a fee. However, the Contract allows us to charge for each transfer in excess of 12 per year. We do not guarantee any maximum transfer fee, but it will not exceed the cost of effecting a transfer. Contracts delivered in Pennsylvania, South Carolina and Texas contain a stated maximum of $15 per transfer. We will notify you prior to the imposition of any fee.

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Deductions for Premium Taxes

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We deduct the amount of any premium taxes levied by any state or governmental entity when paid unless we elect to defer such deduction. We can not anticipate precisely the amount of premium tax payable on any transaction involving the Contract. Premium taxes depend, among other things, on the type of Contract (Qualified or Non-Qualified), on your state of residence, the state of residence of the Annuitant, our status within such states, and the insurance tax laws of such states. Currently, premium taxes range from 0% to 3.5% of either total purchase payments or Contract Value.

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Deductions for Income Taxes

We deduct income taxes from any amount payable under the Contract that a governmental authority requires us to withhold. See "Income Tax Withholding" and "Tax-Sheltered Annuities".

Total Variable Account Expenses

The total Variable Account expenses you will incur are the contract maintenance charge, the mortality and expense risk charge, and the daily sales charge.

The value of the assets in the Variable Account will reflect the value of Eligible Fund shares and the deductions from and expenses paid out of the assets of the Eligible Funds. These deductions and expenses are described in the Eligible Fund prospectus .

THE CONTRACTS

Variable Account Value

The Variable Account Value for your Contract is based on the sum of your proportionate interest in value of each Sub-account where you have allocated values. We determine the value of each Sub-account at any time by multiplying the number of Accumulation Units attributable to that Sub-account by its Accumulation Unit value.

Each purchase payment you make results in the credit of additional Accumulation Units to your Contract and the appropriate Sub-account. Purchase payments are credited to your Contract using the Accumulation Unit Value that is calculated after we receive your purchase payment. The number of additional units for any Sub-account will equal the amount allocated to that Sub-account divided by the Accumulation Unit value for that Sub-account at the time of investment.

Valuation Periods

We determine the value of the Variable Account each valuation period using the net asset value of the Eligible Fund shares. A valuation period is the period beginning at 4:00 P.M. (ET) which is the close of trading on the New York Stock Exchange and ending at the close of trading for the next business day. The New York Stock Exchange is currently closed on weekends, New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Net Investment Factor

Your Variable Account Value will fluctuate with the investment results of the underlying Eligible Funds you have selected. In order to determine how these fluctuations affect value, we use an Accumulation Unit value. Each Sub-account has its own Accumulation Units and value per unit. We determine the unit value applicable during any valuation period at the end of that period.

When we first purchased Eligible Fund shares on behalf of the Variable Account, we valued each Accumulation Unit at $10.00. The Unit value for each Sub-account in any valuation period thereafter is determined by multiplying the value for the prior period by a net investment factor. This factor may be greater or less than 1.0; therefore, the Accumulation Unit may increase or decrease from valuation period to valuation period. We calculate a net investment factor for each Sub-account according to the following formula (a / b) - c, where:

(a)	is equal to:
	(i)	the net asset value per share of the Eligible Fund at the end of the valuation period; plus
	(ii)	the per share amount of any dividend or other distribution the Eligible Fund made if the record date for such distribution occurs during that same valuation period.
(b)	is the net asset value per share of the Eligible Fund at the end of the prior valuation period.
(c)	is equal to:
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	(i)		the valuation period equivalent of the annual rate for the mortality and expense risk charge; plus
	(ii)		the valuation period equivalent of the annual rate for the sales charge; plus
	(iii)		a charge factor, if any, for any tax provision established by us as a result of the operations of that Sub-account.

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If we have deducted the maximum cumulative sales charge limit, we will not deduct the daily sales charge in (c) (ii) above. For Contracts issued to our employees and other persons specified in "Distribution of the Contract", the mortality and expense risk charge in (c) (i) above is.35% and the daily sales charge in (c)(ii) above is eliminated. We may eliminate the daily sales charge in (c)(ii) above for certain Contracts we issue in an internal exchange or transfer.

Modification of the Contract

Only our President or Secretary may agree to alter the Contract or waive any of its terms. A change may be made to the Contract if there have been changes in applicable law or interpretations of law. Any changes will be made in writing and with your consent, except as may be required by applicable law.

Right to Revoke

You may return the Contract within 10 days after you receive it by delivering or mailing it to us. The postmark on a properly addressed and postage-prepaid envelope determines if a Contract is returned within the period. We will treat the returned Contract as if we never issued it and we will refund: (a) the initial purchase payment for Contracts delivered in Connecticut, Georgia, Idaho, North Carolina, South Carolina, Utah, Washington and West Virginia; (b) the Contract Value for Contracts delivered in Arizona, California (if you are age 60 or older; see below), Kansas, Minnesota, North Dakota and Pennsylvania; and (c) the lesser of the initial purchase payment or the Contract Value for Contracts delivered elsewhere, including in California if you are under age 60.

If we deliver your Contract to you in California and you are age 60 or older, you may return the Contract to us or the agent from whom you purchased it. If you return the Contract within 30 days after you receive it, we will refund the Contract Value.

DEATH PROVISIONS FOR NON-QUALIFIED CONTRACTS

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Death of Primary Owner, Joint Owner or Certain Non-Owner Annuitant. If the Contract is In Force, you or any joint Owner dies or the Annuitant dies under a Contract when a non-natural person such as a trust owns the Contract, we will treat the Designated Beneficiary as the Contract Owner after such a death.

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Under this paragraph you are the covered person. However, if there is a non-natural Owner such as a trust, the covered person is the Annuitant. If the covered person dies, we will increase the Contract Value if it is less than the guaranteed minimum death value amount ("GMDV"). Except for certain previously issued Contracts, the GMDV is the greater of:

(a)

the sum of all purchase payments made through the date of death, less all partial surrenders made through the date of death; and

(b)

the Anniversary Value. We will compute an "Anniversary Value" for each Contract Anniversary (if any) before the 81st birthday of the covered person and we will use the greatest of such "Anniversary Values". Initially, the "Anniversary Value" for each applicable Contract Anniversary is equal to the Contract Value on that Anniversary. It is then increased by any purchase payments made from that Anniversary until the date of death, and decreased by the following amount at the time of each partial surrender made from that Anniversary until the date of death: the partial surrender amount divided by the Contract Value right before the surrender, multiplied by the "Anniversary Value" right before the surrender.

The GMDV will be different for any Contract issued between July 1, 1993 and before the later of July 5, 1994 and the date we changed the death provisions in the state of issue of a Contract. Contracts on application form number FLEX-APP(REV)3, FLEX-APP-OH(REV)3 or FLEX-APP-PA(REV)3 are affected. You or your agent may call 800-437-4466 to see when the change was made in your state.

The GMDV for such a Contract is the greatest of (a) above, (b) above, and the Contract Value on the seventh Contract Anniversary, plus any purchase payments made from that Anniversary until the date of death, and less any partial surrenders made from that Anniversary until the date of death. The GMDV for any other Contract issued before May 1, 1996 is the greater of (a) above and the Contract Value.

When we receive due proof of the covered person's death, we will compare, as of the date of death, the Contract Value and the GMDV. If the Contract Value is less than the GMDV, we will increase the current Contract Value by the amount of the difference. Note that while the amount of the difference is determined as of the date of death, that amount is not added to the Contract Value until we receive due proof of death. We allocate the amount credited, if any, to the Variable Account and/or the Fixed Account based on the purchase payment allocation in effect when we receive due proof of death. The Designated Beneficiary may, by the later of the 90th day after the covered person's death and the 60th day after we receive proof of the death, surrender the Contract for the Contract Value without incurring any applicable contingent deferred sales charge. For a surrender after the applicable 90 or 60 day period and for a surrender at any time after the death of a non-covered person, we will pay the Surrender Value. If the Contract is not surrendered, it will continue for the time period specified below.

If the decedent's surviving spouse is the sole Designated Beneficiary, he or she will become the new sole primary Owner as of the decedent's date of the death. If the Annuitant is the decedent, the new Annuitant will be any living contingent annuitant, otherwise the new Annuitant will be the surviving spouse. The Contract can continue until another death occurs. Except for this paragraph, all of "Death Provisions" will apply to that subsequent death.

In all other cases, the Contract may continue up to five years from the date of death. During this period, the Designated Beneficiary may exercise all ownership rights, including the right to make transfers or partial surrenders or the right to totally surrender the Contract for its Surrender Value. If the Contract is still in effect at the end of the five-year period, we will automatically end it by paying the Contract Value to the Designated Beneficiary. If the Designated Beneficiary is not alive, we will pay any person(s) named by the Designated Beneficiary in writing; otherwise we will pay the Designated Beneficiary's estate.

Payment of Benefits. Instead of receiving a lump sum, you or any Designated Beneficiary may direct us in writing to pay any benefit of $5,000 or more under an annuity payment option that meets the following:

o the first payment to the Designated Beneficiary must be made no later than one year after the date of death;

o payments must be made over the life of the Designated Beneficiary or over a period not extending beyond that person's life expectancy; and

o any payment option that provides for payments to continue after the death of the Designated Beneficiary will not allow the successor payee to extend the period of time over which the remaining payments are to be made.

Death of Certain Non-Contract Owner Annuitant. These provisions apply if, while the Contract is In Force, the Annuitant dies, you are not the Annuitant, and you are a natural person. The Contract will continue after the Annuitant's death. The new Annuitant will be any living contingent annuitant. If there is no living contingent annuitant, then you will be the new Annuitant.

DEATH PROVISIONS FOR QUALIFIED CONTRACTS

Death of Annuitant. If the Annuitant dies while the Contract is In Force, the Designated Beneficiary will control the Contract. We will increase the Contract Value, as provided below, if it is less than the guaranteed minimum death value amount ("GMDV"). The GMDV is the amount defined on page 22. When we receive due proof of the Annuitant's death, we will compare, as of the date of death, the Contract Value to the GMDV. If the Contract Value is less than the GMDV, we will increase the current Contract Value by the amount of the difference. Note that while the amount of the difference is determined as of the date of death, that amount is not added to the Contract Value until we receive due proof of death.

We will allocate the amount credited, if any, to the Variable Account and/or the Fixed Account based on the purchase payment allocation selection that is in effect when we receive due proof of death. The Designated Beneficiary may, by the later of the 90th day after the Annuitant's death and the 60th day after we are notified of the death, surrender the Contract for the Contract Value without incurring any applicable contingent deferred sales charge. If the surrender is made after the applicable 90 or 60 day period, we will pay the Surrender Value.

If the Designated Beneficiary does not surrender the Contract, it may continue for the time period permitted by the Internal Revenue Code provisions applicable to the particular Qualified Plan. During this period, the Designated Beneficiary may exercise all ownership rights, including the right to make transfers or partial surrenders or the right to totally surrender the Contract for its Surrender Value. If the Contract is still in effect at the end of the period, we will automatically end it by paying the Contract Value to the Designated Beneficiary. If the Designated Beneficiary is not alive then, we will pay any person(s) named by the Designated Beneficiary in writing; otherwise, we will pay the Designated Beneficiary's estate.

Payment of Benefits. You or any Designated Beneficiary may direct us in writing to pay any benefit of $5,000 or more under an annuity payment option that meets the following:

o the first payment to the Designated Beneficiary must be made no later than one year after the date of death;

o payments must be made over the life of the Designated Beneficiary or over a period not extending beyond that person's life expectancy; and

o any payment option that provides for payments to continue after the death of the Designated Beneficiary will not allow the successor payee to extend the period of time over which the remaining payments are to be made.

CONTRACT OWNERSHIP

The Contract Owner shall be the person designated in the application and may exercise all the rights of the Contract. Joint Contract Owners are permitted. Contingent Contract Owners are not permitted.

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You may direct us in writing to change the Contract Owner, primary beneficiary, contingent beneficiary or contingent annuitant. If the selection of a beneficiary or annuitant was designated "irrevocable", that selection may be changed only with that person's written consent.

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Because a change of Contract Owner by means of a gift may be a taxable event, you should consult a competent tax adviser as to the tax consequences resulting from such a transfer.

Any Qualified Contract may have limitations on transfer of ownership. You should consult a competent tax adviser as to the tax consequences resulting from such a transfer.

ASSIGNMENT

You may assign the Contract at any time. You must file a copy of any assignment with us. Your rights and those of any revocably-named person will be subject to the assignment. A Qualified Contract may have limitations on your ability to assign the Contract.

Because an assignment may be a taxable event, you should consult the plan administrator and a competent tax adviser as to the tax consequences resulting from any such assignment.

SURRENDERS

You may partially surrender the Contract by notifying us in writing. The minimum amount to be surrendered must be at least $300. We may permit a lesser amount with a systematic withdrawal program. If the Contract Value after a partial surrender would be below $2,500, we will treat the request as a surrender of only the amount over $2,500. The amount surrendered will include any applicable contingent deferred sales charge and may be greater than the amount of the surrender check requested. Unless you specify otherwise, we will deduct the total amount surrendered from all Sub-accounts of the Variable Account in the proportion that the value in each Sub-account bears to the total Variable Account Value. If there is no or insufficient value in the Variable Account, then the amount surrendered, or the insufficient portion, will be deducted from the Fixed Account.

You may totally surrender the Contract by notifying us in writing. Surrendering the Contract will end it. Upon surrender, you will receive the Surrender Value.

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We will pay the amount of any surrender within seven days of receipt of your request. Alternatively, you may apply any surrender benefit of at least $5,000 to an annuity payment option for yourself. If the Contract Owner is not a natural person, we must consent to the selection of an annuity payment option.

You may not make partial surrenders or totally surrender Settlement Options based on life contingencies after annuity payments have begun. You may make partial surrenders or totally surrender Settlement Option 1, described in "Settlement Options" below, which is not based on life contingencies if you have selected a variable payout. Any partial surrender will reduce your future annuity payments.

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Because of the potential tax consequences of a full or partial surrender, you should consult a competent tax adviser regarding a surrender.

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Participants under Qualified Plans as well as Certificate Owners, Annuitants, and Designated Beneficiaries are cautioned that you may not be able to partially or totally surrender the Certificate under a Qualified Plan. You should seek competent advice concerning the terms and conditions of the particular Qualified Plan and use of the Certificate with that Plan.

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ANNUITY PROVISIONS

Annuity Benefits

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If the Annuitant is alive on the Income Date and the Contract is In Force, we will begin payments to the Annuitant under the payment option or options you have chosen. We determine the amount of the payments on the Income Date by applying to the Option you choose:

o	your Contract Value;
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o	subtracting any premium taxes not previously deducted; and
o	subtracting any applicable contract maintenance charge on the Income Date in accordance with the Option selected.

Income Date and Settlement Option

You may select an Income Date and Settlement Option at the time of application. If you do not select a Settlement Option, we automatically choose Option 2. If you do not select an Income Date for the Annuitant, the Income Date will automatically be the first day of the calendar month following the later of:

o the Annuitant's 75th birthday, or

o the 10th Contract Anniversary.

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You may continue to make purchase payments until you reach your Income Date.

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Change in Income Date and Settlement Option

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You may choose or change a Income Date or Settlement Option by writing to us at least 30 days before the Income Date. However, any Income Date must be:

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o for variable annuity payment options, not earlier than the second calendar month after the Issue Date;

o for fixed annuity payment options, not earlier than the first calendar month after the end of the first Contract Year;

o not later than the calendar month after the Annuitant's 90th birthday; and

o the first day of a calendar month.

Settlement Options

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The Settlement Options are:

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Option 1:	Income for a Fixed Number of Years;
Option 2:	Life Income with 10 Years of Payments Guaranteed; and
Option 3:	Joint and Last Survivor Income.

You may arrange other options if we agree. Each option is available in two forms - as a variable annuity for use with the Variable Account and as a fixed annuity for use with the Fixed Account. Variable annuity payments will fluctuate. Fixed annuity payments will not fluctuate.

Unless you choose otherwise, we will apply Variable Account Value to a variable annuity option and Fixed Account Value to a fixed annuity option. The same amount applied to a variable option and a fixed option will produce a different initial payment and different subsequent payments.

The payee is the person who will receive the sum payable under a payment option. Any payment option that provides for payments to continue after the death of the payee will not allow the successor payee to extend the period of time over which the remaining payments are to be made.

If the amount available under any variable or fixed option is less than $5,000, we reserve the right to pay such amount in one sum to the payee in lieu of the payment otherwise provided for.

We will make annuity payments monthly unless you have requested in writing quarterly, semi-annual or annual payments. However, if any payment would be less than $100, we may reduce the frequency of payments to a period that will result in each payment being at least $100.

Option 1: Income For a Fixed Number of Years. We will pay an annuity for a chosen number of years, not less than 5 nor more than 50. You may choose a period of years over 30 only if it does not exceed the difference between age 100 and the Annuitant's age on the date of the first payment. At any time while we are making variable annuity payments, the payee may elect to receive the following amount:

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o the present value of the remaining payments, commuted at the interest rate used to create the annuity factor for this option. This interest rate is 6% per year (3% per year for Florida Contracts and 5% per year for Oregon Contracts), unless you chose 3% per year in writing; less

o any contingent deferred sales charge due by treating the value defined above as a total surrender.

Instead of receiving a lump sum, the payee may elect another payment option and we will not deduct the amount applied to the option by the contingent deferred sales charge above.

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If, at the death of the payee, Option 1 payments have been made for less than the chosen number of years:

o	we will continue payments during the remainder of the period to the successor payee; or
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o	the successor payee may elect to receive in a lump sum the present value of the remaining payments, commuted at the interest rate used to create the annuity factor for this option. For the variable annuity, this interest rate is 6% per year (3% per year for Florida Contracts and 5% per year for Oregon Contracts), unless the payee chose 3% per year in writing.

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The mortality and expense risk charge is deducted during the Option 1 payment period but we have no mortality risk during this period.

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You may choose a "level monthly" payment option for variable payments under Option 1. Under this option, we convert your annual payment into 12 equal monthly payments. Thus the monthly payment amount changes annually instead of monthly. We will determine each annual payment as described in "Variable Annuity Payment Values", place each annual payment in our general account, and distribute it in 12 equal monthly payments. The sum of the 12 monthly payments will exceed the annual payment amount because of an interest rate factor we use which will vary from year to year. If the payments are commuted, (1) we will use the commutation method described above for calculating the present value of remaining payments and (2) use the interest rate that determined the current 12 payments to commute any unpaid monthly payments.

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See "Annuity Payments" for the manner in which Option 1 may be taxed.

Option 2: Life Income with 10 Years of Payments Guaranteed. We will pay an annuity during the lifetime of the payee. If, at the death of the payee, payments have been made for fewer than 10 years:

o	we will continue payments during the remainder of the period to the successor payee; or
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o	such successor payee may elect to receive in a lump sum the present value of the remaining payments, commuted at the interest rate used to create the annuity factor for this option. For the variable annuity, this interest rate is 6% per year (3% per year for Florida Contracts and 5% per year for Oregon Contracts), unless the payee chose 3% per year in writing.

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The amount of the annuity payments will depend on the age of the payee on the Income Date and it may also depend on the payee's sex.

Option 3: Joint and Last Survivor Income. We will pay an annuity for as long as either the payee or a designated second natural person is alive. The amount of the annuity payments will depend on the age of both persons on the Income Date and it may also depend on each person's sex. It is possible under this option to receive only one annuity payment if both payees die after the receipt of the first payment or to receive only two annuity payments if both payees die after receipt of the second payment and so on.

Variable Annuity Payment Values

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We determine the amount of the first variable annuity payment by multiplying the Contract Value you are applying to variable annuity payments by the annuity purchase rate for the Settlement Option you have selected. The annuity purchase rates are based on an assumed annual investment return (AIR or benchmark rate) of 6% (3% per year for Florida Contracts and 5% for Oregon Contracts), unless you choose 3% in writing. (See below and "Variable Annuity Payment Values" in the Statement of Additional Information for more information on AIRs and how your initial variable payment is calculated.)

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Subsequent variable annuity payments will fluctuate in amount and reflect whether the actual investment return of the selected Sub-account(s) (after deducting the mortality and expense risk charge) is better or worse than the assumed investment return. The total dollar amount of each variable annuity payment will be equal to:

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o the sum of all Sub-account payments; less

o the pro-rata amount of the annual contract maintenance charge.

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Currently there is no limit on the number of times or the frequency with which a payee may instruct us to change the Sub-account(s) used to determine the amount of the variable annuity payments. Any change requested must be at least six months after a prior selection.

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If you apply the same amount to a particular payment option, a 5% or 6% AIR will result in a larger initial payment than will a 3% AIR. You should note, however, that, assuming the same investment performance, your subsequent payments using a 5% or 6% AIR will increase by a smaller percentage (when they increase) and decrease by a larger percentage (when they decrease) than will subsequent payments using a 3% AIR. Indeed, it is possible that after a sufficient period of time, payments determined using a 5% or 6% AIR may be lower than payments commencing at the same time using the same Sub-accounts but a 3% AIR. Note that if you select Option 1 (Income for a Fixed Number of Years) and payments continue for the entire period, the 5% or 6% AIR payment amount will start out being larger than the 3% AIR amount but eventually the 5% or 6% payment amount will become less than the 3% AIR payment amount. Whether you would be better off choosing a higher or lower AIR depends on the annuity payment option you choose, the investment performance of the Sub-accounts you choose, and the period for which payments are received.

