MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT, 485APOS, 1996-02-29

MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
485APOS, 1996-02-29

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 1996

REGISTRATION NO. 33-55472
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

POST-EFFECTIVE AMENDMENT NO. 6

FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF THE SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
------------------------

MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
(Exact name of trust)
MERRILL LYNCH LIFE INSURANCE COMPANY
(Name of depositor)

800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
(Complete address of depositor's principal executive offices)

------------------------
BARRY G. SKOLNICK, ESQ.
Senior Vice President & General Counsel
Merrill Lynch Life Insurance Company
800 Scudders Mill Road
Plainsboro, New Jersey 08536
(Name and complete address of agent for service)

------------------------
Copy to:
STEPHEN E. ROTH, ESQ.
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, NW
Washington, DC 20004-2404
------------------------
It is proposed that this filing will become effective (check appropriate box)

/ / immediately upon filing pursuant to paragraph (b)

/ / on (date) pursuant to paragraph (b)

/ / 60 days after filing pursuant to paragraph (a)(1)

/X/ on May 1, 1996 pursuant to paragraph (a)(1) of Rule 485

/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment

Check box if it is proposed that the filing will become effective on (date)
at (time) pursuant to Rule 487 / /

Pursuant to Rule 24f-2 of the Investment Company Act of 1940, the
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933. The Registrant filed the 24f-2 Notice for the year ended
December 31, 1995 on February 28, 1996.

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<PAGE> 2

MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
MERRILL LYNCH LIFE INSURANCE COMPANY
------------------------

CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2
------------------------

<TABLE>
<CAPTION>
N-8B-2 ITEM CAPTION IN PROSPECTUS
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<C> <S>
1 Cover Page
2 Cover Page
3 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trusts and Merrill Lynch Life; More About the Separate Account and its
Divisions
4 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trust and Merrill Lynch Life (Merrill Lynch Life and MLPF&S); More About
the Contract (Selling the Contracts)
5 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trusts and Merrill Lynch Life (Merrill Lynch Life and MLPF&S); More About
Merrill Lynch Life Insurance Company (State Regulation)
6 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trusts and Merrill Lynch Life (The Separate Account)
7 Not Applicable
8 Experts
9 More About Merrill Lynch Life Insurance Company (Legal Proceedings)
10 Summary of the Contract; Facts About the Contract; More About the Contract; More
About the Separate Account and its Divisions
11 Summary of the Contract (The Investment Divisions); Facts About the Separate
Account, the Series Fund, the Variable Series Funds, the Zero Trusts and
Merrill Lynch Life; More About the Separate Account and its Divisions (About
the Separate Account; The Zero Trusts)
12 Summary of the Contract (The Investment Divisions); Facts About the Separate
Account, the Series Fund, the Variable Series Funds, the Zero Trusts and
Merrill Lynch Life; More About the Separate Account and its Divisions
13 Summary of the Contract (Loans; Fees and Charges); Facts About the Contract
(Charges Deducted from the Investment Base; Contract Loading; Charges to the
Separate Account; Guarantee Period; Cash Value; Loans; Partial Withdrawals;
Death Benefit Proceeds; Payment of Death Benefit Proceeds; Rights to Cancel or
Convert); More About the Contract (Group or Sponsored Arrangements; Merrill
Lynch Life's Income Taxes); More About the Separate Account and its Divisions
(Charges to Series Fund Assets; Charges to Variable Series Funds Assets)
14 Facts About the Contract (Who May Be Covered; Purchasing a Contract; Additional
Payments); More About the Contract (Other Contract Provisions)
15 Summary of the Contract (Availability and Payments); Facts About the Contract
(Purchasing a Contract; Additional Payments); More About the Contract (Income
Plans)
16 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trusts and Merrill Lynch Life; More About the Separate Account and its
Divisions.
17 Summary of the Contract (Net Cash Surrender Value; Rights to Cancel ("Free Look"
Period) or Convert; Partial Withdrawals); Facts About the Contract (Cash Value;
Partial Withdrawals; Rights to Cancel or Convert); More About the Contract
(Using the Contract; Some Administrative Procedures)
</TABLE>
<PAGE> 3

<TABLE>
<CAPTION>
N-8B-2 ITEM CAPTION IN PROSPECTUS
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<C> <S>
18 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trusts and Merrill Lynch Life; More About the Separate Account and its
Divisions
19 More About Merrill Lynch Life Insurance Company
20 Not Applicable
21 Summary of the Contract (Loans); Facts About the Contract (Loans)
22 Not Applicable
23 Not Applicable
24 Not Applicable
25 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trusts and Merrill Lynch Life (Merrill Lynch Life and MLPF&S); More About
Merrill Lynch Life Insurance Company
26 Note Applicable
27 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trusts and Merrill Lynch Life (Merrill Lynch Life and MLPF&S); More About
Merrill Lynch Life Insurance Company
28 More About Merrill Lynch Life Insurance Company (Directors and Executive
Officers)
29 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trusts and Merrill Lynch Life (Merrill Lynch Life and MLPF&S)
30 Not Applicable
31 Not Applicable
32 Not Applicable
33 Not Applicable
34 Not Applicable
35 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trusts and Merrill Lynch Life (Merrill Lynch Life and MLPF&S)
36 Not Applicable
37 Not Applicable
38 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trusts and Merrill Lynch Life (Merrill Lynch Life and MLPF&S); More About
the Contract (Selling the Contracts)
39 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trusts and Merrill Lynch Life (Merrill Lynch Life and MLPF&S); More About
the Contract (Selling the Contracts)
40 More About the Contract (Selling the Contracts)
41 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trusts and Merrill Lynch Life (Merrill Lynch Life and MLPF&S); More About
the Contract (Selling the Contracts)
42 Not Applicable
43 Not Applicable
44 Facts About the Contract; More About the Contract
45 Not Applicable
46 Summary of the Contract; Facts About the Contract (Cash Value; Partial
Withdrawals)
</TABLE>
<PAGE> 4

<TABLE>
<CAPTION>
N-8B-2 ITEM CAPTION IN PROSPECTUS
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<C> <S>
47 Summary of the Contract (The Investment Divisions); Facts About the Separate
Account, the Series Fund, the Variable Series Funds, the Zero Trusts and
Merrill Lynch Life; More About the Separate Account and its Divisions
48 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trusts and Merrill Lynch Life (Merrill Lynch Life and MLPF&S); More About
Merrill Lynch Life (State Regulation)
49 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trusts and Merrill Lynch Life; Facts About the Contract (Charges Deducted
from the Investment Base; Contract Loading; Charges to the Separate Account);
More About the Contract (Selling the Contracts)
50 Not Applicable
51 Facts About the Contract; More About the Contract
52 Facts About the Separate Account, the Series Fund, the Variable Series Funds, the
Zero Trusts and Merrill Lynch Life; More About the Separate Account and its
Investment Divisions
53 More About the Contract (Tax Considerations; Merrill Lynch Life's Income Taxes)
54 Not Applicable
55 Not Applicable
56 Not Applicable
57 Not Applicable
58 Not Applicable
59 More About Merrill Lynch Life Insurance Company (Financial Statements)
</TABLE>
<PAGE> 5

PROSPECTUS

May 1, 1996

MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT

FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE
UNIVERSAL LIFE INSURANCE CONTRACT
ISSUED BY
MERRILL LYNCH LIFE INSURANCE COMPANY
HOME OFFICE: LITTLE ROCK, ARKANSAS 72201
SERVICE CENTER: P.O. BOX 9025
SPRINGFIELD, MASSACHUSETTS 01102-9025
1414 MAIN STREET, THIRD FLOOR
SPRINGFIELD, MASSACHUSETTS 01104-1007
PHONE: (800) 354-5333
OFFERED THROUGH
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

This Prospectus is for a flexible premium joint and last survivor variable
universal life insurance contract (the "Contract") offered by Merrill Lynch Life
Insurance Company ("Merrill Lynch Life"), a subsidiary of Merrill Lynch & Co.,
Inc.

Through the first 14 days following the in force date, the initial payment less
contract loading will be invested only in the division investing in the Money
Reserve Portfolio. Thereafter, the investment base will be reallocated to any
five of the 34 investment divisions of Merrill Lynch Variable Life Separate
Account (the "Separate Account"), the Merrill Lynch Life separate investment
account available under the Contract. The investments available through the
investment divisions include 10 mutual fund portfolios of the Merrill Lynch
Series Fund, Inc., seven mutual fund portfolios of the Merrill Lynch Variable
Series Funds, Inc. and 17 unit investment trusts in The Merrill Lynch Fund of
Stripped ("Zero") U.S. Treasury Securities. Currently, the contract owner may
change his or her investment allocation as many times as desired.

The Contract provides an estate benefit through life insurance coverage on the
lives of two insureds with proceeds payable upon the death of the last surviving
insured. The Contract offers two death benefit options. At the election of the
contract owner, the death benefit may include the Contract's cash value.
Contract owners may purchase additional insurance through an additional
insurance rider, the amount of which may be increased or decreased subject to
certain conditions. Merrill Lynch Life guarantees that the coverage will remain
in force for the guarantee period. Each payment will extend the guarantee period
until such time as the guarantee period extends to the younger insured's
attained age 100. During this guarantee period, Merrill Lynch Life will
terminate the Contract only if the debt exceeds certain contract values. After
the guarantee period, the Contract will remain in force as long as there is not
excessive debt and as long as the cash value is sufficient to cover the charges
due. While the Contract is in force, the death benefit may vary to reflect the
investment results of the investment divisions chosen, but will generally never
be less than the current face amount or, after the younger insured's attained
age 100, the post-100 death benefit.

The Contract allows for additional payments. Contract owners may also borrow up
to the total loan value of the Contract, make partial withdrawals or turn in the
Contract for its net cash surrender value. The net cash surrender value will
vary with the investment results of the investment divisions chosen. Merrill
Lynch Life does not guarantee any minimum net cash surrender value.

It may not be advantageous to replace existing insurance with the Contract.
Within certain limits the Contract may be converted to a contract with benefits
that do not vary with the investment results of a separate account.

THE PURCHASE OF THIS CONTRACT INVOLVES CERTAIN RISKS. BECAUSE IT IS A VARIABLE
LIFE INSURANCE CONTRACT, THE VALUE OF THE CONTRACT REFLECTS THE INVESTMENT
PERFORMANCE OF THE SELECTED INVESTMENT OPTIONS. INVESTMENT RESULTS CAN VARY BOTH
UP AND DOWN AND CAN EVEN DECREASE THE VALUE OF PREMIUM PAYMENTS. THEREFORE,
CONTRACT OWNERS COULD LOSE ALL OR PART OF THE MONEY THEY HAVE INVESTED. MERRILL
LYNCH LIFE DOES NOT GUARANTEE THE VALUE OF THE CONTRACT. RATHER, CONTRACT OWNERS
BEAR ALL INVESTMENT RISKS.

LIFE INSURANCE IS INTENDED TO BE A LONG-TERM INVESTMENT. CONTRACT OWNERS SHOULD
EVALUATE THEIR INSURANCE NEEDS AND THE CONTRACT'S LONG-TERM INVESTMENT POTENTIAL
AND RISKS BEFORE PURCHASING THE CONTRACT.

PARTIAL WITHDRAWALS AND SURRENDER OF THE CONTRACT ARE SUBJECT TO TAX, AND BEFORE
THE CONTRACT OWNER ATTAINS AGE 59 1/2 MAY ALSO BE SUBJECT TO A 10% FEDERAL
PENALTY TAX. LOANS MAY BE TAXABLE IF THE CONTRACT BECOMES A "MODIFIED ENDOWMENT
CONTRACT."

PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT MUST BE
ACCOMPANIED BY CURRENT PROSPECTUSES FOR THE MERRILL LYNCH SERIES FUND, INC., THE
MERRILL LYNCH VARIABLE SERIES FUNDS, INC. AND THE MERRILL LYNCH FUND OF STRIPPED
("ZERO") U.S. TREASURY SECURITIES.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 6

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
IMPORTANT TERMS........................................................................ 4
SUMMARY OF THE CONTRACT
Purpose of the Contract.............................................................. 5
Availability and Payments............................................................ 5
CMA(R) Insurance Service............................................................. 6
The Investment Divisions............................................................. 6
How the Death Benefit Varies......................................................... 6
How the Investment Base Varies....................................................... 6
Net Cash Surrender Value............................................................. 7
Illustrations........................................................................ 7
Replacement of Existing Coverage..................................................... 7
Rights to Cancel ("Free Look" Period) or Convert..................................... 7
How Death Benefit and Cash Value Increases are Taxed................................. 7
Loans................................................................................ 8
Partial Withdrawals.................................................................. 8
Fees and Charges..................................................................... 8
FACTS ABOUT THE SEPARATE ACCOUNT, THE SERIES FUND, THE VARIABLE SERIES FUNDS, THE ZERO
TRUSTS AND MERRILL LYNCH LIFE
The Separate Account................................................................. 9
The Series Fund...................................................................... 9
The Variable Series Funds............................................................ 10
Certain Risks of the Series Fund and Variable Series Funds........................... 11
The Zero Trusts...................................................................... 11
Merrill Lynch Life and MLPF&S........................................................ 12
FACTS ABOUT THE CONTRACT
Who May be Covered................................................................... 12
Purchasing a Contract................................................................ 13
Additional Insurance Rider........................................................... 13
Additional Payments.................................................................. 14
Effect of Additional Payments........................................................ 15
Investment Base...................................................................... 15
Charges Deducted from the Investment Base............................................ 16
Contract Loading..................................................................... 17
Charges to the Separate Account...................................................... 17
Guarantee Period..................................................................... 18
Cash Value........................................................................... 19
Loans................................................................................ 19
Partial Withdrawals.................................................................. 21
Death Benefit Proceeds............................................................... 21
Payment of Death Benefit Proceeds.................................................... 24
Accelerated Benefit Rider............................................................ 24
Rights to Cancel or Convert.......................................................... 25
Reports to Contract Owners........................................................... 26
MORE ABOUT THE CONTRACT
Using the Contract................................................................... 26
Some Administrative Procedures....................................................... 27
Other Contract Provisions............................................................ 28
Income Plans......................................................................... 29
Group or Sponsored Arrangements...................................................... 30
Unisex Legal Considerations for Employers............................................ 30
Selling the Contracts................................................................ 30
Tax Considerations................................................................... 31
Merrill Lynch Life's Income Taxes.................................................... 34
Reinsurance.......................................................................... 35
</TABLE>

2
<PAGE> 7

<TABLE>
<CAPTION>
PAGE
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<S> <C>
MORE ABOUT THE SEPARATE ACCOUNT AND ITS DIVISIONS
About the Separate Account........................................................... 35
Changes Within the Account........................................................... 35
Net Rate of Return for an Investment Division........................................ 35
The Series Fund and the Variable Series Funds........................................ 36
Charges to Series Fund Assets........................................................ 37
Charges to Variable Series Funds Assets.............................................. 38
The Zero Trusts...................................................................... 38
ILLUSTRATIONS
Illustrations of Death Benefits, Investment Base, Net Cash Surrender Values and
Accumulated Payments.............................................................. 40
EXAMPLES
Additional Payments.................................................................. 46
Partial Withdrawals.................................................................. 47
Changing the Death Benefit Option.................................................... 48
MORE ABOUT MERRILL LYNCH LIFE INSURANCE COMPANY
Directors and Executive Officers..................................................... 49
Services Arrangement................................................................. 50
State Regulation..................................................................... 50
Legal Proceedings.................................................................... 50
Experts.............................................................................. 50
Legal Matters........................................................................ 50
Registration Statements.............................................................. 51
Financial Statements................................................................. 51
Financial Statements of Merrill Lynch Variable Life Separate Account.................
Financial Statements of Merrill Lynch Life Insurance Company.........................
</TABLE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.

3
<PAGE> 8

IMPORTANT TERMS

additional payment: is a payment which may be made after the "free look"
period. Additional payments do not require evidence of insurability.

adjusted face amount: is equal to the lesser of the face amount at the younger
insured's attained age 100, and the cash value as of the date of death plus the
net amount at risk at the younger insured's attained age 100. The adjusted face
amount is used to determine the death benefit under option 1 at and after the
younger insured's attained age 100.

attained age: is, for each insured, the issue age of the insured plus the
number of full years since the contract date.

base premium: is the amount equal to the level annual premium which would be
necessary for the face amount of the Contract to endow on the contract
anniversary nearest the younger insured's age 100. Merrill Lynch Life assumes
death benefit option 1 is elected and further assumes a 5% annual rate of return
on the base premium less contract loading and a maximum cost of insurance
charge. Once determined, the base premium will not change.

cash value: is equal to the investment base plus any unearned charges for cost
of insurance and rider costs plus any debt less any accrued net loan cost since
the last contract anniversary (or since the contract date during the first
contract year).

cash value corridor factor: is used to determine the amount of death benefit
purchased by $1.00 of cash value. Merrill Lynch Life uses this factor in the
calculation of the variable insurance amount to make sure that the Contract
always meets the requirements of what constitutes a life insurance contract
under the Internal Revenue Code.

contract anniversary: is the same date of each year as the contract date.

contract date: is used to determine processing dates, contract years and
anniversaries. It is usually the business day next following the receipt of the
initial payment at the Service Center. It is also referred to as the policy
date.

contract loading: is chargeable to all payments for sales load, federal tax and
premium tax charges.

death benefit: prior to the younger insured's attained age 100, if option 1 is
elected, it is the larger of the face amount and the variable insurance amount;
if option 2 is elected, it is the larger of the face amount plus the cash value
and the variable insurance amount. At and after the younger insured's attained
age 100, the post-100 death benefit will apply.

death benefit proceeds: are equal to the death benefit plus the amount of any
insurance provided by a rider, less any debt.

debt: is the sum of all outstanding loans on a Contract plus accrued interest.

excess sales load: a portion of the sales load calculated during the first two
policy years which is in excess of the amount specified under applicable
regulations in effect under the Investment Company Act of 1940 and therefore may
be refunded in the event of lapse or surrender during the first two policy
years. After policy year two, the excess sales load is zero.

face amount: is the minimum death benefit prior to the younger insured's
attained age 100, as long as the Contract remains in force. The face amount will
change if a change in death benefit option is made or if a partial withdrawal is
taken, and can be reduced subject to certain conditions.

fixed base: is calculated in the same manner as the cash value except that 4.5%
is substituted for the net rate of return, the guaranteed maximum cost of
insurance rates and guaranteed maximum rider costs are substituted for current
rates and loans and repayments are not taken into account. After the end of the
guarantee period, the fixed base is zero.

