MERRILL LYNCH LIFE INSURANCE COMPANY
10-Q, 1995-11-14
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<PAGE>   1
 
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                   FORM 10-Q
 
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
 
                FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 1995
    COMMISSION FILE NUMBER 33-26322; 33-46827; 33-52254; 33-60290; 33-58303
 
                      MERRILL LYNCH LIFE INSURANCE COMPANY
             (Exact name of Registrant as specified in its charter)
 
                   ARKANSAS                                     91-1325756
         (State or other jurisdiction                         (IRS Employer
      of incorporation or organization)                    Identification No.)
 
                             800 SCUDDERS MILL ROAD
                          PLAINSBORO, NEW JERSEY 08536
                    (Address of Principal Executive Offices)
 
                                 (609) 282-1429
              (Registrant's telephone number including area code)
 
     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
 
                             Yes  X           No
                                 ---             ---

                     APPLICABLE ONLY TO CORPORATE ISSUERS:
 
     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
 
                                 COMMON 200,000
 
     REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a)
AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.

================================================================================
<PAGE>   2
PART I  Financial Information


<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(a wholly-owned subsidiary of Merrill Lynch Insurance Group,
Inc.)

BALANCE SHEETS
(Dollars in Thousands) (Unaudited)
<TABLE>
<CAPTION>

                                                                     September 30,      December 31,
                                                                         1995                1994
                                                                  -----------------    -----------------
<S>                                                               <C>                  <C>
INVESTMENTS:                                                                                
Fixed maturity securities available for sale, at estimated fair                             
 value (amortized cost: 1995 - $3,770,889; 1994 - $4,014,272)     $      3,863,847     $      3,867,833
Equity securities available for sale, at estimated fair value                                          
 (cost:  1995 - $19,225; 1994 - $15,946)                                    23,407               16,777
Mortgage loans on real estate                                              121,892              149,249
Real estate available for sale                                               8,149               12,955
Policy loans on insurance contracts                                      1,018,399              985,213
                                                                  -----------------    -----------------
  Total Investments                                                      5,035,694            5,032,027
                                                                  -----------------    -----------------
                                                                                                       
CASH AND CASH EQUIVALENTS                                                  115,354              139,087
ACCRUED INVESTMENT INCOME                                                  101,420               95,133
DEFERRED POLICY ACQUISITION COSTS                                          380,391              466,334
FEDERAL INCOME TAXES - DEFERRED                                             14,105               38,919
REINSURANCE RECEIVABLES                                                      1,562                1,832
RECEIVABLES FROM AFFILIATES - NET                                                0                3,113
OTHER ASSETS                                                                46,560               28,656
SEPARATE ACCOUNTS ASSETS                                                 6,623,361            5,798,973
                                                                  -----------------    -----------------
                                                                                                       
TOTAL ASSETS                                                      $     12,318,447     $     11,604,074
                                                                  =================    =================
</TABLE>










See notes to financial statements.                                (Continued)
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(a wholly-owned subsidiary of Merrill Lynch Insurance Group,
Inc.)

BALANCE SHEETS
(Concluded) (Dollars in Thousands) (Unaudited)
<TABLE>
<CAPTION>


LIABILITIES AND STOCKHOLDER'S EQUITY                                 September 30,      December 31,
                                                                         1995                 1994
                                                                  -----------------    -----------------
<S>                                                               <C>                  <C>             
LIABILITIES:                                                                                
POLICY LIABILITIES AND ACCRUALS:
  Policyholders' account balances                                 $      4,908,117     $      5,148,971
  Claims and claims settlement expenses                                     28,247               26,177
                                                                  -----------------    -----------------  
   Total policy liabilities and accruals                                 4,936,364            5,175,148
                                                                  -----------------    -----------------
                                                                                                       