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Proof of Age, Sex, and Survival of Annuitant

We may require proof of age, sex or survival of any payee upon whose age, sex or survival payments depend. If the age or sex has been misstated, we will compute the amount payable based on the correct age and sex. If income payments have begun, we will pay in full any underpayments with the next annuity payment. Any overpayments, unless repaid in one sum, will be deducted from future annuity payments until we are repaid in full.

SUSPENSION OF PAYMENTS

We reserve the right to postpone surrender payments from the Fixed Account for up to six months. We may suspend or postpone any type of payment from the Variable Account for any period when:

o the New York Stock Exchange is closed other than customary weekend or holiday closings;

o trading on the Exchange is restricted;

o an emergency exists as a result of which it is not reasonably practicable to dispose of securities held in the Variable Account or determine their value; or

o the Securities and Exchange Commission permits delay for the protection of security holders.

The applicable rules and regulations of the Securities and Exchange Commission shall govern as to whether the two prior conditions described above exist.

TAX STATUS

Introduction

This discussion is general in nature and is not intended as tax advice. Each person concerned should consult a competent tax adviser. We make no attempt to consider any applicable state or other tax laws. Moreover, this discussion is based upon our understanding of current federal income tax laws as they are currently interpreted. We make no representation regarding the likelihood of continuation of those current federal income tax laws or of the current interpretations by the Internal Revenue Service.

The Contract is for use by individuals in retirement plans which may or may not be Qualified Plans under the provisions of the Internal Revenue Code at 1986, as amended (the "Code"). The ultimate effect of federal income taxes on the Contract Value, on annuity payments, and on the economic benefit to the Contract Owner, Annuitant or Designated Beneficiary depends on the type of retirement plan for which you purchase the Contract and upon the tax and employment status of the individual concerned.

Taxation of Annuities in General

Section 72 of the Code governs taxation of annuities in general. There are no income taxes on increases in the value of a Contract until a distribution occurs, in the form of a full surrender, a partial surrender, an assignment or gift of the Contract, or annuity payments. A trust or other entity owning a Non-Qualified Contract other than as an agent for an individual is taxed differently; increases in the value of a Contract are taxed yearly whether or not a distribution occurs.

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Surrenders, Death Benefit Payments, Assignments and Gifts. If you fully surrender your Contract, the portion of the surrender payment that exceeds your cost basis in the Contract is subject to tax as ordinary income. For Non-Qualified Contracts, the cost basis is generally the amount of the purchase payments made for the Contract. For Qualified Contracts, the cost basis is generally zero and the taxable portion of the surrender payment is generally taxed as ordinary income. A Designated Beneficiary receiving a lump sum death benefit payment after your death or the death of the Annuitant is similarly taxed on the portion of the amount that exceeds your cost basis in the Contract. If the Designated Beneficiary elects to receive annuity payments that begin within one year of the decedent's death, different tax rules apply. See "Annuity Payments" below. For Non-Qualified Contracts, the tax treatment applicable to Designated Beneficiaries may be contrasted with the income-tax-free treatment applicable to persons inheriting and then selling mutual fund shares with a date-of-death value in excess of their basis.

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Partial surrenders received under Non-Qualified Contracts prior to annuitization are first included in gross income to the extent Contract Value exceeds purchase payments. Then, to the extent the Contract Value does not exceed purchase payments, such surrenders are treated as a non-taxable return of principal to you. For partial surrenders under a Qualified Contract, payments are treated first as a non-taxable return of principal up to the cost basis and then are taxed as ordinary income. Since the cost basis of Qualified Contracts is generally zero, partial surrender amounts will generally be fully taxed as ordinary income.

If you assign or pledge a Non-Qualified Contract, you will be treated as if you had received the amount assigned or pledged. You will be subject to taxation under the rules applicable to surrenders. If you give away your Contract to anyone other than your spouse, you are treated for income tax purposes as if you had fully surrendered the Contract.

A special computational rule applies if we issue to you, during any calendar year, two or more Contracts or one or more Contracts and one or more of our other annuity contracts. Under this rule, the amount of any distribution includable in your gross income is determined under Section 72(e) of the Code. All of the contracts will be treated as one contract. We believe that this means the amount of any distribution under any one Contract will be includable in gross income to the extent that at the time of distribution the sum of the values for all the Contracts exceeds the cost bases for all the contracts.

Annuity Payments. We determine the non-taxable portion of each variable annuity payment by dividing the cost basis of your values allocated to Variable Account Value by the total number of expected payments. We determine the non-taxable portion of each fixed annuity payment with an "exclusion ratio" formula which establishes the ratio that the cost basis of your values allocated to Fixed Account Value bears to the total expected value of annuity payments for the term of the annuity. The remaining portion of each payment is taxable. Such taxable portion is taxed at ordinary income rates. For Qualified Contracts, the cost basis is generally zero. With annuity payments based on life contingencies, the payments will become fully taxable once the payee lives longer than the life expectancy used to calculate the non-taxable portion of the prior payments. Because variable annuity payments can increase over time and because certain payment options provide for a lump sum right of commutation, it is possible that the IRS could determine that variable annuity payments should not be taxed as described above but instead should be taxed as if they were received under an agreement to pay interest. This determination would result in a higher amount (up to 100%) of certain payments being taxable.

With respect to the "level monthly" payment option available under Option 1, pursuant to which each annual payment is placed in our general account and paid out with interest in twelve equal monthly payments, it is possible the IRS could determine that receipt of the first monthly payout of each annual payment is constructive receipt of the entire annual payment. Thus, the total taxable amount for each annual payment would be accelerated to the time of the first monthly payout and reported in the tax year in which the first monthly payout is received.

Penalty Tax. Payments received by you, Annuitants, and Designated Beneficiaries under Contracts may be subject to both ordinary income taxes and a penalty tax equal to 10% of the amount received that is includable in income. The penalty tax is not imposed on amounts received:

o after the taxpayer attains age 59-1/2;

o in a series of substantially equal payments made for life or life expectancy;

o after the death of the Certificate Owner (or, where the Certificate Owner is not a natural person, after the death of the Annuitant);

o if the taxpayer becomes totally and permanently disabled; or

o under a Non-Qualified Contract's annuity payment option that provides for a series of substantially equal payments, provided that only one purchase payment is made to the Contract, that the Contract is not issued as a result of a Section 1035 exchange, and that the first annuity payment begins in the first Contract Year.

Income Tax Withholding. We are required to withhold federal income taxes on taxable amounts paid under Contracts unless the recipient elects not to have withholding apply. We will notify recipients of their right to elect not to have withholding apply. See "Tax-Sheltered Annuities" (TSAs) for an alternative type of withholding that may apply to distributions from TSAs that are eligible for rollover to another TSA or an individual retirement annuity or account (IRA).

Section 1035 Exchanges. You may purchase a Non-Qualified Contract with proceeds from the surrender of an existing annuity contract. Such a transaction may qualify as a tax-free exchange pursuant to Section 1035 of the Code. It is our understanding that in such an event:

o	the new Contract will be subject to the distribution-at-death rules described in "Death Provisions for Non-Qualified Contracts"
o	purchase payments made between August 14, 1982 and January 18, 1985 and the income allocable to them will, following an exchange, no longer be covered by a "grandfathered" exception to the penalty tax for a distribution of income that is allocable to an investment made over ten years prior to the distribution; and
o	purchase payments made before August 14, 1982 and the income allocable to them will, following an exchange, continue to receive the following "grandfathered" tax treatment under prior law:
	(i)	the penalty tax does not apply to any distribution;
	(ii)	partial surrenders are treated first as a non-taxable return of principal and then a taxable return of income; and
	(iii)	assignments are not treated as surrenders subject to taxation.

We base our understanding of the above principally on legislative reports prepared by the Staff of the Congressional Joint Committee on Taxation.

Diversification Standards. The U.S. Secretary of the Treasury has issued regulations that set standards for diversification of the investments underlying variable annuity contracts (other than pension plan contracts). The Eligible Funds intend to meet the diversification requirements for the Contract, as those requirements may change from time to time. If the diversification requirements are not satisfied, the Contract will not be treated as an annuity contract. As a consequence, income earned on a Contract would be taxable to you in the year in which diversification requirements were not satisfied, including previously non-taxable income earned in prior years. As a further consequence, we would be subjected to federal income taxes on assets in the Variable Account.

The Secretary of the Treasury announced in September 1986 that he expects to issue regulations which will prescribe the circumstances in which your control of the investments of a segregated asset account may cause you, rather than us, to be treated as the owner of the assets of the account. The regulations could impose requirements that are not reflected in the Contract. We, however, have reserved certain rights to alter the Contract and investment alternatives so as to comply with such regulations. Since no regulations have been issued, there can be no assurance as to the content of such regulations or even whether application of the regulations will be prospective. For these reasons, you are urged to consult with your tax adviser.

Qualified Plans

The Contract is designed for use with several types of Qualified Plans. The tax rules applicable to participants in such Qualified Plans vary according to the type of plan and the terms and conditions of the plan itself. Therefore, we do not attempt to provide more than general information about the use of the Contract with the various types of Qualified Plans. Participants under such Qualified Plans as well as Contract Owners, Annuitants, and Designated Beneficiaries are cautioned that the rights of any person to any benefits under such Qualified Plans may be subject to the terms and conditions of the plans themselves regardless of the terms and conditions of the Contract issued in connection therewith. Following are brief descriptions of the various types of Qualified Plans and of the use of the Contract in connection with them. Purchasers of the Contract should seek competent advice concerning the terms and conditions of the particular Qualified Plan and use of the Contract with that Plan.

Tax-Sheltered Annuities

Section 403(b) of the Code permits public school employees and employees of certain types of charitable, educational and scientific organizations specified in Section 501(c)(3) of the Code to purchase annuity contracts and, subject to certain contribution limitations, exclude the amount of purchase payments from gross income for tax purposes. However, such purchase payments may be subject to Social Security (FICA) taxes. This type of annuity contract is commonly referred to as a "Tax-Sheltered Annuity" (TSA).

Section 403(b)(11) of the Code contains distribution restrictions. Specifically, benefits may be paid, through surrender of the Contract or otherwise, only:

o when the employee attains age 59-1/2, separates from service, dies or becomes totally and permanently disabled (within the meaning of Section 72(m)(7) of the Code) or

o in the case of hardship. A hardship distribution must be of employee contributions only and not of any income attributable to such contributions.

Section 403(b)(11) does not apply to distributions attributable to assets held as of December 31, 1988. Thus, it appears that the law's restrictions would apply only to distributions attributable to contributions made after 1988, to earnings on those contributions, and to earnings on amounts held as of December 31, 1988. The Internal Revenue Service has indicated that the distribution restrictions of Section 403(b)(11) are not applicable when TSA funds are being transferred tax-free directly to another TSA issuer, provided the transferred funds continue to be subject to the Section 403(b)(11) distribution restrictions.

If you have requested a distribution from a Contract, we will notify you if all or part of such distribution is eligible for rollover to another TSA or to an individual retirement annuity or account (IRA). Any amount eligible for rollover treatment will be subject to mandatory federal income tax withholding at a 20% rate unless you direct us in writing to transfer the amount as a direct rollover to another TSA or IRA.

Individual Retirement Annuities

Section 408(b) and 408(A) of the Code permit eligible individuals to contribute to an individual retirement program known as an "Individual Retirement Annuity"and "Roth IRA" respectively. These individual retirement annuities are subject to limitations on the amount which may be contributed, the persons who may be eligible, and on the time when distributions may commence. In addition, distributions from certain types of Qualified Plans may be placed on a tax-deferred basis into a Section 408(b) Individual Retirement Annuity.

Corporate Pension and Profit-Sharing Plans

Sections 401(a) and 403(a) of the Code permit corporate employers to establish various types of retirement plans for employees. Such retirement plans may permit the purchase of the Contract to provide benefits under the plans.

Deferred Compensation Plans With Respect to Service for State and Local Governments

Section 457 of the Code, while not actually providing for a Qualified Plan as that term is normally used, provides for certain deferred compensation plans that enjoy special income tax treatment with respect to service for tax-exempt organizations, state governments, local governments, and agencies and instrumentalities of such governments. The Contract can be used with such plans. Under such plans, a participant may specify the form of investment in which his or her participation will be made. However, all such investments are owned by and subject to the claims of general creditors of the sponsoring employer.

Texas Optional Retirement Program

If we are an approved carrier under the Texas Optional Retirement Program ("ORP"), any Contract issued to an ORP participant will contain an ORP endorsement that will amend the Contract in two ways. First, if for any reason a second year of ORP participation is not begun, the total amount of the State of Texas' first-year contribution will be returned to the appropriate institution of higher education upon its request. Second, no benefits will be payable, through surrender of the Contract or otherwise, unless the participant dies, retires, or terminates employment in all Texas institutions of higher education. The value of the Contract may, however, be transferred to other contracts or carriers during the period of ORP participation.

VARIABLE ACCOUNT VOTING RIGHTS

In accordance with our view of present applicable law, we will vote the shares of the Eligible Funds held in the Variable Account at regular and special meetings of the shareholders of the Eligible Funds in accordance with instructions received from persons having the voting interest in the Variable Account. We will vote shares for which we have not received instructions in the same proportion as we vote shares for which we have received instructions.

However, if the Investment Company Act of 1940 or any regulation thereunder should be amended or if the present interpretation should change, and as a result we determine that we are permitted to vote the shares of the Eligible Funds in our own right, we may elect to do so.

You have the voting interest under a Contract prior to the Income Date. The number of shares held in each Sub-account which are attributable to you is determined by dividing your Variable Account Value in each Sub-account by the net asset value of the applicable share of the Eligible Fund. The payee has the voting interest after the Income Date under an annuity payment option. The number of shares held in the Variable Account which are attributable to each payee is determined by dividing the reserve for the annuity payments by the net asset value of one share. During the annuity payment period, the votes attributable to a payee decrease as the reserves underlying the payments decrease.

We will determine the number of shares in which a person has a voting interest as of the date established by the respective Eligible Fund for determining shareholders eligible to vote at the meeting of the Fund. We will solicit voting instructions in writing prior to such meeting in accordance with the procedures established by the Eligible Fund.

Each person having the voting interest in the Variable Account will receive periodic reports relating to the Eligible Fund(s) in which he or she has an interest, proxy material and a form with which to give such voting instructions.

DISTRIBUTION OF THE CONTRACT

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Keyport Financial Services Corp. ("KFSC"), our indirect subsidiary, serves as the principal underwriter for the Contract described in this prospectus. Salespersons who represent us as variable annuity agents will sell the Contracts. Such salespersons are also registered representatives of broker/dealers who have entered into selling agreements with KFSC. KFSC is registered under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers, Inc. It is located at 125 High Street, Boston, Massachusetts 02110.

A dealer selling the Contract can receive up to 6% of purchase payments with additional compensation later based on the Contract Value of those payments. During certain time periods Keyport and KFSC select, the percentage may increase to 6.25%.

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Different Contracts are sold to persons who are officers, directors, or employees of ours, trustees or officers of SteinRoe Trust or Liberty Trust, employees of the investment adviser or sub-investment adviser of either Trust, or employees of a company that is under contract with either Trust to provide management or administrative services or to any Qualified Plan established for such persons. Such Contracts are different from the Contracts sold to others in that they are not subject to a contract maintenance charge, asset-based sales charge or the contingent deferred sales charge and they have a mortality and expense risk charge of 0.35% per year.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Variable Account or the principal underwriter are a party. We are engaged in various kinds of routine litigation which, in our judgment, are not of material importance in relation to our total capital and surplus.

INQUIRIES BY CONTRACT OWNERS

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You may write us with questions about your Contract to Keyport Life Insurance Company, Client Service Department, 125 High Street, Boston, MA 02110, or call (800) 367-3653.

TABLE OF CONTENTS-STATEMENT OF ADDITIONAL INFORMATION

	Page
Keyport Life Insurance Company	2
Variable Annuity Benefits	2
Variable Annuity Payment Values	2
Re-Allocating Sub-Account Payments	4
Principal Underwriter	4
Safekeeping of Assets	4
Experts	4
Investment Performance	4
Average Annual Total Return for a Contract that is Surrendered and
for a Contract that Continues	6
Change in Accumulation Unit Value	8
Yields for SRMMF Sub-Account	9
Financial Statements	10
KMA Variable Account	11
Keyport Life Insurance Company	29

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APPENDIX A

THE FIXED ACCOUNT (ALSO KNOWN AS THE GUARANTEED RATE ACCOUNT)

Introduction

This Appendix describes the Fixed Account option available under the Contract. The Fixed Account is not available under either the Contract (form number FLEX(4)V) that is issued to New Jersey residents or the Contract (form number FLEX(4)/WA) that is issued to Washington residents.

Any purchase payments you allocate to the Fixed Account option become part of our general account. Because of applicable exemptive and exclusionary provisions in the securities laws, our general account, including the Fixed Account, are not subject to regulation under the Securities Act of 1933 or Investment Company Act of 1940. The Securities and Exchange Commission has not reviewed the disclosure in the prospectus relating to the general account and the Fixed Account option.

Investments in the Fixed Account and Capital Protection Plus

We will allocate purchase payments to the Fixed Account according to your selection in the application. Your selection must specify the percentage of the purchase payment you want to allocate to each Guarantee Period of the Fixed Account. The percentage, if not zero, must be at least 10%. You may change the allocation percentages without any charges. You must make allocation changes in writing unless you have authorized us in writing to accept telephone allocation instructions. By authorizing us to accept telephone changes, you agree to the conditions and procedures we establish from time to time. The current conditions and procedures are in Appendix C. We will notify you in advance of any changes.

Each Guarantee Period currently offered is available for initial and subsequent purchase payments and for transfers of Contract Value.

We currently offer Guarantee Periods of 1, 3, 5, and 7 years. We may change at any time the number and/or length of Guarantee Periods we offer. If we no longer offer a particular Guarantee Period, the existing Fixed Account Value in that Guarantee Period will remain until the end of that period. At that time you must select a different Guarantee Period.

We offer a capital protection plus program. Under this program, we allocate part of the purchase payment to the Guarantee Period you select. Based on the length of the period and the period's interest rate, we determine how much of your purchase payment must be allocated to the Guarantee Period so that, at the end of the Guarantee Period, the allocated amount plus interest will be equal to your total purchase payment. We will allocate the rest of your purchase payment to the Sub-account(s) of the Variable Account based on your allocation instructions.

For example, assume you select the 7-year Guarantee Period and we receive your purchase payment of $10,000 when the interest rate for the Guarantee Period is 6.75% per year. We will allocate $6,331 to that Guarantee Period, because $6,331 will increase, at the interest rate of 6.75%, to $10,000 after 7 years. The remaining $3,669 of the payment will be allocated to the Sub-account(s) you select.

If you surrender or transfer any part of the Fixed Account Value before the end of the Guarantee Period, the value at the end of that Period will not equal the original purchase payment amount.

Fixed Account Value

The Fixed Account Value at any time is equal to:

o all purchase payments allocated to the Fixed Account plus the interest credited on those payments; plus

o any Variable Account Value transferred to the Fixed Account plus the interest credited on the transferred value; less

o any prior partial surrenders from the Fixed Account, including any changes; less

o any Fixed Account Value transferred to the Variable Account.

Interest Credits

We credit interest daily. The interest we credit is based on an annual compound interest rate. It is credited to purchase payments allocated to the Fixed Account at rates declared by us for Guarantee Periods of one or more years from the month and day of allocation. Each Guarantee Period will have a basic interest rate and a maturity interest rate. During the Guarantee Period, we will credit interest at the Basic Rate. At the end of the Guarantee Period, we will credit an additional interest amount so that the original allocation amount remaining at that time will have earned interest at the maturity rate for the entire Guarantee Period. For certain post-death surrenders occurring before the end of the Guarantee Period (see the last paragraph of this section), we will credit an additional interest amount so that the original allocation amount remaining at the time of surrender will have earned interest at the maturity rate through the time of surrender.

Under this method of crediting interest (unless the post-death surrender exception applies):

o the maturity rate will be credited only on amounts held for the entire Guarantee Period; and

o if you or a Designated Beneficiary surrenders or transfers any part of an allocated amount before the end of a Guarantee Period, only the Basic Rate will be credited on that part.

Any basic and maturity interest rates we set will be at least 3.5% per year.

Our method of crediting interest means that Fixed Account Value might be subject to different rates for each Guarantee Period you have selected in the Fixed Account. For purposes of this section, we treat Variable Account Value transferred to the Fixed Account and Fixed Account Value renewed for or transferred to another Guarantee Period as a purchase payment allocation.

With certain deaths, "Death Provisions for Non-Qualified Contracts" and "Death Provisions for Qualified Contracts" provide that the Designated Beneficiary may surrender the Contract within 90 days of the date of death for the Contract Value. In the event such a surrender occurs before the end of the Guarantee Period, we will immediately credit an additional interest amount so that the original allocation amount remaining at that time will have earned interest at the maturity rate throughout the Guarantee Period. For a surrender after 90 days, no additional interest amount will be credited.

Transfers when Guarantee Periods End

The total accumulated amount at the end of a Guarantee Period will be transferred to the new Guarantee Period(s) and/or Sub-account(s) of the Variable Account that you have selected in writing. If you have not made a selection, we will automatically transfer the total accumulated amount at the end of the Guarantee Period to the SRMMF Sub-account. If the Guarantee Period selected exceeds the time remaining to the Income Date but does not exceed the time remaining to the latest Income Date allowable under the Contract, the Income Date will automatically change to the latest allowable date, which allows the selected Guarantee Period to go into effect. You may not select a Guarantee Period that would end after the Income Date.

Transfers of Fixed Account Value

You may transfer Fixed Account Value from one of your Guarantee Periods to another or to one or more Sub-accounts of the Variable Account. If the Fixed Account Value represents multiple Guarantee Periods, your transfer request must specify from which values you want the transfer made.