4
<PAGE> 9

guarantee period: is the time guaranteed that the Contract will remain in force
regardless of investment experience, unless the debt exceeds certain values. It
is the period that a comparable fixed life insurance contract (same face amount,
payments made, guaranteed mortality table, contract loading and guaranteed
maximum rider costs) would remain in force if credited with 4.5% interest per
year.

in force date: is the date when the underwriting process is complete, the
initial payment is received and outstanding contract amendments (if any) are
received.

initial payment: is the payment required to put the Contract into effect.

investment base: is the amount available under a Contract for investment in the
Separate Account at any time. A contract owner's investment base is the sum of
the amounts invested in each of the selected investment divisions.

investment division: is any division in the Separate Account.

issue age: is, for each insured, the insured's age as of his or her birthday
nearest the contract date.

issue date: is the date that the Contract is issued. The contestable and
suicide periods are measured from this date.

net amount at risk: is the excess, as of a processing date, of the death
benefit (adjusted for interest at an annual rate of 4.5%) over the cash value,
but before the deduction for cost of insurance. The net amount at risk at the
younger insured's attained age 100 is used to determine the death benefit under
option 1 at and after the younger insured's attained age 100.

net cash surrender value: is equal to the cash value less debt.

processing dates: are the contract date and the first day of each contract
quarter thereafter. Processing dates are the days when Merrill Lynch Life
deducts certain charges from the investment base.

processing period: is the period between consecutive processing dates.

target premium: is equal to 75% of the base premium.

variable insurance amount: is computed daily by multiplying the cash value
(plus certain excess sales load during the first 24 months after the Contract is
issued) by the cash value corridor factor for the younger insured at his or her
attained age.

SUMMARY OF THE CONTRACT

PURPOSE OF THE CONTRACT

This flexible premium joint and last survivor variable universal life insurance
contract offers a choice of investments and an opportunity for the Contract's
investment base, cash value and death benefit to grow based on investment
results.

Merrill Lynch Life does not guarantee that contract values will increase.
Depending on the investment results of selected investment divisions, the
investment base, cash value and death benefit may increase or decrease on any
day. The contract owner bears the investment risk. Merrill Lynch Life guarantees
to keep the Contract in force during the guarantee period subject to the effect
of any debt.

Life insurance is not a short-term investment. The contract owner should
evaluate the need for insurance and the Contract's long-term investment
potential and risks before purchasing a Contract.

AVAILABILITY AND PAYMENTS

The Contract is available in most jurisdictions in which Merrill Lynch Life does
business. A Contract may be issued for insureds from age 20 through age 85.

5
<PAGE> 10

Merrill Lynch Life will not accept an initial payment that provides a guarantee
period of less than three months. The guarantee period is the period of time
Merrill Lynch Life guarantees that the Contract will remain in force regardless
of investment experience unless the debt exceeds certain values.

Contract owners may make additional payments. Contract owners may specify an
additional payment amount on the application to be paid on either a monthly,
quarterly, semi-annual or annual basis. For additional payments not being
withdrawn from a CMA account, Merrill Lynch Life will send reminder notices for
such amounts.

The Contract is not available to insure residents of certain municipalities in
Kentucky where premium taxes in excess of a certain level are imposed.

CMA(R) INSURANCE SERVICE

Contract owners who subscribe to the Merrill Lynch Cash Management Account(R)
financial service ("CMA account") may elect to have their Contract linked to
their CMA account electronically. Certain transactions will be reflected in
monthly CMA account statements. Payments may be transferred to and from the
Contract through a CMA account.

THE INVESTMENT DIVISIONS

Through the first 14 days following the in force date, the initial payment less
contract loading will be invested in the investment division of the Separate
Account investing in the Money Reserve Portfolio. Thereafter, the investment
base will be reallocated to up to five of the 34 investment divisions in the
Separate Account. (See "Changing the Allocation" on page 16.)

Payments are invested in investment divisions of the Separate Account. Ten
investment divisions of the Separate Account invest exclusively in shares of
designated mutual fund portfolios of the Merrill Lynch Series Fund, Inc. (the
"Series Fund"). Seven investment divisions of the Separate Account invest
exclusively in shares of designated mutual fund portfolios of the Merrill Lynch
Variable Series Funds, Inc. (the "Variable Series Funds"). Each mutual fund
portfolio has a different investment objective. The other 17 investment
divisions invest in units of designated unit investment trusts in The Merrill
Lynch Fund of Stripped ("Zero") U.S. Treasury Securities (the "Zero Trusts").
The contract owner's payments are not invested directly in the Series Fund, the
Variable Series Funds or the Zero Trusts.

HOW THE DEATH BENEFIT VARIES

Contract owners elect a death benefit option on the application. Under option 1,
the death benefit equals the larger of the face amount or the variable insurance
amount. Under option 2, the death benefit equals the larger of the sum of the
face amount plus the cash value or the variable insurance amount. Subject to
certain conditions, contract owners may change the death benefit option and
reduce the face amount. The death benefit may increase or decrease on any day
depending on the investment results of the investment divisions chosen by the
contract owner. Death benefit proceeds equal the death benefit reduced by any
debt and increased by any rider benefits payable. (See "Death Benefit Proceeds"
on page 21.) If the last surviving insured dies at or after the younger
insured's attained age 100, the post-100 death benefit proceeds will be paid.
(See "Post-100 Death Benefit" on page 23.)

HOW THE INVESTMENT BASE VARIES

- ---------------
Cash Management Account and CMA are registered trademarks of Merrill Lynch,
Pierce, Fenner & Smith Incorporated.

6
<PAGE> 11

it varies daily based on investment performance of the investment divisions
chosen. The contract owner bears the risk of poor investment performance and
receives the benefit of favorable investment performance. Contract owners may
wish to consider diversifying their investment in the Contract by allocating
investment base to two or more investment divisions.

NET CASH SURRENDER VALUE

Contract owners may surrender their Contracts at any time and receive the net
cash surrender value. The net cash surrender value varies daily based on
investment performance of the investment divisions chosen. Merrill Lynch Life
doesn't guarantee any minimum net cash surrender value. If the Contract is
surrendered within 24 months after issue, the contract owner will receive
certain excess sales load. (See "Contract Loading -- Excess Sales Load" on page
17.)

ILLUSTRATIONS

Illustrations in this Prospectus or used in connection with the purchase of the
Contract are based on hypothetical investment rates of return. These rates are
not guaranteed. They are illustrative only and should not be deemed a
representation of past or future performance. Actual rates of return may be more
or less than those reflected in the illustrations and, therefore, actual values
will be different than those illustrated.

REPLACEMENT OF EXISTING COVERAGE

Before purchasing a Contract, the contract owner should ask his or her Merrill
Lynch registered representative if changing, or adding to, current insurance
coverage would be advantageous. Generally, it is not advisable to purchase
another contract as a replacement for existing coverage. In particular,
replacement should be carefully considered if the decision to replace existing
coverage is based solely on a comparison of contract illustrations.

RIGHTS TO CANCEL ("FREE LOOK" PERIOD) OR CONVERT

Once the Contract owner receives the Contract, he or she should review it
carefully to make sure it is what he or she intended to purchase. Generally, a
Contract may be returned for a refund within the later of ten days after the
contract owner receives it, 45 days after the contract owner completes the
application, or ten days after Merrill Lynch Life mails or personally delivers
the Notice of Withdrawal Right to the contract owner. If the Contract is
returned during the "free look" period, Merrill Lynch Life will refund the
initial payment without interest.

Once the Contract is issued, a contract owner may also convert the Contract
within 24 months after issue to a contract with benefits that do not vary with
the investment results of a separate account. (See "Converting the Contract" on
page 25.)

HOW DEATH BENEFIT AND CASH VALUE INCREASES ARE TAXED

Under current federal tax law, life insurance contracts receive tax-favored
treatment. The death benefit is generally excludable from the beneficiary's
gross income for federal income tax purposes, according to Section 101(a)(1) of
the Internal Revenue Code. An owner of a life insurance contract is not taxed on
any increase in the cash value while the contract remains in force.

A Contract may be a "modified endowment contract" under federal tax law
depending upon the amount of payments made in relation to the death benefit
provided under the Contract. If the Contract is a modified endowment contract,
certain distributions made during either insured's lifetime, such as loans and
partial withdrawals from, and collateral assignments of, the Contract are
includable in gross income on an income-first basis. A 10% penalty tax may also
be imposed on distributions made before the contract owner attains age 59 1/2.
Contracts that are not modified endowment contracts under federal tax law
receive preferential tax treatment with respect to certain distributions.

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For a discussion of the tax issues associated with this Contract, see "Tax
Considerations" on page 30.

LOANS

Contract owners may borrow up to the total loan value of their Contracts, which
is 90% of the cash value. The maximum loan amount that may be borrowed at any
time is the difference between the total loan value and debt. (See "Loans" on
page 19.)

Debt is deducted from the amount payable on surrender of the Contract and is
also subtracted from any death benefit payable. Loan interest accrues daily and,
if it is not repaid each year, it is capitalized and added to the debt. If the
Contract is a modified endowment contract, the amount of capitalized interest
will be treated as a taxable withdrawal. Depending upon investment performance
of the divisions and the amounts borrowed, loans may cause a Contract to lapse.
If the Contract lapses with a loan outstanding, adverse tax consequences may
result. (See "Tax Considerations" on page 30.)

PARTIAL WITHDRAWALS

Contract owners may make partial withdrawals beginning in the second contract
year, subject to certain conditions. (See "Partial Withdrawals" on page 21.)

FEES AND CHARGES

Contract Loading. Merrill Lynch Life deducts certain charges from all payments
before they are invested in the investment divisions. These charges are:

- Sales load equal to 46.25% of each payment through the second base
premium and 1.25% of each payment thereafter.

- State and local premium tax charge of 2.5% of each payment.

- A charge for federal taxes of 1.25% of each payment.

(See "Contract Loading" on page 17.)

Investment Base Charges. Merrill Lynch Life deducts certain charges from the
investment base. The charges deducted are as follows:

- On the contract date and on all processing dates after the contract date,
Merrill Lynch Life makes deductions for cost of insurance (see "Cost of
Insurance" on page 16) and any rider costs (see "Additional Insurance
Rider" on page 14).

- On each contract anniversary, Merrill Lynch Life makes deductions for the
net loan cost if there has been any debt during the prior year. It equals
a maximum of 2% of the debt per year.

Separate Account Charges. There are certain charges deducted daily from the
investment results of the investment divisions in the Separate Account. These
charges are:

- an asset charge designed to cover mortality and expense risks deducted
from all investment divisions which is equivalent to .90% annually at the
beginning of the year; and

- a trust charge deducted from only those investment divisions investing in
the Zero Trusts, which is currently equivalent to .34% annually at the
beginning of the year and will never exceed .50% annually.

Advisory Fees. The portfolios in the Series Fund and the Variable Series Funds
pay monthly advisory fees and other expenses. (See "Charges to Series Fund
Assets" on page 37 and "Charges to Variable Series Funds Assets" on page 37.)

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This summary is intended to provide only a very brief overview of the more
significant aspects of the Contract. Further detail is provided in this
Prospectus and in the Contract. The Contract together with its attached
applications, medical exam(s), amendments, riders and endorsements constitutes
the entire agreement between the contract owner and Merrill Lynch Life and
should be retained.

For the definition of certain terms used in this Prospectus, see "Important
Terms" on page 4.

FACTS ABOUT THE SEPARATE ACCOUNT, THE SERIES FUND,
THE VARIABLE SERIES FUNDS, THE ZERO TRUSTS AND MERRILL LYNCH LIFE

THE SEPARATE ACCOUNT

The Separate Account is a separate investment account established by Merrill
Lynch Life on November 16, 1990. It is registered with the Securities and
Exchange Commission as a unit investment trust pursuant to the Investment
Company Act of 1940. This registration does not involve any supervision by the
Securities and Exchange Commission over the investment policies or practices of
the Separate Account. It meets the definition of a separate account under the
federal securities laws. The Separate Account is used to support the Contract as
well as to support other variable life insurance contracts issued by Merrill
Lynch Life.

Merrill Lynch Life owns all of the assets in the Separate Account. The assets of
the Separate Account are kept separate from Merrill Lynch Life's general account
and any other separate accounts it may have. Arkansas insurance law provides
that the Separate Account's assets, to the extent of its reserves and
liabilities, may not be charged with liabilities arising out of any other
business Merrill Lynch Life conducts.

Obligations to contract owners and beneficiaries that arise under the Contract
are obligations of Merrill Lynch Life. Income, gains, and losses, whether or not
realized, from assets allocated are, in accordance with the Contracts, credited
to or charged against the Separate Account without regard to other income, gains
or losses of Merrill Lynch Life. As required, the assets in the Separate Account
will always be at least equal to the reserves and other liabilities of the
Separate Account. If the assets exceed the required reserves and other Contract
liabilities (which will always be at least equal to the aggregate contract value
allocated to the Separate Account under the Contracts), Merrill Lynch Life may
transfer the excess to its general account.

There are currently 34 investment divisions in the Separate Account. Ten invest
in shares of a specific portfolio of the Series Fund. Seven invest in shares of
a specific portfolio of the Variable Series Funds. Seventeen invest in units of
a specific Zero Trust. Complete information about the Series Fund, the Variable
Series Funds and the Zero Trusts, including the risks associated with each
portfolio (including any risks associated with investment in the High Yield
Portfolio of the Series Fund) can be found in the accompanying prospectuses.
They should be read in conjunction with this Prospectus.

THE SERIES FUND

The Merrill Lynch Series Fund, Inc. is registered with the Securities and
Exchange Commission as an open-end management investment company. All of its ten
mutual fund portfolios are currently available through the Separate Account. The
investment objectives of the Series Fund portfolios are described below. There
is no guarantee that any portfolio will meet its investment objective.

Money Reserve Portfolio seeks to preserve capital, maintain liquidity and
achieve the highest possible current income consistent with those objectives by
investing in short-term money market securities.

Intermediate Government Bond Portfolio seeks to obtain the highest level of
current income consistent with the protection of capital afforded by investing
in debt securities issued or guaranteed by the U.S. Government or its agencies
with a maximum maturity of 15 years.

Long-Term Corporate Bond Portfolio primarily seeks to provide as high a level of
current income as is believed to be consistent with prudent investment risk and
secondarily seeks the preservation of capital. In

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<PAGE> 14

seeking to achieve these objectives, the Portfolio invests at least 80% of the
value of its assets in debt securities which have a rating within the three
highest grades of a major rating agency.

High Yield Portfolio primarily seeks as high a level of current income as is
believed to be consistent with prudent management, and secondarily capital
appreciation when consistent with its primary objective. The Portfolio seeks to
achieve its investment objective by investing principally in fixed income
securities rated in the lower categories of the established rating services or
in unrated securities of comparable quality (commonly known as "junk bonds").

Capital Stock Portfolio seeks long-term growth of capital and income, plus
moderate current income. It principally invests in common stocks considered to
be of good or improving quality or considered to be undervalued based on
criteria such as historical price/book value and price/earnings ratios.

Growth Stock Portfolio seeks long-term growth of capital by investing in a
diversified portfolio of securities, primarily common stocks of aggressive
growth companies considered to have special investment value.

Multiple Strategy Portfolio seeks a high total investment return consistent with
prudent risk through a fully managed investment policy utilizing equity
securities, intermediate and long-term debt securities and money market
securities.

Natural Resources Portfolio seeks long-term growth of capital and protection of
the purchasing power of shareholders' capital by investing primarily in equity
securities of domestic and foreign companies with substantial natural resource
assets.

Global Strategy Portfolio seeks high total investment return by investing
primarily in a portfolio of equity and fixed-income securities, including
convertible securities, of U.S. and foreign issuers.

Balanced Portfolio seeks a level of current income and a degree of stability of
principal not normally available from an investment solely in equity securities
and the opportunity for capital appreciation greater than that normally
available from an investment solely in debt securities by investing in a
balanced portfolio of fixed-income and equity securities.

The investment adviser for the Series Fund is Merrill Lynch Asset Management,
L.P. ("MLAM"), which is indirectly owned and controlled by Merrill Lynch & Co.,
Inc. and is a registered adviser under the Investment Advisers Act of 1940. The
Series Fund, as part of its operating expenses, pays an investment advisory fee
to MLAM. (See "Charges to Series Fund Assets" on page 37.)

THE VARIABLE SERIES FUNDS

The Merrill Lynch Variable Series Funds, Inc. is registered with the Securities
and Exchange Commission as an open-end management investment company. Seven of
its 18 mutual fund portfolios are currently available through the Separate
Account. The investment objectives of the seven available Variable Series Funds
portfolios are described below. There is no guarantee that any portfolio will
meet its investment objective.

Basic Value Focus Fund seeks capital appreciation, and secondarily, income by
investing in securities, primarily equities, that management of the Fund
believes are undervalued and therefore represent basic investment value.
Particular emphasis is placed on securities which provide an above-average
dividend return and sell at a below-average price/earnings ratio.

World Income Focus Fund seeks to provide shareholders with high current income
by investing in a global portfolio of fixed-income securities denominated in
various currencies, including multinational currency units. The Fund may invest
in United States and foreign government and corporate fixed-income securities,
including high yield, high risk, lower rated and unrated securities.

Global Utility Focus Fund seeks to obtain capital appreciation and current
income through investment of at least 65% of its total assets in equity and debt
securities issued by domestic and foreign companies which are, in the opinion of
management of the Fund, primarily engaged in the ownership or operation of
facilities used to generate, transmit or distribute electricity,
telecommunications, gas or water.

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International Equity Focus Fund seeks to obtain capital appreciation, and
secondarily, income by investing in a diversified portfolio of equity securities
of issuers located in countries other than the United States. Under normal
conditions, at least 65% of the Fund's net assets will be invested in such
equity securities.

International Bond Fund seeks a high total investment return by investing in an
international portfolio of non-U.S. debt instruments denominated in various
currencies and multi-national currency units.

Developing Capital Markets Focus Fund seeks long-term capital appreciation by
investing in securities, principally equities, of issuers in countries having
smaller capital markets. For purposes of its investment objective, the Fund
considers countries having smaller capital markets to be all countries other
than the four countries having the largest equity market capitalizations.

Equity Growth Fund seeks to attain long-term growth of capital by investing in a
diversified portfolio of securities, primarily common stocks, of relatively
small companies that management of the Fund believes have special investment
value and emerging growth companies regardless of size. Such companies are
selected by management on the basis of their long-term potential for expanding
their size and profitability or for gaining increased market recognition for
their securities. Current income is not a factor in such selection.

MLAM is the investment adviser for the Variable Series Funds. The Variable
Series Funds, as part of its operating expenses, pays an investment advisory fee
to MLAM. (See "Charges to Variable Series Funds Assets" on page 37.)