OTHER POLICYHOLDER FUNDS                                                    12,335               21,221
LIABILITY FOR GUARANTY FUND ASSESSMENTS                                     22,848               24,774
OTHER LIABILITIES                                                           33,790               36,775
FEDERAL INCOME TAXES - CURRENT                                              24,055                2,274
AFFILIATED PAYABLES                                                          7,963                    0
SEPARATE ACCOUNTS LIABILITIES                                            6,614,950            5,784,311
                                                                  -----------------    -----------------
   Total Liabilities                                                    11,652,305           11,044,503
                                                                  -----------------    -----------------
                                                                                                       
                                                                                                       
STOCKHOLDER'S EQUITY:                                                                                  
 Common stock, $10 par value - 200,000 shares                                                          
    authorized, issued and outstanding                                       2,000                2,000
 Additional paid-in capital                                                535,450              535,450
 Retained earnings                                                         125,429               66,005
 Net unrealized investment gain (loss)                                       3,263              (43,884)
                                                                  -----------------    -----------------
  Total Stockholder's Equity                                               666,142              559,571
                                                                  -----------------    -----------------
                                                                                                       
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                        $     12,318,447     $     11,604,074
                                                                  =================    =================
</TABLE>









See notes to financial statements.                
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(a wholly-owned subsidiary of Merrill Lynch Insurance Group,
Inc.)

STATEMENTS OF EARNINGS
(Dollars in Thousands) (Unaudited)
<TABLE>
<CAPTION>


                                                                            Nine Months Ended  
                                                                              September 30,             
                                                                  --------------------------------------
                                                                         1995                1994
                                                                  -----------------    -----------------
<S>                                                               <C>                  <C>        
REVENUES:                                                                                   
 Investment revenue:                                                                        
  Net investment income                                           $        285,266     $        333,167
  Net realized investment gains (losses)                                     2,543              (10,587)
 Policy charge revenue                                                     103,973               83,211
                                                                  -----------------    -----------------
   Total Revenues                                                          391,782              405,791
                                                                  -----------------    -----------------
                                                                                                       
BENEFITS AND EXPENSES:                                                                                 
 Interest credited to policyholders' account balances                      198,254              243,735
 Market value adjustment expense                                             2,973                6,143
 Policy benefits (net of reinsurance recoveries:  1995 - $5,454;                                       
  1994 - $4,647)                                                            14,953               12,353
 Reinsurance premium ceded                                                  10,363               10,444
 Amortization of deferred policy acquisition costs                          41,501               53,624
 Insurance expenses and taxes                                               32,508               28,056
                                                                  -----------------    -----------------
   Total Benefits and Expenses                                             300,552              354,355
                                                                  -----------------    -----------------
                                                                                                       
   Earnings Before Federal Income Tax Provision                             91,230               51,436
                                                                  -----------------    -----------------
                                                                                                       
FEDERAL INCOME TAX PROVISION (BENEFIT):                                                                
 Current                                                                    32,378               20,229
 Deferred                                                                     (572)              (9,227)
                                                                  -----------------    -----------------
   Total Federal Income Tax Provision                                       31,806               11,002
                                                                  -----------------    -----------------
                                                                                                       
NET EARNINGS                                                      $         59,424     $         40,434
                                                                  =================    ================= 
</TABLE>



See notes to financial statements.
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(a wholly-owned subsidiary of Merrill Lynch Insurance Group,
Inc.)

STATEMENTS OF EARNINGS
(Dollars in Thousands) (Unaudited)
<TABLE>
<CAPTION>


                                                                           Three Months Ended      
                                                                              September 30,             
                                                                  --------------------------------------
                                                                         1995                1994
                                                                  -----------------    -----------------
<S>                                                               <C>                  <C>        
REVENUES:                                                                                   
 Investment revenue:                                                                        
  Net investment income                                           $         93,137     $        102,149
  Net realized investment gains (losses)                                     1,209                 (414)
 Policy charge revenue                                                      34,669               29,370
                                                                  -----------------    -----------------
   Total Revenues                                                          129,015              131,105
                                                                  -----------------    -----------------
                                                                                                       