The Contract allows us to limit the number of transfers you may make in a specified time period. Currently, we generally limit Variable Account and Fixed Account transfers to 12 transfers per calendar year with a $500,000 per transfer dollar limit. See "Limits on Transfers". These limitations will not apply to any transfer made at the end of a Guarantee Period. We will notify you prior to any change in the current limitations.

You must request transfers in writing unless you have authorized us in writing to accept telephone transfer instructions from you or from a person acting on your behalf as an attorney-in-fact under a power of attorney. By authorizing us to accept telephone transfer instructions, you agree to the conditions and procedures we establish from time to time. The current conditions and procedures are in Appendix C. If you have authorized telephone transfers, you will be notified in advance, of any changes. A person acting on your behalf as an attorney-in-fact under a power of attorney may request transfers in writing.

If we receive your transfer requests before 4:00 P.M. Eastern time, which is the close of trading on the New York Stock Exchange, we will execute them at the close of business that day. Any requests we receive later, we will execute at the close of the next business day.

We will deduct the amount of the transfer from the specified values in the manner stated in the next section below.

If you transfer 100% of a Guarantee Period's value and your current allocation for purchase payments includes that Guarantee Period, we will automatically change the allocation formula for future purchase payments unless you instruct otherwise. For example, if the allocation formula is 50% to the one-year Guarantee Period and 50% to Sub-account A and you transfer all Fixed Account Value to Sub-account A, we will change the allocation formula to 100% to Sub-account A.

Reductions of Guarantee Period Values After a Transfer or Surrender

You must specify in your transfer request from which Guarantee Period's values the transfer is to be made. A partial surrender request may, at your option, specify the Guarantee Period. The specified amount will be deducted from both the allocated purchase amount and its associated interest in the proportion that each bear to their total sum. For example, if $600 is to be deducted from a $800 payment that was allocated for a three-year Guarantee Period and the interest earned up to the date of transfer is $200 (for a total value of $1,000), $480 will be deducted from the payment allocation [($800/$1,000) x $600] and $120 will be deducted from the interest [($200/$1,000) x $600]. The $400 remaining after the transfer or surrender would thus represent $320 of payment allocation and $80 of interest. This $320, if it remains until the end of the Guarantee Period, would receive the Maturity Interest Rate credit described in "Interest Credits".

If a partial surrender request does not specify any Guarantee Period, the ordering rule in "Surrenders" may result in a certain amount of Fixed Account Value being automatically deducted. Any amount determined under that rule will be deducted from each Guarantee Period's values in the proportion that each bears to the total Fixed Account Value. For example, if $500 is to be deducted from two Guarantee Periods' values of $4,000 and $1,000, $400 will be deducted from the first Guarantee Period's values [($4,000/$5,000) x $500] and $100 will be deducted from the second [($1,000/$5,000) x $500]. Each of these amounts (the $400 and the $100 in the example) will then be deducted from the allocated purchase amount and its associated interest in the manner stated in the preceding paragraph.

The above rules automatically determine the amount of the allocated purchase payment and its associated interest that still remains after any transfer or surrender. The rules do not, however, determine in any way the amount of contingent deferred sales charge that may be due since that charge is based on different rules and different records.

Fixed Annuity Payment Values

We determine the dollar amount of each fixed annuity payment by deducting any applicable premium taxes not previously deducted and then dividing the remaining Fixed Account Value by $1,000 and multiplying the result by the greater of:

o the applicable factor shown in the appropriate table in the Contract; or

o the factor we currently offer at the time annuity payments begin. This current factor may be based on the sex of the payee unless to do so would be prohibited by law.

APPENDIX B

PRIOR CONTRACTS OF THE VARIABLE ACCOUNT

Persons who purchased the variable annuity contracts identified below before May 1, 1992 may continue to make purchase payments under those contracts subject to the terms and conditions of those contracts and this Appendix. All contracts are subject to the transfer limitations and procedures described in "Transfer of Variable Account Value". Persons who purchased non-qualified contracts between April 9, 1981 and September 25, 1981 are not permitted to make any additional purchase payments under those contracts. Such non-qualified contracts are not included in number 4 below.

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1. KEYFLEX Contracts (Form #FLEX(4)). The current Eligible Funds are those listed on Page 15. LVF, SRGUF, CIFG, CUSGIF, CSIF and NTF were added effective 7/1/93, 7/1/93, 5/2/94, 7/5/94, 7/5/94 and 5/1/95, respectively. Accumulation unit values are shown on Page 10. The dollar cost averaging program for use with the SRMMF Sub-account or the One-Year Guarantee Period of the Fixed Account is available (see "Dollar Cost Averaging" on Page 17).

2. KEYFLEX Contracts (Form #FLEX-I). The current Eligible Funds are those listed on Page 15. LVF, SRGUF, CIFG, CUSGIF, CSIF and NTF were added effective 7/1/93, 7/1/93, 5/2/94, 7/5/94, 7/5/94 and 5/1/95, respectively. SRMMF, LFSF, SRBF, SRGSF and SRSCGF were substituted on 1/1/89 for, respectively, the former eligible mutual funds: Cash Income Trust; Mortgage Securities Income Trust; Managed Assets Trust; Managed Growth Stock Trust; and Aggressive Stock Trust. Accumulation unit values are shown on Page 37-38.

3. FLEX 2 Contracts (Form #FLEX-II). The current Eligible Funds are those listed on Page 15. LVF, SRGUF, CIFG, CUSGIF, CSIF and NTF were added effective 7/1/93, 7/1/93, 5/2/94, 7/5/94, 7/5/94 and 5/1/95, respectively. SRMMF, LFSF, SRBF, SRGSF and SRSCGF were substituted on 1/1/89 for, respectively, the former eligible mutual funds: Cash Income Trust; Mortgage Securities Income Trust; Managed Assets Trust; Managed Growth Stock Trust; and Aggressive Stock Trust. Accumulation unit values are shown on Page 39-40.

4. All K-100 and KeySource Contracts (Form #VA-1-81) Other than those Identified in Numbers 5 and 6 below. The current Eligible Funds are those listed on Page 15. LVF, SRGUF, CIFG, CUSGIF, CSIF and NTF were added effective 7/1/93, 7/1/93, 5/2/94, 7/5/94, 7/5/94 and 5/1/95, respectively. SRMMF, SRMMF, SRBF, and SRSCGF were substituted on 1/1/89 for, respectively, the former eligible mutual funds: Cash Income Trust; Money Market/Options Investments, Inc.; Managed Assets Trust; and Aggressive Stock Trust. Accumulation unit values are shown on Pages 41-42.

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5. K-100 Qualified Contracts (Form #VA-1-81) Issued Before May 1, 1986 Pursuant to Section 457 of the Internal Revenue Code. The current Eligible Mutual Funds are: Evergreen Money Market Fund - A, Evergreen Diversified Bond Fund - A, Evergreen High Income Bond Fund - A, Evergreen Strategic Income Fund - A, Evergreen Blue Chip Fund - A and Evergreen Small Company Growth Fund - A. On January 23, 1998, the fund names for High Income Bond Fund (B-4), Keystone Liquid Trust, Growth and Income Fund (S-1), Mid-Cap Growth Fund (S-3) and Small Company Growth (S-4) were changed to Evergreen High Income Bond Fund - A, Evergreen Money Market - A, Evergreen Blue Chip - A, Evergreen Strategic Growth Fund - A and Evergreen Small Company Growth Fund - A, respectively. In addition, the fund names for Diversified Bond Fund (B-2) and Qualified Bond Fund (B-1) were changed to Evergreen Diversified Bond Fund - A. Accumulation unit values are shown on Pages 43-44. As of July 1997, Evergreen Money Market Fund - A (formerly named Keystone Liquid Trust) and Evergreen Strategic Growth Fund - A (formerly named Mid-Cap Growth Fund and Keystone Custodian Fund, Series S-3) were no longer eligible funds available for investment.

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6. All Other K-100 Qualified Contracts (Form #VA-1-81) Issued Before September 25, 1981. The current Eligible Funds are those listed on Page 15. LVF, SRGUF, CIFG, CUSGIF, CSIF and NTF were added effective 7/1/93, 7/1/93, 5/2/94, 7/5/94, 7/5/94 and 5/1/95, respectively. SRMMF, SRMMF, SRGSF, SRSVF and SRSVF were substituted on 1/1/89 for, respectively, the former eligible mutual funds: Keystone Liquid Trust; Money Market/Options Investments, Inc.; and Growth and Income Fund, Mid-Cap Growth Fund, and Small Company Growth Fund (formerly named Keystone Custodian Fund, Series S-1, S-3, and S-4, respectively). Accumulation unit values for 1991-2000 are shown on Pages 41-42.

ACCUMULATION UNIT VALUES FOR CONTRACTS DESCRIBED IN NUMBER TWO

		Accumulation	Accumulation	Number of
		Unit Value	Unit Value	Accumulation
		Beginning	End	Units End
Sub-Account		of Year*	of Year	of Year	Year
Stein Roe Money Market		$18.640	$19.521	141,415	2000
Fund		18.009	18.640	132,079	1999
		17.348	18.009	100,397	1998
		16.704	17.348	128,486	1997
		16.108	16.704	177,787	1996
		15.443	16.108	204,597	1995
		15.062	15.443	475,023	1994
		14.849	15.062	514,598	1993
		14.530	14.849	582,150	1992
		13.906	14.530	907,810	1991
Colonial U.S. Growth &		26.551	27.170	15,895	2000
Income Fund		24.003	26.551	16,300	1999
		20.227	24.003	43,556	1998
		15.488	20.227	47,700	1997
		12.871	15.488	57,589	1996
		10.048	12.871	73,706	1995
		10.000 (8/11/94)	10.048	5,259	1994
Liberty Federal		20.932	22.934	79,196	2000
Securities Fund		20.972	20.932	97,510	1999
		19.882	20.972	116,120	1998
		18.460	19.882	138,209	1997
		17.853	18.460	164,783	1996
		15.617	17.853	189,804	1995
		16.065	15.617	233,588	1994
		15.307	16.065	299,033	1993
		14.627	15.307	381,266	1992
		12.936	14.627	443,240	1991
Liberty Value Fund		22.356	25.708	31,207	2000
		21.445	22.356	43,295	1999
		19.537	21.445	63,550	1998
		15.338	19.537	79,459	1997
		13.184	15.338	68,918	1996
		10.258	13.184	57,955	1995
		10.464	10.258	66,152	1994
		10.000 (7/22/93)	10.464	20,759	1993
Stein Roe Balanced Fund		49.592	48.453	290,003	2000
		44.584	49.592	328,200	1999
		40.111	44.584	406,222	1998
		34.765	40.111	498,914	1997
		30.445	34.765	595,783	1996
		24.566	30.445	714,638	1995
		25.692	24.566	861,315	1994
		23.802	25.692	1,055,478	1993
		22.412	23.802	1,241,344	1992
		17.737	22.412	1,462,279	1991
Stein Roe Global		22.860	19.600	8,761	2000
Utilities Fund		17.994	22.860	8,986	1999
		15.396	17.994	17,624	1998
		12.107	15.396	13,807	1997
		11.508	12.107	20,126	1996
		8.621	11.508	27,533	1995
		9.727	8.621	31,506	1994
		10.000 (7/21/93)	9.727	52,776	1993
Colonial Strategic		14.314	14.146	178,389	2000
Income Fund		14.239	14.314	203,097	1999
		13.597	14.239	278,009	1998
		12.606	13.597	331,692	1997
		11.633	12.606	392,216	1996
		10.000 (1/19/95)	11.633	486,417	1995
	Available in 1994 but no accumulation units were purchased.
Colonial International		15.046	12.116	58,685	2000
Fund for Growth		10.836	15.046	76,755	1999
		9.712	10.836	67,742	1998
		10.114	9.712	17,002	1997
		9.747	10.114	38,348	1996
		9.323	9.747	34,733	1995
		10.000 (5/3/94)	9.323	24,303	1994
Stein Roe Growth Stock		65.177	56.640	136,270	2000
Fund		48.190	65.177	153,771	1999
		38.146	48.190	185,449	1998
		29.198	38.146	223,973	1997
		24.378	29.198	231,419	1996
		17.919	24.378	239,514	1995
		19.374	17.919	294,345	1994
		18.687	19.374	327,760	1993
		17.744	18.687	377,851	1992
		12.137	17.744	346,524	1991
Stein Roe Small		49.363	46.120	107,818	2000
Company Growth Fund		33.749	49.363	127,345	1999
		41.320	33.749	182,408	1998
		38.805	41.320	218,638	1997
		30.953	38.805	270,844	1996
		28.043	30.953	285,923	1995
		28.059	28.043	301,017	1994
		20.939	28.059	316,873	1993
		18.519	20.939	404,666	1992
		13.662	18.519	424,426	1991
Newport Tiger Fund		11.734	9.778	7,776	2000
		7.071	11.734	10,041	1999
		7.652	7.071	7,872	1998
		11.252	7.652	3,797	1997
		10.242	11.252	23,324	1996
		10.000 (6/8/95)	10.242	4,861	1995

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*The date after each $10.00 value is when Keyport first purchased mutual fund shares for that Sub-Account of the Variable Account.

Accumulation unit values are rounded to the nearest tenth of a cent and numbers of accumulation units are rounded to the nearest whole number.

The full financial statements for the Variable Account and Keyport are in the Statement of Additional Information.

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ACCUMULATION UNIT VALUES FOR CONTRACTS DESCRIBED IN NUMBER THREE

					Accumulation		Accumulation		Number of
					Unit Value		Unit Value		Accumulation
					Beginning		End		Units End
Sub-Account					of Year*		of Year		of Year	Year
Stein Roe Money Market					$ 18.223		$19.066		784	2000
Fund					17.624		18.223		1,226	1999
					16.994		17.624		2,008	1998
					16.379		16.994		11,719	1997
					15.810		16.379		12,242	1996
					15.173		15.810		16,359	1995
					14.813		15.173		25,550	1994
					14.617		14.813		16,027	1993
					14.317		14.617		28,411	1992
					13.717		14.317		43,912	1991
Colonial U.S. Growth &					24.790		25.343		0	2000
Income Fund					22.433		24.790		17	1999
					18.923		22.433		0	1998
					14.503		18.923		688	1997
					12.065		14.503		689	1996
					10.000 (3/7/95)		12.065		1,642	1995
			Available in 1994 but no accumulation units were purchased
Liberty Federal						20.767		22.731	12,512	2000
Securities Fund						20.827		20.767	14,462	1999
						19.764		20.827	14,578	1998
						18.369		19.764	15,069	1997
						17.783		18.369	15,996	1996
						15.571		17.783	16,594	1995
						16.033		15.571	21,047	1994
						15.292		16.033	23,129	1993
						14.627		15.292	18,834	1992
						12.949		14.627	19,947	1991
Liberty Value Fund						11.755		13.504	1,128	2000
						11.287		11.755	1,162	1999
						10.293		11.287	1,814	1998
						10.000 (9/26/97)		10.293	687	1997
			Available in 1993, 1994, 1995 and 1996 but no accumulation units were purchased.
Stein Roe Balanced Fund						47.500		46.364	18,470	2000
						42.745		47.500	21,795	1999
						38.494		42.745	27,878	1998
						33.396		38.494	28,016	1997
						29.276		33.396	30,978	1996
						23.646		29.276	36,360	1995
						24.754		23.646	44,913	1994
						22.956		24.754	54,901	1993
						21.636		22.956	59,345	1992
						17.140		21.636	72,706	1991
Stein Roe Global Utilities Fund				Available in 1993, 1994, 1995, 1996, 1997, 1998, 1999, and 2000 but no accumulation units were purchased.
Colonial Strategic						13.769		13.594	12,879	2000
Income Fund						13.710		13.769	17,990	1999
						13.105		13.710	20,161	1998
						12.161		13.105	23,147	1997
						11.234		12.161	26,307	1996
						10.000 (3/14/95)		11.234	29,901	1995
		Available in 1994 but no accumulation units were purchased.
Colonial International						15.049		12.106	0	2000
Fund for Growth						10.849		15.049	24	1999
						9.733		10.849	58	1998
						10.146		9.733	58	1997
						9.788		10.146	537	1996
						9.371		9.788	540	1995
						10.000 (5/24/94)		9.371	599	1994
Stein Roe Growth Stock						59.486		51.643	4,644	2000
Fund						44.025		59.486	4,833	1999
						34.883		44.025	4,594	1998
						26.727		34.883	4,701	1997
						22.337		26.727	5,077	1996
						16.435		22.337	4,239	1995
						17.787		16.435	6,259	1994
						17.173		17.787	6,593	1993
						16.323		17.173	8,430	1992
						11.176		16.323	3,630	1991
Stein Roe Small						50.188		46.845	7,202	2000
Company Growth Fund						34.347		50.188	11,880	1999
						42.093		34.347	19,836	1998
						39.571		42.093	22,741	1997
						31.595		39.571	24,773	1996
						28.653		31.595	24,833	1995
						28.059		28.653	29,605	1994
						21.437		28.059	39,376	1993
						18.978		21.437	47,198	1992
						14.014		18.978	40,776	1991
Newport Tiger Fund						10.784		8.978	1,473	2000
						6.505		10.784	2,526	1999
						7.046		6.505	1,476	1998
						10.371		7.046	1,477	1997
						10.000 (2/5/96)		10.371	1,762	1996
	Available in 1995 but no accumulation units were purchased

</R>

*The date after each $10.00 value is when Keyport first purchased mutual fund shares for that Sub-account of the Variable Account.

Accumulation unit values are rounded to the nearest tenth of a cent and numbers of accumulation units are rounded to the nearest whole number.

The full financial statements for the Variable Account and Keyport are in the Statement of Additional Information.

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1991-2000 ACCUMULATION UNIT VALUES FOR CONTRACTS

DESCRIBED IN NUMBERS FOUR AND SIX

		Accumulation	Accumulation		Number of
		Unit Value	Unit Value		Accumulation
		Beginning	End		Units End
Sub-Account		of Year*	of Year		of Year	Year
Stein Roe Money Market		$ 26.368		$27.681	511,252	2000
Fund		25.413		26.368	554,809	1999
		24.421		25.413	639,325	1998
		23.457		24.421	743,550	1997
		22.563		23.457	885,248	1996
		21.580		22.563	930,979	1995
		20.996		21.580	1,184,102	1994
		20.648		20.996	1,384,339	1993
		20.155		20.648	1,697,243	1992
		19.243		20.155	2,138,976	1991
Colonial U.S. Growth &		26.502		27.188	42,302	2000
Income Fund		23.900		26.502	37,962	1999
		20.091		23.900	50,149	1998
		15.346		20.091	28,870	1997
		12.722		15.346	28,128	1996
		10.000 (1/13/95)		12.722	22,589	1995
	Available in 1994 but no accumulation units were purchased.
Liberty Federal		19.821		21.769	37,178	2000
Securities Fund		19.809		19.821	38,807	1999
		18.734		19.809	43,444	1998
		17.352		18.734	42,325	1997
		16.740		17.352	42,934	1996
		14.608		16.740	68,359	1995
		14.990		14.608	72,190	1994
		14.248		14.990	114,507	1993
		13.582		14.248	85,079	1992
		11.983		13.582	78,913	1991
Liberty Value Fund		22.426		25.852	12,554	2000
		21.460		22.426	14,459	1999
		19.503		21.460	22,165	1998
		15.274		19.503	13,889	1997
		13.097		15.274	16,326	1996
		10.165		13.097	13,781	1995
		10.344		10.165	10,136	1994
		10.000 (8/3/93)		10.344	8,415	1993
Stein Roe Balanced Fund		49.996		48.967	143,567	2000
		44.837		49.996	160,309	1999
		40.240		44.837	198,156	1998
		34.791		40.240	212,648	1997
		30.394		34.791	266,198	1996
		24.465		30.394	296,617	1995
		25.524		24.465	299,672	1994
		23.589		25.524	348,975	1993
		22.156		23.589	339,963	1992
		17.492		22.156	372,220	1991
Stein Roe Global		23.224		19.960	11,400	2000
Utilities Fund		18.235		23.224	10,234	1999
		15.564		18.235	9,953	1998
		12.209		15.564	9,597	1997
		11.577		12.209	13,770	1996
		8.651		11.577	24,359	1995
		9.737		8.651	18,049	1994
		10.000 (7/21/93)		9.737	23,195	1993
Colonial Strategic		14.047		13.916	273,383	2000
Income Fund		13.939		14.047	365,049	1999
		13.279		13.939	410,209	1998
		12.281		13.279	444,370	1997
		11.305		12.281	446,354	1996
		10.000 (2/28/95)		11.305	465,616	1995
	Available in 1994 but no accumulation units were purchased.
Colonial International		15.341		12.384	19,543	2000
Fund for Growth		11.022		15.341	16,797	1999
		9.855		11.022	18,039	1998
		10.238		9.855	20,489	1997
		9.842		10.238	21,566	1996
		9.390		9.842	27,992	1995
		10.000 (5/25/94)		9.390	44,610	1994
Stein Roe Growth Stock		151.502		131.978	72,118	2000
Fund		111.743		151.502	76,592	1999
		88.236		111.743	83,655	1998
		67.374		88.236	61,394	1997
		56.113		67.374	66,920	1996
		41.147		56.113	60,347	1995
		44.377		41.147	56,165	1994
		42.701		44.377	66,644	1993
		40.447		42.701	67,611	1992
		27.598		40.447	54,873	1991
Stein Roe Small Company		101.064		94.656	135,411	2000
Growth Fund		68.927		101.064	152,924	1999
		84.183		68.927	193,700	1998
		78.867		84.183	258,066	1997
		62.755		78.867	270,716	1996
		56.716		62.755	329,680	1995
		56.611		56.716	346,355	1994
		42.142		56.611	398,198	1993
		37.181		42.142	446,136	1992
		27.361		37.181	466,795	1991
Newport Tiger Fund		12.077		10.088	15,145	2000
		7.260		12.077	16,110	1999
		7.837		7.260	22,116	1998
		11.496		7.837	21,662	1997
		10.438		11.496	15,623	1996
		10.000 (5/24/95)		10.438	15,701	1995

</R>

*The date after each $10.00 value is when Keyport first purchased mutual fund shares for that Sub-account of the Variable Account.