CERTAIN RISKS OF THE SERIES FUND AND VARIABLE SERIES FUNDS

Investment in lower-rated debt securities, such as those in which the High Yield
Portfolio of the Series Fund invests, entails relatively greater risk of loss of
income or principal. In an effort to minimize risk, the High Yield Portfolio
will diversify holdings among many issuers. However, there can be no assurance
that diversification will protect the High Yield Portfolio from widespread
defaults during periods of sustained economic downturn.

In seeking to protect the purchasing power of capital, the Natural Resources
Portfolio of the Series Fund reserves the right, when management anticipates
significant economic, political, or financial instability, such as high
inflationary pressures or upheaval in foreign currency exchange markets, to
invest a majority of its assets in companies that explore for, extract, process
or deal in gold or in asset-based securities indexed to the value of gold
bullion. The Natural Resources Portfolio will not concentrate its investments in
such securities until it has been advised that no adverse tax consequences will
result.

The World Income Focus Fund of the Variable Series Funds has no established
rating criteria for the securities in which it may invest. In an effort to
minimize risk, the Fund will diversify its holdings among many issuers. However,
there can be no assurance that diversification will protect the Fund from
widespread defaults during periods of sustained economic downturn.

The Developing Capital Markets Focus Fund of the Variable Series Funds has
established no rating criteria for the debt securities in which it may invest,
and will rely on the investment adviser's judgment in evaluating the
creditworthiness of an issuer of such securities. In an effort to minimize the
risk, the Fund will diversify its holdings among many issuers. However, there
can be no assurance that diversification will protect the Fund from widespread
defaults during periods of sustained economic downturn.

Because investment in these Portfolios and Funds entails relatively greater risk
of loss of income or principal, it may not be appropriate to allocate all
payments and investment base to an investment division that invests in one of
these Portfolios or Funds.

THE ZERO TRUSTS

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<PAGE> 16

no periodic interest payments and, therefore, are purchased at a deep discount.
When held to maturity the investments should receive approximately a fixed
yield. The value of Zero Trust units before maturity varies more than it would
if the Zero Trusts contained interest-bearing U.S. Treasury securities of
comparable maturities.

The Zero Trust portfolios consist mainly of:

- bearer debt obligations issued by the U.S. Government stripped of their
unmatured interest coupons;

- coupons stripped from U.S. debt obligations; and

- receipts and certificates for such stripped debt obligations and coupons.

The Zero Trusts currently available have maturity dates in years 1997 through
2011, 2013 and 2014.

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), a subsidiary of
Merrill Lynch & Co., Inc., is the sponsor for the Zero Trusts. The sponsor will
sell units of the Zero Trusts to the Separate Account and has agreed to
repurchase units when Merrill Lynch Life needs to sell them to pay benefits and
make reallocations. Merrill Lynch Life pays the sponsor a fee for these
transactions and is reimbursed through the trust charge assessed to the
divisions investing in the Zero Trusts. (See "Charges to Divisions Investing in
the Zero Trusts" on page 18.)

MERRILL LYNCH LIFE AND MLPF&S

Merrill Lynch Life is a stock life insurance company organized under the laws of
the State of Washington in 1986 and redomesticated under the laws of the State
of Arkansas in 1991. It is an indirect wholly owned subsidiary of Merrill Lynch
& Co., Inc. Merrill Lynch Life is authorized to sell life insurance and
annuities in 49 states, Guam, the U.S. Virgin Islands and the District of
Columbia. It is also authorized to offer variable life insurance and variable
annuities in most jurisdictions.

MLPF&S is a wholly owned subsidiary of Merrill Lynch & Co., Inc. and provides a
broad range of securities brokerage and investment banking services in the
United States. It provides marketing services for Merrill Lynch Life and is the
principal underwriter of the Contracts issued through the Separate Account.
Merrill Lynch Life retains MLPF&S to provide services relating to the Contracts
under a distribution agreement. (See "Selling the Contracts" on page 30.)

FACTS ABOUT THE CONTRACT

WHO MAY BE COVERED

The Contract is available in most jurisdictions in which Merrill Lynch Life does
business. Merrill Lynch Life will issue a Contract on the lives of two insureds
provided the relationship among the applicant and the insureds meets Merrill
Lynch Life's insurable interest requirements and provided neither insured is
over age 85 or under age 20. The insureds' issue ages will be determined using
their ages as of their birthdays nearest the contract date. The insureds must
also meet Merrill Lynch Life's medical and other underwriting requirements,
which will include undergoing a medical examination.

Merrill Lynch Life assigns insureds to underwriting classes which determine the
cost of insurance rates used in calculating cost of insurance deductions.
Contracts may be issued on insureds in standard, non-smoker or preferred
non-smoker underwriting classes. Contracts may also be issued on insureds in a
substandard underwriting class. For a discussion of the effect of underwriting
classification on deductions for cost of insurance, see "Cost of Insurance" on
page 16.

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PURCHASING A CONTRACT

To purchase a Contract, the contract owner must complete an application and make
a payment. The payment is required to put the Contract into effect. In the
application, the contract owner selects the face amount of the Contract. The
amount of the minimum initial payment for a given Contract depends on the face
amount selected and the issue age, sex and underwriting class of each of the
insureds. Merrill Lynch Life will not accept an initial payment for a specified
face amount that will provide a guarantee period of less than three months. (See
"Selecting the Initial Face Amount" and "Initial Guarantee Period" on page 13.)
Merrill Lynch Life also will not accept an initial payment that would cause the
Contract to fail to qualify as life insurance under federal tax law as
interpreted by Merrill Lynch Life.

Insurance coverage generally begins as of the contract date, which is usually
the next business day following receipt of the initial payment at Merrill Lynch
Life's Service Center. Temporary life insurance coverage may be provided prior
to the contract date under the terms of a temporary insurance agreement. In
accordance with Merrill Lynch Life's underwriting rules, temporary life
insurance coverage may not exceed $300,000 and may not be in effect for more
than 90 days. As provided for under state insurance law, the contract owner, to
preserve insurance age, may be permitted to backdate the Contract. In no case
may the contract date be more than six months prior to the date the application
was completed. Charges for cost of insurance and rider costs for the backdated
period are deducted on the contract date.

If Merrill Lynch Life determines that, based on the contract owner's initial
payment and face amount, the Contract will be a modified endowment contract,
Merrill Lynch Life will issue the Contract provided the contract owner signs a
statement acknowledging that the Contract is a modified endowment contract or
agrees either to reduce the initial payment or to increase the face amount to a
level at which the Contract will not be a modified endowment contract. For a
discussion of the tax consequences of purchasing a modified endowment contract,
see "Tax Considerations" on page 30.

Selecting the Initial Face Amount. The minimum initial face amount is $250,000.
The maximum face amount that may be specified for a given initial payment is the
amount which will provide an initial guarantee period of at least three months.
For the same initial payment amount, the larger the face amount requested, the
shorter the guarantee period. The initial face amount will change if the
contract owner changes the death benefit option or takes a partial withdrawal.
Subject to certain conditions, the contract owner may purchase additional
insurance coverage through an additional insurance rider, or reduce the face
amount. (See "Additional Insurance Rider" on page 14 and "Death Benefit
Proceeds -- Reducing the Face Amount" on page .)

Initial Guarantee Period. The initial guarantee period for a Contract will be
determined by the initial payment, face amount and any additional insurance
rider face amount. The guarantee period will be adjusted each time an additional
payment is made, when a partial withdrawal is taken, when a death benefit option
change or face amount reduction results in a change in or reduction of face
amount and when the additional insurance rider face amount is increased or
decreased.

The guarantee period is the period of time Merrill Lynch Life guarantees that
the Contract will remain in force regardless of investment experience unless the
debt exceeds certain values. The guarantee period is based on the guaranteed
maximum cost of insurance rates in the Contract, guaranteed maximum rider costs
(if an additional insurance rider is elected), the contract loading and a 4.5%
interest assumption. This means that for a given initial payment and face
amount, different joint insureds will have different guarantee periods depending
on the age, sex and underwriting class of each of the insureds. For example,
older joint insureds will have a shorter guarantee period than younger joint
insureds in the same underwriting classes.

The maximum guarantee period is until the younger insured's attained age 100.

ADDITIONAL INSURANCE RIDER

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<PAGE> 18

when the Contract is purchased. Under Merrill Lynch Life's current procedures,
the maximum additional insurance rider face amount at the time the Contract is
purchased is three times the face amount of the Contract. The rider can also be
added on any contract anniversary thereafter, as long as an application is
completed, satisfactory evidence of insurability of both insureds is provided,
and neither insured has attained the age of 86. The minimum additional insurance
rider face amount at any time is $100,000. A cost of insurance charge for the
rider ("rider charge") will be deducted from the Contract's investment base on
each processing date. The rider charge will be based on the same cost of
insurance rates as the Contract. (See "Cost of Insurance" on page 16.) Because
insurance coverage through an additional insurance rider is purchased through
deductions from the Contract's investment base that are not taken into account
in determining the base premium, there is no additional contract loading
associated with this coverage.

Beginning in contract year 2, the additional insurance rider face amount may be
increased (subject to evidence of insurability of both insureds) or decreased
once each year; however, any change in the additional insurance rider face
amount must be elected prior to the younger insured's attained age 86 and must
be at least $100,000. The effective date of the change will be the contract
anniversary next following underwriting approval of the change. As of the
effective date of the increase or decrease in the additional insurance rider
face amount, Merrill Lynch Life uses the existing fixed base and the face amount
of the Contract plus the new additional insurance rider face amount to calculate
a new guarantee period. A decrease in the additional insurance rider face amount
will increase the guarantee period. An increase in the additional insurance
rider face amount will decrease the guarantee period. Merrill Lynch Life will
not allow a decrease in rider face amount if the resulting face amount would be
less than $100,000; if the resulting guarantee period would extend beyond the
younger insured's attained age 100; or if the decrease would cause the Contract
to fail to qualify as life insurance under federal income tax laws as
interpreted by us.

A decrease in the additional insurance rider face amount can cause a Contract
which is not a modified endowment contract to become a modified endowment
contract. In such a case, Merrill Lynch Life will not process the decrease until
the contract owner confirms in writing his or her intent to convert the Contract
to a modified endowment contract. For a discussion of the tax consequences of
increasing or decreasing the additional insurance rider face amount, see "Tax
Considerations" on page 30.

Any additional insurance rider coverage terminates on the earlier of the date
the Contract terminates or lapses, or at the younger insured's attained age 100.

ADDITIONAL PAYMENTS

After the "free look" period and prior to the younger insured's attained age
100, contract owners may make additional payments provided one of the insured's
is living. Additional payments must be submitted with an additional payment
form. The minimum Merrill Lynch Life will accept for these payments is $100. For
Contracts that are not modified endowment contracts, making an additional
payment may cause them to become modified endowment contracts. (See "Tax
Considerations" on page 30.) Merrill Lynch Life will return that portion of any
additional payment beyond that necessary to extend the guarantee period to the
younger insured's attained age 100. Merrill Lynch Life will also return that
portion of any additional payment that would cause the Contract to fail to
qualify as life insurance under federal tax law as interpreted by Merrill Lynch
Life.

Contract owners may specify an additional payment amount on the application to
be paid on either an annual, semi-annual, quarterly, or monthly basis. For
additional payments not being withdrawn from a CMA account, Merrill Lynch Life
will send the contract owner reminder notices. If a contract owner has the CMA
Insurance Service, such additional payments may be withdrawn automatically from
his or her CMA account and transferred to his or her Contract. The withdrawals
will continue under the selected plan until Merrill Lynch Life is notified
otherwise.

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<PAGE> 19

EFFECT OF ADDITIONAL PAYMENTS

Generally, any additional payments will be accepted the day they are received at
the Service Center. However, if acceptance of any portion of the payment would
cause a Contract which is not a modified endowment contract to become a modified
endowment contract, to the extent feasible, Merrill Lynch Life will not accept
that portion of the payment unless the contract owner confirms in writing his or
her intent to convert the Contract to a modified endowment contract. Merrill
Lynch Life may return that portion of the payment pending receipt of
instructions from the contract owner.

On the date Merrill Lynch Life receives and accepts an additional payment,
Merrill Lynch Life will:

- increase the Contract's investment base by the amount of the payment less
contract loading applicable to the payment;

- reflect the additional payment in the calculation of the variable
insurance amount (see "Variable Insurance Amount" on page 22); and

- increase the fixed base by the amount of the payment less contract
loading applicable to the payment (see "The Contract's Fixed Base" on
page 19).

As of the processing date on or next following receipt and acceptance of an
additional payment, Merrill Lynch Life will increase the guarantee period if the
guarantee period prior to receipt and acceptance of an additional payment does
not extend beyond the younger insured's attained age 100.

Merrill Lynch Life will determine the increase in the guarantee period by taking
the immediate increase in the cash value resulting from the additional payment
and adding to that interest at the annual rate of 4.5% for the period from the
date Merrill Lynch Life receives and accepts the payment to the contract
processing date on or next following such date. This is the guarantee adjustment
amount. The guarantee adjustment amount is added to the fixed base and the
resulting new fixed base is used to calculate a new guarantee period. For a
discussion of the effect of additional payments on a Contract's guarantee
period, see "Additional Payments" in the Examples on page 45.

If any excess sales load has been applied to keep the Contract in force, any
additional payment, less contract loading will first be applied to recover such
excess sales load (see "Excess Sales Load" on page 17). Next, unless specified
otherwise, if there is any debt, any payment made will be applied as a loan
repayment, with any excess applied as an additional payment. (See "Loans" on
page 19.)

INVESTMENT BASE

A Contract's investment base is the amount available for investment at any time.
It is the sum of the amounts invested in each of the investment divisions. On
the contract date, the investment base equals the initial payment less contract
loading and charges for cost of insurance and rider costs. Merrill Lynch Life
adjusts the investment base daily to reflect the investment performance of the
investment divisions the contract owner has selected. (See "Net Rate of Return
for an Investment Division" on page 35.) The investment performance reflects the
deduction of Separate Account charges. (See "Charges to the Separate Account" on
page 17.)

Partial withdrawals, loans and deductions for cost of insurance, rider costs and
net loan cost decrease the investment base. (See "Charges Deducted from the
Investment Base" below, "Partial Withdrawals" on page 21 and "Loans" on page
19.) Loan repayments and additional payments increase it. Contract owners may
elect from which investment divisions loans and partial withdrawals are taken
and to which investment divisions repayments and additional payments are added.
If an election is not made, Merrill Lynch Life will allocate increases and
decreases proportionately to the contract owner's investment base as then
allocated in the investment divisions.

Initial Investment Allocation and Preallocation. Through the first 14 days
following the in force date, the initial payment less contract loading will
remain in the division investing in the Money Reserve Portfolio. Thereafter, the
investment base will be reallocated to the investment divisions selected by the
contract owner

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<PAGE> 20

on the application, if different. The contract owner may select up to five of
the 34 investment divisions in the Separate Account.

Changing the Allocation. After the "free look" period, a contract owner's
investment base may be invested in up to five investment divisions at any one
time. Currently, investment allocations may be changed as often as desired.
Merrill Lynch Life reserves the right to charge up to $25 for each change in
excess of six each year. In order to change their investment base allocation,
contract owners must call or write to the Service Center. (See "Some
Administrative Procedures" on page 27.)

Zero Trust Allocations. Merrill Lynch Life will notify contract owners 30 days
before a Zero Trust in which they have invested matures. Contract owners must
notify Merrill Lynch Life by calling or writing at least seven days before the
maturity date how to reinvest their funds in the division investing in that Zero
Trust. If Merrill Lynch Life is not notified, it will move the contract owner's
investment base in that division to the investment division investing in the
Money Reserve Portfolio.

Units of a specific Zero Trust may no longer be available when a request for
allocation is received. Should this occur, Merrill Lynch Life will attempt to
notify the contract owner immediately so that the request can be changed.

Allocation to the Division Investing in the Natural Resources
Portfolio. Merrill Lynch Life and the Separate Account reserve the right to
suspend the sale of units of the investment division investing in the Natural
Resources Portfolio in response to conditions in the securities markets or
otherwise.

CHARGES DEDUCTED FROM THE INVESTMENT BASE

The charges described below are deducted pro-rata from the investment base on
processing dates.

Cost of Insurance. Merrill Lynch Life deducts the cost of insurance from the
investment base on the contract date and on each processing date thereafter
prior to the younger insured's attained age 100. This charge compensates Merrill
Lynch Life for the cost of providing life insurance coverage for the insureds.
It is based on the underwriting class, sex (except where unisex rates are
required by state law) and attained age of each insured and the Contract's net
amount at risk.

To determine the cost of insurance, Merrill Lynch Life multiplies the current
cost of insurance rate by the Contract's net amount at risk. The net amount at
risk is the difference, as of a processing date, between the death benefit
(adjusted for interest at an annual rate of 4.5%) and the cash value, but before
the deduction for cost of insurance.

Current cost of insurance rates may be equal to or less than the guaranteed cost
of insurance rates depending on the underwriting class, sex (except where unisex
rates are required by state law) and attained age of each insured. Current cost
of insurance rates are lower for insureds in a preferred non-smoker underwriting
class than for insureds of the same age in a non-smoker underwriting class and
are lower for insureds in a non-smoker underwriting class than for insureds of
the same age and sex in a standard underwriting class.

Merrill Lynch Life guarantees that the current cost of insurance rates will
never exceed the maximum guaranteed rates shown in the Contract. The maximum
guaranteed rates for Contracts (other than those issued on a substandard basis)
do not exceed the rates based on the 1980 Commissioners Standard Ordinary
Mortality Table (CSO Table). Merrill Lynch Life may use rates that are equal to
or less than these rates, but never greater. The maximum rates for Contracts
issued on a substandard basis are based on a multiple of the 1980 CSO Table. Any
change in the cost of insurance rates will apply to all joint insureds of the
same age, sex, and underwriting class whose Contracts have been in force for the
same length of time.

Net Loan Cost. The net loan cost is explained under "Loans" on page 19.

Rider Charges. Rider charges are deducted on the contract date and on each
processing date thereafter. These charges are explained under "Additional
Insurance Rider" on page 14.

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<PAGE> 21

CONTRACT LOADING

Chargeable to each payment is an amount called the contract loading. The
contract loading equals 50% of each payment made until cumulative payments have
been made in an amount equal to two base premiums, and 5% of each payment
thereafter. This charge consists of a sales load, a charge for federal taxes and
a state and local premium tax charge.