BENEFITS AND EXPENSES:                                                                                 
 Interest credited to policyholders' account balances                       64,009               71,661
 Market value adjustment expense                                             1,757                  631
  Policy benefits (net of reinsurance recoveries:  1995 - $1,458;                                      
  1994 - $1,436)                                                             4,130                4,289
 Reinsurance premium ceded                                                   3,434                3,451
 Amortization of deferred policy acquisition costs                           7,830               17,338
 Insurance expenses and taxes                                               12,253                9,040
                                                                  -----------------    -----------------
   Total Benefits and Expenses                                              93,413              106,410
                                                                  -----------------    -----------------
                                                                                                       
   Earnings Before Federal Income Tax Provision                             35,602               24,695
                                                                  -----------------    -----------------
                                                                                                       
FEDERAL INCOME TAX PROVISION (BENEFIT):                                                                
 Current                                                                    11,533                9,212
 Deferred                                                                      811               (7,466)
                                                                  -----------------    -----------------
   Total Federal Income Tax Provision                                       12,344                1,746
                                                                  -----------------    -----------------
                                                                                                       
NET EARNINGS                                                      $         23,258     $         22,949
                                                                  =================    =================
</TABLE>



See notes to financial statements.
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(a wholly-owned subsidiary of Merrill Lynch Insurance Group,
Inc.)

STATEMENTS OF STOCKHOLDER'S EQUITY
(Dollars in Thousands) (Unaudited)
<TABLE>
<CAPTION>

                                                                                          Net               
                                                        Additional                    unrealized         Total
                                        Common          paid-in        Retained       investment     stockholder's
                                         stock          capital        earnings       gain (loss)        equity
                                     -------------      -----------    ------------   -------------  --------------
<S>                                  <C>                <C>            <C>            <C>            <C>        
BALANCE, JANUARY 1, 1994             $      2,000       $  637,590     $    47,860    $       (395)  $     687,055
                                                                                                                  
 Dividend to Parent                             0         (102,140)        (47,860)              0        (150,000)
                                                                                                                  
 Net earnings                                   0                0          66,005               0          66,005
                                                                                                                  
 Net unrealized investment loss                 0                0               0         (43,489)        (43,489)
                                     -------------      -----------    ------------   -------------  --------------
BALANCE, DECEMBER 31, 1994                  2,000          535,450          66,005         (43,884)        559,571
                                                                                                                 
 Net earnings                                   0                0          59,424               0          59,424
                                                                                                                  
 Net unrealized investment gain                 0                0               0          47,147          47,147
                                     -------------      -----------    ------------   -------------  --------------
BALANCE, SEPTEMBER 30, 1995          $      2,000       $  535,450     $   125,429    $      3,263   $     666,142
                                     =============      ===========    ============   =============  ==============
</TABLE> 


See notes to financial statements.
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(a wholly-owned subsidiary of Merrill Lynch Insurance Group,
Inc.)