Accumulation unit values are rounded to the nearest tenth of a cent and numbers of accumulation units are rounded to the nearest whole number.

The full financial statements for the Variable Account and Keyport are in the Statement of Additional Information.

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ACCUMULATION UNIT VALUES FOR QUALIFIED CONTRACTS DESCRIBED

IN NUMBER FIVE (1991-2000)

	Accumulation		Accumulation	Number of
	Unit Value		Unit Value	Accumulation
	Beginning		End	Units End
Sub-Account	of Year		of Year	of Year	Year
Evergreen Money Market	$24.441	$24.447		2,080	2000
Fund - A	24.345	24.441		2,088	1999
	24.432	24.345		2,840	1998
	23.930	24.432		0	1997
	23.122	23.930		18,450	1996
	22.238	23.122		21,828	1995
	21.718	22.238		21,067	1994
	21.483	21.718		24,968	1993
	21.102	21.483		27,163	1992
	20.269	21.102		58,684	1991
Evergreen Diversified	41.387	44.382		326	2000
Bond Fund - A	40.990	41.387		326	1999
	39.560	40.990		2,237	1998
	36.980	39.560		148	1997
	35.378	36.980		708	1996
	31.149	35.378		558	1995
	33.798	31.149		414	1994
	29.983	33.798		254	1993
	27.600	29.983		149	1992
	23.489	27.600		714	1991
Evergreen High Income	38.734	35.756		404	2000
Bond Fund - A	36.441	38.734		388	1999
	35.860	36.441		380	1998
	33.468	35.860		371	1997
	30.569	33.468		481	1996
	28.120	30.569		527	1995
	32.345	28.120		514	1994
	25.880	32.345		579	1993
	22.132	25.880		571	1992
	15.763	22.132		3,596	1991

</R>

(Accumulation unit values continue on the next page)

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ACCUMULATION UNIT VALUES FOR QUALIFIED CONTRACTS DESCRIBED

IN NUMBER FIVE (1991-2000) (CONTINUED)

	Accumulation	Accumulation	Number of
	Unit Value	Unit Value	Accumulation
	Beginning	End	Units End
Sub-Account	of Year	of Year	of Year	Year
Evergreen Strategic	$103.130	$102.858	0	2000
Income Fund - A	52.077	103.130	0	1999
	52.599	52.077	9	1998
	46.815	52.599	2,524	1997
	44.970	46.815	3,352	1996
	33.423	44.970	3,693	1995
	35.401	33.423	6,753	1994
	32.874	35.401	7,178	1993
	31.567	32.874	7,388	1992
	22.434	31.567	20,839	1991
Evergreen Blue Chip	92.209	80.605	982	2000
Fund - A	78.068	92.209	1,631	1999
	66.572	78.068	3,274	1998
	50.864	66.572	3,669	1997
	43.376	50.864	2,664	1996
	33.202	43.376	4,179	1995
	35.621	33.202	5,248	1994
	32.763	35.621	6,382	1993
	33.076	32.763	7,180	1992
	25.924	33.076	14,956	1991
Evergreen Small Company	68.897	60.578	1,720	2000
Growth Fund - A	39.622	68.897	2,346	1999
	47.822	39.622	5,448	1998
	41.893	47.822	6,529	1997
	42.685	41.893	10,123	1996
	32.263	42.685	9,696	1995
	32.527	32.263	12,813	1994
	26.208	32.527	13,929	1993
	24.094	26.208	16,338	1992
	14.071	24.094	53,908	1991

</R>

Accumulation unit values are rounded to the nearest tenth of a cent and numbers of accumulation units are rounded to the nearest whole number.

The full financial statements for the Variable Account and Keyport are in the Statement of Additional Information.

APPENDIX C

TELEPHONE INSTRUCTIONS

Telephone Transfers of Contract Values

1. If there are joint Contract Owners, both must authorize us to accept telephone instructions but either Owner can give us telephone instructions.

2. All callers must identify themselves. We reserve the right to refuse to act upon any telephone instructions in cases where the caller has not sufficiently identified himself/herself to our satisfaction.

3. Neither we nor any person acting on our behalf shall be subject to any claim, loss, liability, cost or expense if we or such person acted in good faith upon a telephone instruction, including one that is unauthorized or fraudulent. However, we will employ reasonable procedures to confirm that a telephone instruction is genuine and, if we do not, we may be liable for losses due to an unauthorized or fraudulent instruction. You thus bear the risk that an unauthorized or fraudulent instruction we execute may cause your Contract Value to be lower than it would be had we not executed the instruction.

4. We record all conversations with disclosure at the time of the call.

5. The application for the Contract may allow you to create a power of attorney by authorizing another person to give telephone instructions. Unless prohibited by state law, we will treat such power as durable in nature and it shall not be affected by your subsequent incapacity, disability or incompetency. Either we or the authorized person may cease to honor the power by sending written notice to you at your last known address. Neither we nor any person acting on our behalf shall be subject to liability for any act executed in good faith reliance upon a power of attorney.

6. Telephone authorization shall continue in force until:

o we receive your written revocation,

o we discontinue the privilege, or

o we receive written evidence that you have entered into a market timing or asset allocation agreement with an investment adviser or with a broker/dealer.

7. If we receive telephone transfer instructions at 800-367-3653 before the 4:00 P.M. Eastern Time close of trading on the New York Stock Exchange, they will be initiated that day based on the unit value prices calculated at the close of that day. We will initiate instructions we receive after the close of trading on the NYSE on the following business day.

8. Once we accept instructions, they may not be canceled.

9. You must make all transfers in accordance with the terms of the Contract and current prospectus. If your transfer instructions are not in good order, we will not execute the transfer and will notify the caller within 48 hours.

10. If you transfer 100% of any Sub-account's value and the allocation formula for purchase payments includes that Sub-account, then we will change the allocation formula for future purchase payments accordingly unless we receive telephone instructions to the contrary. For example, if the allocation formula is 50% to Sub-account A and 50% to Sub-account B and you transfer all of Sub-account A's value to Sub-account B, we will change the allocation formula to 100% to Sub-account B unless you instruct us otherwise.

Telephone Changes to Purchase Payment Allocation Percentages

Numbers 1-6 above are applicable.

APPENDIX D

DOLLAR COST AVERAGING

We offer a dollar cost averaging program that you may participate in. The program periodically transfers Accumulation Units from the SRMMF Sub-account or the One-Year Guarantee Period of the Fixed Account to other Sub-accounts you select. The program allows you to invest in non-"money market" Sub-accounts over time rather than having to invest in those Sub-accounts all at once.

The program is available for initial and subsequent purchase payments and for Contract Value transferred into the SRMMF Sub-account or One-Year Guarantee Period. Under the program, we make automatic transfers on a periodic basis out of the SRMMF Sub-account or the One-Year Guarantee Period into one or more of the other available Sub-accounts. We may limit the number of Sub-accounts you may choose but there are currently no limits. The automatic transfer program does not guarantee a profit nor does it protect against loss in declining markets. The One-Year Guarantee Period option of the program is not available under Contracts issued to New Jersey and Washington residents.

You must specify in writing the SRMMF Sub-account or One-Year Guarantee Period from which the transfers are to be made, the monthly amount to be transferred and the Sub-account(s) to which the transfers are to be made. The minimum amount to be transferred is $150. The first transfer will occur at the close of the Valuation Period that includes the 30th day after the receipt of your request. Each succeeding transfer will occur one month later. If the 30th day after the receipt date is April 8, the second transfer will occur at the close of the Valuation Period that includes May 8. When the remaining value is less than the monthly transfer amount, that remaining value will be transferred and the program will end. Before this final transfer, you may extend the program by allocating additional purchase payments to the SRMMF Sub-account or One-Year Guarantee Period or by transferring Contract Value to the SRMMF Sub-account or One-Year Guarantee Period. You may, in writing or by telephone, change the monthly amount to be transferred, change the Sub-account(s) to which the transfers are to be made, or end the program. The program will automatically end if the Income Date occurs. We reserve the right to end the program at any time by sending you a notice one month in advance.

We must receive your written or telephone instructions by 5:00 P.M. Eastern Time of the business day preceding the next scheduled transfer in order for them to be in effect for that transfer. Telephone instructions are subject to the conditions and procedures we establish from time to time. The current conditions and procedures appear below and you will be notified, in advance, of any changes.

1. If there are joint Contract Owners, either Owner can give us telephone transfer instructions.

2. All callers will be required to identify themselves. We reserve the right to refuse to act upon any telephone instructions in cases where the caller has not sufficiently identified himself/herself to our satisfaction.

3. Neither we nor any person acting on our behalf shall be subject to any claim, loss, liability, cost or expense if it or such person acted in good faith upon a telephone instruction, including one that is unauthorized or fraudulent; however, we will employ reasonable procedures to confirm that a telephone instruction is genuine and, if we do not, we may be liable for losses due to an unauthorized or fraudulent instruction. You bear the risk that an unauthorized or fraudulent instruction that is executed may cause the Contract Value to be lower than it would be had no instruction been executed.

4. All conversations will be recorded with disclosure at the time of the call.

5. Telephone authorization shall continue in force until:

o we receive your written revocation,

o we discontinue the privilege, or

o we receive written evidence that you have entered into a market timing or asset allocation agreement with an investment adviser or with a broker/dealer.

6. We must receive your telephone instructions at 800-367-3653 before 5:00 P.M. Eastern Time of the business day preceding the next scheduled transfer in order for them to be in effect for that transfer.

7. Once we accept instructions, they may not be canceled. New telephone instructions may be given on the following business day.

8. All instructions must be made in accordance with the terms of the Contract and current prospectus. If the instructions are not in good order, we will not execute them and will notify the caller within 48 hours.

<R>

</R>

Distributed by:

Keyport Financial Services Corp.

125 High Street, Boston, MA 02110-2712

Issued by:

Keyport Life Insurance Company

125 High Street, Boston, MA 02110-2712

<R>

KAVP 5/2001

</R>

Yes.	I would like to receive the Keyport Preferred Advisor Variable Annuity Statement of Additional Information.
Yes.	I would like to receive the SteinRoe Variable Investment Trust Statement of Additional Information.
Yes.	I would like to receive the Liberty Variable Investment Trust Statement of Additional Information.

Name

Address

City, State Zip

BUSINESS REPLY MAIL

FIRST CLASS MAIL PERMIT NO. 6719 BOSTON, MA

POSTAGE WILL BE PAID BY ADDRESSEE

KEYPORT LIFE INSURANCE CO

125 HIGH STREET

BOSTON, MA 02110-9773

NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES.

PART B

STATEMENT OF ADDITIONAL INFORMATION

INDIVIDUAL FLEXIBLE PURCHASE PAYMENT

DEFERRED VARIABLE ANNUITY CONTRACT

ISSUED BY

KMA VARIABLE ACCOUNT

AND

KEYPORT LIFE INSURANCE COMPANY ("Keyport")

<R>

This Statement of Additional Information is not a prospectus but it relates to, and should be read in conjunction with, the variable annuity prospectus dated May 1, 2001. The prospectus is available, at no charge, by writing Keyport at 125 High Street, Boston, MA 02110 or by calling (800) 437-4466.

</R>

TABLE OF CONTENTS

<R>

	Page
Keyport Life Insurance Company	2
Variable Annuity Benefits	2
Variable Annuity Payment Values	2
Re-Allocating Sub-Account Payments	3
Principal Underwriter	4
Safekeeping of Assets	4
Experts	4
Investment Performance	4
Average Annual Total Return for a Contract that is
Surrendered and for a Contract that Continues	6
Change in Accumulation Unit Value	7
Yields for SRMMF Sub-Account	9
Financial Statements	10
KMA Variable Account	11
Keyport Life Insurance Company	29

The date of this statement of additional information is May 1, 2001

KMA2001.SAI

</R>

KEYPORT LIFE INSURANCE COMPANY

<R>

Liberty Mutual Insurance Company ("Liberty Mutual"), a multi-line insurance and financial services institution, is the ultimate corporate parent of Keyport. Liberty Mutual ultimately controls Keyport through the following intervening holding company subsidiaries: Liberty Mutual Equity Corporation, LFC Holdings Inc., Liberty Corporate Holdings, Inc., LFC Management Corporation and Liberty Financial Companies, Inc. ("LFC"). Liberty Mutual, as of December 31, 2000, owned, indirectly, at least 71% of the combined voting power of the outstanding voting stock of LFC (with the balance being publicly held). For additional information about Keyport, see page 14 of the prospectus.

</R>

VARIABLE ANNUITY BENEFITS

Variable Annuity Payment Values

For each variable payment option, the total dollar amount of each periodic payment will be equal to: (a) the sum of all Sub-account payments; less (b) the pro-rata amount of the annual Contract Maintenance Charge.

The first payment for each Sub-Account will be determined by deducting any applicable Contract Maintenance Charge and any applicable state premium taxes and then dividing the remaining value of that Sub-Account by $1,000 and multiplying the result by the greater of: (a) the applicable factor from the Contract's annuity table for the particular payment option; or (b) the factor currently offered by Keyport at the time annuity payments begin. This current factor may be based on the sex of the payee unless to do so would be prohibited by law.

The number of Annuity Units for each Sub-Account will be determined by dividing such first payment by the Sub-Account Annuity Unit value for the Valuation Period that includes the date of the first payment. The number of Annuity Units remains fixed for the annuity payment period. Each Sub-Account payment after the first one will be determined by multiplying (a) by (b), where: (a) is the number of Sub-Account Annuity Units; and (b) is the Sub-Account Annuity Unit value for the Valuation Period that includes the date of the particular payment.

Variable annuity payments will fluctuate in accordance with the investment results of the underlying Eligible Funds. In order to determine how these fluctuations affect annuity payments, Keyport uses an Annuity Unit value. Each Sub-Account has its own Annuity Units and value per Unit. The Unit value applicable during any Valuation Period is determined at the end of such period.

When Keyport first purchased the Eligible Fund shares of SteinRoe Variable Investment Trust and Liberty Variable Investment Trust on behalf of the Variable Account, Keyport valued each Annuity Unit for each Sub-Account at $10. The Unit value for each Sub-Account in any Valuation Period thereafter is determined by multiplying the value for the prior period by a net investment factor (See "Net Investment Factor" in the prospectus). This factor may be greater or less than 1.0; therefore, the Annuity Unit may increase or decrease from Valuation Period to Valuation Period. For each assumed annual investment rate (AIR), Keyport calculates a net investment factor for each Sub-Account by dividing (a) by (b), where:

(a)	is equal to the net investment factor defined on page 21 of the prospectus without any deduction for the sales charge defined in (c)(ii) on that page; and
<R>
(b)	is the assumed investment factor for the current Valuation Period. The assumed investment factor adjusts for the interest assumed in determining the first variable annuity payment. Such factor for any Valuation Period shall be the accumulated value, at the end of such period, of $1.00 deposited at the beginning of such period at the assumed annual investment rate (AIR). The AIR for Annuity Units based on the Contract's annuity tables is 6% per year (3% per year for Florida contracts and 5% per year for Oregon contracts.) An AIR of 3% per year is also currently available upon Written Request.

</R>

With a particular AIR, payments after the first one will increase or decrease from month to month based on whether the actual annualized investment return of the selected Sub-Account(s) (after deducting the Mortality and Expense Risk Charge) is better or worse than the assumed AIR percentage. If a given amount of Sub-Account value is applied to a particular payment option, the initial payment will be smaller if a 3% AIR is selected instead of a 6% AIR but, all other things being equal, the subsequent 3% AIR payments have the potential for increasing in amount by a larger percentage and for decreasing in amount by a smaller percentage. For example, consider what would happen if the actual annualized investment return (see the first sentence of this paragraph) is 9%, 6%, 3%, or 0% between the time of the first and second payments. With an actual 9% return, the 3% AIR and 6% AIR payments would both increase in amount but the 3% AIR payment would increase by a larger percentage. With an actual 6% return, the 3% AIR payment would increase in amount while the 6% AIR payment would stay the same. With an actual return of 3%, the 3% AIR payment would stay the same while the 6% AIR payment would decrease in amount. Finally, with an actual return of 0%, the 3% AIR and 6% AIR payments would both decrease in amount but the 3% AIR payment would decrease by a smaller percentage. Note that the changes in payment amounts described above are on a percentage basis and thus do not illustrate when, if ever, the 3% AIR payment amount might become larger than the 6% AIR payment amount. Note though that if Option 1 (Income for a Fixed Number of Years) is selected and payments continue for the entire period, the 3% AIR payment amount will start out being smaller than the 6% AIR payment amount but eventually the 3% AIR payment amount will become larger than the 6% AIR payment amount.

Re-Allocating Sub-Account Payments

Re-Allocating Sub-Account Payments

The number of Annuity Units for each Sub-Account under any variable annuity option will remain fixed during the entire annuity payment period unless the payee makes a written request for a change. Any change requested must be at least six months after a prior selection. The payee's request must specify the percentage of the annuity payment that is to be based on the investment performance of each Sub-Account. The percentage for each Sub-Account, if not zero, must be at least 10% and must be a whole number. At the end of the Valuation Period during which Keyport receives the request, Keyport will: (a) value the Annuity Units for each Sub-Account to create a total annuity value; (b) apply the new percentages the payee has selected to this total value; and (c) recompute the number of Annuity Units for each Sub-Account. This new number of units will remain fixed for the remainder of the payment period unless the payee requests another change.

PRINCIPAL UNDERWRITER

The Contract, which is offered continuously, is distributed by Keyport Financial Services Corp. ("KFSC"), a wholly-owned subsidiary of Keyport. During the fiscal years ended December 31, 1999, 1998 and 1997, Keyport paid KFSC underwriting commissions for the Contract of $0.00, $0.00, and $0.00, respectively.

<R>

SAFEKEEPING OF ASSETS

Keyport acts as custodian for, and is responsible for the safekeeping of, the assets of the Variable Account. Keyport has responsibility for providing all administration of the Certificates and the Variable Account. This administration includes, but is not limited to, preparation of the Contracts and Certificates, maintenance of Certificates Owners' records, and all accounting, valuation, regulatory and reporting requirements.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated financial statements at December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, and the financial statements of the Variable Account at December 31, 2000 and for each of the two years in the period ended December 31, 2000, as set forth in their report. We've included our financial statements in the statement of additional information and elsewhere in the registration statement in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing. Their principal office is located at 200 Clarendon Street, Boston, Massachusetts.

</R>

INVESTMENT PERFORMANCE

The Variable Account may from time to time quote performance information concerning its various Sub-Accounts. A Sub-Account's performance may also be compared to the performance of sub-accounts used with variable annuities offered by other insurance companies. This comparative information may be expressed as a ranking prepared by Financial Planning Resources, Inc. of Miami, FL (The VARDS Report) or by Morningstar, Inc. of Chicago, IL (Morningstar's Variable Annuity Performance Report), which are independent services that compare the performance of variable annuity sub-accounts. The rankings are done on the basis of changes in accumulation unit values over time and do not take into account any charges (such as sales charges or administrative charges) that are deducted directly from contract values.

Ibbotson Associates of Chicago, IL provides historical returns from 1926 on capital markets in the United States. The Variable Account may quote the performance of its Sub-Accounts in conjunction with the long-term performance of capital markets in order to illustrate general long-term risk versus reward investment scenarios. Capital markets tracked by Ibbotson Associates include common stocks, small company stocks, long-term corporate bonds, long-term government bonds, U.S. Treasury Bills, and the U.S. inflation rate. Historical total returns are determined by Ibbotson Associates for: Common Stocks, represented by the Standard and Poor's Composite Stock Price Index (an unmanaged weighted index of 90 stocks prior to March 1957 and 500 stocks thereafter of industrial, transportation, utility and financial companies widely regarded by investors as representative of the stock market); Small Company Stocks, represented by the fifth capitalization quintile (i.e., the ninth and tenth deciles) of stocks on the New York Stock Exchange for 1926-1981 and by the performance of the Dimensional Fund Advisors Small Company 9/10 (for ninth and tenth deciles) Fund thereafter; Long Term Corporate Bonds, represented beginning in 1969 by the Salomon Brothers Long-Term High-Grade Corporate Bond Index, which is an unmanaged index of nearly all Aaa and Aa rated bonds, represented for 1946-1968 by backdating the Salomon Brothers Index using Salomon Brothers' monthly yield data with a methodology similar to that used by Salomon Brothers in computing its Index, and represented for 1925-1945 through the use of the Standard and Poor's monthly High-Grade Corporate Composite yield data, assuming a 4% coupon and a 20-year maturity. Long-Term Government Bonds, measured each year using a portfolio containing one U.S. government bond with a term of approximately twenty years and a reasonably current coupon; U.S. Treasury Bills, measured by rolling over each month a one-bill portfolio containing, at the beginning of each month, the shortest-term bill having not less than one month to maturity; Inflation, measured by the Consumer Price Index for all Urban Consumers, not seasonably adjusted, since January, 1978 and by the Consumer Price Index before then. The stock capital markets may be contrasted with the corporate bond and U.S. government securities capital markets. Unlike an investment in stock, an investment in a bond that is held to maturity provides a fixed rate of return. Bonds have a senior priority to common stocks in the event the issuer is liquidated and interest on bonds is generally paid by the issuer before it makes any distributions to common stock owners. Bonds rated in the two highest rating categories are considered high quality and present minimal risk of default. An additional advantage of investing in U.S. government bonds and Treasury bills is that they are backed by the full faith and credit of the U.S. government and thus have virtually no risk of default. Although government securities fluctuate in price, they are highly liquid.