The sales load, equal to 46.25% of each payment through the second base premium
and 1.25% of each payment thereafter, compensates Merrill Lynch Life for sales
expenses and the costs for underwriting and issuing the Contract. The sales load
may be reduced in certain group or sponsored arrangements as described on page
29. Merrill Lynch Life anticipates that the sales load charge may be
insufficient to cover its distribution expenses. Any shortfall will be made up
from Merrill Lynch Life's general account which may include amounts derived from
mortality gains and asset charges. In no event will the sales load exceed the
amount permitted by the Investment Company Act of 1940.

The charge for federal taxes, equal to 1.25% of each payment, compensates
Merrill Lynch Life for a higher corporate income tax liability resulting from
Section 848 of the Internal Revenue Code as enacted by the Omnibus Budget
Reconciliation Act of 1990. (See "Merrill Lynch Life's Income Taxes" on page
34). The charge for federal taxes is reasonable in relation to Merrill Lynch
Life's increased federal tax burden under Section 848 resulting from the receipt
of premiums under the Contract.

The state and local premium tax charge, equal to 2.5% of each payment,
compensates Merrill Lynch Life for state and local premium taxes Merrill Lynch
Life must pay when a payment is accepted. Premium taxes vary from state to
state. The 2.5% rate is the average rate expected on payments from all states.

Excess Sales Load. Excess sales load is equal to any sales load deducted from
the first two base premiums in excess of 30% of premiums paid up to an amount
equal to the first base premium, and then 10% of the premiums paid up to an
amount equal to the second base premium. It is calculated and applied in the
following situations only during the first 24 months after the Contract is
issued:

- It is refunded if the Contract is surrendered or lapses during the first
24 months after issue except to the extent that it has been previously
applied to keep the Contract in force.

- It is added to the cash value so as to keep the Contract in force if debt
exceeds the larger of (i) cash value plus any excess sales load not
previously applied to keep the Contract in force and (ii) the fixed base
during the first 24 months after issue.

- It is added to the cash value in determining the variable insurance
amount during the first 24 months after issue.

In the event that certain Contract changes resulting in a reduction in face
amount occur prior to the end of the first two policy years, Merrill Lynch Life
may adjust the amount of excess sales load under a Contract if and to the extent
deemed necessary to comply with applicable regulations under the Investment
Company Act of 1940.

CHARGES TO THE SEPARATE ACCOUNT

Each day Merrill Lynch Life deducts an asset charge from each division of the
Separate Account. The total amount of this charge is computed at .90% annually
at the beginning of the year. Of this amount, .75% is for

- the risk assumed by Merrill Lynch Life that insureds as a group will live
for a shorter time than actuarial tables predict. As a result, Merrill
Lynch Life would be paying more in death benefits than planned; and

- the risk assumed by Merrill Lynch Life that it will cost more to issue
and administer the Contracts than expected.

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<PAGE> 22

The remaining amount, .15%, is for

- the risk assumed by Merrill Lynch Life with respect to potentially
unfavorable investment results. This risk is that the Contract's cash
value cannot cover the charges due during the guarantee period.

The total asset charge may not be increased. Merrill Lynch Life will realize a
gain from this charge to the extent it is not needed to provide for benefits and
expenses under the Contracts.

Charges to Divisions Investing in the Zero Trusts. Merrill Lynch Life assesses
a daily trust charge against the assets of each division investing in the Zero
Trusts. This charge reimburses Merrill Lynch Life for the transaction charge
paid to MLPF&S when units are sold to the Separate Account.

The trust charge is currently equivalent to .34% annually at the beginning of
the year. It may be increased, but will not exceed .50% annually at the
beginning of the year. The charge is based on cost (taking into account loss of
interest) with no expected profit.

Tax Charges. Merrill Lynch Life has the right under the Contract to impose a
charge against Separate Account assets for any taxes imposed on the Separate
Account's investment earnings. (See "Merrill Lynch Life's Income Taxes" on page
34.)

GUARANTEE PERIOD

Merrill Lynch Life guarantees that the Contract will stay in force for the
guarantee period unless the debt exceeds certain contract values. (See "Loans"
on page 19.) Additional payments will extend the guarantee period until such
time as it extends to the younger insured's attained age 100. The guarantee
period will be affected by partial withdrawals, by changes in death benefit
options, by reductions of face amount and by increases and decreases in the face
amount of the additional insurance rider. A reserve is held in Merrill Lynch
Life's general account to support this guarantee. The guarantee period never
extends beyond the younger insured's attained age 100.

When the Guarantee Period Does Not Extend to the Younger Insured's Attained Age
100. After the end of the guarantee period, Merrill Lynch Life may cancel the
Contract if the cash value plus certain excess sales load on a processing date
is insufficient to cover charges due on that date. (See "Charges Deducted from
the Investment Base" on page 16 and "Contract Loading -- Excess Sales Load" on
page 17.)

Merrill Lynch Life will notify the contract owner at the owner's last known
address before cancelling the Contract. The contract owner will then have 61
days to pay an amount which, after deducting contract loading, equals at least
three times the charges that were due (and not deducted) on the processing date
when the cash value was determined to be insufficient, plus any excess sales
load previously applied to keep the Contract in force. If this amount is paid,
Merrill Lynch Life will deduct the charges due on the processing date and apply
the balance to the investment base. Merrill Lynch Life will cancel the Contract
at the end of this grace period if payment has not yet been received. At that
time, Merrill Lynch Life will deduct any charges for cost of insurance and rider
costs applicable to the grace period and refund any unearned charges for cost of
insurance, rider costs and any excess sales load not previously applied to keep
the Contract in force.

Subject to state regulation, if Merrill Lynch Life cancels a Contract, it may be
reinstated prior to the younger insured's attained age 100 and while both
insureds are still living if:

- the reinstatement is requested within three years after the end of the
grace period;

- Merrill Lynch Life receives satisfactory evidence of the insureds'
insurability; and

- the reinstatement payment is made. The reinstatement payment is the
minimum payment for which Merrill Lynch Life would then issue a Contract
for the minimum guarantee period with the same face

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<PAGE> 23

amount as the original Contract, based on the insureds' attained ages and
underwriting classes as of the effective date of the reinstated Contract.

A reinstated Contract will be effective on the processing date on or next
following the date the reinstatement application is approved.

The Contract's Fixed Base. On the contract date, the fixed base equals the cash
value. From then on, the fixed base is calculated in the same manner as the cash
value except that the calculation substitutes 4.5% for the net rate of return,
the guaranteed maximum cost of insurance rates and guaranteed maximum rider
costs are substituted for the current rates and it is calculated as though there
had been no loans or repayments. The fixed base is equivalent to the cash value
for a comparable fixed benefit contract with the same face amount and guarantee
period. After the end of the guarantee period the fixed base is zero. The fixed
base is used to limit Merrill Lynch Life's right to cancel the Contract during
the guarantee period.

Automatic Adjustment. On any contract anniversary, if the cash value is greater
than the fixed base necessary to cause the guarantee period to extend until the
younger insured's attained age 100, the guarantee period will be extended to the
younger insured's attained age 100.

CASH VALUE

A Contract's cash value fluctuates daily with the investment results of the
investment divisions selected. Merrill Lynch Life does not guarantee any minimum
cash value. The cash value on any date equals the total investment base plus
debt plus unearned charges for cost of insurance and rider costs less any
accrued net loan cost since the last contract anniversary (or since the contract
date during the first contract year).

Cancelling the Contract. A contract owner may cancel the Contract at any time
while either insured is living. The request must be in writing in a form
satisfactory to Merrill Lynch Life. All rights to death benefits will end on the
date the written request is sent to Merrill Lynch Life.

The contract owner will then receive the net cash surrender value. The contract
owner may elect to receive this amount either in a single payment or under one
or more income plans described on page 29. The net cash surrender value will be
determined as of the date of receipt of the written request at the Service
Center.

If the Contract is cancelled during the first 24 months after the issue date of
the Contract, excess sales load as described under "Excess Sales Load" on page
17, will be refunded except to the extent previously applied to keep the
Contract in force. (See "Contract Loading -- Excess Sales Load" on page 17.)

LOANS

At any time after the "free look" period and prior to the younger insured's
attained age 100, contract owners may use the Contract as collateral to borrow
funds from Merrill Lynch Life. The minimum loan is $1,000. Preferred loans are
available beginning on the later of the tenth contract anniversary or the
younger insured's attained age 55. See "Net Loan Cost" on page 20. Contract
owners may repay all or part of the loan at any time during either insured's
lifetime. Each repayment must be for at least $1,000 or the amount of the debt,
if less. Certain states won't permit establishing a minimum amount that can be
borrowed or repaid. If any excess sales load was previously applied to keep the
Contract in force, any loan repayment will first be applied to repay such excess
sales load.

When a loan is taken, Merrill Lynch Life transfers a portion of the contract
owner's investment base equal to the amount borrowed out of the investment
divisions and holds it as collateral in its general account. When a loan
repayment is made, Merrill Lynch Life transfers an amount equal to the repayment
from the general account to the investment divisions. The contract owner may
select from which divisions borrowed amounts should be taken and which divisions
should receive repayments (including interest payments). Otherwise, Merrill
Lynch Life will take the borrowed amounts proportionately from and make
repayments proportionately to the contract owner's investment base as then
allocated in the investment divisions.

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<PAGE> 24

If a contract owner has the CMA Insurance Service, loans may be transferred to
and loan repayments transferred from his or her CMA account.

For a discussion of the tax consequences associated with a loan, see "Tax
Considerations" on page 30.

Effect on Death Benefit and Cash Value. Whether or not a loan is repaid, taking
a loan will have a permanent effect on a Contract's cash value and may have a
permanent effect on its death benefit. This is because the collateral for a loan
does not participate in the performance of the investment divisions while the
loan is outstanding. If the amount credited to the collateral is more than what
is earned in the investment divisions, the cash value may be higher as a result
of the loan, as may be the death benefit. Conversely, if the amount credited is
less, the cash value will be lower, as may be the death benefit. In that case,
the lower cash value may cause the Contract to lapse sooner than if no loan had
been taken.

Loan Value. The total loan value of a Contract equals 90% of its cash value.
Once available, the preferred loan value is calculated on each contract
anniversary. The preferred loan value for the contract year is equal to 12% of
the cash value less existing debt on the contract anniversary. This amount is
available each contract year, and is applied (i) first, to convert any existing
debt to preferred loan status; and (ii) then, is available for new loans. The
sum of all outstanding loan amounts plus accrued interest is called debt. The
maximum amount that can be borrowed at any time is the difference between the
total loan value and the debt.

Interest. While a loan is outstanding, Merrill Lynch Life may charge interest
at a maximum rate of 6% annually, subject to state regulation. Currently Merrill
Lynch Life charges interest of 5.25% annually. Interest accrues each day and
payments are due at the end of each contract year. If the interest isn't paid
when due, it is added to the outstanding loan amount. Interest paid on a loan
may not be tax deductible.

The amount held in Merrill Lynch Life's general account as collateral for a loan
earns interest at a minimum of 4% annually. Currently the preferred loan
collateral amount earns interest at an annual rate of 5.25%. The loan collateral
amount in excess of the preferred loan collateral amount earns interest at an
annual rate of 4.50%.

Merrill Lynch Life may change the interest rates currently charged on loans and
the rates of interest earned on the loan collateral amounts. Any such changes
will be effective on the contract anniversary following the date such rates are
declared.

Net Loan Cost. Whether or not loan interest is paid when due, on the contract
anniversary, Merrill Lynch Life reduces the investment base by the net loan cost
(the difference between the interest charged and the earnings on the amount held
as collateral in the general account). Since the interest charged on preferred
loans is 5.25% and the preferred loan collateral amount earns interest at an
annual rate of 5.25%, the current net loan cost on preferred loan amounts is
zero. Since the interest charged on loans in excess of the preferred loan amount
is 5.25%, and the loan collateral amount in excess of the preferred loan
collateral amount earns interest at an annual rate of 4.50%, the current net
loan cost on such loans is .75%. The net loan cost is taken into account in
determining the net cash surrender value of the Contract if the date of
surrender is not a contract anniversary.

Cancellation Due to Excess Debt. If on a processing date the debt exceeds the
larger of (i) cash value plus certain excess sales load and less charges due on
that date and (ii) the fixed base (if any), Merrill Lynch Life will cancel the
Contract 61 days after a notice of intent to terminate the Contract is mailed to
the contract owner unless Merrill Lynch Life has received at least the minimum
repayment amount specified in the notice. During the first 24 months after the
Contract is issued, Merrill Lynch Life will add excess sales load to the cash
value as necessary to keep the Contract in force if debt exceeds the larger of
the cash value less charges due and the fixed base. (See "Contract Loading -
Excess Sales Load" on page 17.) Upon termination, Merrill Lynch Life will deduct
any charges for cost of insurance and rider costs that may be applicable to the
61-day period and refund any unearned charges for cost of insurance, rider costs
and any excess sales load not previously applied to keep the Contract in force.
If the Contract lapses with a loan outstanding, adverse tax consequences may
result. (See "Tax Considerations" on page 30.)

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<PAGE> 25

PARTIAL WITHDRAWALS

Beginning in the second contract year and prior to the younger insured's
attained age 100, and subject to state regulation, a contract owner may make
partial withdrawals by submitting a request in a form satisfactory to Merrill
Lynch Life. The effective date of the withdrawal is the date a withdrawal
request is received at the Service Center. Contract owners may elect to receive
the withdrawal amount either in a single payment or, subject to Merrill Lynch
Life's rules, under one or more income plans.

Contract owners may make one partial withdrawal each contract year. The minimum
amount for each partial withdrawal is $1,000. Following a partial withdrawal,
the remaining cash value less debt must equal or exceed $5,000 and the remaining
face amount must be at least $250,000. The amount of any partial withdrawal may
not exceed the total loan value as of the effective date of the partial
withdrawal less any debt. A partial withdrawal may not be repaid. A partial
withdrawal will not be permitted if after the withdrawal the guarantee period
would extend beyond the younger insured's attained age 100.

Effect on Investment Base, Fixed Base, Cash Value and Death Benefit. As of the
effective date of the withdrawal, the investment base, fixed base, cash value
and, if the contract owner has elected death benefit option 1, the face amount
of the Contract will each be reduced by the amount of the partial withdrawal.
Merrill Lynch Life allocates this reduction proportionately to the investment
base in each of the contract owner's investment divisions unless notified
otherwise. The variable insurance amount will also reflect the partial
withdrawal as of the effective date.

Effect on Guarantee Period. As of the processing date on or next following the
effective date of a partial withdrawal, Merrill Lynch Life calculates a new
guarantee period. This is done by taking the immediate decrease in cash value
resulting from the partial withdrawal and adding to that amount interest at an
annual rate of 4.5% for the period from the date of withdrawal to the contract
processing date on or next following such date. This is the guarantee adjustment
amount. The guarantee adjustment amount is subtracted from the fixed base and
the resulting new fixed base is used to calculate a new guarantee period. For a
discussion of the effect of partial withdrawals on a Contract's guarantee
period, see "Partial Withdrawals" in the Examples on page 46.

A partial withdrawal will not be permitted if after the withdrawal, the Contract
would not qualify as life insurance under federal tax law. A partial withdrawal
may cause a Contract which is not a modified endowment contract to become a
modified endowment contract. In such a case, Merrill Lynch Life will not process
the partial withdrawal until the contract owner confirms in writing his or her
intent to convert the Contract to a modified endowment contract. For a
discussion of the tax issues associated with a partial withdrawal, see "Tax
Considerations" on page 30.

DEATH BENEFIT PROCEEDS

Merrill Lynch Life will pay the death benefit proceeds to the beneficiary upon
receipt of all information needed to process the payment, including due proof of
the death of the last surviving insured. Proof of death for both insureds must
be received. There is no death benefit payable at the first death.

If one of the insureds should die within two years from the Contract's issue
date, within two years from the effective date of any requested change in the
death benefit option requiring evidence of insurability, or within two years of
an increase in the additional insurance rider face amount, due proof of the
insured's death should be sent promptly to the Service Center since Merrill
Lynch Life may pay only a limited benefit or contest the Contract. (See
"Incontestability" and "Payment in Case of Suicide" on page 28.)

Death Benefit Proceeds. The death benefit payable depends on the death benefit
option in effect on the date of death.

- Under option 1, the death benefit is equal to the larger of the face
amount or the variable insurance amount.

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<PAGE> 26

- Under option 2, the death benefit is equal to the larger of the face
amount plus the cash value or the variable insurance amount.

Contract owners who wish to have investment experience reflected in insurance
coverage should choose option 2. Contract owners who wish to have insurance
coverage that generally does not vary in amount should choose option 1.

The death benefit will never be less than the amount required to keep the
Contract qualified as life insurance under federal income tax laws.

To determine the death benefit proceeds, Merrill Lynch Life will subtract from
the death benefit any debt and add to the death benefit any rider benefits
payable.

The values used in calculating the death benefit proceeds are as of the date of
death. If the last surviving insured dies during the grace period, the death
benefit proceeds equal the death benefit proceeds in effect immediately prior to
the grace period reduced by any overdue charges. (See "When the Guarantee Period
Does Not Extend to the Younger Insured's Attained Age 100" on page 18.)

If the last surviving insured dies at or after the younger insured's attained
age 100, we will instead pay the beneficiary the post-100 death benefit proceeds
(see "Post-100 Death Benefit Proceeds" on page 23).

Variable Insurance Amount. Merrill Lynch Life determines the variable insurance
amount daily by:

- calculating the cash value (plus excess sales load during the first 24
months after the Contract is issued); and

- multiplying it by the cash value corridor factor (explained below) for
the younger insured at his or her attained age.

The variable insurance amount will never be less than required by federal tax
law.

Cash Value Corridor Factor. The cash value corridor factor is used to determine
the amount of death benefit purchased by $1.00 of cash value. It is based on the
attained age of the younger insured on the date of calculation. It decreases
daily as the younger insured's age increases. As a result, the variable
insurance amount as a multiple of the cash value will decrease over time. A
table of cash value corridor factors as of each anniversary is included in the
Contract.

Table of Illustrative Cash Value Corridor Factors
on Anniversaries

<TABLE>
<CAPTION>
ATTAINED
AGE FACTOR
- ------------- ------------
<S> <C>
40 and under 250%
45 215%
55 150%
65 120%
75-90 105%
95 and over 100%
</TABLE>

Changing the Death Benefit Option. On each contract anniversary beginning with
the first and provided that neither insured has attained age 86, the contract
owner may change the death benefit option. The effective date of the change will
be the contract anniversary next following approval of the change. Merrill Lynch
Life will change the face amount in order to keep the death benefit constant on
the effective date of the change. Therefore, if the change is from option 1 to
option 2, the face amount of the Contract will be decreased by the cash value on
the date of the change. A change in the death benefit option will not be
permitted if it would result in a face amount of less than $250,000 or if the
resulting guarantee period would extend beyond the younger insured's attained
age 100. If the change is from option 2 to option 1, the face amount of the
Contract

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<PAGE> 27

will be increased by the cash value on the date of the change. For a discussion
of the effect of a change in the death benefit option on a Contract, see
"Changing the Death Benefit Option" in the Examples on page 47.