STATEMENTS OF CASH FLOWS
(Dollars in Thousands) (Unaudited)
<TABLE>
<CAPTION>


                                                                          Nine Months Ended              
                                                                             September 30,
                                                                  --------------------------------------
                                                                         1995                1994
                                                                  -----------------    -----------------
<S>                                                               <C>                  <C>        
OPERATING ACTIVITIES:                                                                       
 Net earnings                                                     $         59,424     $         40,434
  Adjustments to reconcile net earnings to net cash and cash                                           
   equivalents provided (used) by operating activities:
   Amortization of deferred policy acquisition costs                        41,501               53,624
   Capitalization of policy acquisition costs                              (38,984)             (90,955)
   Depreciation and amortization                                            (5,382)              (2,985)
   Net realized investment (gains) losses                                   (2,543)              10,587
   Interest credited to policyholders' account balances                    198,254              243,735
   Benefit for deferred Federal income tax                                    (572)              (9,227)
  Cash and cash equivalents provided (used) by changes in                                              
   operating assets and liabilities:
   Accrued investment income                                                (6,287)              18,555
   Claims and claims settlement expenses                                     2,070                5,416
   Federal income taxes - current                                           21,781                 (909)
   Other policyholder funds                                                 (8,886)             (15,355)
   Liability for guaranty fund assessments                                  (1,926)              (2,970)
   Receivable / payable from affiliates - net                               11,076               (2,816)
  Change in policy loans                                                   (33,186)             (44,551)
  Change in investment trading securities                                        0                  873
  Other, net                                                               (21,664)             (29,897)
                                                                  -----------------    -----------------
   Net cash and cash equivalents provided by operating                                                 
    activities                                                             214,676              173,559
                                                                  -----------------    -----------------
                                                                                                       
INVESTING ACTIVITIES:                                                                                  
 Fixed maturity securities sold                                            486,579              653,327
 Fixed maturity securities matured                                         443,195            1,066,944
 Fixed maturity securities purchased                                      (679,709)            (467,420)
 Equity securities available for sale sold                                   2,622               16,876
 Equity securities available for sale purchased                             (5,363)                   0
 Mortgage loans on real estate - purchased                                  (3,608)                   0
 Mortgage loans on real estate principal payments received                  30,123               31,872
 Real estate available for sale - improvements acquired                       (589)              (1,323)
 Real estate available for sale sold                                         7,435                8,616
 Investment in Separate Accounts                                              (316)             (15,076)
 Recapture of investment in Separate Accounts                                6,559                    0
                                                                  -----------------    -----------------
   Net cash and cash equivalents provided by investing                                                 
    activities                                                             286,928            1,293,816
                                                                  -----------------    -----------------
</TABLE>

See notes to financial statements                  (continued)
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(a wholly-owned subsidiary of Merrill Lynch Insurance Group,
Inc.)

STATEMENTS OF CASH FLOWS
(Concluded) (Dollars in Thousands) (Unaudited)
<TABLE>
<CAPTION>


                                                                            Nine Months Ended 
                                                                              September 30,
                                                                  --------------------------------------
                                                                         1995                1994
                                                                  -----------------    -----------------
<S>                                                               <C>                  <C>      
FINANCING ACTIVITIES:                                                                       
 Policyholders' account balances:                                                           
  Deposits                                                                 436,661              771,832
  Withdrawals (includes transfers to Separate Accounts)                   (961,996)          (2,264,628)
                                                                  -----------------    ----------------- 
   Net cash and cash equivalents used by financing activities             (525,335)          (1,492,796)
                                                                  -----------------    -----------------
                                                                                                       
NET DECREASE IN CASH AND CASH EQUIVALENTS                                  (23,733)             (25,421)
                                                                                                       
CASH AND CASH EQUIVALENTS:                                                                             
 Beginning of year                                                         139,087              122,218
                                                                  -----------------    -----------------  
 End of period                                                    $        115,354     $         96,797
                                                                  =================    =================
                                                                                            
Supplementary Disclosure of Cash Flow Information:                                          
 Cash paid for:                                                                             
  Federal income taxes                                            $         10,597     $         10,122
  Intercompany interest                                           $            995     $            311
                                                                                            
</TABLE>              



See notes to financial statements
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(a wholly-owned subsidiary of Merrill Lynch Insurance Group,
Inc.)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1:  BASIS OF PRESENTATION:

Merrill Lynch Life Insurance Company (the "Company") is a wholly-
owned subsidiary of Merrill Lynch Insurance Group, Inc. ("MLIG").
The  Company  is an indirect wholly-owned subsidiary  of  Merrill
Lynch & Co., Inc. ("Merrill Lynch & Co."). The Company sells life
insurance and annuity products, including variable life insurance
and variable annuities.