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The tables below provide performance results for each Sub-Account through December 31, 2000. The results shown in this section are not an estimate or guarantee of future investment performance, and do not represent the actual experience of amounts invested by a particular Contract Owner. Moreover, the performance information for four of the Sub-Accounts (SRMSF, SRBF, SRGSF and SRSVF) reflects the investment experience of the Eligible Funds previously available under the Variable Account. The Funds of the SteinRoe Trust replaced these other mutual funds as the Eligible Funds beginning January 1, 1989. These other funds had a different investment adviser (Keystone Custodian Funds, Inc.) than the SteinRoe Trust (Stein Roe & Farnham, Incorporated). See Appendix B of the prospectus. The performance information for the same four Sub-Accounts also reflects historical asset-based charges for the period before May 1, 1989 that are at a lower level than the current asset-based charges.

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Average Annual Total Return for a Contract that is Surrendered and for a Contract that Continues

The first section of the following table was calculated using the method prescribed by the Securities and Exchange Commission. It illustrates each Sub-Account's average annual total return over the periods shown assuming a single $1,000 initial purchase payment and the surrender of the contract at the end of each period. The Sub-Account's average annual total return is the annual rate that would be necessary to achieve the ending value of an investment kept in the Sub-Account for the period specified.

Each calculation assumes that the $1,000 initial purchase payment was allocated to only one Sub-Account and no transfers or additional purchase payments were made. The rate of return reflects all charges assessed against a Contract and the Sub-Account except for any premium taxes that may be payable. The charges reflected are: a Contingent Deferred Sales Charge that applies when the hypothetical Contract is surrendered; the annual 1.25% Mortality and Expense Risk Charge; for any period on or after May 1, 1989, the annual 0.15% sales charge; and, on an allocated basis, the Contract's Contract Maintenance Charge that is deducted at the end of each year and upon surrender. The Contingent Deferred Sales Charge used in the calculations for a particular Sub-Account is equal to the percentage charge in effect at the end of the period multiplied by: the assumed $1,000 payment less any amount of that payment that is free of Contingent Deferred Sales Charge under the Contract's surrender provisions. The percentage charge declines from 7% to 1% over 7 years by 1% per year. The Contract Maintenance Charge used in the calculations for a particular Sub-Account is equal to a dollar and time-weighted average for that Sub-Account based on a yearly charge of $30 for the portion of the period shown that is before 7/1/94 and $36 for any later portion of that period. A particular Sub-Account's prorated portion is then equated to a $1,000 basis by multiplying it by a fraction equal to $1,000 divided by the average Contract Value in that Sub-Account during the period shown.

The second section of the table was calculated in the same manner as the first except no Contingent Deferred Sales Charge was deducted since it is assumed the Contract continues through the end of each period.

If the current charges under the Contracts had been in effect during the period before May 1, 1989, any total return percentage that includes a period before May 1, 1989 would be lower than the percentage shown since current Accumulation Unit values reflect additional asset-based charges of .15% (i.e., total asset-based charges of 1.40% rather than 1.25%).

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Average Annual Total Return for a

Contract Surrendered on 12/31/00

Hypothetical $1,000 Purchase Payment*

Length of Investment Period

	One	Three	Five	Ten	Since Contract
Sub-Account	Year	Years	Years	Years	Inception Shown
LFSF	3.40%	3.46%	4.63%	5.73%	5.20%(10/27/86)
SRBF	-8.30%	5.13%	9.28%	10.40%	7.15%(05/14/85)
SRGSF	-18.44%	12.86%	17.97%	16.48%	12.97%(05/26/87)
SRSCGF	-12.31%	2.29%	7.83%	12.77%	8.25%(05/16/85)
SRGUF	-19.53%	7.04%	10.80%	N/A	9.29%(07/01/93)
CGIF	8.83%	8.27%	13.87%	N/A	13.21%(07/01/93)
LVFG	-24.42%	6.30%	3.94%	N/A	2.63%(05/03/94)
CUSGIF	-3.82%	9.04%	15.71%	N/A	17.00%(07/05/94)
CSIF	-7.24%	-0.17%	3.47%	N/A	5.32%(07/13/94)
NTF	-21.79%	7.18%	-1.49%	N/A	1.10%(05/01/95)

* See footnote 1 on page 7 of the prospectus for the expense reimbursement percentages applicable to the Funds of the SteinRoe Trust. See footnote 2 on page 7 of the prospectus for the expense reimbursement applicable to the Liberty Trust Funds. The return percentages shown would be lower without this expense reimbursement.

Average Annual Total Return for a

Contract Still in force on 12/31/00

Hypothetical $1,000 Purchase Payment*

Length of Investment Period

	One	Three	Five	Ten	Since Contract
Sub-Account	Year	Years	Years	Years	Inception Shown
LFSF	9.40%	4.72%	4.98%	5.73%	5.20%(10/27/86)
SRBF	-2.44%	6.34%	9.57%	10.41%	7.16%(05/14/85)
SRGSF	-13.23%	13.91%	18.19%	16.48%	12.97%(05/26/87)
SRSCGF	-6.71%	3.58%	8.14%	12.77%	8.26%(05/16/85)
SRGUF	-14.39%	8.22%	11.07%	N/A	9.29%(07/01/93)
LVIF	14.83%	9.42%	14.12%	N/A	13.21%(07/01/93)
CIFG	-19.59%	7.49%	4.29%	N/A	2.77%(05/03/94)
CUSGIF	2.18%	10.17%	15.94%	N/A	17.07%(07/05/94)
CSIF	-1.32%	1.18%	3.83%	N/A	5.44%(07/13/94)
NTF	-16.80%	8.35%	-1.07%	N/A	1.44%(05/01/95)

* See footnote 1 on page 7 of the prospectus for the expense reimbursement percentages applicable to the Funds of the SteinRoe Trust. See footnote 2 on page 7 of the prospectus for the expense reimbursement applicable to the Liberty Trust Funds. The return percentages shown would be lower without this expense reimbursement.

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Change in Accumulation Unit Value

The following performance information illustrates the average annual change and the actual annual change in Accumulation Unit values for each Sub-Account and is computed differently than the standardized average annual total return information.

A Sub-Account's average annual change in Accumulation Unit values is the annualized rate at which the value of a Unit changes over the time period illustrated. A Sub-Account's actual annual change in Accumulation Unit values is the rate at which the value of a Unit changes over each 12-month period illustrated. These rates of change in Accumulation Unit values reflect the Contract's annual 1.25% Mortality and Expense Risk Charge and for any period on or after May 1, 1989, the annual .15% sales charge. They do not reflect deductions for any Contingent Deferred Sales Charge, Contract Maintenance Charge, and premium taxes. The rates of change would be lower if these charges were included.

If the current charges under the Contract had been in effect during the period before May 1, 1989, any change percentage that includes a period before May 1, 1989 would be lower than the percentage shown since current Accumulation Unit values reflect additional asset-based charges of .15% (i.e., total asset-based charges of 1.40% rather than 1.25%).

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	Average Annual Change
	In Accumulation Unit	12-Month Period Change
	Value From Contract	in Accumulation Unit Value**
Sub-	Inception Shown
Account	through 12/31/00**	1991	1992	1993	1994
LFSF	5.20%(10/27/86)	12.90%	4.49%	4.79%	-2.93%
SRBF	7.16%(05/14/85)	26.17%	6.04%	7.78%	-4.52%
SRGSF	12.97%(05/26/87)	45.98%	5.16%	3.52%	-7.64%
SRSCGF	8.26%(05/16/85)	35.36%	12.90%	33.80%	-0.21%
SRGUF	9.29%(07/01/93)	N/A	N/A	-2.38%*	-11.51%
LVIF	13.21%(07/01/93)	N/A	N/A	4.28%*	-2.12%
CIFG	2.77%(05/03/94)	N/A	N/A	N/A	-6.86%*
CUSGIF	17.06%(07/05/94)	N/A	N/A	N/A	3.69%*
CSIF	5.46%(07/13/94)	N/A	N/A	N/A	0.14%*
NTF	1.44%(05/01/95)	N/A	N/A	N/A	N/A

12-Month Period Change in Accumulation Unit Value**

Sub-Account	1995	1996	1997	1998	1999	2000
LFSF	14.15%	3.24%	7.54%	5.32%	-0.34%	9.40%
SRBF	23.75%	14.02%	15.21%	10.99%	11.07%	-2.44%
SRGSF	35.84%	19.59%	30.45%	26.14%	35.05%	-13.23%
SRSCGF	10.21%	25.18%	6.32%	-18.45%	46.05%	-6.71%
SRGUF	33.29%	5.05%	26.98%	16.70%	26.86%	14.39%
LVIF	28.34%	16.16%	27.19%	9.60%	4.09%	14.83%
CIFG	4.39%	3.61%	-4.12%	11.40%	38.64%	-19.59%
CUSGIF	27.91%	20.14%	30.41%	18.49%	10.45%	2.18%
CSIF	16.67%	8.20%	7.70%	4.56%	0.38%	-1.32%
NTF	14.45%*	9.70%	-32.09%	-7.73%	65.70%	-16.80%

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* Percentage of change is for less than 12 months; it is for the period from the inception date shown in the second column to the end of the year.

** Expense reimbursement was applicable to SRMSF beginning January 1, 1989 to the extent expenses, including management fees, exceeded 1.00% of average annual assets. See footnote 1 on page 7 of the prospectus for the expense reimbursement percentages applicable to SRMSF and the other Funds of the SteinRoe Trust beginning May 1, 1993. See footnote 2 on page 7 of the prospectus for the expense reimbursement applicable to the Liberty Trust Funds beginning July 1, 1993; CSIF was at 1.00% before May 1, 1995 when it decreased to .80%. The return percentages shown would be lower without this expense reimbursement.

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Yields for SRMMF Sub-Account

Yield and effective yield percentages for the SRMMF Sub-Account are calculated using the method prescribed by the Securities and Exchange Commission. Both yields reflect the deduction of the annual 1.40% asset-based Contract charges. Both yields also reflect, on an allocated basis, the Contract's annual $36 Contract Maintenance Charge. Both yields do not reflect Contingent Deferred Sales Charges and premium taxes. The yields would be lower if these charges were included. The following are the standardized formulas:

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Yield equals:   (A - B - 1) x  365

                   C           7

Effective Yield Equals:   (A - B)^365/7 - 1

                             C

Where:

A	=	the Accumulation Unit value at the end of the 7-day period.
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B	=	hypothetical Contract Maintenance Charge for the 7-day period. The assumed annual SRMMF charge is equal to the $36 Contract charge multiplied by a fraction equal to the average number of Contracts with SRMMF Sub-Account value during the 7-day period divided by the average total number of Contracts during the 7-day period. This annual amount is converted to a 7-day charge by multiplying it by 7/365. It is then equated to an Accumulation Unit size basis by multiplying it by a fraction equal to the average value of one SRMMF Accumulation Unit during the 7-day period divided by the average Contract Value in SRMMF Sub-Account during the 7-day period.
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C	=	the Accumulation Unit value at the beginning of the 7-day period.

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The yield formula assumes that the weekly net income generated by an investment in the SRMMF Sub-Account will continue over an entire year. The effective yield formula also annualizes seven days of net income but it assumes that the net income is reinvested over the year. This compounding effect causes effective yield to be higher than the yield.

For the 7-day period ended 12/31/00 the yield for the SRMMF Sub-Account was 4.50% and the effective yield was 4.60%.

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FINANCIAL STATEMENTS

The financial statements of the Variable Account and Keyport Life Insurance Company are included in the statement of additional information. The consolidated financial statements of Keyport Life Insurance Company are provided as relevant to its ability to meet its financial obligations under the Contracts and should not be considered as bearing on the investment performance of the assets held in the Variable Account.

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Report of Independent Auditors

To the Board of Directors of Keyport Life Insurance Company

and Contract Owners of KMA Variable Account

We have audited the accompanying statement of assets and liabilities of Keyport Life Insurance Company - KMA Variable Account (comprising, respectively, the Evergreen Money Market Fund - A, Evergreen Diversified Bond Fund - A, Evergreen High Income Bond Fund - A, Evergreen Blue Chip Fund - A, Evergreen Small Company Growth Fund - A, Liberty Value Fund VS (A), SteinRoe Global Utilities Fund VS (A), Colonial International Fund for Growth VS (A), Colonial Strategic Income Fund VS (A), Colonial U.S. Growth & Income Fund VS (A), Newport Tiger Fund VS (A), SteinRoe Money Market Fund VS (A), SteinRoe Small Company Growth Fund VS (A), SteinRoe Balanced Fund VS (A), SteinRoe Mortgage Securities Fund VS (A), SteinRoe Growth Stock Fund VS (A)) as of December 31, 2000, and the related statement of operations and changes in net assets for each of the two years in the period then ended. These financial statements are the responsibility of Keyport Life Insurance Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Keyport Life Insurance Company - KMA Variable Account at December 31, 2000 and the results of its operations and changes in net assets for the years ended December 31, 2000 and 1999, respectively, in conformity with accounting principles generally accepted in the United States.

March 23, 2001

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Statement of Assets and Liabilities

December 31, 2000

Assets
Investments at market value:
Keystone Custodian Funds
Evergreen Money Market Fund - A - 78,666 shares (cost $78,666)	$	78,666
Evergreen Diversified Bond Fund - A - 1,691 shares (cost $26,324)		24,691
Evergreen High Income Bond Fund - A - 4,322 shares (cost $26,211)		14,436
Evergreen Blue Chip Fund - A - 3,549 shares (cost $65,199)		104,966
Evergreen Small Company Growth Fund - A - 46,490 shares (cost $274,685)		241,746
Liberty Variable Investment Trust
Liberty Value Fund VS (A) - 4,324,215 shares (cost $47,821,714)		65,338,895
SteinRoe Global Utilities Fund VS (A) - 2,574,377 shares (cost $27,020,333)		34,161,980
Colonial International Fund for Growth VS (A) - 6,106,591 shares (cost $12,034,359)		11,785,721
Colonial Strategic Income Fund VS (A) - 3,235,718 shares (cost $34,809,151)		30,480,464
Colonial U.S. Growth & Income Fund  VS (A) - 2,882,533 shares (cost $35,756,591)		52,663,885
Newport Tiger Fund VS (A) -  9,684,822 shares (cost $20,363,035)		21,209,761
SteinRoe Variable Investment Trust
SteinRoe Money Market Fund VS (A)  - 49,069,815 shares (cost $49,069,815)		49,069,815
SteinRoe Small Company Growth Fund  VS (A) - 4,449,295 shares (cost $71,222,712)		85,846,558
SteinRoe Balanced Fund  VS (A) - 10,046,855 shares (cost $123,502,341)		164,266,081
SteinRoe Mortgage Securities Fund VS (A)  -2,649,466 shares (cost $26,622,252)		28,534,748
SteinRoe Growth Stock Fund VS (A)  - 3,423,746 shares (cost $62,434,956)		152,870,242
	$	696,692,655
Total assets
Liabilities
Variable annuity contracts	$	654,402,583
Annuity reserves		30,415,395
Retained by Keyport Life Insurance Company		11,874,677
Total liabilities	$	696,692,655

See accompanying notes.

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Statement of Operations and Changes in Net Assets

For the Years Ended December 31, 2000 and 1999

		Evergreen Money				Evergreen Diversified
		Market Fund - A				Bond Fund - A
		2000		1999		2000		1999
Income
Dividends	$	798	$	890	$	1,602	$	2,212
Expenses
Mortality and expense risk
and administrative charges		734		872		247		413
Net investment income (expense)		64		18		1,355		1,799
Realized gain (loss)		-		-				3,019
Unrealized appreciation (depreciation)
during the period		-		-		297		(6,671)
Net increase (decrease) in net assets
from operations		64		18		1,652		(1,853)
Purchase payments from contract owners		-		-		-		-
Transfers between accounts		787		(133,570)		278		(6,357)
Contract terminations and annuity payouts				(14,447)		(278)		(15,803)
Other transfers (to) from Keyport Life
Insurance Company		-		-		-		-
Net increase (decrease) in net assets from
contract transactions		787		(148,017)		-		(22,160)
Net assets at beginning of year		77,815		225,814		23,039		47,052
Net assets at end of year	$	78,666	$	77,815	$	24,691	$	23,039

See accompanying notes.

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Statement of Operations and Changes in Net Assets

For the Years Ended December 31, 2000 and 1999

		Evergreen High				Evergreen Blue Chip
		Income Bond Fund - A				Fund - A
		2000		1999		2000		1999
Income
Dividends	$	1,357	$	1,307	$	7,598	$	-
Expenses
Mortality and expense risk
and administrative charges		160		164		1,339		2,185
Net investment income (expense)		1,197		1,143		6,259		(2,185)
Realized gain (loss)		-		-		31,714		37,913
Unrealized appreciation (depreciation)
during the period		(2,389)		(282)		(55,807)		(1,010)
Net increase (decrease) in net assets
from operations		(1,192)		861		(17,834)		34,718
Purchase payments from contract owners		594		315		-		-
Transfers between accounts				598		817		(223)
Contract terminations and annuity payouts		-		-		(57,946)		(110,757)
Other transfers (to) from Keyport Life
Insurance Company		-		-		-		-
Net increase (decrease) in net assets from
contract transactions		594		913		(57,129)		(110,980)
Net assets at beginning of year		15,034		13,260		179,929		256,191
Net assets at end of year	$	14,436	$	15,034	$	104,966	$	179,929

See accompanying notes.

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Statement of Operations and Changes in Net Assets

For the Years Ended December 31, 2000 and 1999

		Evergreen Strategic				Evergreen Small Company
		Growth Fund - A				Growth Fund - A
		2000		1999		2000		1999
Income
Dividends	$	-	$	-	$	95,316	$	-
Expenses
Mortality and expense risk
and administrative charges		-		-		3,122		3,436
Net investment income (expense)		-		-		92,194		(3,436)
Realized gain (loss)				469		8,519		(9,871)
Unrealized appreciation (depreciation)
during the period				(469)		(133,669)		174,655
Net increase (decrease) in net assets
from operations		-		-		(32,956)		161,348
Purchase payments from contract owners		-		-		595		3,120
Transfers between accounts		-		-		174		105,855
Contract terminations and annuity payouts		-		-		(44,196)		(186,794)
Other transfers (to) from Keyport Life
Insurance Company		-		-		-		-
Net increase (decrease) in net assets from
contract transactions		-		-		(43,427)		(77,819)
Net assets at beginning of year		-		-		318,129		234,600
Net assets at end of year	$	-	$	-	$	241,746	$	318,129

See accompanying notes.

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Statement of Operations and Changes in Net Assets

For the Years Ended December 31, 2000 and 1999

						SteinRoe Global
		Liberty Value Fund VS (A)*				Utilities Fund VS (A)
		2000		1999		2000		1999
Income
Dividends	$	997,066	$	17,906,412	$	3,696,809	$	1,588,716
Expenses
Mortality and expense risk
and administrative charges		952,637		1,209,224		673,657		723,516
Net investment income (expense)		44,429		16,697,188		3,023,152		865,200
Realized gain (loss)		323,221		1,054,982		4,999,598		2,246,486
Unrealized appreciation (depreciation)
during the period		8,102,999		(14,469,448)		(14,450,007)		8,709,875
Net increase (decrease) in net assets
from operations		8,470,649		3,282,722		(6,427,257)		11,821,561
Purchase payments from contract owners		225,753		647,225		141,614		262,738
Transfers between accounts		(2,664,508)		(3,421,534)		(886,059)		(952,735)
Contract terminations and annuity payouts		(15,373,751)		(14,021,101)		(12,260,241)		(8,060,243)
Other transfers (to) from Keyport Life
Insurance Company		-		33,182				7,001
Net increase (decrease) in net assets from
contract transactions		(17,812,506)		(16,762,228)		(13,004,686)		(8,743,239)
Net assets at beginning of year		74,680,752		88,160,258		53,593,923		50,515,601
Net assets at end of year	$	65,338,895	$	74,680,752	$	34,161,980	$	53,593,923

* Name change from Colonial Growth & Income effective June 1, 2000

See accompanying notes.

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Statement of Operations and Changes in Net Assets

For the Years Ended December 31, 2000 and 1999

		Colonial International				Colonial Strategic
		Fund for Growth VS (A)				Income Fund VS (A)
		2000		1999		2000		1999
Income
Dividends	$	1,805,610	$	124,524	$	2,999,637	$	3,409,451
Expenses
Mortality and expense risk
and administrative charges		202,757		212,205		519,354		700,463
Net investment income (expense)		1,602,853		(87,681)		2,480,283		2,708,988
Realized gain (loss)		554,913		195,606		(1,021,879)		(234,762)
Unrealized appreciation (depreciation)
during the period		(5,342,812)		4,860,684		(1,979,832)		(2,303,785)
Net increase (decrease) in net assets
from operations		(3,185,046)		4,968,609		(521,428)		170,441
Purchase payments from contract owners		58,439		102,528		162,037		340,784
Transfers between accounts		(237,893)		(313,518)		(2,449,559)		(2,192,024)
Contract terminations and annuity payouts		(2,179,983)		(2,899,057)		(11,477,736)		(9,319,213)
Other transfers (to) from Keyport Life
Insurance Company		-		295		-		-
Net increase (decrease) in net assets from
contract transactions		(2,359,437)		(3,109,752)		(13,765,258)		(11,170,453)
Net assets at beginning of year		17,330,204		15,471,347		44,767,150		55,767,162
Net assets at end of year	$	11,785,721	$	17,330,204	$	30,480,464	$	44,767,150

See accompanying notes.