If the contract owner requests a change in the death benefit option from option
1 to option 2, evidence of insurability in a form satisfactory to Merrill Lynch
Life that the insureds are insurable may be required. In no event will a change
be permitted if, after the change, the Contract would not qualify as life
insurance under federal tax laws as interpreted by Merrill Lynch Life.

As of the effective date of a change in the death benefit option which results
in a change in the face amount, Merrill Lynch Life calculates a new guarantee
period using the new face amount (plus the additional insurance rider face
amount) and the fixed base on that date.

A change in the death benefit option may cause a Contract which is not a
modified endowment contract to become a modified endowment contract. In such a
case, Merrill Lynch Life will not process the change until the contract owner
confirms in writing his or her intent to convert the Contract to a modified
endowment contract. For a discussion of the tax issues associated with a change
in the death benefit option, see "Tax Considerations" on page 30.

Reducing the Face Amount. Beginning in contract year four and after two base
premiums have been paid, and provided that neither insured has attained age 86,
the contract owner may elect to reduce the face amount once each contract year.
The effective date of the change will be the contract anniversary next following
approval of the change. The minimum amount for each face amount reduction is
$100,000. A reduction in face amount will not be permitted if it would result in
a face amount of less than $250,000 or if the resulting guarantee period would
extend beyond the younger insured's attained age 100.

Merrill Lynch Life will not effect a requested face amount reduction to the
extent that, after the reduction, the Contract would not qualify as life
insurance under federal tax laws as interpreted by Merrill Lynch Life.

As of the effective date of a reduction in face amount, Merrill Lynch Life
calculates a new guarantee period using the new face amount (plus the additional
insurance rider face amount) and the fixed base on that date.

A reduction in face amount may cause a Contract which is not a modified
endowment contract to become a modified endowment contract. In such a case,
Merrill Lynch Life will not process the reduction until the contract owner
confirms in writing his or her intent to convert the Contract to a modified
endowment contract. For a discussion of the tax issues associated with a
reduction in face amount, see "Tax Considerations" on page .

Post-100 Death Benefit Proceeds. The death benefit proceeds at and after the
younger insured's attained age 100 depend upon the death benefit option in
effect on the date of death.

If option 1 is in effect, the post-100 death benefit is calculated based on the
cash value and the adjusted face amount where:

- the adjusted face amount equals the lesser of:

(1) the face amount at the younger insured's attained age 100, and

(2) the cash value as of the date of death plus the net amount at risk at
the younger insured's attained age 100.

- the net amount at risk at the younger insured's attained age 100 equals
the face amount at the younger insured's attained age 100 less the cash
value at that time.

- the death benefit equals the greater of:

(1) the cash value as of the date of death, and,

(2) the adjusted face amount.

If option 2 is in effect, the post-100 death benefit is equal to the face amount
at the younger insured's attained age 100 plus the cash value as of the date of
death.

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<PAGE> 28

To determine the post-100 death benefit proceeds under either option, Merrill
Lynch Life will subtract from the death benefit any debt.

Benefits at the Younger Insured's Attained Age 100. At the younger insured's
attained age 100, the guarantee period, if any, ends. Cash value will continue
to increase or decrease depending on the investment experience of the investment
divisions to which the Contract's investment base is allocated. Upon the death
of the last surviving insured, Merrill Lynch Life will pay the beneficiary the
post-100 death benefit proceeds.

At and after the younger insured's attained age 100, cost of insurance charges
will no longer be deducted. Loan repayments will be accepted. Net loan cost will
continue to be deducted and loan interest charges will continue to accrue.
Additional payments, partial withdrawals and additional loans will not be
permitted. Any additional insurance rider coverage terminates.

The tax treatment of the post-100 benefits is unclear. A contract owner should
consult a tax advisor about the tax consequences associated with such benefits.

PAYMENT OF DEATH BENEFIT PROCEEDS

Merrill Lynch Life will generally pay the death benefit proceeds to the
beneficiary within seven days after all the information needed to process the
payment is received at its Service Center. Merrill Lynch Life will add interest
from the date of the last surviving insured's death to the date of payment at an
annual rate of at least 4%. The beneficiary may elect to receive the proceeds
either in a single payment or under one or more income plans described on page
29.

Payment may be delayed if the Contract is being contested or under the
circumstances described in "Using the Contract" on page 26 and "Other Contract
Provisions" on page 28. If a delay is necessary and death of the last surviving
insured occurs prior to the end of the guarantee period, Merrill Lynch Life may
delay payment of any excess of the death benefit over the face amount. After the
guarantee period has expired, Merrill Lynch Life may delay payment of the entire
death benefit.

ACCELERATED BENEFIT RIDER

Applicants residing in states that have approved the Accelerated Benefit Rider
(the "ABR") may elect to add it to their Contract. The ABR may only be added to
the Contract at the time the Contract is issued. The ABR permits the contract
owner to receive, upon request and subject to approval by Merrill Lynch Life,
accelerated payment of part of the Contract's death benefit, adjusted to reflect
current value, if the last surviving insured develops a non-correctable illness
or physical condition which with reasonable medical certainty is expected to
result in his or her death within 12 months ("Terminal Illness"). There is no
charge for including the ABR in a Contract. However, an administrative expense
charge not to exceed $250 will be deducted from the accelerated benefit at the
time it is paid.

The federal income tax consequences associated with adding the ABR to the
Contract or receiving an accelerated benefit payment are uncertain. You should
consult your personal tax advisor before adding the ABR or requesting an
accelerated benefit payment under the ABR.

The accelerated benefit amount requested cannot exceed the lesser of 75% of the
"eligible amount" or $250,000. If death benefit option 1 is in effect, the
eligible amount is the face amount of the Contract. If death benefit option 2 is
in effect, the eligible amount is the face amount plus the cash value of the
Contract.

The amount of the accelerated benefit payment is the accelerated benefit amount
requested, adjusted to reflect a 12-month discount rate, less partial repayment
of any outstanding debt, and less the administrative expense charge. The minimum
amount of the accelerated benefit payment must be at least $10,000.

The eligible amount and the accelerated benefit payment will be determined as of
the date Merrill Lynch Life receives all requirements to pay benefits under the
rider.

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<PAGE> 29

A contract owner may request only one accelerated benefit payment. The payment
will be made in a lump sum. There are no restrictions on the owner's use of the
proceeds. The benefit is only available after one of the insureds has died.

In order for a contract owner to receive an accelerated benefit payment, as of
the date Merrill Lynch Life receives all requirements to pay benefits under the
rider, the Contract must have been in force for at least two years from its
issue date or date of its last reinstatement. The owner must submit completed
claim forms to Merrill Lynch Life, including certification by a treating
physician that the insured has a Terminal Illness, as provided in the rider.
Merrill Lynch Life may request additional medical information from the insured's
physician and/or may require an independent physical examination (at its
expense) before approving the claim for payment of the accelerated benefit.
Written consent for payment must be given by any co-owner, spouse and any
irrevocable beneficiaries having an interest in the Contract. Merrill Lynch Life
will not approve payment of an accelerated benefit if the Contract is assigned
in whole or in part, or if the owner is required to elect it by any third party.
The total of accelerated benefit payments under all Contracts issued by Merrill
Lynch Life and its affiliates on the life of the insured may not exceed
$250,000.

Upon payment of an accelerated benefit, Merrill Lynch Life will reduce the face
amount of the Contract by the amount of the accelerated benefit payment. The
cash value will be reduced and will equal the original cash value multiplied by
the death benefit after payment of the accelerated benefit, divided by the death
benefit before payment of the accelerated benefit. The investment base, fixed
base and variable insurance amount will each be reduced as a result of the
decrease in death benefit and cash value. The guarantee period will also be
recalculated. The reduction in total investment base will be allocated among the
investment divisions based on the percentages indicated by the owner. If such
instructions are not provided, allocation will be made among the investment
divisions in the same proportion as the investment base in each division bears
to the total investment base, as of the date of payment. Any outstanding debt
will be reduced by the amount of the loan repayment deducted from the
accelerated benefit.

The ABR terminates on the earliest of the date an accelerated benefit payment is
made; or the date that the Contract is surrendered, lapses or otherwise
terminates, or the date Merrill Lynch Life receives the contract owner's request
to terminate the ABR.

RIGHTS TO CANCEL OR CONVERT

"Free Look" Period. A contract owner may cancel his or her Contract during the
"free look" period by returning it for a refund. Generally, the "free look"
period ends the later of ten days after the Contract is received, 45 days after
the contract owner completes the application or ten days after Merrill Lynch
Life mails or personally delivers to the contract owner the Notice of Withdrawal
Right. To cancel the Contract during the "free look" period, the contract owner
must mail or deliver the Contract to Merrill Lynch Life's Service Center or to
the registered representative who sold it. Merrill Lynch Life will refund the
payment made without interest. If cancelled, Merrill Lynch Life may require the
contract owner to wait six months before applying again.

Converting the Contract. A contract owner may convert the Contract for a joint
and last survivor contract with benefits that do not vary with the investment
results of a separate account. Once a contract owner exercises this right, the
investment base and additional payments may not be allocated to the Separate
Account. A request to convert must be made in writing within 24 months after the
issue date of the Contract provided one of the insured's is living. The
conversion will not require evidence of insurability.

The conversion will be accomplished by adding an endorsement to the Contract and
transferring, without charge, the investment base in the Separate Account to the
guaranteed interest division ("GID"). Assets in the guaranteed interest division
are held in Merrill Lynch Life's general account. The investment base at the
time of conversion and any additional payments will remain in the guaranteed
interest division and be credited with interest at a rate declared by Merrill
Lynch Life. A declared interest rate for any amount allocated to the guaranteed
interest division will be in effect for at least one year. After conversion, the
Contract will not be

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subject to charges to the Separate Account. For a discussion of the tax
consequences of converting the Contract, see "Tax Considerations" on page 30.

REPORTS TO CONTRACT OWNERS

After the end of each processing period, contract owners will be sent a
statement of the allocation of their investment base, death benefit, cash value,
any debt and, if there has been a change, the face amount, the guarantee period
and the additional insurance rider face amount. All figures will be as of the
end of the immediately preceding processing period. The statement will show the
amounts deducted from or added to the investment base during the processing
period. The statement will also include any other information that may be
currently required by a contract owner's state.

Contract owners will receive confirmation of all financial transactions. Such
confirmations will show the price per unit of each of the contract owner's
investment divisions, the number of units a contract owner has in the investment
division and the value of the investment division computed by multiplying the
quantity of units by the price per unit. (See "Net Rate of Return for an
Investment Division" on page 35.) The sum of the values in each investment
division is a contract owner's investment base.

Contract owners will also be sent an annual and a semi-annual report containing
financial statements and a list of portfolio securities of the Series Fund and
the Variable Series Funds, as required by the Investment Company Act of 1940.

CMA Account Reporting. Contract owners who have the CMA Insurance Service will
have certain Contract information included as part of their regular monthly CMA
account statement. It will list the investment base allocation, death benefit,
cash value, debt and any CMA account activity affecting the Contract during the
month.

MORE ABOUT THE CONTRACT

USING THE CONTRACT

Ownership. The contract owner is usually one of the insureds, unless another
owner has been named in the application. The contract owner has all rights and
options described in the Contract.

The contract owner may want to name a contingent owner. If the contract owner
dies before the last surviving insured, the contingent owner will own the
contract owner's interest in the Contract and have the contract owner's rights.
If the contract owner doesn't name a contingent owner, the contract owner's
estate will own the contract owner's interest in the Contract upon the owner's
death.

If there is more than one contract owner, Merrill Lynch Life will treat the
owners as joint tenants with rights of survivorship unless the ownership
designation provides otherwise. The owners must exercise their rights and
options jointly, except that any one of the owners may reallocate the Contract's
investment base by phone if the owner provides the personal identification
number as well as the Contract number. One contract owner must be designated, in
writing, to receive all notices, correspondence and tax reporting to which
contract owners are entitled under the Contract.

Changing the Owner. During either insured's lifetime, with the consent of any
irrevocable beneficiary, the contract owner has the right to transfer ownership
of the Contract. The new owner will have all rights and options described in the
Contract. The change will be effective as of the day the notice is signed, but
will not affect any payment made or action taken by Merrill Lynch Life before
receipt of the notice of the change at the Service Center. Changing the owner
may have tax consequences. (See "Tax Considerations" on page 30.)

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notice at the Service Center in order to make or release an assignment. Merrill
Lynch Life is not responsible for the validity of any assignment.

For a discussion of the tax issues associated with a collateral assignment, see
"Tax Considerations" on page 30.

Naming Beneficiaries. Merrill Lynch Life will pay the primary beneficiary the
death benefit proceeds of the Contract on the last surviving insured's death. If
the primary beneficiary has died, Merrill Lynch Life will pay the contingent
beneficiary. If no contingent beneficiary is living, Merrill Lynch Life will pay
the estate of the last surviving insured.

A contract owner may name more than one person as primary or contingent
beneficiaries. Merrill Lynch Life will pay proceeds in equal shares to the
surviving beneficiaries unless the beneficiary designation provides otherwise.

A contract owner has the right to change beneficiaries during either insured's
lifetime, unless the primary beneficiary designation has been made irrevocable.
If the designation is irrevocable, the primary beneficiary must consent when
certain rights and options are exercised under this Contract. If the beneficiary
is changed, the change will take effect as of the day the notice is signed, but
will not affect any payment made or action taken by Merrill Lynch Life before
receipt of the notice of the change at the Service Center.

How Merrill Lynch Life Makes Payments. Merrill Lynch Life generally pays death
benefit proceeds, partial withdrawals, loans and net cash surrender value on
cancellation from the Separate Account within seven days after the Service
Center receives all the information needed to process the payment.

However, it may delay payment from the Separate Account if it isn't practical
for Merrill Lynch Life to value or dispose of Trust units, Series Fund shares or
Variable Series Funds shares because:

- the New York Stock Exchange is closed, other than for a customary weekend
or holiday; or

- trading on the New York Stock Exchange is restricted by the Securities
and Exchange Commission; or

- the Securities and Exchange Commission declares that an emergency exists
such that it is not reasonably practical to dispose of securities held in
the Separate Account or to determine the value of their assets; or

- the Securities and Exchange Commission by order so permits for the
protection of contract owners.

SOME ADMINISTRATIVE PROCEDURES

Described below are certain administrative procedures. Merrill Lynch Life
reserves the right to modify them or to eliminate them. For administrative and
tax purposes, Merrill Lynch Life may from time to time require that specific
forms be completed in order to accomplish certain transactions, including
surrenders.

Personal Identification Number. Merrill Lynch Life will send each contract
owner a four-digit personal identification number ("PIN") shortly after the
Contract is placed in force and before the end of the "free look" period. This
number must be given when the contract owner calls the Service Center to get
information about the Contract, to make a loan (if an authorization is on file),
or to make other requests. Each PIN will be accompanied by a notice reminding
the contract owner that all of the investment base is in the division investing
in the Money Reserve Portfolio and will be reallocated to the investment
divisions selected at the time of application. The notice sent to contract
owners who did not choose to preallocate investment base will indicate that the
allocation to the Money Reserve Portfolio may be changed by calling or writing
to the Service Center. (See "Changing the Allocation" on page 16.)

Reallocating the Investment Base. Contract owners can reallocate their
investment base either in writing in a form satisfactory to Merrill Lynch Life
or by phone. If the reallocation is requested by phone, contract owners must
give their personal identification number as well as their Contract number.
Merrill Lynch Life will give a confirmation number over the phone and then
follow up in writing.

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Requesting a Loan. A loan may be requested in writing in a form satisfactory to
Merrill Lynch Life or, if all required authorization forms are on file, by
phone. Once the authorization has been received at the Service Center, contract
owners can call the Service Center, give their Contract number, name and
personal identification number, and tell Merrill Lynch Life the loan amount and
from which divisions the loan should be transferred.

Upon request, Merrill Lynch Life will wire the funds to the contract owner's
account at the financial institution named on the contract owner's
authorization. Merrill Lynch Life will generally wire the funds within two
working days of receipt of the request. If the contract owner has the CMA
Insurance Service, funds may be transferred directly to that CMA account.

Requesting Partial Withdrawals. Beginning in the second contract year, partial
withdrawals may be requested in writing in a form satisfactory to Merrill Lynch
Life. A contract owner may request a partial withdrawal by phone if all required
phone authorization forms are on file. Once the authorization has been received
at the Service Center, contract owners can call the Service Center, give their
Contract number, name and personal identification number, and tell Merrill Lynch
Life how much to withdraw and from which investment divisions.

Telephone Requests. A telephone request for a loan, partial withdrawal or a
reallocation received before 4 p.m. (ET) generally will be processed the same
day. A request received at or after 4 p.m. (ET) will be processed the following
business day. Merrill Lynch Life reserves the right to change or discontinue
telephone transfer procedures.

OTHER CONTRACT PROVISIONS

In Case of Errors in the Application. If an age or sex given in the application
is wrong, it could mean that the face amount or any other Contract benefit is
wrong. Merrill Lynch Life will pay what the payments made would have bought for
the guarantee period at the true age or sex.

Incontestability. Merrill Lynch Life will rely on statements made in the
applications. Legally, they are considered representations, not warranties.
Merrill Lynch Life can contest the validity of a Contract if any material
misstatements are made in the initial application or any application for
reinstatement. Merrill Lynch Life can also contest the validity of any change in
face amount due to a change in death benefit option or any increase in the
additional insurance rider face amount requested if any material misstatements
are made in any application required for the change or increase.

Subject to state regulation, Merrill Lynch Life will not contest the validity of
a Contract after it has been in effect during the lifetimes of both insureds for
two years from the date of issue or the date of any reinstatement. A change in
face amount due to a change in the death benefit option or any increase in the
additional insurance rider face amount won't be contested after the change or
increase has been in effect during the lifetimes of both insureds for two years
from the date of the change.

At the end of the second contract year, Merrill Lynch Life will mail the
contract owner a notice requesting that he or she tell Merrill Lynch Life if
either insured has died. Failure to tell Merrill Lynch Life of the death of
either insured will not avoid a contest if Merrill Lynch Life has grounds to do
so, even if the Contract is still in force.