The  condensed  financial statements included  herein  have  been
prepared by the Company without audit, pursuant to the rules  and
regulations  of the Securities and Exchange Commission.   Certain
information   and  footnote  disclosures  normally  included   in
financial   statements  prepared  in  accordance  with  generally
accepted  accounting  principles have been condensed  or  omitted
pursuant  to  such  rules and regulations.   In  the  opinion  of
management,  the unaudited financial statements presented  herein
include  all  adjustments (consisting only  of  normal  recurring
accruals)  necessary  for a fair presentation  of  the  financial
position  and  the  results  of  operations  in  accordance  with
generally   accepted  accounting  principles  for   the   periods
presented.   Results for the three months and nine  months  ended
September  30,  1995 and 1994 are not necessarily  indicative  of
annual  results. These unaudited financial statements  should  be
read  in conjunction with the financial statements and the  notes
thereto included in the Company's 1994 Annual Report on Form 10-K
("1994 Report").


NOTE 2.  STATUTORY ACCOUNTING PRACTICES:

The  Company  maintains  its  statutory  accounting  records   in
conformity  with accounting practices prescribed or permitted  by
the  Insurance  Department  of the  State  of  Arkansas  and  the
National   Association  of  Insurance  Commissioners.   Statutory
capital and surplus at September 30, 1995 and December 31,  1994,
was  $383.5  million and $264.4 million, respectively.   For  the
nine  months  ended  September 30, 1995 and 1994,  statutory  net
income was $106.7 million and $15.2 million, respectively.


NOTE 3.  ACCOUNTING CHANGES:

In  the  first quarter of 1995, the Company adopted Statement  of
Financial  Accounting Standards ("SFAS") No. 114, "Accounting  by
Creditors for Impairment of a Loan" and SFAS No. 118, "Accounting
by  Creditors  for Impairment of a Loan - Income Recognition  and
Disclosures".  SFAS No. 114 establishes accounting standards  for
creditors  to measure the impairment of certain loans.  SFAS  No.
118  amends  SFAS  No.  114 to allow creditors  to  use  existing
methods  for  recognizing interest income on  an  impaired  loan,
rather  than the method originally required by SFAS No. 114.  The
impact   of  these  pronouncements  on  the  Company's  financial
statements as of September 30, 1995 was not material.


NOTE 4.  INVESTMENTS:

The  Company's  investments  in debt and  equity  securities  are
classified as available for sale and are recorded at fair  value.
The  Company  is  required to adjust deferred policy  acquisition
costs  and  certain  policyholder  liabilities  associated   with
investments  classified as available for sale. These  adjustments
are   recorded  in  stockholder's  equity  and  assume  that  the
unrealized  gain  or  loss on available for sale  securities  was
realized. These investments primarily support in-force, universal
life-type  contracts under SFAS No. 97, "Accounting and Reporting
by  Insurance Enterprises for Certain Long-Duration Contracts and
for  Realized Gains and Losses from the Sale of Investments". The
table that follows provides the components of the unrealized gain
(loss)  recorded in stockholder's equity for available  for  sale
investments:
<TABLE>
<CAPTION>

                                                               Sept. 30,            Dec. 31,
                                                                 1995                 1994
                                                              -----------           -----------
                                                                       (In Thousands)
                                                              <C>                   <C>
 Assets:                                                                                
  Fixed maturity securities available for sale                $   92,958            $ (146,439)
  Equity securities available for sale                             3,261                   831
  Deferred policy acquisition costs                              (11,206)               72,220
  Federal income taxes - deferred                                 (1,757)               23,629        
  Separate Account Assets                                           (190)                 (549)
                                                              -----------           -----------
                                                                  83,066               (50,308)      
                                                              -----------           -----------
 Liabilities:                                                                                         
  Policyholders' account balances                                 79,803                (6,424)       
                                                              -----------           ----------- 
 Stockholder's equity:                                                                      
  Net unrealized investment gain (loss)                       $    3,263            $  (43,884)      
                                                              ===========           ===========
</TABLE>
<PAGE>
Item  2   Management's  Narrative  Analysis  of  the  Results  of
Operations