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Statement of Operations and Changes in Net Assets

For the Years Ended December 31, 2000 and 1999

		Colonial U.S. Growth
		& Income Fund VS (A)				Newport Tiger Fund VS (A)
		2000		1999		2000		1999
Income
Dividends	$	6,192,076	$	3,715,475	$	192,622	$	182,569
Expenses
Mortality and expense risk
and administrative charges		837,950		1,031,561		180,587		165,098
Net investment income (expense)		5,354,126		2,683,914		12,035		17,471
Realized gain (loss)		1,773,081		1,486,193		43,464		(155,892)
Unrealized appreciation (depreciation)
during the period		(6,284,763)		2,794,001		(4,327,802)		11,600,874
Net increase (decrease) in net assets
from operations		842,444		6,964,108		(4,272,303)		11,462,453
Purchase payments from contract owners		259,805		600,816		68,207		75,162
Transfers between accounts		(3,611,969)		(3,013,290)		(955,713)		1,258,556
Contract terminations and annuity payouts		(11,817,495)		(13,032,623)		(2,618,524)		(1,758,028)
Other transfers (to) from Keyport Life
Insurance Company		-		6,424		-		-
Net increase (decrease) in net assets from
contract transactions		(15,169,659)		(15,438,673)		(3,506,030)		(424,310)
Net assets at beginning of year		66,991,100		75,465,665		28,988,094		17,949,951
Net assets at end of year	$	52,663,885	$	66,991,100	$	21,209,761	$	28,988,094

See accompanying notes.

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Statement of Operations and Changes in Net Assets

For the Years Ended December 31, 2000 and 1999

		SteinRoe				SteinRoe Small
		Money Market Fund VS (A)					Company Growth Fund VS (A)
		2000		1999			2000		1999
Income
Dividends	$	3,089,391	$	2,468,545	$		-	$	-
Expenses
Mortality and expense risk
and administrative charges		711,200		709,303			1,541,872		1,331,805
Net investment income (expense)		2,378,191		1,759,242			(1,541,872)		(1,331,805)
Realized gain (loss)		-		-			6,749,477		(2,855,394)
Unrealized appreciation (depreciation)
during the period		-		-			(9,452,995)		39,966,259
Net increase (decrease) in net assets
from operations		2,378,191		1,759,242			(4,245,390)		35,779,060
Purchase payments from contract owners		505,247		37,063			364,990		535,355
Transfers between accounts		15,903,244		35,808,467			(1,786,554)		(11,792,755)
Contract terminations and annuity payouts		(26,915,013)		(30,495,506)			(21,311,295)		(19,622,402)
Other transfers (to) from Keyport Life
Insurance Company		-		-			-		-
Net increase (decrease) in net assets from
contract transactions		(10,506,522)		5,350,024			(22,732,859)		(30,879,802)
Net assets at beginning of year		57,198,146		50,088,880			112,824,807		107,925,549
Net assets at end of year	$	49,069,815	$	57,198,146	$		85,846,558	$	112,824,807

See accompanying notes.

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Statement of Operations and Changes in Net Assets

For the Years Ended December 31, 2000 and 1999

						SteinRoe Mortgage
		SteinRoe Balanced Fund VS (A)					Securities Fund VS (A)
		2000		1999			2000		1999
Income
Dividends	$	14,915,340	$	19,616,286	$		2,030,622	$	2,199,460
Expenses
Mortality and expense risk
and administrative charges		2,760,607		3,408,859			450,349		579,578
Net investment income (expense)		12,154,733		16,207,427			1,580,273		1,619,882
Realized gain (loss)		8,784,255		3,836,128			(96,697)		(282,247)
Unrealized appreciation (depreciation)
during the period		(25,072,405)		3,820,716			1,202,789		(1,510,790)
Net increase (decrease) in net assets
from operations		(4,133,417)		23,864,271			2,686,365		(173,155)
Purchase payments from contract owners		807,200		970,957			89,535		232,748
Transfers between accounts		(7,129,420)		(6,084,043)			(1,434,711)		(889,811)
Contract terminations and annuity payouts		(47,254,605)		(52,187,637)			(8,210,815)		(7,850,359)
Other transfers (to) from Keyport Life
Insurance Company		-		-			-		-
Net increase (decrease) in net assets from
contract transactions		(53,576,825)		(57,300,723)			(9,555,991)		(8,507,422)
Net assets at beginning of year		221,976,323		255,412,775			35,404,374		44,084,951
Net assets at end of year	$	164,266,081	$	221,976,323	$		28,534,748	$	35,404,374

See accompanying notes.

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Statement of Operations and Changes in Net Assets

For the Years Ended December 31, 2000 and 1999

		SteinRoe
		Growth Stock Fund VS (A)				Total		Total
		2000		1999		2000			1999
Income
Dividends	$	27,808,714	$	5,346,819	$	63,834,558	$		56,562,666
Expenses
Mortality and expense risk
and administrative charges		2,790,504		2,635,612		11,627,076			12,714,294
Net investment income (expense)		25,018,210		2,711,207		52,207,482			43,848,372
Realized gain (loss)		2,464,166		4,535,408		24,613,832			9,858,038
Unrealized appreciation (depreciation)
during the period		(50,272,954)		48,929,275		(108,069,350)			102,563,884
Net increase (decrease) in net assets
from operations		(22,790,578)		56,175,890		(31,248,036)			156,270,294
Purchase payments from contract owners		987,043		987,574		3,671,059			4,796,385
Transfers between accounts		6,184,104		5,547,238		933,018			13,920,854
Contract terminations and annuity payouts		(36,440,134)		(33,226,141)		(195,962,012)			(192,800,111)
Other transfers (to) from Keyport Life
Insurance Company		-		-		-			46,902
Net increase (decrease) in net assets from
contract transactions		(29,268,987)		(26,691,329)		(191,357,935)			(174,035,970)
Net assets at beginning of year		204,929,807		175,445,246		919,298,626			937,064,302
Net assets at end of year	$	152,870,242	$	204,929,807	$	696,692,655	$		919,298,626

See accompanying notes.

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Notes to Financial Statements

December 31, 2000

1. Organization

KMA Variable Account (the "Variable Account") is a separate investment account established by Keyport Life Insurance Company (the "Company") to receive and invest premium payments under flexible purchase payment deferred and immediate variable annuity contracts issued by the Company. The Variable Account operates as a Unit Investment Trust under the Investment Company Act of 1940 and invests in eligible mutual funds.

With the exception of K-100 contractholders, there are currently two funding vehicles available to the Variable Account, the SteinRoe Variable Investment Trust ("SRVIT") and the Liberty Variable Investment Trust ("LVIT"). A third trust, Keystone Custodian Funds, is only available to existing K-100 contractholders. This contract series was issued prior to May 1, 1986. There are currently eleven available subaccounts within the Variable Account to which contract funds may be allocated.

On June 1, 1999, the fund names of SteinRoe Special Venture Fund and Colonial US Stock Fund were changed to SteinRoe Small Company Growth Fund and Colonial US Growth & Income Fund, respectively.

On June 1, 2000, the fund name of Colonial Growth & Income Fund was changed to Liberty Value Fund.

2. Significant Accounting Policies

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported therein. Although actual results could differ from these estimates, any such differences are expected to be immaterial to the Variable Account.

Shares of the SRVIT and LVIT funds are sold to the Variable Account at the reported net asset values. Transactions are recorded on the trade date. Income from dividends is recorded on the ex-dividend date. Realized gains and losses on sales of investments are computed on the basis of identified cost of the investments sold.

Annuity reserves are computed for contracts in the income stage according to the 1983a Individual Annuity Mortality Table. The assumed investment rate is either 3.0%, 4.0%, 5.0% or 6.0% unless the annuitant elects otherwise, in which case the rate may vary from 3.0% to 6.0%, as regulated by the laws of the respective states. The mortality risk is fully borne by the Company.

The net assets retained by the Company represent seed money shares invested in certain sub-accounts required to commence operations. The seed money is stated at market value (shares multiplied by net asset value per share).

The operations of the Variable Account are included in the federal income tax return of the Company, which is taxed as a Life Insurance Company under the provisions of the Internal Revenue Code. The Company does not anticipate any tax liability resulting from the operations of the Variable Account. Therefore, no provision for income taxes has been charged against the Variable Account.

If a policyholder's financial transaction is not executed on the appropriate investment date, a correcting buy or sell of shares is required by the Company to make the policyholder whole. The resulting risk of a gain or loss does not have any effect on the policyholder's account and is fully assumed by the Company. Amounts retained by the Company are invested in the Variable Account for this purpose.

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Notes to Financial Statements (continued)

3. Expenses

There are not any deductions made from purchase payments for sales charges at the time of purchase. In the event of a contract termination, a contingent deferred sales charge, based on a graded table of charges, is deducted. An annual contract maintenance charge to cover the cost of contract administration is deducted from each contractholder's account on the contract anniversary date. Daily deductions are made from each sub-account for assumption of mortality and expense risk. The effective annual rates as a percentage of contract value are as follow:

Keyport Flex I:	1.25%
Keyport Flex II:	1.35%
Keystone 100:	1.00%
Preferred Advisor:	1.25%; a daily sales charge is also deducted at an effective annual rate of 0.15% of contract value.
Preferred Advisor Employee:		0.35%

4. Affiliated Company Transactions

The Company provides administrative services necessary for the operation of the Variable Account. The Company has absorbed all organizational expenses including the fees of registering the Variable Account and its contracts for distribution under federal and state securities laws. Stein Roe & Farnham, Inc., an affiliate of the Company, is the investment advisor to the SRVIT. Liberty Advisory Services Corporation (LASC), a wholly owned subsidiary of the Company, is the investment advisor of LVIT. Colonial Management Associates, Inc., an affiliate of the Company, is the investment sub-advisor of LVIT. Keyport Financial Services Corp., a wholly owned subsidiary of LASC, is the principal underwriter of SRVIT and LVIT. The investment advisors' compensation is based upon the fair value of the mutual funds.

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Notes to Financial Statements (continued)

5. Unit Values

A summary of the accumulation unit values at December 31, 2000 and 1999 and the accumulation units and dollar value outstanding at December 31, 2000 are as follows:

		1999		2000
	UNIT		UNIT
	VALUE		VALUE		UNITS	DOLLARS
Evergreen Money Market Fund - A
K100 Qualified	$	24.4406	$	24.4468	2,079.9818	$	50,849
Evergreen Diversified Bond Fund - A
K100 Qualified		41.3871		44.3820	325.9770		14,468
Evergreen High Income Bond Fund - A
K100 Qualified		38.7341		35.7564	403.7439		14,436
Evergreen Blue Chip Fund - A
K100 Qualified		92.2091		80.6053	981.8050		79,139
Evergreen Small Company Growth Fund - A
K100 Qualified		68.8969		60.5776	1,719.5663		104,167
K100 Non-Qualified		78.3102		68.8543	1,917.4119		132,022
Liberty Value Fund VS (A)
K100		22.4261		25.8522	12,553.6488		324,539
Flex I		22.3557		25.7084	31,207.1398		802,285
Flex II		11.7546		13.5041	1,127.9050		15,231
Preferred Advisor		22.0793		25.3527	2,372,414.2261		60,147,090
Employee		23.4663		27.2260	2,175.6740		59,235
SteinRoe Global Utilities Fund VS (A)
K100		23.2236		19.9598	11,399.5856		227,533
Flex I		22.8604		19.5997	8,760.8943		171,711
Preferred Advisor		22.7367		19.4647	1,649,210.3513		32,101,343
Colonial International Fund for Growth VS (A)
K100		15.3409		12.3836	19,542.5937		242,007
Flex I		15.0455		12.1155	58,684.5587		710,993
Flex II		15.0485		12.1060
Preferred Advisor		14.9190		11.9957	799,369.6427		9,589,014
Employee		16.2317		13.1873	2,125.3709		28,028
Colonial Strategic Income Fund VS (A)
K100		14.0474		13.9161	273,382.8112		3,804,415
Flex I		14.3140		14.1456	178,389.4870		2,523,433
Flex II		13.7688		13.5935	12,879.1048		175,072
Preferred Advisor		14.2910		14.1019	1,575,550.5835		22,218,271
Employee		15.0259		14.9817	722.6232		10,826

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Notes to Financial Statements (continued)

5.  Unit Values (continued)

		1999		2000
	UNIT		UNIT
	VALUE		VALUE		UNITS	DOLLARS
Colonial U.S. Growth & Income Fund VS (A)
K100	$	26.5020	$	27.1858	42,301.9678	$	1,150,014
Flex I		26.5512		27.1700	15,894.8749		431,863
Flex II		24.7902		25.3430
Preferred Advisor		27.1961		27.7884	1,736,092.8789		48,243,264
Employee		28.9102		29.8476	287.3586		8,577
Newport Tiger Fund VS (A)
K100		12.0768		10.0882	15,145.4174		152,790
Flex I		11.7342		9.7780	7,776.2600		76,036
Flex II		10.7841		8.9775	1,473.0316		13,224
Preferred Advisor		13.0349		10.8457	811,630.2787		8,802,667
Employee		13.6834		11.5042	841.4648		9,680
SteinRoe Money Market Fund VS (A)
K100		26.3675		27.6811	511,251.9375		14,151,995
Flex I		18.6399		19.5208	141,414.7403		2,760,532
Flex II		18.2231		19.0656	784.2269		14,952
Preferred Advisor		14.7620		15.4366	2,015,415.4634		31,111,118
Employee		13.1626		13.9076	201.4760		2,802
SteinRoe Small Company Growth Fund VS (A)
K100		101.0635		94.6555	135,411.4117		12,817,441
Flex I		49.3630		46.1203	107,818.4173		4,972,621
Flex II		50.1884		46.8454	7,201.9157		337,377
Preferred Advisor		37.0252		34.5414	1,863,728.9263		64,375,784
Employee		22.9691		21.6519	17,681.5172		382,839
SteinRoe Balanced Fund VS (A)
K100		49.9955		48.9668	143,566.5323		7,029,996
Flex I		49.5920		48.4533	290,002.8757		14,051,589
Flex II		47.4999		46.3636	18,469.9425		856,334
Preferred Advisor		30.1971		29.4597	4,546,040.0332		133,925,181
Employee		20.7376		20.4421	5,863.8380		119,869
SteinRoe Mortgage Securities Fund VS (A)
K100		19.8206		21.7694	37,177.6334		809,336
Flex I		20.9322		22.9343	79,195.5556		1,816,298
Flex II		20.7673		22.7313	12,512.2703		284,421
Preferred Advisor		18.7622		20.5261	1,204,515.1677		24,723,975

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Notes to Financial Statements (continued)

5.  Unit Values (continued)

		1999		2000
	UNIT		UNIT
	VALUE		VALUE		UNITS	DOLLARS
SteinRoe Growth Stock Fund VS (A)
K100	$	151.5023	$	131.9783	72,117.7564	$	9,517,980
Flex I		65.1771		56.6395	136,269.7568		7,718,245
Flex II		59.4859		51.6429	4,643.8138		239,820
Preferred Advisor		60.5405		52.5317	2,465,959.2481		129,541,066
Employee		38.7959		34.0148	11,959.1635		406,789
					23,477,571.8384	$	654,402,583

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Notes to Financial Statements (continued)

6.  Purchases and Sales of Securities

The cost of shares purchased and proceeds from shares sold by the Variable Account during 2000 are shown below:

	Purchases		Sales
Evergreen Money Market Fund - A	$	1,593	$	743
Evergreen Diversified Bond Fund - A		1,603		248
Evergreen High Income Bond Fund - A		1,927		136
Evergreen Blue Chip Fund - A		7,611		58,481
Evergreen Small Company Growth Fund - A		95,924		47,157
SteinRoe Global Utilities Fund VS (A)		4,505,008		14,486,542
Colonial International Fund for Growth VS (A)		3,335,279		4,091,862
Colonial Strategic Income Fund VS (A)		3,704,622		14,989,596
Colonial U.S. Growth & Income Fund VS (A)		7,645,092		17,460,625
Liberty Value Fund VS (A)		1,930,432		19,698,510
Newport Tiger Fund VS (A)		705,126		4,199,123
SteinRoe Money Market Fund VS (A)		30,343,536		38,471,821
SteinRoe Small Company Growth Fund VS (A)		6,013,173		30,287,905
SteinRoe Balanced Fund VS (A)		15,820,718		57,242,810
SteinRoe Mortgage Securities Fund VS (A)		2,737,166		10,712,885
SteinRoe Growth Stock Fund VS (A)		36,952,050		41,202,825
	$	113,800,860	$	252,951,269

KEYPORT LIFE INSURANCE COMPANY - KMA VARIABLE ACCOUNT

Notes to Financial Statements (continued)

7. Diversification Requirements

Under the provisions of Section 817(h) of the Internal Revenue Code, a variable annuity contract, other than a contract issued in connection with certain types of employee benefit plans, will not be treated as an annuity contract for federal tax purposes for any period for which the investments of the segregated asset account on which the contract is based are not adequately diversified. The Code provides that the "adequately diversified" requirement may be met if the underlying investments satisfy either a statutory safe harbor test or diversification requirements set forth in regulations issued by the Secretary of Treasury.

The Internal Revenue Service has issued regulations under Section 817(h) of the Code. The Company believes that the Variable Account satisfies the current requirements of the regulations, and it intends that the Variable Account will continue to meet such requirements.

Report of Independent Auditors

The Board of Directors

Keyport Life Insurance Company

We have audited the consolidated balance sheets of Keyport Life Insurance Company as of December 31, 2000 and 1999, and the related consolidated statements of income, stockholder's equity, and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Keyport Life Insurance Company at December 31, 2000 and 1999, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.

ERNST & YOUNG LLP

Boston, Massachusetts

January 29, 2001

KEYPORT LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEET

(in thousands)

	December 31,
ASSETS	2000	1999
Cash and investments:
Fixed maturities available for sale (amortized cost: 2000 - $10,728,519;
1999 - $10,846,403)	$10,668,288	$10,516,094
Equity securities (cost: 2000 - $71,489; 1999 - $30,964)	76,427	37,933
Mortgage loans	9,433	12,125
Policy loans	620,824	599,478
Other invested assets	783,043	882,318
Cash and cash equivalents	1,728,279	1,075,903
Total cash and investments	13,886,294	13,123,851
Accrued investment income	163,474	161,976
Deferred policy acquisition costs	547,901	739,194
Income taxes recoverable	-	34,771
Intangible assets	15,570	16,826
Receivable for investments sold	90,545	2,683
Other assets	91,742	53,536
Separate account assets	4,212,488	3,363,140
Total assets	$19,008,014	$17,495,977
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Policy liabilities	$11,968,489	$12,109,628
Income taxes payable	9,954	-
Deferred income taxes	161,615	267,966
Payable for investments purchased and loaned	1,364,531	754,878
Other liabilities	56,403	49,149
Separate account liabilities	4,166,787	3,300,968
Total liabilities	17,727,779	16,482,589
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	797,606	665,055
Accumulated other comprehensive loss	(26,319)	(160,615)
Total stockholder's equity	1,280,235	1,013,388
Total liabilities and stockholder's equity	$19,008,014	$17,495,977

See accompanying notes.

KEYPORT LIFE INSURANCE COMPANY

CONSOLIDATED INCOME STATEMENT

(in thousands)

	Year ended December 31,
	2000	1999	1998
Revenues:
Net investment income, including distributions from private      equity limited partnerships	$ 856,808	$ 805,216	$ 815,226
Interest credited to policyholders	539,643	526,574	562,238
Investment spread	317,165	278,642	252,988
Net realized investment (losses) gains	(35,796)	(41,510)	785
Net change in unrealized and undistributed gains in private      equity limited partnerships	31,604	-	-
Fee income:
Surrender charges	24,266	17,730	17,487
Separate account income	43,518	33,485	20,589
Management fees	11,874	8,931	4,760
Total fee income	79,658	60,146	42,836
Expenses:
Policy benefits	4,997	3,603	2,880
Operating expenses	70,542	54,424	53,544
Amortization of deferred policy acquisition costs	116,123	97,359	77,410
Amortization of intangible assets	1,256	1,256	1,256
Total expenses	192,918	156,642	135,090
Income before income taxes	199,713	140,636	161,519
Income tax expense	57,128	45,977	52,919
Net income	$ 142,585	$ 94,659	$ 108,600

See accompanying notes.