Payment in Case of Suicide. Subject to state regulation, if either insured
commits suicide within two years from the Contract's issue date or the date of
any reinstatement, Merrill Lynch Life will pay only a limited death benefit and
then terminate the Contract. The benefit will be equal to the amount of the
payments made, reduced by any debt and partial withdrawals.

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Subject to state regulation, if either insured commits suicide within two years
of the effective date of a change in the death benefit option requiring evidence
of insurability or of the effective date of an increase in the additional
insurance rider face amount, any amount of death benefit which would not be
payable except for the fact that the face amount was increased will be limited
to the amount of cost of insurance deductions made for the increase.

Establishing Survivorship. If Merrill Lynch Life is unable to determine which
of the insureds was the last survivor on the basis of the proofs of death
provided, it will consider insured No. 1 as designated in the application to be
the last surviving insured.

Contract Changes -- Applicable Federal Tax Law. To receive the tax treatment
accorded to life insurance under federal income tax law, the Contract must
qualify initially and continue to qualify as life insurance under the Internal
Revenue Code or successor law. Therefore, to maintain this qualification to the
maximum extent of the law, Merrill Lynch Life reserves the right to return any
additional payments that would cause the Contract to fail to qualify as life
insurance under applicable tax law as interpreted by Merrill Lynch Life.
Further, Merrill Lynch Life reserves the right to make changes in the Contract
or its riders or to make distributions from the Contract to the extent it is
necessary to continue to qualify the Contract as life insurance. Any changes
will apply uniformly to all Contracts that are affected and contract owners will
be given advance written notice of such changes.

Policy Split Rider. This rider allows the contract owner to split the Contract
into two new individual contracts upon divorce of the insureds or if certain
federal tax law changes occur. Certain conditions described in the rider,
including evidence of insurability of both insureds, must be met before the
rider's benefit can be exercised. For more information about this rider and the
conditions and rules relating to the exercise of any rights under the rider, the
contract owner should call the Service Center. The Service Center can also
provide the contract owner with a prospectus for the individual contract. For a
discussion of the possible tax consequences of splitting the Contract, see "Tax
Considerations" on page 30.

State Variations. Certain Contract features, including the "free look" right,
are subject to state variation. The contract owner should read his or her
Contract carefully to determine whether any variations apply in the state in
which the Contract is issued.

INCOME PLANS

Merrill Lynch Life offers several income plans to provide for payment of the
death benefit proceeds to the beneficiary. The contract owner may choose one or
more income plans at any time during the lifetime of either insured. If no plan
has been chosen when the last surviving insured dies, the beneficiary has one
year to apply the death benefit proceeds either paid or payable to that
beneficiary to one or more of the plans. The contract owner may also choose one
or more income plans if the Contract is cancelled or a partial withdrawal is
taken. Merrill Lynch Life's approval is needed for any plan where any income
payment would be less than $100. Payments under these plans do not depend on the
investment results of a separate account.

Income plans include:

Annuity Plan. An amount can be used to purchase a single premium immediate
annuity.

Interest Payment. Amounts can be left with Merrill Lynch Life to earn
interest at an annual rate of at least 3%. Interest payments can be made
annually, semiannually, quarterly or monthly.

Income for a Fixed Period. Payments are made in equal installments for a
fixed number of years.

Income for Life. Payments are made in equal monthly installments until
death of a named person or end of a designated period, whichever is later.
The designated period may be for 10 or 20 years.

Income of a Fixed Amount. Payments are made in equal installments until
proceeds applied under the option and interest on unpaid balance at not
less than 3% per year are exhausted.

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Joint Life Income. Payments are made in monthly installments as long as at
least one of two named persons is living. While both are living, full
payments are made. If one dies, payments at two-thirds of the full amount
are made. Payments end completely when both named persons die.

Once in effect, some of the plans may not provide any surrender rights.

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, Merrill Lynch Life may reduce the
sales load, cost of insurance rates and the minimum payment and may modify
underwriting classifications and requirements.

Group arrangements include those in which a trustee or an employer, for example,
purchases Contracts covering a group of individuals on a group basis. Sponsored
arrangements include those in which an employer allows Merrill Lynch Life to
sell Contracts to its employees on an individual basis. Costs for sales,
administration and mortality generally vary with the size and stability of the
group and the reasons the Contracts are purchased, among other factors. Merrill
Lynch Life takes all these factors into account when reducing charges. To
qualify for reduced charges, a group or sponsored arrangement must meet certain
requirements, including requirements for size and number of years in existence.
Group or sponsored arrangements that have been set up solely to buy Contracts or
that have been in existence less than six months will not qualify for reduced
charges.

Merrill Lynch Life makes any reductions according to rules in effect when an
application for a Contract or additional payment is approved. It may change
these rules from time to time. However, reductions in charges will not
discriminate unfairly against any person.

UNISEX LEGAL CONSIDERATIONS FOR EMPLOYERS

In 1983 the Supreme Court held in Arizona Governing Committee v. Norris that
optional annuity benefits provided under an employee's deferred compensation
plan could not, under Title VII of the Civil Rights Act of 1964, vary between
men and women. In addition, legislative, regulatory or decisional authority of
some states may prohibit use of sex-distinct mortality tables under certain
circumstances.

Generally, the Contracts offered by this Prospectus are based on mortality
tables that distinguish between men and women. As a result, the Contract pays
different benefits to men and women of the same age. Employers and employee
organizations should check with their legal advisers before purchasing
Contracts.

Some states prohibit the use of actuarial tables that distinguish between men
and women in determining payments and contract benefits for contracts issued on
the lives of their residents. Therefore, Contracts offered in this Prospectus to
insure residents of these states will have unisex payments and benefits which
are based on actuarial tables that do not differentiate on the basis of sex.

SELLING THE CONTRACTS

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") is the principal
underwriter of the Contract. It was organized in 1958 under the laws of the
state of Delaware and is registered as a broker dealer under the Securities
Exchange Act of 1934. It is a member of the National Association of Securities
Dealers, Inc. ("NASD"). The principal business address of MLPF&S is World
Financial Center, 250 Vesey Street, New York, New York 10281. MLPF&S also acts
as principal underwriter of other variable life insurance and variable annuity
contracts issued by Merrill Lynch Life, as well as variable life insurance and
variable annuity contracts issued by ML Life Insurance Company of New York, an
affiliate of Merrill Lynch Life. MLPF&S also acts as principal underwriter of
certain mutual funds managed by MLAM, the investment adviser for the Series Fund
and the Variable Series Funds.

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distribution agreement with MLPF&S and companion sales agreements with the
Merrill Lynch Life Agencies through which agreements the Contracts and other
variable life insurance contracts issued through the Separate Account are sold
and the registered representatives are compensated by Merrill Lynch Life
Agencies and/or MLPF&S.

The maximum commissions Merrill Lynch Life will pay to the applicable insurance
agency to be used to pay commissions to registered representatives are as
follows: 95% of the target premium under the Contract; plus 3% of payments
thereafter. In addition, an amount equal to .11% of persisting investment base
under a Contract may be paid on an annual basis. Commissions may be paid in the
form of non-cash compensation.

The amounts paid under the distribution and sales agreements for the Separate
Account for the years ended December 31, 1995, and December 31, 1994 and
December 31, 1993 were $8,375,066, $8,456,418 and $2,513,335, respectively.

MLPF&S may arrange for sales of the Contract by other broker-dealers who are
registered under the Securities Exchange Act of 1934 and are members of the
NASD. Registered representatives of these other broker-dealers may be
compensated on a different basis than MLPF&S registered representatives.

TAX CONSIDERATIONS

Definition of Life Insurance. In order to qualify as a life insurance contract
for federal tax purposes, the Contract must meet the definition of a life
insurance contract which is set forth in Section 7702 of the Internal Revenue
Code of 1986, as amended (the "Code"). The manner in which Section 7702 should
be applied to certain features of the Contract offered in this Prospectus is not
directly addressed by Section 7702. Nevertheless, Merrill Lynch Life believes it
is reasonable to conclude that the Contract will meet the Section 7702
definition of a life insurance contract, so that:

- the death benefit should be fully excludable from the gross income of the
beneficiary under Section 101(a)(1) of the Code; and

- the contract owner should not be considered in constructive receipt of
the cash value, including any increases, until actual cancellation of the
Contract (see "Tax Treatment of Loans and Other Distributions" below).

In the absence of final regulations or other pertinent interpretations of
Section 7702, however, there is necessarily some uncertainty as to whether a
Contract will meet the statutory life insurance contract definition,
particularly if it insures substandard risks. If a Contract were determined not
to be a life insurance contract for purposes of Section 7702, such Contract
would not provide most of the tax advantages normally provided by a life
insurance contracts.

Merrill Lynch Life thus reserves the right to make changes in the Contract if
such changes are deemed necessary to attempt to assure its qualification as a
life insurance contract for tax purposes. (See "Contract Changes -- Applicable
Federal Tax Law" on page 28.)

Diversification. Section 817(h) of the Code provides that separate account
investments (or the investments of a mutual fund, the shares of which are owned
by separate accounts of insurance companies) underlying the Contract must be
"adequately diversified" in accordance with Treasury regulations in order for
the Contract to qualify as life insurance. The Treasury Department has issued
regulations prescribing the diversification requirements in connection with
variable contracts. The Separate Account, through the Series Fund and the
Variable Series Funds, intends to comply with these requirements. Although
Merrill Lynch Life doesn't control the Series Fund or the Variable Series Funds,
it intends to monitor the investments of the Series Fund and the Variable Series
Funds to ensure compliance with the requirements prescribed by the Treasury
Department.

In connection with the issuance of the temporary diversification regulations,
the Treasury Department stated that it anticipates the issuance of regulations
or rulings prescribing the circumstances in which an owner's control of the
investments of a separate account may cause the owner, rather than the insurance
company, to be treated as the owner of the assets in the account. If the
contract owner is considered the owner of the assets of the Separate Account,
income and gains from the account would be included in the owner's gross income.

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The ownership rights under the Contract offered in this Prospectus are similar
to, but different in certain respects from, those described by the Internal
Revenue Service in rulings in which it determined that the owners were not
owners of separate account assets. For example, the owner of the Contract has
additional flexibility in allocating payments and cash values. These differences
could result in the owner being treated as the owner of the assets of the
Separate Account. In addition, Merrill Lynch Life does not know what standards
will be set forth in the regulations or rulings which the Treasury has stated it
expects to be issued. Merrill Lynch Life therefore reserves the right to modify
the Contract as necessary to attempt to prevent the contract owner from being
considered an owner of the assets of the Separate Account.

Tax Treatment of Loans and Other Distributions. Federal tax law establishes a
class of life insurance contracts referred to as modified endowment contracts. A
modified endowment contract is any contract which satisfies the definition of
life insurance set forth in Section 7702 of the Code but fails to meet the 7-pay
test. This test applies a cumulative limit on the amount of payments that can be
made into a contract each year in the first seven contract years in order to
avoid modified endowment treatment. In effect, compliance with the 7-pay test
requires that contracts be purchased with a higher face amount for a given
initial payment than would otherwise be required, at a minimum, to meet the
definition of life insurance. Contracts that do not satisfy the 7-pay test,
including contracts which initially satisfied the 7-pay test but later failed
the test, will be considered modified endowment contracts subject to the
following distribution rules. Loans and partial withdrawals from, as well as
collateral assignments of, modified endowment contracts will be treated as
distributions to the contract owner. Furthermore, if the loan interest is
capitalized by adding the amount due to the balance of the loan, the amount of
the capitalized interest will be treated as a distribution which may be subject
to income tax, to the extent of the income in the contract. All pre-death
distributions (including loans, partial withdrawals and collateral assignments)
from these contracts will be included in gross income on an income-first basis
to the extent of any income in the contract (the cash value less the contract
owner's investment in the contract) immediately before the distribution.

The law also imposes a 10% penalty tax on pre-death distributions (including
loans, capitalized interest, collateral assignments, partial withdrawals and
complete surrenders) from modified endowment contracts to the extent they are
included in income, unless such amounts are distributed on or after the taxpayer
attains age 59 1/2, because the taxpayer is disabled, or as substantially equal
periodic payments over the taxpayer's life (or life expectancy) or over the
joint lives (or joint life expectancies) of the taxpayer and his or her
beneficiary.

Contracts that comply with the 7-pay test will not be classified as modified
endowment contracts. Loans from contracts that are not modified endowment
contracts generally will be considered indebtedness of an owner and no part of a
loan generally will constitute income to the owner. (The treatment of a
preferred loan is unclear; such a loan may be considered a withdrawal instead of
an indebtedness of the contract owner.) In addition, pre-death distributions
from these contracts will generally not be included in gross income to the
extent that the amount received does not exceed the owner's investment in the
contract. An exception to this general rule may occur in the case of a decrease
in the death benefit provided in respect of a contract (possibly resulting from
a partial withdrawal) or any other change that reduces benefits under the
contract in the first 15 years after the contract is issued and that results in
a cash distribution to the contract owner in order for the contract to continue
complying with the Section 7702 definitional limits. Such a cash distribution
may be taxed in whole or in part as ordinary income (to the extent of any gain
in the contract) under rules prescribed in Section 7702.

A lapse of a contract that is not a modified endowment contract with an
outstanding loan will result in the treatment of the loan cancellation
(including the accrued interest) as a distribution under the contract and may be
taxable.

Compliance with the 7-pay test does not imply or guarantee that only seven
payments will be required for the initial death benefit to be guaranteed for
life. Making additional payments or reducing the benefits (for example, through
a partial withdrawal, a change in death benefit option or terminating additional
benefits under a rider) may violate the 7-pay test or, at a minimum, reduce the
amount that may be paid in the future under the 7-pay test. Further, reducing
the death benefit at any time will require retroactive retesting and will

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probably result in a failure of the 7-pay test regardless of any efforts by
Merrill Lynch Life to provide a payment schedule that will not violate the 7-pay
test.

Any contract received in an exchange for a modified endowment contract will be
considered a modified endowment contract and will be subject to the tax
treatment accorded to modified endowment contracts that is described in the
Prospectus. A contract that is not originally classified as a modified endowment
contract can become so classified if there is a reduction in benefits at any
time (including, for example, by a decrease in the additional insurance rider
face amount or a change in death benefit option) or if a material change is made
in the contract at any time. (A material change includes, but is not limited to,
a change in the benefits that was not reflected in a prior 7-pay test
computation, such as a change in death benefit option.) This could result from
additional payments made after 7-pay test calculations done at the time of the
contract exchange. Contract owners may choose not to exercise their right to
make additional payments, in order to preserve their contract's current tax
treatment.

If a contract becomes a modified endowment contract, distributions that occur
during the contract year it becomes a modified endowment contract and any
subsequent contract year will be taxed as distributions from a modified
endowment contract. In addition, distributions from a contract within two years
before it becomes a modified endowment contract will be taxed in this manner.
This means that a distribution made from a contract that is not a modified
endowment contract could later become taxable as a distribution from a modified
endowment contract.

Special Treatment of Loans on the Contract. If there is any borrowing against
the Contract, whether a modified endowment contract or not, the interest paid on
loans may not be tax deductible.

Aggregation of Modified Endowment Contracts. In the case of a pre-death
distribution (including a loan, partial withdrawal, collateral assignment or
complete surrender) from a contract that is treated as a modified endowment
contract under the rules described above, a special aggregation requirement may
apply for purposes of determining the amount of the income on the contract.
Specifically, if Merrill Lynch Life or any of its affiliates issues to the same
contract owner more than one modified endowment contract within a calendar year,
then for purposes of measuring the income on the contract with respect to a
distribution from any of those contracts, the income on the contract for all
those contracts will be aggregated and attributed to that distribution.

Tax Treatment of Policy Split. The policy split rider permits a Contract to be
split into two individual contracts upon the occurrence of a divorce of joint
insureds or certain changes in federal estate tax law. A policy split could have
adverse tax consequences; for example, it is not clear whether a policy split
will be treated as a nontaxable exchange under Sections 1031 through 1043 of the
Code. If a policy split is not treated as a nontaxable exchange, a split could
result in the recognition of taxable income in an amount up to any gain in the
Contract at the time of the split. In addition, it is not clear whether the
individual contracts that result from a policy split would in all circumstances
be treated as life insurance contracts for federal income tax purposes and, if
so treated, whether the individual contracts would be classified as modified
endowment contracts. (See "Tax Treatment of Loans and Other Distributions" on
page 31.) Before the contract owner exercises rights provided by the policy
split rider, it is important that he or she consult with a competent tax advisor
regarding the possible consequences of a policy split.

Accelerated Benefit Rider. The federal income tax consequences associated with
adding an Accelerated Benefit Rider to a Contract or receiving an accelerated
benefit payment under such a rider are uncertain. You should consult your
personal tax advisor about these tax consequences.

Other Tax Considerations. The transfer of the Contract or the designation of a
beneficiary may have federal, state, and/or local transfer and inheritance tax
consequences, including the imposition of gift, estate and generation skipping
transfer taxes. For example, the transfer of the Contract to, or the designation
as beneficiary of, or the payment of proceeds to, a person who is assigned to a
generation which is two or more generations below the generation assignment of
the contract owner, may have generation skipping transfer tax considerations
under Section 2601 of the Code.

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The individual situation of each contract owner or beneficiary will determine
the extent, if any, to which federal, state and local transfer taxes may be
imposed. The contract owner should consult with a tax advisor for specific
information in connection with these taxes.

The particular situation of each contract owner or beneficiary will determine
how ownership or receipt of contract proceeds will be treated for purposes of
federal estate tax, as well as state and local estate, inheritance, generation
skipping and other taxes.

Other Transactions. Changing the contract owner or the face amount of the base
contract or an additional insurance rider may have tax consequences. Exchanging
this Contract for another involving the same insureds should have no federal
income consequences if there is no debt and no cash or other property is
received, according to Section 1035(a)(1) of the Code. The new contract would
have to satisfy the 7-pay test from the date of the exchange to avoid
characterization as a modified endowment contract. An exchange for a new
contract may, however, result in a loss of grandfathering status for statutory
changes made after the old contract was issued. A tax advisor should be
consulted before effecting an exchange.

In addition, the Contract may be used in various arrangements, including
nonqualified deferred compensation or salary continuance plans, split dollar
insurance plans, executive bonus plans, retiree medical benefit plans and
others. The tax consequences of such plans may vary depending on the particular
facts and circumstances of each individual arrangement. Therefore, if you are
contemplating the use of a contract in any arrangement the value of which
depends in part on its tax consequences, you should be sure to consult a
qualified tax advisor regarding the tax attributes of the particular
arrangement.