This Management's Narrative Analysis of the Results of Operations
should  be  read  in conjunction with the accompanying  unaudited
financial statements and notes thereto, in addition to  the  1994
Financial  Statements and Notes to Financial Statements  and  the
Management's  Discussion and Analysis of Financial Condition  and
Results of Operations filed in the 1994 Report.

Changes  in  revenues and expenses in most cases are similar  for
the three month and nine month periods. Therefore, the discussion
emphasizes  the comparison between the nine months  of  1995  and
1994,  with  additional information on the  three  month  periods
presented where appropriate.

Business Overview

The  Company's earnings are principally derived from two sources;
the  net  investment income from investment of  fixed  rate  life
insurance  and  annuity  contract owner  deposits  less  interest
credited  to contract owners, commonly known as spread, and  fees
charged  to variable life insurance and variable annuity contract
owners.  The  costs  associated  with  acquiring  contract  owner
deposits  are  amortized over the period  in  which  the  Company
anticipates holding those funds. In addition, the Company  incurs
expenses associated with the maintenance of in-force contracts.

New  life insurance premiums and annuity deposits received in the
first  nine  months of 1995 and 1994 were $437 million  and  $772
million, respectively. Variable annuity deposits received  during
the  first  nine  months of 1995 decreased $380 million  to  $255
million as compared to the same period in 1994. However, modified
guaranteed  annuity sales increased $48 million to  $107  million
during  the  first nine months of 1995. The increase in  modified
guaranteed  annuity sales trended higher during the  first  three
months  of  1995; however, sales decreased during  the  next  six
months  as  interest rates declined. The decline  in  total  life
insurance  and  annuity deposits received during the  first  nine
months  of  1995  as  compared to the  same  period  in  1994  is
reflective  of  increased competition by non-affiliated  insurers
whose  products may also be sold through Merrill  Lynch  &  Co.'s
retail distribution network.

During  the first nine months of 1995, approximately $522 million
of  fixed deferred annuity liabilities reached the expiration  of
their  interest  rate guarantee period. At the expiration  of  an
interest rate guarantee period, the contract owner has an  option
to  either  surrender the contract without incurring a  surrender
charge,  or  to  "renew"  with  an  adjustment  of  the  interest
crediting rate to the prevailing rate at the time of renewal. The
Company  has offered those contract owners electing to  surrender
the  opportunity to exchange their contract for either a variable
annuity  or market value adjusted annuity contract. The following
table         summarizes the contract owners' selections for  the
first nine months of 1995 and 1994:
<TABLE>
<CAPTION>

                                                        1995                     1994
                                                -------------------    ------------------- 
                                                 Amount         %       Amount         %
                                                --------      -----    --------      -----
                                                           (Dollars in Millions)
 <S>                                            <C>           <C>      <C>           <C>
 Renewed with an adjustment to the                                                    
  applicable interest crediting rate            $   124         24%    $   262         17%
 Exchanged into either the variable annuity                                             
  product or the market value adjusted                                                  
  annuity product offered by the Company            175         34%        735         45%
 Surrendered                                        223         42%        602         38%
                                                --------      -----    --------      -----
 Total                                          $   522        100%    $ 1,599        100%
                                                ========      =====    ========      =====
</TABLE>

The  rates  of  renewal, exchange and surrender  experienced  are
consistent with management's expectations.

To  fund  all business activities, the Company maintains  a  high
quality  and  liquid investment portfolio. As  of  September  30,
1995,  the Company's assets included $3.3 billion of cash, short-
term  investments  and  investment grade  publicly  traded  fixed
maturity  securities  that  could be  liquidated  if  funds  were
required.