KEYPORT LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY

(in thousands)

				Accumulated
		Additional		Other
	Common	Paid-in	Retained	Comprehensive
	Stock	Capital	Earnings	Income (Loss)	Total
Balance, December 31, 1997	$3,015	$505,933	$511,796	$ 82,277	$1,103,021
Comprehensive income (loss)
Net income	-	-	108,600	-	108,600
Other comprehensive income, net of tax
Net unrealized investment losses	-	-	-	(56,024)	(56,024)
Comprehensive income					52,576
Dividends paid to Parent	-	-	(20,000)	-	(20,000)
Balance, December 31, 1998	3,015	505,933	600,396	26,253	1,135,597
Comprehensive income (loss)
Net income	-	-	94,659	-	94,659
Other comprehensive loss,
net of tax
Net unrealized investment losses	-	-	-	(186,868)	(186,868)
Comprehensive loss					(92,209)
Dividends paid to Parent	-	-	(30,000)	-	(30,000)
Balance, December 31, 1999	3,015	505,933	665,055	(160,615)	1,013,388
Comprehensive income (loss)
Net income	-	-	142,585	-	142,585
Other comprehensive loss,
net of tax
Net unrealized investment gains	-	-	-	134,296	134,296
Comprehensive income					276,881
Dividends paid to Parent	-	-	(10,034)	-	(10,034)
Balance, December 31, 2000	$3,015	$505,933	$797,606	$ (26,319)	$1,280,235

See accompanying notes.

KEYPORT LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Year ended December 31,
	2000	1999	1998
Cash flows from operating activities:
Net income	$    142,585	$    94,659	$    108,600
Adjustments to reconcile net income to net cash
provided by operating activities:
Interest credited to policyholders	539,643	526,574	562,238
Net realized investment losses (gains)	35,796	41,510	(785)
Net change in unrealized and undistributed
gains in private equity limited partnerships	(31,604)	-	-
Net amortization on investments	59,836	79,508	75,418
Change in deferred policy acquisition costs	9,023	(17,446)	(24,193)
Change in current and deferred income taxes	5,783	53,060	1,112
Net change in other assets and liabilities	22,487	2,876	(53,786)
Net cash provided by operating activities	783,549	780,741	668,604
Cash flows from investing activities:
Investments purchased - available for sale	(3,802,286)	(4,835,872)	(6,789,048)
Investments sold - available for sale	2,877,082	4,322,679	5,405,955
Investments matured - available for sale	894,779	823,252	1,273,478
Increase in policy loans	(21,346)	(20,708)	(24,089)
Decrease in mortgage loans	2,692	42,992	5,545
Other invested assets sold (purchased), net	8,336	(17,344)	16,442
Value of business acquired, net of cash	-	-	(3,999)
Net cash (used in) provided by
investing activities	(40,743)	314,999	(115,716)
Cash flows from financing activities:
Withdrawals from policyholder accounts	(2,249,950)	(2,108,889)	(1,690,035)
Deposits to policyholder accounts	1,569,168	894,414	1,224,991
Dividends paid to Parent	(10,034)	(30,000)	(20,000)
Net change in securities lending	600,386	505,013	(510,566)
Net cash used in
financing activities	(90,430)	(739,462)	(995,610)
Change in cash and cash equivalents	652,376	356,278	(442,722)
Cash and cash equivalents at beginning of year	1,075,903	719,625	1,162,347
Cash and cash equivalents at end of year	$ 1,728,279	$ 1,075,903	$    719,625

See accompanying notes.

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements

1. Accounting Policies

Organization

Keyport Life Insurance Company offers a diversified line of fixed, indexed and variable annuity products designed to serve the growing retirement savings market. These annuity products are sold through a wide-ranging network of banks, agents and security dealers throughout the United States.

The Company is a wholly owned subsidiary of Liberty Financial Companies, Incorporated ("Liberty Financial"), which is a majority-owned, indirect subsidiary of Liberty Mutual Insurance Company ("Liberty Mutual").

Principles of Consolidation

The consolidated financial statements include Keyport Life Insurance Company and its wholly owned subsidiaries, Independence Life and Annuity Company ("Independence Life"), Keyport Benefit Life Insurance Company ("Keyport Benefit"), Liberty Advisory Services Corp. and Keyport Financial Services Corp. (collectively, the "Company").

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP), which vary in certain respects from reporting practices prescribed or permitted by state insurance regulatory authorities. All significant intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Investments

Investments in debt and equity securities classified as available for sale are carried at fair value, and aftertax unrealized gains and losses (net of adjustments to deferred policy acquisition costs) are reported as a separate component of accumulated other comprehensive income (loss). The cost basis of securities is adjusted for declines in value that are determined to be other than temporary. Realized investment gains and losses are calculated on a first-in, first-out basis, net of adjustments for amortization of deferred policy acquisition costs.

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

1. Accounting Policies (continued)

For the mortgage-backed bond portion of the fixed-maturity investment portfolio, the Company recognizes income using a constant effective yield based on anticipated prepayments over the estimated economic life of the security. When actual prepayments differ significantly from anticipated prepayments, the effective yield is recalculated to reflect actual payments to date and anticipated future payments, and any resulting adjustment is included in net investment income.

Mortgage loans are carried at amortized cost. Policy loans are carried at the unpaid principal balances plus accrued interest.

Partnerships, which are included in other invested assets, are accounted for on either the cost method or equity method. The equity method of accounting is used for all partnerships in which the Company has an ownership interest in excess of 3%.

The net change in unrealized and undistributed gains in private equity limited partnerships primarily represents increases in the fair value of the underlying investments of the private equity limited partnerships that are accounted for under the equity method. This change in unrealized and undistributed gains is recorded net of the related amortization of deferred policy acquisition costs of $58.7 million for the year ended December 31, 2000. The net amounts realized, which are recognized in investment income, were $13.3 million for the year ended December 31, 2000. The financial information for these investments is obtained directly from the private equity limited partnerships on a periodic basis. The corresponding amounts in 1999 and 1998 were insignificant. Partnership investments totaled $439.0 million ($348.7 million excluding the net change in unrealized and undistributed gains in private equity limited partnerships) and $180.7 million at December 31, 2000 and 1999, respectively.

Derivatives

The Company uses interest rate swap and cap agreements to manage its interest rate risk and call options and futures on the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index") to hedge its obligations to provide returns based upon this index.

The Company utilizes interest rate swap agreements ("swap agreements") and interest rate cap agreements ("cap agreements") to match assets more closely to liabilities. Swap agreements are agreements to exchange with a counterparty interest rate payments of differing character (e.g., fixed-rate payments exchanged for variable-rate payments) based on an underlying principal balance (notional principal) to hedge against interest rate changes. The Company currently utilizes swap agreements to reduce asset duration and to better match interest rates earned on longer-term fixed-rate assets with interest rates credited to policyholders. The Company also utilizes total return swaps to hedge the value of certain separate account liabilities. A total return swap is an agreement to exchange payments based upon an underlying notional balance and changes in variable-rate and total-return indices.

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

1. Accounting Policies (continued)

Cap agreements are agreements with a counterparty which 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 balance) to hedge against rising interest rates.

Hedge accounting is applied after the Company determines that the items to be hedged expose it to interest rate or price risk, designates the instruments as hedges, and assesses whether the instruments reduce the indicated risks through the measurement of changes in the value of the instruments and the items being hedged at both inception and throughout the hedge period. From time to time, interest rate swap agreements, cap agreements and call options are terminated. If the terminated position was accounted for as a hedge, realized gains or losses are deferred and amortized over the remaining lives of the hedged assets or liabilities. Conversely, if the terminated position was not accounted for as a hedge, or if the assets and liabilities that were hedged no longer exist, the position is "marked to market," and realized gains or losses are immediately recognized in income.

The net differential to be paid or received on interest rate swap agreements is recognized as a component of net investment income. The net differential to be paid or received on total return swaps is recognized as a component of separate account income. Premiums paid for interest rate cap agreements are deferred and amortized into net investment income on a straight-line basis over the terms of the agreements. The unamortized premium is included in other invested assets. Amounts earned on interest rate cap agreements are recorded as an adjustment to net investment income. Interest rate swap and cap agreements hedging investments designated as available for sale are adjusted to fair value, with the resulting unrealized gains and losses, net of tax, included in accumulated other comprehensive income. Total return swap agreements hedging certain separate account liabilities are adjusted to fair value, with the resulting unrealized gain/loss, net of tax, included in accumulated other comprehensive income (loss).

Premiums paid on call options are amortized into net investment income over the terms of the contracts. The call options are included in other invested assets and are carried at amortized cost plus intrinsic value, if any, of the call options as of the valuation date. Changes in intrinsic value of the call options are recorded as an adjustment to interest credited to policyholders. Futures contracts are carried at fair value and require daily cash settlement. Changes in the fair value of futures that qualify as hedges are deferred and recognized as an adjustment to the hedged asset or liability. Call options and futures that do not qualify as hedges are carried at fair value; changes in value are immediately recognized in income.

Fee Income

Fees from investment advisory services are recognized as revenues when services are provided. Revenues from fixed and variable annuities and single-premium whole life policies include mortality charges, surrender charges, policy fees, and contract fees and are recognized when earned.

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

1. Accounting Policies (continued)

Deferred Policy Acquisition Costs

Deferred policy acquisition costs relate to the costs of acquiring new business, which vary with, and are primarily related to, the production of new annuity business. Such acquisition costs include commissions, costs of policy issuance, and underwriting and selling expenses. These costs are deferred and amortized in relation to the present value of estimated gross profits from mortality, investment spread and expense margins not exceeding ten years for annuities and 25 years for life insurance.

Deferred policy acquisition costs are adjusted for amounts relating to unrealized gains and losses on available for sale fixed-maturity securities. This adjustment, net of tax, is included with the change in net unrealized investment gains or losses that is credited or charged directly to accumulated other comprehensive income. Deferred policy acquisition costs were increased by $43.6 million and $235.7 million at December 31, 2000 and 1999, respectively, relating to this adjustment.

Intangible Assets

Intangible assets consist of goodwill arising from business combinations accounted for as a purchase. Amortization is provided on a straight-line basis ranging from ten to 25 years.

Separate Account Assets and Liabilities

The assets and liabilities resulting from variable annuities, variable life policies and certain separate institutional accounts are segregated in separate accounts. Separate account assets consist principally of investments in mutual funds and fixed maturities and are carried at fair value. Investment income and changes in mutual fund asset values are allocated to the policyholders and, therefore, do not affect the operating results of the Company. The Company earns separate account fees for providing administrative services and bearing the mortality risk related to these contracts. The difference between investment income and interest credited on the institutional accounts is reported as separate account fee income.

As of December 31, 2000 and 1999, the Company also classified $45.7 million and $62.2 million, respectively, of investments in certain mutual funds sponsored by affiliates of the Company as separate account assets.

Policy Liabilities

Policy liabilities consist of deposits received plus credited interest, less accumulated policyholder charges, assessments, and withdrawals related to deferred annuities and single-premium whole life policies. Policy benefits that are charged to expense include benefit claims incurred in the period in excess of related policy account balances.

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

1. Accounting Policies (continued)

Income Taxes

Income taxes have been provided using the liability method in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes."

Effective July 18, 1997, due to changes in ownership of Liberty Financial, the Company is no longer included in the consolidated federal income tax return of Liberty Mutual. The Company will be eligible to file a consolidated federal income tax return with Liberty Financial in 2002. In 1998, the Company began filing a consolidated federal income tax return with its life insurance subsidiaries, Independence Life and Keyport Benefit. In 1999, Liberty Advisory Services Corp. ("LASC") and Keyport Financial Services Corp. ("KFSC") began filing consolidated federal and state income tax returns.

The Company and its life insurance subsidiaries have a tax-sharing agreement that allocates income taxes to the Company and its subsidiaries as if each entity were to file separate income tax returns. Tax benefits resulting from losses are paid to the extent such losses are utilized in the consolidated income tax return. LASC and KFSC also have a tax-sharing agreement with the same terms as those outlined above.

Cash Equivalents

Short-term investments having a maturity of three months or less when purchased are classified as cash equivalents.

Recent Accounting Pronouncement

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133." This statement amended SFAS No. 133 to defer its effective date one year to fiscal years beginning after June 15, 2000. In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities" - an amendment of SFAS No. 133. This statement makes certain changes in the hedging provisions of SFAS No. 133 and is effective concurrent with SFAS No. 133 (collectively hereafter referred to as the "Statement"). The Statement will require the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset by the change in fair value of the hedged assets, liabilities or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. Upon adoption, the Company will be required to record a cumulative effect adjustment to reflect this accounting change.

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

1. Accounting Policies (continued)

The Company estimates that the cumulative effect of adopting at January 1, 2001, reported after tax and net of related effects of deferred policy acquisition costs, will decrease net income and stockholder's equity by $55.0 million. The adoption of the Statement may increase volatility in reported income due to the requirement to mark all derivatives to fair value and the definition of an effective hedging relationship under the Statement as opposed to certain hedges the Company believes are effective economic hedges. The Company believes that it will continue to utilize its current risk management philosophy, which includes the use of derivative instruments.

2. Acquisition

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 has made additional capital contributions to Keyport Benefit amounting to $57.5 million.

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

3. Investments

Fixed Maturities

The amortized cost, gross unrealized gains and losses, and fair value of fixed-maturity securities are as follows (in thousands):

		Gross	Gross
	Amortized	Unrealized	Unrealized
December 31, 2000	Cost	Gains	Losses	Fair Value
U.S. Treasury securities	$       40,243	$    1,711	$      (111)	$       41,843
Mortgage-backed securities of U.S.
government corporations and
agencies	893,123	16,219	(5,401)	903,941
Debt securities issued by foreign
governments	102,180	632	(265)	102,547
Corporate securities	5,597,632	88,876	(215,877)	5,470,631
Other mortgage-backed securities	2,403,173	74,566	(17,698)	2,460,041
Asset-backed securities	1,683,361	20,716	(21,753)	1,682,324
Senior secured loans	8,807	-	(1,846)	6,961
Total fixed maturities	$10,728,519	$202,720	$(262,951)	$10,668,288
		Gross	Gross
	Amortized	Unrealized	Unrealized
December 31, 1999	Cost	Gains	Losses	Fair Value
U.S. Treasury securities	$       70,048	$    4,174	$    (5,010)	$       69,212
Mortgage-backed securities of U.S.
government corporations and
agencies	1,166,537	15,602	(29,561)	1,152,578
Debt securities issued by foreign
governments	169,396	17,775	(8,966)	178,205
Corporate securities	5,274,388	96,948	(283,305)	5,088,031
Other mortgage-backed securities	2,325,678	21,741	(94,757)	2,252,662
Asset-backed securities	1,794,814	5,905	(67,948)	1,732,771
Senior secured loans	45,542	10	(2,917)	42,635
Total fixed maturities	$10,846,403	$162,155	$(492,464)	$10,516,094

At December 31, 2000 and 1999, gross unrealized gains on equity securities and investments in separate accounts aggregated $13.4 million and $17.5 million, and gross unrealized losses aggregated $7.9 million and $0.9 million, respectively.

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

The change in net unrealized investment gains (losses) on securities included in other comprehensive income in 2000, 1999 and 1998 include: gross unrealized gains (losses) on securities of $213.4 million, $(473.9) million and $(182.2) million, respectively, reclassification adjustments for realized investment losses into net income of $45.9 million, $53.5 million and $3.5 million, respectively, and adjustments to deferred policy acquisition costs of $(192.3) million, $302.0 million and $92.5 million, respectively. The above amounts are shown before income tax (benefit) expense of $(67.3) million, $68.5 million and $(30.2) million, respectively. The 2000 and 1999 income tax (benefit) expense recorded in other comprehensive income includes a change in the valuation allowance of $(90.7) million and $109.9 million, respectively, related to unrealized capital losses on available for sale securities.

No investment in any person or its affiliates (other than bonds issued by agencies of the United States government) exceeded ten percent of stockholder's equity at December 31, 2000. At December 31, 2000, the Company did not have a material concentration of financial instruments in a single investee, industry or geographic location.

At December 31, 2000, $1.3 billion of fixed maturities were below investment grade.

Contractual Maturities

The amortized cost and fair value of fixed maturities by contractual maturity as of December 31, 2000 are as follows (in thousands):

	Amortized	Fair
December 31, 2000	Cost	Value
Due in one year or less	$     130,983	$     127,869
Due after one year through five years	2,138,386	2,134,503
Due after five years through ten years	1,945,246	1,909,597
Due after ten years	1,534,247	1,450,013
	5,748,862	5,621,982
Mortgage and asset-backed securities	4,979,657	5,046,306
	$10,728,519	$10,668,288

Actual maturities may differ because borrowers may have the right to call or prepay obligations.

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

3. Investments (continued)

Net Investment Income

Net investment income is summarized as follows (in thousands):

Year Ended December 31,	2000	1999	1998
Fixed maturities	$807,884	$814,701	$810,521
Mortgage loans and other invested assets	85,717	28,364	18,238
Policy loans	36,985	36,306	33,251
Equity securities	276	1,513	4,369
Cash and cash equivalents	27,368	20,822	38,269
Gross investment income	958,230	901,706	904,648
Investment expenses	(21,014)	(19,300)	(17,342)
Amortization of options and interest rate caps	(80,408)	(77,190)	(72,080)
Net investment income	$856,808	$805,216	$815,226

As of December 31, 2000 and 1999, the carrying value of nonincome-producing fixed-maturity investments was $24.4 million and $22.6 million, respectively.

Net Realized Investment Gains (Losses)

Net realized investment gains (losses) are summarized as follows (in thousands):

Year Ended December 31,	2000	1999	1998
Fixed maturities available for sale:
Gross gains	$ 35,430	$ 48,066	$ 72,119
Gross losses	(70,474)	(79,825)	(59,730)
Other than temporary declines in value	(16,731)	(18,276)	(28,322)
	(51,775)	(50,035)	(15,933)
Equity securities	-	-	14,754
Investments in separate accounts	4,386	-	93
Other invested assets	1,497	(3,457)	(2,397)
Gross realized investment losses	(45,892)	(53,492)	(3,483)
Amortization adjustments of deferred policy acquisition costs	10,096	11,982	4,268
Net realized investment (losses) gains	$(35,796)	$(41,510)	$     785

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

4. Derivatives

Outstanding derivatives, shown in notional amounts along with their carrying value and fair value, are as follows (in thousands):

			Assets (Liabilities)
			Carrying	Fair	Carrying
	Notional Amounts		Value	Value	Value		Fair Value
December 31	2000	1999	2000	2000		1999		1999
Interest rate swaps	$2,797,750	$2,917,250	$ (33,450)	$(33,450)		$  41,405		$  41,405
Total return swaps	1,031,595	500,000	23,936	23,936		37,778		36,326
Interest rate cap agreements	-	50,000	-	-		-		-
S&P 500 Index call options	-	-	337,712	358,164		701,067			803,144

The interest rate and total return swap agreements expire in 2001 through 2029. The interest rate cap agreement expired in 2000. The S&P 500 call options and futures maturities range from 2001 to 2008.

At December 31, 2000 and 1999, the Company had approximately $111.1 million and $128.7 million, respectively, of unamortized premium in call option contracts.

Fair values for swap and cap agreements are based on current settlement values. The current settlement values are based on quoted market prices and brokerage quotes, which utilize pricing models or formulas using current assumptions. Fair values for call options and futures contracts are based on quoted market prices.

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 the risk associated with 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. Futures contracts trade on organized exchanges and, therefore, have minimal credit risk.

5. Income Taxes

Income tax expense (benefit) is summarized as follows (in thousands):

	Year ended December 31,
	2000	1999	1998
Current	$ 96,219	$(10,310)	$12,150
Deferred	(29,667)	56,287	40,769
Valuation allowance	(9,424)	0	0
	$ 57,128	$ 45,977	$52,919

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

5. Income Taxes (continued)

A reconciliation of income tax expense, with the expected federal income tax expense computed at the applicable federal income tax rate of 35%, is as follows (in thousands):

	Year ended December 31,
	2000	1999	1998
Expected income tax expense	$ 69,899	$49,223	$56,532
Increase (decrease) in income taxes resulting from:
Nontaxable investment income	(2,704)	(2,111)	(2,152)
Amortization of goodwill	440	440	440
Change in valuation allowance	(9,424)
Other, net	(1,083)	(1,575)	(1,901)
Income tax expense	$ 57,128	$45,977	$52,919

The components of deferred income taxes are as follows (in thousands):

	December 31,
	2000	1999
Deferred tax assets:
Policy liabilities	$   65,635	$   85,197
Guaranty fund expense	2,346	2,071
Net operating loss carryforwards	1,108	1,108
Deferred fees	2,433	3,406
Net unrealized capital losses	19,155	109,900
Other	-	183
	90,677	201,865
Valuation allowance	(9,730)	(109,900)
Total deferred tax assets	80,947	91,965
Deferred tax liabilities:
Deferred policy acquisition costs	(160,089)	(231,309)
Excess of book over tax basis of investments	(72,861)	(119,814)
Separate account assets	(2,476)	(5,767)
Deferred loss on interest rate swaps	-	(152)
Other	(7,136)	(2,889)
Total deferred tax liabilities	(242,562)	(359,931)
Net deferred tax liability	$(161,615)	$(267,966)

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

5. Income Taxes (continued)

As of December 31, 2000, the Company had $54.7 million of net unrealized capital losses in its available for sale portfolio. Under federal tax law, utilization of these capital losses, when realized, is limited to use as an offset against past or future capital gains. A valuation allowance is provided when it is more likely than not that deferred tax assets will not be realized. As of December 31, 2000, the $19.1 million deferred tax asset for these unrealized losses has been reduced by a valuation allowance of $9.7 million. The Company released $9.4 million of the valuation allowance through income from operations during 2000 due to capital gain income recognized in 2000. As of December 31, 2000, the Company had approximately $3.2 million of purchased net operating loss carryforwards (relating to the acquisition of Independence Life). Utilization of these net operating loss carryforwards, which expire through 2006, is limited to $1.5 million per year. The Company believes that it will realize the benefit of this item and its remaining deferred tax assets.