Ownership of This Contract by Non-Natural Persons. The above discussion of the
tax consequences arising from the purchase, ownership and transfer of the
Contract has assumed that the owner of the Contract consists of one or more
individuals. Organizations exempt from taxation under Section 501(a) of the Code
may be subject to additional or different tax consequences with respect to
transactions such as contract loans. Further, organizations purchasing Contracts
covering the life of an individual who is an officer or employee, or is
financially interested in, the taxpayer's trade or business, should consult a
tax advisor regarding possible tax consequences associated with a contract prior
to the acquisition of this Contract and also before entering into any subsequent
changes to or transactions under this Contract.

Merrill Lynch Life does not make any guarantee regarding the tax status of any
Contract or any transaction regarding the Contract.

The above discussion is not intended as tax advice. For tax advice contract
owners should consult a competent tax advisor. Although this tax discussion is
based on Merrill Lynch Life's understanding of federal income tax laws as they
are currently interpreted, it can't guarantee that those laws or interpretations
will remain unchanged.

MERRILL LYNCH LIFE'S INCOME TAXES

Insurance companies are generally required to capitalize and amortize certain
policy acquisition expenses over a ten-year period rather than currently
deducting such expenses. This treatment applies to the deferred acquisition
expenses of a Contract and results in a significantly higher corporate income
tax liability for Merrill Lynch Life in early contract years. Merrill Lynch Life
makes a charge to compensate Merrill Lynch Life for the anticipated higher
corporate income taxes that result from the receipt of payments under a
Contract. (See "Contract Loading" on page 17.)

Currently, Merrill Lynch Life makes no charges to the Separate Account for any
federal, state or local taxes that it incurs that may be attributable to the
Separate Account or to the Contracts. Merrill Lynch Life, however, reserves the
right to make a charge for assessments of federal premium taxes or federal,
state or local excise, profits or income taxes measured by or attributable to
the receipt of premiums.

34
<PAGE> 39

REINSURANCE

Merrill Lynch Life intends to reinsure some of the risks assumed under the
Contracts.

MORE ABOUT THE SEPARATE ACCOUNT AND ITS DIVISIONS

ABOUT THE SEPARATE ACCOUNT

The Separate Account is registered with the Securities and Exchange Commission
under the Investment Company Act of 1940 as a unit investment trust. This
registration does not involve any supervision by the Securities and Exchange
Commission of Merrill Lynch Life's management or the management of the Separate
Account. The Separate Account is also governed by the laws of the State of
Arkansas, Merrill Lynch Life's state of domicile.

Merrill Lynch Life owns all of the assets of the Separate Account. These assets
are held separate and apart from all of Merrill Lynch Life's other assets.
Merrill Lynch Life maintains records of all purchases and redemptions of Series
Fund, Variable Series Funds and Zero Trust shares by each of the investment
divisions.

CHANGES WITHIN THE ACCOUNT

Merrill Lynch Life may from time to time make additional investment divisions
available to contract owners. These divisions will invest in investment
portfolios Merrill Lynch Life finds suitable for the Contracts. Merrill Lynch
Life also has the right to eliminate investment divisions from the Separate
Account, to combine two or more investment divisions, or to substitute a new
portfolio for the portfolio in which an investment division invests. A
substitution may become necessary if, in Merrill Lynch Life's judgment, a
portfolio no longer suits the purposes of the Contracts. This may happen due to
a change in laws or regulations or in a portfolio's investment objectives or
restrictions, or because the portfolio is no longer available for investment, or
for some other reason. Merrill Lynch Life would get any required prior approval
from the Arkansas State Insurance Department and the Securities and Exchange
Commission before making such a substitution. It would also get any other
required approvals before making such a substitution.

Subject to any required regulatory approvals, Merrill Lynch Life reserves the
right to transfer assets of the Separate Account or of any of the investment
divisions to another separate account or investment division.

When permitted by law, Merrill Lynch Life reserves the right to:

- deregister the Separate Account under the Investment Company Act of 1940;

- operate the Separate Account as a management company under the Investment
Company Act of 1940;

- restrict or eliminate any voting rights of contract owners, or other
persons who have voting rights as to the Separate Account; and

- combine the Separate Account with other separate accounts.

NET RATE OF RETURN FOR AN INVESTMENT DIVISION

Each investment division has a distinct unit value (also referred to as "price"
or "separate account index" in reports furnished to the contract owner by
Merrill Lynch Life). When payments or other amounts are allocated to an
investment division, a number of units are purchased based on the value of a
unit of the investment division as of the end of the valuation period during
which the allocation is made. When amounts are transferred out of, or deducted
from, an investment division, units are redeemed in a similar manner. A
valuation period is each business day together with any non-business days before
it. A business day for an investment division is any day the New York Stock
Exchange is open or the SEC requires that the net asset value of an investment
division be determined.

35
<PAGE> 40

For each investment division, the separate account index was initially set at
$10.00. The separate account index for each subsequent valuation period
fluctuates based upon the net rate of return for that period. Merrill Lynch Life
determines the net rate of return of an investment division at the end of each
valuation period. The net rate of return reflects the investment performance of
the division for the valuation period and is net of the charges to the Separate
Account described on page 17.

For divisions investing in the Series Fund or the Variable Series Funds, shares
are valued at net asset value and reflect reinvestment of any dividends or
capital gains distributions declared by the Series Fund or the Variable Series
Funds.

For divisions investing in the Zero Trusts, units of each Zero Trust are valued
at the sponsor's repurchase price, as explained in the prospectus for the Zero
Trusts.

THE SERIES FUND AND THE VARIABLE SERIES FUNDS

Buying and Redeeming Shares. The Series Fund and the Variable Series Funds sell
and redeem their shares at net asset value. Any dividend or capital gain
distribution will be reinvested at net asset value in shares of the same
portfolio.

Voting Rights. Merrill Lynch Life is the legal owner of all Series Fund and
Variable Series Funds shares held in the Separate Account. As the owner, Merrill
Lynch Life has the right to vote on any matter put to vote at the Series Fund's
and the Variable Series Funds' shareholder meetings. However, Merrill Lynch Life
will vote all Series Fund and Variable Series Funds shares attributable to
Contracts according to instructions received from contract owners. Shares
attributable to Contracts for which no voting instructions are received will be
voted in the same proportion as shares in the respective investment divisions
for which instructions are received. Shares not attributable to Contracts will
also be voted in the same proportion as shares in the respective divisions for
which instructions are received. If any federal securities laws or regulations,
or their present interpretation, change to permit Merrill Lynch Life to vote
Series Fund and Variable Series Funds shares in its own right, it may elect to
do so.

Merrill Lynch Life determines the number of shares that contract owners have in
an investment division by dividing their Contract's investment base in that
division by the net asset value of one share of the portfolio. Fractional votes
will be counted. Merrill Lynch Life will determine the number of shares for
which a contract owner may give voting instructions 90 days or less before each
Series Fund or Variable Series Funds meeting. Merrill Lynch Life will request
voting instructions by mail at least 14 days before the meeting.

Under certain circumstances, Merrill Lynch Life may be required by state
regulatory authorities to disregard voting instructions. This may happen if
following the instructions would mean voting to change the sub-classification or
investment objectives of the portfolios, or to approve or disapprove an
investment advisory contract.

Merrill Lynch Life may also disregard instructions to vote for changes in the
investment policy or the investment adviser if it disapproves of the proposed
changes. Merrill Lynch Life would disapprove a proposed change only if it was:

- contrary to state law;

- prohibited by state regulatory authorities; or

- decided by management that the change would result in overly speculative
or unsound investments.

If Merrill Lynch Life disregards voting instructions, it will include a summary
of its actions in the next semi-annual report.

36
<PAGE> 41

Resolving Material Conflicts. Shares of the Series Fund are available for
investment by Merrill Lynch Life, ML Life Insurance Company of New York (an
indirect wholly owned subsidiary of Merrill Lynch & Co., Inc.) and Monarch Life
Insurance Company (an insurance company not affiliated with Merrill Lynch Life
or Merrill Lynch & Co., Inc.). Shares of the Variable Series Funds are currently
sold only to separate accounts of Merrill Lynch Life, ML Life Insurance Company
of New York, and several insurance companies not affiliated with Merrill Lynch
Life or Merrill Lynch & Co., Inc. to fund benefits under certain variable life
insurance and variable annuity contracts. Shares of each Fund of Variable Series
Funds may be made available to the separate accounts of additional insurance
companies in the future.

It is possible that differences might arise between Merrill Lynch Life's
Separate Account and one or more of the other separate accounts which invest in
the Series Fund or the Variable Series Funds. In some cases, it is possible that
the differences could be considered "material conflicts". Such a "material
conflict" could also arise due to changes in the law (such as state insurance
law or federal tax law) which affect these different variable life insurance and
variable annuity separate accounts. It could also arise by reason of difference
in voting instructions from Merrill Lynch Life's contract owners and those of
the other insurance companies, or for other reasons. Merrill Lynch Life will
monitor events to determine how to respond to such conflicts. If a conflict
occurs, Merrill Lynch Life may be required to eliminate one or more investment
divisions of the Separate Account which invest in the Series Fund or the
Variable Series Funds or substitute a new portfolio for a portfolio in which a
division invests. In responding to any conflict, Merrill Lynch Life will take
the action which it believes necessary to protect its contract owners,
consistent with applicable legal requirements.

Administration Services Arrangement. MLAM has entered into an agreement with
Merrill Lynch Insurance Group, Inc. ("MLIG"), an affiliate of Merrill Lynch
Life, with respect to administration services for the Series Fund and the
Variable Series Funds in connection with the Contracts and other variable life
insurance and variable annuity contracts issued by Merrill Lynch Life. Under
this agreement, MLAM pays compensation to MLIG in an amount equal to a portion
of the annual gross investment advisory fees paid by the Series Fund and the
Variable Series Funds to MLAM attributable to variable contracts issued by
Merrill Lynch Life.

CHARGES TO SERIES FUND ASSETS

The Series Fund incurs operating expenses and pays a monthly advisory fee to
MLAM. This fee equals an annual rate of:

- .50% of the first $250 million of the aggregate average daily net assets
of the Series Fund;

- .45% of the next $50 million of such assets;

- .40% of the next $100 million of such assets;

- .35% of the next $400 million of such assets; and

- .30% of such assets over $800 million.

One or more of the insurance companies investing in the Series Fund has agreed
to reimburse the Series Fund so that the ordinary expenses of each portfolio
(which include the monthly advisory fee) do not exceed .50% of the portfolio's
average daily net assets. These companies have also agreed to reimburse MLAM for
any amounts it pays under the investment advisory agreement, as described below.
These reimbursement obligations will remain in effect so long as the advisory
agreement remains in effect and cannot be amended or terminated without Series
Fund approval.

Under its investment advisory agreement, MLAM has agreed that if any portfolio's
aggregate ordinary expenses (excluding interest, taxes, brokerage commissions
and extraordinary expenses) exceed the expense limitations for investment
companies in effect under any state securities law or regulation, it will reduce
its fee for that portfolio by the amount of the excess. If required, it will
reimburse the Series Fund for the excess. This reimbursement agreement will
remain in effect so long as the advisory agreement remains in effect and cannot
be amended without Series Fund approval.

37
<PAGE> 42

CHARGES TO VARIABLE SERIES FUNDS ASSETS

The Variable Series Funds incurs operating expenses and pays a monthly advisory
fee to MLAM. This fee equals an annual rate of .60% of the average daily net
assets of the Basic Value Focus Fund, World Income Focus Fund and Global Utility
Focus Fund. This fee equals an annual rate of .75%, .60%, 1.00%, and .75% of the
average daily net assets of the International Equity Focus Fund, the
International Bond Fund, the Developing Capital Markets Focus Fund and the
Equity Growth Fund, respectively.

Under its investment advisory agreement, MLAM has agreed to reimburse the
Variable Series Funds if and to the extent that in any fiscal year the operating
expenses of any Fund exceeds the most restrictive expense limitations then in
effect under any state securities laws or published regulations thereunder.
Expenses for this purpose include MLAM's fee but exclude interest, taxes,
brokerage commissions and extraordinary expenses, such as litigation. No fee
payments will be made to MLAM with respect to any Fund during any fiscal year
which would cause the expenses of such Fund to exceed the pro rata expense
limitation applicable to such Fund at the time of such payment. This
reimbursement agreement will remain in effect so long as the advisory agreement
remains in effect and cannot be amended without Variable Series Funds approval.

MLAM and Merrill Lynch Life Agency, Inc. have entered into two agreements which
limit the operating expenses paid by each Fund in a given year to 1.25% of its
average daily net assets, which is less than the expense limitations imposed by
state securities laws or published regulations thereunder. These reimbursement
agreements provide that any expenses in excess of 1.25% of average daily net
assets will be reimbursed to the Fund by MLAM which, in turn, will be reimbursed
by Merrill Lynch Life Agency, Inc.

THE ZERO TRUSTS

The 17 Zero Trusts:

<TABLE>
<CAPTION>
TARGETED RATE OF
RETURN
TO MATURITY AS
ZERO TRUST MATURITY DATE OF APRIL , 1996
- ----------- ------------------ -----------------
<C> <S> <C>
1997 February 15, 1997 %
1998 February 15, 1998 %
1999 February 15, 1999 %
2000 February 15, 2000 %
2001 February 15, 2001 %
2002 February 15, 2002 %
2003 August 15, 2003 %
2004 February 15, 2004 %
2005 February 15, 2005 %
2006 February 15, 2006 %
2007 February 15, 2007 %
2008 February 15. 2008 %
2009 February 15, 2009 %
2010 February 15, 2010 %
2011 February 15, 2011 %
2013 February 15, 2013 %
2014 February 15, 2014 %
</TABLE>

Targeted Rate of Return to Maturity

Because the underlying securities in the Zero Trusts will grow to their face
value on the maturity date, it is possible to estimate a compound rate of growth
to maturity for the Zero Trust units.

38
<PAGE> 43

But because the units are held in the Separate Account, the asset charge and the
trust charge (described in "Charges to the Separate Account" on page 17) must be
taken into account in estimating a targeted rate of return for the Separate
Account. The targeted rate of return to maturity for the Separate Account
depends on the compound rate of growth adjusted for these charges. It does not,
however, represent the actual return on a payment Merrill Lynch Life might
receive under the Contract on that date, since it does not reflect the charges
for contract loading deducted from payments to a Contract, charges for cost of
insurance and rider costs and any net loan cost deducted from a Contract's
investment base.

Since the value of the Zero Trust units will vary daily to reflect the market
value of the underlying securities, the compound rate of growth to maturity for
the Zero Trust units and the targeted rate of return to maturity for the
Separate Account will vary correspondingly.

39
<PAGE> 44

ILLUSTRATIONS

ILLUSTRATIONS OF DEATH BENEFITS, INVESTMENT BASE, NET CASH SURRENDER VALUES AND
ACCUMULATED PAYMENTS

The tables on pages 41 through 44 demonstrate the way in which the Contract
works. The tables are based on the following ages (to age 99 of the younger
insured), face amounts, payments and guarantee periods and show values based
upon both current and maximum mortality charges.

1. The illustration on page 41 is for a Contract issued to a male age
65 and a female age 60 both in the standard non-smoker underwriting class
with annual payments of $42,132 through contract year 37, an initial face
amount of $1.5 million, an initial guarantee period of 7.50 years and
coverage under death benefit option 1. It assumes current mortality
charges.

2. The illustration on page 42 is for a Contract issued to a male age
65 and a female age 60 both in the standard non-smoker underwriting class
with annual payments of $42,132 through contract year 37, an initial face
amount of $1.5 million, an initial guarantee period of 7.50 years and
coverage under death benefit option 1. It assumes maximum mortality
charges.

3. The illustration on page 43 is for a Contract issued to a male age
65 and a female age 60 both in the standard non-smoker underwriting class
with annual payments of $155,169 through contract year 32, an initial face
amount of $1.5 million, an initial guarantee period of 14.50 years and
coverage under death benefit option 2. It assumes current mortality
charges.

4. The illustration on page 44 is for a Contract issued to a male age
65 and a female age 60 both in the standard non-smoker underwriting class
with annual payments of $155,169 through contract year 32, an initial face
amount of $1.5 million, an initial guarantee period of 14.50 years and
coverage under death benefit option 2. It assumes maximum mortality
charges.

The tables show how the death benefit, investment base and net cash surrender
value may vary over an extended period of time assuming hypothetical rates of
return (i.e., investment income and capital gains and losses, realized or
unrealized) equivalent to constant gross annual rates of 0%, 6% and 12%.

The death benefit, investment base and net cash surrender value for a Contract
would be different from those shown if the actual rates of return averaged 0%,
6% and 12% over a period of years, but also fluctuated above or below those
averages for individual contract years.

The amounts shown for the death benefit, investment base and net cash surrender
value as of the end of each contract year take into account the daily asset
charge in the Separate Account equivalent to .90% (annually at the beginning of
the year) of assets attributable to the Contracts at the beginning of the year.

The amounts shown in the tables also assume an additional charge of .490%. This
charge assumes that investment base is allocated equally among all investment
divisions and is based on the 1995 expenses (including monthly advisory fees)
for the Series Fund and the Variable Series Funds and the current trust charge.
This charge does not reflect expenses incurred by the Natural Resources
Portfolio of the Series Fund and the Developing Capital Markets Focus Fund of
the Variable Series Funds in 1995, which were reimbursed to the Series Fund and
the Variable Series Funds, respectively, by MLAM. The reimbursements amounted to
% and %, respectively, of the average daily net assets of these portfolios.
(See "Charges to Series Fund Assets" on page 37.) The actual charge under a
Contract for Series Fund and Variable Series Funds expenses and the trust charge
will depend on the actual allocation of the investment base and may be higher or
lower depending on how the investment base is allocated.

Taking into account the .90% asset charge in the Separate Account and the .490%
charge described above, the gross annual rates of investment return of 0%, 6%
and 12% correspond to net annual rates of -1.39%, 4.56%, and 10.51%,
respectively. The gross returns are before any deductions and should not be
compared to rates which are after deduction of charges.

40
<PAGE> 45

The hypothetical returns shown on the tables are without any income tax charges
that may be attributable to the Separate Account in the future, although they do
reflect the charge for federal taxes included in the contract loading. (See
"Contract Loading" on page 17.) In order to produce after tax returns of 0%, 6%
and 12%, the Series Fund and the Variable Series Funds would have to earn a
sufficient amount in excess of 0% or 6% or 12% to cover any tax charges
attributable to the Separate Account.

The second column of the tables shows the amount which would accumulate if an
amount equal to the payments were invested to earn interest (after taxes) at 5%
compounded annually.

Merrill Lynch Life will furnish upon request a personalized illustration
reflecting the proposed insureds' ages, face amount and the payment amounts
requested. The illustration will show both current and guaranteed cost of
insurance rates and will assume that the proposed insureds are in a standard
non-smoker underwriting class.