As  of  September 30, 1995, approximately $186 million (4.8%)  of
the  Company's  fixed  maturity securities were  considered  non-
investment  grade.  The Company defines non-investment  grade  as
unsecured corporate debt obligations which do not have  a  rating
equivalent  to  Standard and Poor's BBB  or  higher  (or  similar
rating  agency),  and  are not guaranteed by  an  agency  of  the
federal   government.    Non-investment  grade   securities   are
speculative  and  are  subject  to  significantly  greater  risks
related  to the creditworthiness of the issuers and the liquidity
of the market for such securities. The Company carefully selects,
and closely monitors, such investments.

During  the first nine months of 1995, the Company foreclosed  on
one  mortgage  loan with a current estimated fair value  of  $1.3
million. Additionally, during the first nine months of 1995,  the
Company  sold two real estate properties with a combined carrying
value  of  $5  million  for  a gain of $1  million.  The  Company
continues  to carry reserves of $36 million for potential  losses
from mortgage loans.

Results of Operations

For the nine month periods ended September 30, 1995 and 1994, the
Company  reported  net earnings of $59 million and  $40  million,
respectively. The Company reported $23 million for  each  of  the
three month periods ended September 30, 1995 and 1994.

Net  investment  income and interest credited  to  policyholders'
account balances for the nine months ended September 30, 1995  as
compared   to   the  same  period  in  1994  have   declined   by
approximately   $48   million  and  $45  million,   respectively,
resulting  in  a  $3  million reduction in interest  spread.  The
reductions  in  net  investment  income,  interest  credited   to
policyholders' account balances and interest spread are primarily
attributable to the reduction in fixed rate contracts in-force.

The Company experienced net realized investment gains (losses) of
$3  million and $(11) million for the nine months ended September
30,  1995  and  1994,  respectively. During 1994,  the  Company's
trading  portfolio  experienced  $12  million  of  realized   and
unrealized  losses.  The  Company ceased  utilizing  the  trading
portfolios  during  the  fourth quarter 1994.  Additionally,  the
Company  recorded  $4  million  of valuation  allowances  on  its
commercial  mortgage  loan portfolio during 1994.  No  commercial
mortgage  loan  valuation allowances have  been  recorded  during
1995.  The remaining change in realized investment gains (losses)
is  primarily  attributable to normal  sales  activity  from  the
available for sale portfolios.

Policy  charge revenue increased approximately $21 million during
the  current nine month period as compared to the same period  in
1994. MLIG and Merrill Lynch Asset Management, L.P. ("MLAM") have
entered into an agreement pursuant to which MLAM paid to MLIG  an
administrative services fee in an amount equal to  a  portion  of
the  annual gross investment advisory fees received by MLAM  from
Merrill Lynch Series Fund, Inc. ("Series Fund") and Merrill Lynch
Variable  Series  Funds,  Inc.  ("Variable  Series  Funds").  The
Company  invests  in the various mutual fund  portfolios  of  the
Series Fund and the Variable Series Funds in connection with  the
variable life insurance and variable annuities the Company has in-
force.  During 1995, the Company recorded $9 million  of  revenue
attributable  to  this agreement and which was allocated  to  the
Company  pursuant  to  it's  service  agreement  with  MLIG.  The
remaining   increase  in  policy  charge  revenue  is   primarily
attributable  to the increase in policyholders' account  balances
of the variable annuity product.

The  market  value  adjustment expense  is  attributable  to  the
Company's  market value adjusted annuity product.  This  contract
provision  results  in  a  market value adjustment  to  the  cash
surrender  value of those contracts which are surrendered  before
the  expiration  of  their interest rate  guarantee  period.  The
market  value adjustment expense has decreased $3 million  during
the  current  nine month period as compared to  the  same  period
during   1994  primarily  as  a  result  of  the  interest   rate
environment  during 1995 as compared to 1994.  During  the  first
nine  months  of  1994 interest rates were generally  lower  than
during the first nine months of 1995. The market value adjustment
expense  generally  changes in an inverse relationship  with  the
movement  of interest rates. Interest rates were generally  lower
during  the  third quarter 1995 as compared to  the  same  period
during  1994 resulting in the $1 million increase in  the  market
value adjustment expense between the three month periods.