Income taxes paid were $51.5 million in 2000 and $21.5 million in 1998, while income taxes refunded were $7.5 million in 1999.

6. Retirement Plans

Keyport employees and certain employees of Liberty Financial are eligible to participate in the Liberty Financial Companies, Inc. Pension Plan (the "Plan"). It is the Company's practice to fund amounts for the Plan sufficient to meet the minimum requirements of the Employee Retirement Income Security Act of 1974. Additional amounts are contributed from time to time when deemed appropriate by the Company. Under the Plan, all employees are vested after five years of service. Benefits are based on years of service, the employee's average pay for the highest five consecutive years during the last ten years of employment and the employee's estimated social security retirement benefit. The Company also has an unfunded nonqualified Supplemental Pension Plan ("Supplemental Plan") collectively with the Plan (the "Plans") to replace benefits lost due to limits imposed on Plan benefits under the Internal Revenue Code. Plan assets consist principally of investments in certain mutual funds sponsored by an affiliated company.

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

6. Retirement Plans (continued)

The following table sets forth the Plans' funded status (in thousands):

	December 31,
	2000	1999
Change in benefit obligation
Benefit obligation at beginning of year	$13,830	$15,282
Service cost	734	1,017
Interest cost	1,184	1,065
Actuarial (gain) loss	879	(3,167)
Benefits paid	(353)	(367)
Benefit obligation at end of year	$16,274	$13,830
Change in plan assets
Fair value of plan assets at beginning of year	$  9,761	$  8,390
Actual return on plan assets	53	1,377
Employer contribution	376	361
Benefits paid	(353)	(367)
Fair value of plan assets as end of year	$  9,837	$  9,761
Projected benefit obligation in excess of the Plans' assets	$  6,437	$  4,069
Unrecognized net actuarial gain (loss)	(529)	1,126
Prior service cost not yet recognized in net periodic pension cost	(97)	(115)
Accrued pension cost	$  5,811	$  5,080

	Year ended December 31,
	2000	1999	1998
Pension cost consists of:
Service cost benefits earned during the period	$   734	$1,017	$   921
Interest cost on projected benefit obligation	1,184	1,065	960
Expected return on Plan assets	(829)	(724)	(610)
Net amortization and deferred amounts	18	143	53
Total net periodic pension cost	$1,107	$1,501	$1,324

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

6. Retirement Plans (continued)

The assumptions used to develop the accrued pension obligation and pension cost are as follows:

	2000	1999	1998
Discount rate	7.75%	7.75%	6.75%
Rate of increase in compensation level	4.50	4.50	4.75
Expected long-term rate of return on assets	9.00	9.00	9.00

The Company provides various other funded and unfunded defined contribution plans, which include savings and investment plans and supplemental savings plans. Expenses related to these defined contribution plans totaled $.9 million in 2000, 1999 and 1998.

7. Fair Value of Financial Instruments

The following discussion outlines the methodologies and assumptions used to determine the estimated fair value of the Company's financial instruments. The aggregate fair-value amounts presented herein do not necessarily represent the underlying value of the Company, and, accordingly, care should be exercised in deriving conclusions about the Company's business or financial condition based on the fair-value information presented herein.

The following methods and assumptions were used by the Company in determining estimated fair value of financial instruments:

Fixed maturities and equity securities: Fair values for fixed-maturity securities are based on quoted market prices, where available. For fixed maturities not actively traded, the fair values are determined using values from independent pricing services, or, in the case of private placements, are determined by discounting expected future cash flows using a current market rate applicable to the yield, credit quality and maturity of the securities. The fair values for equity securities are based on quoted market prices.

Mortgage loans: The fair value of mortgage loans is determined by discounting future cash flows to the present at current market rates, using expected prepayment rates.

Policy loans: The carrying value of policy loans approximates fair value.

Other invested assets: With the exception of call options, the carrying value for assets classified as other invested assets in the accompanying consolidated balance sheet approximates their fair value. Fair values for call options are based on market prices quoted by the counterparty to the respective call option contract.

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

7. Fair Value of Financial Instruments (continued)

Cash and cash equivalents: The carrying value of cash and cash equivalents approximates fair value.

Separate accounts, assets and liabilities: The estimated fair value of assets held in separate accounts is based on quoted market prices. The fair value of liabilities related to separate accounts is the amount payable on demand, which includes surrender charges.

Policy liabilities: Deferred annuity contracts are assigned fair value equal to current net surrender value. Annuitized contracts are valued based on the present value of the future cash flows at current pricing rates.

The fair values and carrying values of the Company's financial instruments are as follows (in thousands):

	December 31,		December 31,
	2000		1999
	Carrying	Fair			Carrying		Fair
	Value	Value			Value		Value
Assets:
Fixed-maturity securities	$10,668,288	$10,668,288		$10,516,094		$10,516,094
Equity securities	76,427	76,427		37,933		37,933
Mortgage loans	9,433	10,496		12,125		13,492
Policy loans	620,824	620,824		599,478		599,478
Other invested assets	783,043	808,495		882,318		984,395
Cash and cash equivalents	1,728,279	1,728,279		1,075,903		1,075,903
Separate accounts	4,212,488	4,212,488		3,363,140		3,363,140
Liabilities:
Policy liabilities	9,850,915	9,460,316		10,015,123		9,306,813
Separate accounts	4,166,787	4,166,787		3,300,968		3,300,968

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

8. Quarterly Financial Data (Unaudited)

The following is a tabulation of the unaudited quarterly results of operations (in thousands):

		2000 Quarters
	March 31	June 30	September 30	December 31
Net investment income, including
distributions from private equity
limited partnerships	$204,724	$215,224	$212,896	$223,964
Interest credited to policyholders	127,289	133,226	135,758	143,370
Investment spread	77,435	81,998	77,138	80,594
Net realized investment losses	(7,708)	(9,570)	(12,358)	(6,160)
Net change in unrealized and
undistributed gains in private equity
limited partnerships	14,983	7,462	5,895	3,264
Fee income	18,162	19,433	20,816	21,247
Pretax income	58,397	49,105	46,371	45,840
Net income	38,150	32,524	36,614	35,297
		1999 Quarters
	March 31	June 30	September 30	December 31
Net investment income	$204,925	$195,730	$196,724	$207,837
Interest credited to policyholders	134,778	129,409	131,301	131,086
Investment spread	70,147	66,321	65,423	76,751
Net realized investment gains (losses)	(3,094)	(11,357)	(12,331)	(14,728)
Fee income	12,084	14,673	15,962	17,427
Pretax income	39,899	31,887	31,449	37,401
Net income	26,005	20,786	22,129	25,739

The Company has restated its first and second quarter results of operations and related unaudited quarterly financial statements to reflect the after-tax net change in unrealized and undistributed gains in private equity limited partnerships. The net increase in net income resulting from such changes was $9.7 million for the quarter ended March 31, 2000 and $4.9 million for the quarter ended June 30, 2000. The corresponding amounts in 1999 were insignificant.

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

9. Statutory Information

The Company's primary insurance company, Keyport Life Insurance Company, is domiciled in the State of Rhode Island and prepares its statutory financial statements in accordance with accounting principles and practices prescribed or permitted by the State of Rhode Island Insurance Department. Statutory surplus and capital and statutory net (loss) income differ from stockholder's equity and net income reported in accordance with GAAP primarily because policy acquisition costs are expensed when incurred, policy liabilities are based on different assumptions and income tax expense reflects only taxes paid or currently payable. The Company's statutory surplus and net income (loss) are as follows (in thousands):

	Year ended December 31,
	2000	1999	1998
Statutory surplus and capital	$805,235	$877,821	$790,935
Statutory net (loss) income	(5,877)	116,289	98,894

10. Transactions with Affiliated Companies

The Company reimbursed Liberty Financial and certain affiliates for expenses incurred on its behalf for the years ended December 31, 2000, 1999 and 1998. These reimbursements included corporate, general and administrative expenses, corporate overhead, such as executive and legal support, and investment management services. The total amounts reimbursed were $7.5 million, $7.7 million and $7.1 million for the years ended December 31, 2000, 1999 and 1998, respectively. In addition, certain affiliated companies distribute the Company's products and were paid $39.4 million, $18.3 million and $10.0 million by the Company for the years ended December 31, 2000, 1999 and 1998, respectively.

The Company is contingently liable for certain structured settlement payments being made under single-premium immediate annuities issued by Liberty Life Assurance Company. The Company is also party to guaranty agreements with its subsidiaries, Independence Life and Keyport Benefit, whereby it guarantees obligations for certain insurance polices or annuity contracts.

Dividend payments to Liberty Financial from the Company are governed by insurance laws that restrict the maximum amount of dividends that may be paid without prior approval of the State of Rhode Island Insurance Department. As of December 31, 2000, the maximum amount of dividends (based on statutory surplus and statutory net gains from operations) which may be paid by Keyport without such approval was approximately $51.3 million.

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

11. Commitments and Contingencies

Leases

The Company leases data processing equipment, furniture and certain office facilities from others under operating leases expiring in various years through 2008. Rental expense (in thousands) amounted to $6,536, $5,850 and $4,721 for the years ended December 31, 2000 1999 and 1998, respectively. The following are the minimum future rental payments under noncancelable operating leases having remaining terms in excess of one year at December 31, 2000 (in thousands):

Year	Payments
2001	$7,184
2002	6,697
2003	5,745
2004	4,341
2005	4,258
Thereafter	8,688

Legal Matters

The Company is involved at various times in litigation common to its business. In the opinion of management, provisions made for potential losses are adequate, and the resolution of any such litigation is not expected to have a material adverse effect on the Company's financial condition or its results of operations.

Regulatory Matters

Under existing guaranty fund laws in all states, insurers licensed to do business in those states can be assessed for certain obligations of insolvent insurance companies to policyholders and claimants. The actual amount of such assessments will depend upon the final outcome of rehabilitation proceedings and will be paid over several years. At December 31, 2000 and 1999, the reserve for such assessments was $6.7 million and $5.9 million, respectively.

KEYPORT LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements (continued)

11. Commitments and Contingencies (continued)

Other

On November 1, 2000, Liberty Financial announced that it has retained an investment banking firm to review its strategic alternatives, including a possible sale of the Company. To help retain its employees during this strategic review, the Company implemented a special compensation plan that provides cash retention bonuses to substantially all employees. The Company recorded a $2.0 million charge in 2000 relating to this plan. The retention bonuses are generally based on employees' base salary and/or target incentive compensation amounts, except for sales personnel, where retention bonuses are based on sales. The estimated maximum cost of the retention bonuses, assuming all covered employees remain with the Company, is approximately $28.0 million, with fifty percent payable on November 1, 2001 and the remainder payable on April 1, 2002. In the event of a change of control of the Company that occurs prior to November 1, 2001, the payments would be accelerated and the retention bonus amount would be reduced, subject to a minimum. The estimated minimum retention bonus is approximately $17.0 million and would be recognized if a change of control occurs as of May 14, 2001. The amount of the retention bonus increases from the minimum on May 14, 2001 to the maximum on October 31, 2001. In calculating the 2000 expense of $2.0 million, a turnover rate of 15% was assumed.

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PART C

Item 24. Financial Statements and Exhibits

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	(a)	Financial Statements:
		Included in Part B:
		KMA Variable Account:
			Statement of Assets and Liabilities - December 31, 2000
			Statement of Operations and Changes in Net Assets for the    years ended December 31, 2000 and 1999
			Notes to Financial Statements
		Keyport Life Insurance Company:
			Consolidated Balance Sheet - December 31, 2000 and 1999
			Consolidated Income Statement for the years ended    December 31, 2000, 1999 and 1998
			Consolidated Statement of Stockholder's Equity for the    years ended December 31, 2000, 1999 and 1998
			Consolidated Statement of Cash Flows for the years ended    December 31, 2000, 1999 and 1998
			Notes to Consolidated Financial Statements
</R>
	(b)	Exhibits:

(1)	Resolution of the Board of Directors is incorporated by reference to Post-Effective Amendment No. 27 to Form N-4 (File No. 2-66388).
(2)	Incorporated by reference to Post-Effective Amendment No. 8 to Form S-6 (File No. 2-66388).
(3)	Principal Underwriter Agreement is incorporated by reference to Post-Effective Amendment 26 to Form N-4 (File No. 2-66388). Specimen agreement between Principal Underwriter and dealer is incorporated by reference to Post-Effective Amendment No. 25 to Form N-4 (File No. 2-66388).
(4)	Contract FLEX(4) is incorporated by reference to Post-Effective Amendment No. 23 to Form N-4 (File No. 266388). Endorsement END.A(52) for FLEX(4) is incorporated by reference to Post-Effective Amendment No. 25 to Form N-4 (File No. 2-66388). Contract FLEX(4)V with Endorsement END.A(52) is incorporated by reference to Post-Effective Amendment No. 25 to Form N-4 (File No. 2-66388). Contract FLEX(4)/WA is incorporated by reference to Post-Effective Amendment No. 27 to Form N-4 (File No. 2-66388). Endorsement END.A(90) for Contracts issued July 1, 1993 to July 4, 1994 and Endorsement END.A(89), a replacement for END.A(52), for Contracts issued on or after July 5, 1994 are incorporated by reference to Post-Effective Amendment No. 32 to Form N-4 (File No. 2-66388).
(5)	Application Form FLEX-APP(REV)3 is incorporated by reference to Post-Effective Amendment No. 31 to Form N-4 (File No. 2-66388).
(6)	Articles of Incorporation are incorporated by reference to Registrant's Form N-8B-2 (File No. 811-2290). Amendment to the Articles of Incorporation and the By-Laws incorporated by reference to Post-Effective Amendment No. 25 to Form N-4 (File No. 2-66388).
(7)	Not applicable.
(8)	Participation Agreement is incorporated by reference to Post-Effective Amendment No. 24 to Form N-4 (File No. 2-66388).
(9)	Opinion and Consent of Counsel is incorporated by reference to Post-Effective Amendment No. 36 to Form N-4 (File No. 2-66388).
(10)	Consent of Independent Auditors is Exhibit 24(b)(10).
(11)	Not applicable.
(12)	Not applicable.
(13)	Schedule for computations of performance quotations is incorporated by reference to Post-Effective Amendment No. 27 to Form N-4 (File No. 2-66388). Contract maintenance charge formulas for Total Return Calculation for Sub-Accounts other than CIF Sub-Account are incorporated by reference to Post-Effective Amendment #33 to Form N-4 (File No. 2-66388).
(14)	Powers of Attorney are incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement (File No. 333-84701) filed on or about December 10, 1999.

<R>

Item 25. Directors and Officers of the Depositor.

Name and Principal	Positions and Offices
Business Address*	with Depositor
Frederick Lippitt	Director
The Providence Plan
740 Hospital Trust Building
15 Westminster Street
Providence, RI 02903
Mr. Robert C. Nyman	Director
12 Cooke Street
Providence, RI 02906-2006
Philip K. Polkinghorn	Director and President
Paul H. LeFevre, Jr.	Chief Operating Officer
Bernard R. Beckerlegge	Senior Vice President and General Counsel
William Hayward	Senior Vice President - Administration and Information Services
Bernhard M. Koch	Senior Vice President and Chief Financial Officer
Stewart R. Morrison	Senior Vice President and Chief Investment Officer
Garth A. Bernard	Vice President
Daniel C. Bryant	Vice President and Assistant Secretary
Clifford O. Calderwood	Vice President
James P. Greaton	Vice President and Corporate Actuary
James J. Klopper	Vice President and Secretary
Leslie J. Laputz	Vice President
Kenneth M. LeClair	Vice President
Jeffrey J. Lobo	Vice President - Risk Management
Thomas P. O'Grady	Vice President
Jeffery J. Whitehead	Vice President and Treasurer
Ellen L. Wike	Vice President
Jane P. Wolak	Vice President
Daniel T. H. Yin	Vice President - Investments
Nancy C. Atherton	Assistant Vice President
John G. Bonvouloir	Assistant Vice President
Paul R. Coady	Assistant Vice President
Stephen Cross	Assistant Vice President and Controller
Kathleen P. Daly	Assistant Vice President
Steven M. Dionisi	Assistant Vice President
Alan R. Downey	Assistant Vice President
Gerald L. Fougere	Assistant Vice President
Brian P. Kane	Assistant Vice President
Gregory L. Lapsley	Assistant Vice President
Kevin F. Leavey	Assistant Vice President
Diane Pursley	Assistant Vice President
Richard D. Ribeiro	Assistant Vice President
Daniel T. Smyth	Assistant Vice President
Donald A. Truman	Assistant Vice President and Assistant Secretary
Christopher J. Vellante	Assistant Vice President
Frederick Lippitt	Assistant Secretary

</R>

*125 High Street, Boston, Massachusetts 02110, unless noted otherwise.

Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant.

The Depositor controls the Registrant, Variable Account A, Keyport 401 Variable Account, Keyport Variable Account I, and Keyport Variable Account II, under the provisions of Rhode Island law governing the establishment of these separate accounts of the Company.

The Depositor controls Liberty Advisory Services Corp. ("LASC"), a Massachusetts corporation functioning as an investment adviser, through 100% stock ownership. LASC files separate financial statements.

The Depositor controls Keyport Financial Services Corp. ("KFSC"), a Massachusetts corporation functioning as a broker/dealer of securities, through LASC's 100% stock ownership of KFSC. KFSC files separate financial statements.

The Depositor controls Independence Life and Annuity Company ("Independence Life"), a Rhode Island corporation functioning as a life insurance company, through 100% stock ownership. Independence Life files separate financial statements.

The Depositor controls Keyport Benefit Life Insurance Company ("Keyport Benefit"), a New York corporation functioning as a life insurance company, through 100% stock ownership. Independence Life files separate financial statements.

<R>

The chart for the affiliations of the Depositor is incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement (File No. 333-84701) filed on or about November 15, 2000.

Item 27. Number of Contract Owners.

At March 31, 2001, there were 3,094 Qualified Contract Owners and 3,996 Non-Qualified Contract Owners.

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Item 28. Indemnification.

Directors and officers of the Depositor and the principal underwriter are covered persons under Directors and Officers/Errors and Omissions liability insurance policies issued by ICI Mutual Insurance Company, Federal Insurance Company, Firemen's Fund Insurance Company, CNA and Lumberman's Mutual Casualty Company. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors and officers under such insurance policies, or otherwise, the Depositor has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Depositor of expenses incurred or paid by a director or officer in the successful defense of any action, suit or proceeding) is asserted by such director or officer in connection with the variable annuity contracts, the Depositor will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 29. Principal Underwriters.

Keyport Financial Services Corp. (KFSC) is principal underwriter of the variable annuity and variable life insurance contracts. KFSC is the principal underwriter for Variable Account A of Keyport Life Insurance Company. KFSC is also principal underwriter for Variable Account J and Variable Account K of Liberty Life Assurance Company of Boston; for Variable Account A of Keyport Benefit Life Insurance Company; for the KMA Variable Account and Keyport Variable Account-I of Keyport Life Insurance Company; and for the Independence Variable Annuity Separate Account and Independence Variable Life Separate Account of Independence Life and Annuity Acccount. KFSC receives no compensation for its services.

The directors and officers of Keyport Financial Services Corp. are:

<R>

Name and Principal	Position and Offices
Business Address*	with Underwriter
Paul T. Holman	Director and Assistant Clerk
James J. Klopper	Director, President and Clerk
Daniel C. Bryant	Director and Vice President
Rogelio P. Japlit	Treasurer
Donald A. Truman	Assistant Clerk

</R>

*125 High Street, Boston, Massachusetts 02110.

Item 30. Location of Accounts and Records.

Keyport Life Insurance Company, 125 High Street, Boston, Massachusetts 02110.

Item 31. Management Services.

Not applicable.

Item 32. Undertakings.

Incorporated by reference to Post-Effective Amendments Nos. 19 and 23 to Form N-4 (File No. 2-66388).

Representation

Depositor represents that the fees and charges deducted under the contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Depositor. Further, this representation applies to each form of the contract described in a prospectus and statement of additional information included in this registration statement.

THE SIGNATURES

<R>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf, in the City of Boston and State of Massachusetts, on this 20th day of April, 2001.

			KMA Variable Account
			(Registrant)
		BY:	Keyport Life Insurance Company
			(Depositor)
		BY:	/s/ Philip K.Polkinghorn*
			Philip K. Polkinghorn
			President
*BY:	/s/ James J. Klopper	April 20, 2001
	James J. Klopper	Date
	Attorney-in-Fact

* James J. Klopper has signed this document on the indicated date on behalf of Mr. Polkinghorn pursuant to power of attorney duly executed by him and included as part of Exhibit 16 in Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 filed on or about December 10, 1999 (File No. 333-84701; 811-7543).

As required by the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

/s/ Frederick Lippitt*	/s/ Philip K. Polkinghorn*
Frederick Lippitt	Philip K. Polkinghorn
Director	President
	(Principal Executive Officer)
/s/ Robert C. Nyman*	/s/ Bernhard M. Koch*
Robert C. Nyman	Bernhard M. Koch
Director	Senior Vice President
	(Chief Financial Officer)
/s/ Philip K. Polkinghorn
Philip K. Polkinghorn
Director

*BY:	/s/ James J. Klopper	April 20, 2001
	James J. Klopper	Date
	Attorney-in-Fact

* James J. Klopper has signed this document on the indicated date on behalf of each of the above Directors and Officers of the Depositor pursuant to powers of attorney duly executed by such persons and incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement (File Nos. 333-84701; 811-7543) filed on or about December 10, 1999.

</R>

EXHIBIT INDEX

Item		Page
(10)	Consent of Independent Auditors