Policy  benefits  increased approximately  $3  million  from  $17
million for the first nine months of 1994 to $20 million for  the
current   nine   month   period.  This  increase   is   primarily
attributable to an increase in mortality claims during the  first
nine months of 1995 as compared to the same period during 1994.

Amortization  of deferred policy acquisition costs  declined  $12
million during the current nine month period as compared  to  the
same  period during 1994. During the current quarter, the Company
reevaluated  the expected gross profits on certain of  it's  life
insurance and annuity in-force contracts and determined that life
to  date  amortization  required adjustment.  As  a  result,  the
Company  recorded a reduction in amortization of $8  million.  In
addition, there was a decline in fixed annuity contracts in-force
partially offset by the increase in variable annuity contracts in-
force.

Insurance  expenses  and taxes increased $4  million  during  the
current nine month period as compared to the same period in 1994.
This  increase is primarily attributable to an increase  in  non-
capitalizable  commission  expense  paid  on  in-force  life  and
annuity contracts.

The  Company's  effective federal income tax rate increased  from
21%  during  the first nine months of 1994 to 35%  for  the  same
period  during  1995,  principally as a result  of  recording  an
adjustment  to pre-1994 tax liabilities during the third  quarter
1994.





























 
                                       I-1
<PAGE>   3
 
PART II  Other Information
 
Item 1.  Legal Proceedings.
 
        Nothing to report.
 
Item 5.  Other Information.
 
        Nothing to report.
 
Item 6.  Exhibits and Reports on Form 8-K.
 
        (a) Exhibits.
 
            Financial Data Schedule.
 
        (b) Reports on Form 8-K.
 
           None.
 
                                       I-2
<PAGE>   4
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
                                       MERRILL LYNCH LIFE INSURANCE COMPANY
 
                                         /s/  JOSEPH E. CROWNE
 
                                       -----------------------------------------
 
                                              Joseph E. Crowne
                                            Senior Vice President and
                                            Chief Financial Officer
 
Date: November 14, 1995
 
                                       I-3
<PAGE>   5
                                EXHIBIT INDEX
                                -------------

Exhibit
  No.          Description
- -------        -----------

  27           Financial Data Schedule


<TABLE> <S> <C>

<ARTICLE> 7
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<DEBT-HELD-FOR-SALE>                         3,863,847
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                      23,407
<MORTGAGE>                                     121,892
<REAL-ESTATE>                                    8,149
<TOTAL-INVEST>                               5,035,694
<CASH>                                         115,354
<RECOVER-REINSURE>                               1,562
<DEFERRED-ACQUISITION>                         380,391
<TOTAL-ASSETS>                              12,318,447
<POLICY-LOSSES>                                 28,247
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                  12,335
<POLICY-HOLDER-FUNDS>                        4,908,117
<NOTES-PAYABLE>                                      0
<COMMON>                                         2,000
                                0
                                          0
<OTHER-SE>                                     664,142
<TOTAL-LIABILITY-AND-EQUITY>                12,318,447
                                           0
<INVESTMENT-INCOME>                            285,266
<INVESTMENT-GAINS>                               2,543
<OTHER-INCOME>                                 103,973
<BENEFITS>                                      14,953
<UNDERWRITING-AMORTIZATION>                     41,501
<UNDERWRITING-OTHER>                            32,508
<INCOME-PRETAX>                                 91,230
<INCOME-TAX>                                    31,806
<INCOME-CONTINUING>                             59,424
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    59,424
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
        

</TABLE>


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