41
<PAGE> 46

JOINT INSUREDS: FEMALE ISSUE AGE 60/MALE ISSUE AGE 65
STANDARD NON-SMOKER UNDERWRITING CLASS
ANNUAL PAYMENTS OF $42,132 FOR 37 YEARS
FACE AMOUNT(1): $1.5 MILLION INITIAL GUARANTEE PERIOD: 7.50 YEARS
DEATH BENEFIT OPTION 1
BASED ON CURRENT MORTALITY CHARGES

<TABLE>
<CAPTION>
TOTAL
PAYMENTS END OF YEAR
MADE PLUS DEATH BENEFIT(3)
INTEREST ASSUMING HYPOTHETICAL GROSS
AT 5% AS ANNUAL RATE OF RETURN OF
OF END OF ---------------------------------
CONTRACT YEAR PAYMENTS(2)(6) YEAR 0% 6% 12%
- ------------------------------------- ------ --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
1................................... 42,132 44,239 1,500,000 1,500,000 1,500,000
2................................... 42,132 90,689 1,500,000 1,500,000 1,500,000
3................................... 42,132 139,462 1,500,000 1,500,000 1,500,000
4................................... 42,132 190,674 1,500,000 1,500,000 1,500,000
5................................... 42,132 244,446 1,500,000 1,500,000 1,500,000
6................................... 42,132 300,907 1,500,000 1,500,000 1,500,000
7................................... 42,132 360,191 1,500,000 1,500,000 1,500,000
8................................... 42,132 422,439 1,500,000 1,500,000 1,500,000
9................................... 42,132 487,800 1,500,000 1,500,000 1,500,000
10................................... 42,132 556,429 1,500,000 1,500,000 1,500,000
15................................... 42,132 954,606 1,500,000 1,500,000 1,500,000
20................................... 42,132 1,462,793 1,500,000 1,500,000 2,111,746
30................................... 42,132 2,939,164 1,500,000 1,793,384 5,590,460
40................................... 0 5,204,556 1,500,000 2,626,594 14,240,560
</TABLE>

<TABLE>
<CAPTION>
END OF YEAR
INVESTMENT BASE AND
NET CASH SURRENDER VALUE(3)(4) END OF YEAR
CASH VALUE(3)(5)
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
-------------------------------- --------------------------------
CONTRACT YEAR 0% 6% 12% 0% 6% 12%
- ------------------------------------- ------- -------- --------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
1................................... 20,511 21,754 22,998 20,511 21,754 22,998
2................................... 42,117 45,975 49,982 42,117 45,975 49,982
3................................... 80,279 89,177 98,699 80,279 89,177 98,699
4................................... 117,844 134,283 152,473 117,844 134,283 152,473
5................................... 154,779 181,342 211,798 154,779 181,342 211,798
6................................... 191,077 230,430 277,252 191,077 230,430 277,252
7................................... 226,696 281,593 349,441 226,696 281,593 349,441
8................................... 261,607 334,898 429,059 261,607 334,898 429,059
9................................... 295,758 390,394 516,862 295,758 390,394 516,862
10................................... 329,140 448,181 613,741 329,140 448,181 613,741
15................................... 477,011 769,583 1,226,016 477,011 769,583 1,226,016
20................................... 570,144 1,150,441 2,011,186 570,144 1,150,441 2,011,186
30................................... 333,057 1,707,985 5,324,247 333,057 1,707,985 5,324,247
40................................... 0 2,626,594 14,240,560 0 2,626,594 14,240,560
</TABLE>

(1) Assumes no additional insurance rider face amount.
(2) All payments are illustrated as if made at the beginning of the contract
year.
(3) Assumes annual payments are made and no loans or withdrawals have been
taken.
(4) Investment base will equal net cash surrender value on each contract
anniversary. If the Contract is surrendered or lapses within 24 months after
issue, the contract owner will also receive any excess sales load previously
deducted, except to the extent it is applied to keep the Contract in force.
(5) Cash value will equal investment base and net cash surrender value on each
contract anniversary if no loans have been taken.
(6) The payments shown may extend beyond the year in which the automatic
adjustment is made. At annual rates of return of 6% and 12% and current
mortality charges, the guarantee period extends until the younger insured's
attained age 100 in contract years 20 and 14, respectively. Once the
guarantee period extends until the younger insured's attained age 100, no
more payments would be accepted. Values shown at annual rates of return of
0%, 6% and 12% do not reflect any payments shown after the guarantee period
extends until the younger insured's attained age 100.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE PERFORMANCE. ACTUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE ILLUSTRATED AND WILL DEPEND ON A NUMBER OF
FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS SELECTED, PREVAILING INTEREST
RATES AND RATES OF INFLATION. THE DEATH BENEFIT, INVESTMENT BASE AND CASH VALUE
WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS RATES OF RETURN AVERAGED
0%, 6% AND 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE
AVERAGES FOR INDIVIDUAL CONTRACT YEARS. NO REPRESENTATIONS CAN BE MADE BY
MERRILL LYNCH LIFE OR THE SERIES FUND OR THE VARIABLE SERIES FUNDS OR THE ZERO
TRUSTS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR
OR SUSTAINED OVER ANY PERIOD OF TIME.

42
<PAGE> 47

<TABLE>
<CAPTION>
TOTAL
PAYMENTS END OF YEAR
MADE PLUS DEATH BENEFIT(3)
INTEREST ASSUMING HYPOTHETICAL GROSS
AT 5% AS ANNUAL RATE OF RETURN OF
OF END OF ----------------------------------
CONTRACT YEAR PAYMENTS(2)(6) YEAR 0% 6% 12%
- ---------------------------------------- ------ --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
1...................................... 42,132 44,239 1,500,000 1,500,000 1,500,000
2...................................... 42,132 90,689 1,500,000 1,500,000 1,500,000
3...................................... 42,132 139,462 1,500,000 1,500,000 1,500,000
4...................................... 42,132 190,674 1,500,000 1,500,000 1,500,000
5...................................... 42,132 244,446 1,500,000 1,500,000 1,500,000
6...................................... 42,132 300,907 1,500,000 1,500,000 1,500,000
7...................................... 42,132 360,191 1,500,000 1,500,000 1,500,000
8...................................... 42,132 422,439 1,500,000 1,500,000 1,500,000
9...................................... 42,132 487,800 1,500,000 1,500,000 1,500,000
10...................................... 42,132 556,429 1,500,000 1,500,000 1,500,000
15...................................... 42,132 954,606 1,500,000 1,500,000 1,500,000
20...................................... 42,132 1,462,793 1,500,000 1,500,000 1,927,183
30...................................... 42,132 2,939,164 1,500,000 1,500,000 4,943,454
40...................................... 0 5,204,556 1,500,000 1,500,000 12,380,272
</TABLE>

<TABLE>
<CAPTION>
END OF YEAR
INVESTMENT BASE AND
NET CASH SURRENDER VALUE(3)(4) END OF YEAR
CASH VALUE(3)(5)
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
------------------------------------ ----------------------------------
CONTRACT YEAR 0% 6% 12% 0% 6% 12%
- ----------------------------------- ------- --------- ---------- ------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
1................................. 20,511 21,754 22,998 20,511 21,754 22,998
2................................. 41,947 45,800 49,801 41,947 45,800 49,801
3................................. 79,280 88,134 97,612 79,280 88,134 97,612
4................................. 115,260 131,548 149,584 115,260 131,548 149,584
5................................. 149,743 175,939 206,017 149,743 175,939 206,017
6................................. 182,570 221,193 267,253 182,570 221,193 267,253
7................................. 213,512 267,133 333,632 213,512 267,133 333,632
8................................. 242,471 313,720 405,713 242,471 313,720 405,713
9................................. 269,202 360,789 484,030 269,202 360,789 484,030
10................................. 293,470 408,207 569,279 293,470 408,207 569,279
15................................. 365,276 644,487 1,137,783 365,276 644,487 1,137,783
20................................. 291,990 861,209 1,835,412 291,990 861,209 1,835,412
30................................. 0 1,229,842 4,708,051 0 1,229,842 4,708,051
40................................. 0 861,014 12,380,272 0 861,014 12,380,272
</TABLE>

(1) Assumes no additional insurance rider face amount.
(2) All payments are illustrated as if made at the beginning of the contract
year.
(3) Assumes annual payments are made and no loans or withdrawals have been
taken.
(4) Investment base will equal net cash surrender value on each contract
anniversary. If the Contract is surrendered or lapses within 24 months after
issue, the contract owner will also receive any excess sales load previously
deducted, except to the extent it is applied to keep the Contract in force.
(5) Cash value will equal investment base and net cash surrender value on each
contract anniversary if no loans have been taken.
(6) The payments shown may extend beyond the year in which the automatic
adjustment is made. At annual rates of return of 6% and 12% and maximum
mortality charges, the guarantee period extends until the younger insured's
attained age 100 in contract years 32 and 15, respectively. Once the
guarantee period extends until the younger insured's attained age 100, no
more payments would be accepted. Values shown at annual rates of return of
0%, 6% and 12% do not reflect any payments shown after the guarantee period
extends until the younger insured's attained age 100.

43
<PAGE> 48

JOINT INSUREDS: FEMALE ISSUE AGE 60/MALE ISSUE AGE 65
STANDARD NON-SMOKER UNDERWRITING CLASS
ANNUAL PAYMENTS OF $155,169 FOR 32 YEARS
FACE AMOUNT(1): $1.5 MILLION INITIAL GUARANTEE PERIOD: 14.50 YEARS
DEATH BENEFIT OPTION 2
BASED ON CURRENT MORTALITY CHARGES

<TABLE>
<CAPTION>
TOTAL
PAYMENTS END OF YEAR
MADE PLUS DEATH BENEFIT(3)
INTEREST ASSUMING HYPOTHETICAL GROSS
AT 5% AS ANNUAL RATE OF RETURN OF
OF END OF ------------------------------------
CONTRACT YEAR PAYMENTS(2)(6) YEAR 0% 6% 12%
- ----------------------------------- ------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
1................................. 155,169 162,927 1,609,507 1,616,121 1,622,735
2................................. 155,169 334,001 1,752,642 1,774,817 1,797,780
3................................. 155,169 513,629 1,893,729 1,940,691 1,991,162
4................................. 155,169 702,238 2,032,763 2,114,032 2,204,768
5................................. 155,169 900,277 2,169,721 2,295,129 2,440,671
6................................. 155,169 1,108,218 2,304,605 2,484,308 2,701,186
7................................. 155,169 1,326,556 2,437,376 2,681,867 2,988,825
8................................. 155,169 1,555,811 2,568,004 2,888,127 3,306,378
9................................. 155,169 1,796,529 2,696,426 3,103,388 3,656,889
10................................. 155,169 2,049,283 2,822,626 3,328,013 4,043,772
15................................. 155,169 3,515,739 3,409,214 4,594,012 6,658,215
20................................. 155,169 5,387,349 3,881,368 6,091,221 9,866,604
30................................. 155,169 10,824,707 4,120,756 8,704,849 22,956,871
40................................. 0 18,125,780 1,521,469 9,558,546 56,015,167
</TABLE>

<TABLE>
<CAPTION>
END OF YEAR
INVESTMENT BASE AND
NET CASH SURRENDER VALUE(3)(4) END OF YEAR
CASH VALUE(3)(5)
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
------------------------------------ ------------------------------------
CONTRACT YEAR 0% 6% 12% 0% 6% 12%
- ---------------------------------- --------- --------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
1................................ 109,507 116,121 122,735 109,507 116,121 122,735
2................................ 252,642 274,817 297,780 252,642 274,817 297,780
3................................ 393,729 440,691 491,162 393,729 440,691 491,162
4................................ 532,763 614,032 704,768 532,763 614,032 704,768
5................................ 669,721 795,129 940,671 669,721 795,129 940,671
6................................ 804,605 984,308 1,201,186 804,605 984,308 1,201,186
7................................ 937,376 1,181,867 1,488,825 937,376 1,181,867 1,488,825
8................................ 1,068,004 1,388,127 1,806,378 1,068,004 1,388,127 1,806,378
9................................ 1,196,426 1,603,388 2,156,889 1,196,426 1,603,388 2,156,889
10................................ 1,322,626 1,828,013 2,543,772 1,322,626 1,828,013 2,543,772
15................................ 1,909,214 3,094,012 5,158,215 1,909,214 3,094,012 5,158,215
20................................ 2,381,368 4,591,221 8,366,604 2,381,368 4,591,221 8,366,604
30................................ 2,620,756 7,204,849 21,456,871 2,620,756 7,204,849 21,456,871
40................................ 21,469 8,058,546 54,515,167 21,469 8,058,546 54,515,167
</TABLE>

(1) Assumes no additional insurance rider face amount.
(2) All payments are illustrated as if made at the beginning of the contract
year.
(3) Assumes annual payments are made and no loans or withdrawals have been
taken.
(4) Investment base will equal net cash surrender value on each contract
anniversary. If the Contract is surrendered or lapses within 24 months after
issue, the contract owner will also receive any excess sales load previously
deducted, except to the extent it is applied to keep the Contract in force.
(5) Cash value will equal investment base and net cash surrender value on each
contract anniversary if no loans have been taken.
(6) The payments shown may extend beyond the year in which the automatic
adjustment is made. At annual rates of return of 6% and 12% and current
mortality charges, the guarantee period extends until the younger insured's
attained age 100 in contract years 25 and 15, respectively. Once the
guarantee period extends until the younger insured's attained age 100, no
more payments would be accepted. Values shown at annual rates of return of
0%, 6% and 12% do not reflect any payments shown after the guarantee period
extends until the younger insured's attained age 100.

44
<PAGE> 49

<TABLE>
<CAPTION>
TOTAL
PAYMENTS END OF YEAR
MADE PLUS DEATH BENEFIT(3)
INTEREST ASSUMING HYPOTHETICAL GROSS
AT 5% AS ANNUAL RATE OF RETURN OF
OF END OF ------------------------------------
CONTRACT YEAR PAYMENTS(2)(6) YEAR 0% 6% 12%
- ----------------------------------- ------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
1................................. 155,169 162,927 1,609,507 1,616,121 1,622,735
2................................. 155,169 334,001 1,752,467 1,774,636 1,797,593
3................................. 155,169 513,629 1,892,679 1,939,591 1,990,012
4................................. 155,169 702,238 2,029,996 2,111,086 2,201,638
5................................. 155,169 900,277 2,164,229 2,289,183 2,434,246
6................................. 155,169 1,108,218 2,295,159 2,473,912 2,689,760
7................................. 155,169 1,326,556 2,422,470 2,665,202 2,970,203
8................................. 155,169 1,555,811 2,545,989 2,863,119 3,277,957
9................................. 155,169 1,796,529 2,665,353 3,067,538 3,615,452
10................................. 155,169 2,049,283 2,780,201 3,278,325 3,985,371
15................................. 155,169 3,515,739 3,268,430 4,416,181 6,430,023
20................................. 155,169 5,387,349 3,539,031 5,627,654 9,459,199
30................................. 155,169 10,824,707 2,826,457 7,550,095 20,221,948
40................................. 0 18,125,780 1,500,000 1,696,932 41,444,113
</TABLE>

<TABLE>
<CAPTION>
END OF YEAR
INVESTMENT BASE AND
NET CASH SURRENDER VALUE(3)(4) END OF YEAR
CASH VALUE(3)(5)
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
------------------------------------ ------------------------------------
CONTRACT YEAR 0% 6% 12% 0% 6% 12%
- ---------------------------------- --------- --------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
1................................ 109,507 116,121 122,735 109,507 116,121 122,735
2................................ 252,467 274,636 297,593 252,467 274,636 297,593
3................................ 392,679 439,591 490,012 392,679 439,591 490,012
4................................ 529,996 611,086 701,638 529,996 611,086 701,638
5................................ 664,229 789,183 934,246 664,229 789,183 934,246
6................................ 795,159 973,912 1,189,760 795,159 973,912 1,189,760
7................................ 922,470 1,165,202 1,470,203 922,470 1,165,202 1,470,203
8................................ 1,045,989 1,363,119 1,777,957 1,045,989 1,363,119 1,777,957
9................................ 1,165,353 1,567,538 2,115,452 1,165,353 1,567,538 2,115,452
10................................ 1,280,201 1,778,325 2,485,371 1,280,201 1,778,325 2,485,371
15................................ 1,768,430 2,916,181 4,930,023 1,768,430 2,916,181 4,930,023
20................................ 2,039,031 4,127,654 7,959,199 2,039,031 4,127,654 7,959,199
30................................ 1,326,457 6,050,094 18,721,948 1,326,457 6,050,094 18,721,948
40................................ 0 196,932 39,944,113 0 196,932 39,944,113
</TABLE>

(1) Assumes no additional insurance rider face amount.
(2) All payments are illustrated as if made at the beginning of the contract
year.
(3) Assumes annual payments are made and no loans or withdrawals have been
taken.
(4) Investment base will equal net cash surrender value on each contract
anniversary. If the Contract is surrendered or lapses within 24 months after
issue, the contract owner will also receive any excess sales load previously
deducted, except to the extent it is applied to keep the Contract in force.
(5) Cash value will equal investment base and net cash surrender value on each
contract anniversary if no loans have been taken.
(6) The payments shown may extend beyond the year in which the automatic
adjustment is made. At annual rates of return of 6% and 12% and maximum
mortality charges, the guarantee period extends until the younger insured's
attained age 100 in contract years 32 and 16. Once the guarantee period
extends until the younger insured's attained age 100, no more payments would
be accepted. Values shown at annual rates of return of 0%, 6% and 12% do not
reflect any payments shown after the guarantee period extends until the
younger insured's attained age 100.

45
<PAGE> 50

EXAMPLES

ADDITIONAL PAYMENTS

The amount of the increase in the guarantee period will depend on the amount of
the additional payment and the contract year in which it is received and
accepted. If additional payments of different amounts were made at the same time
to equivalent Contracts, the Contract to which the larger payment is applied
would have a larger increase in the guarantee period.

Example 1 shows the effect on the guarantee period of a $42,132 additional
payment received and accepted at the beginning of contract year ten. Example 2
shows the effect of a $84,264 additional payment received and accepted at the
beginning of contract year ten. Example 3 shows the effect of a $42,132
additional payment received and accepted at the beginning of contract year 15.
All three examples assume that death benefit option 1 has been elected, that
annual payments of $42,132 have been made up to the contract year reflected in
the example and that no other contract transactions have been made.

FEMALE ISSUE AGE 60/MALE ISSUE AGE 65
INITIAL PAYMENT PLUS ANNUAL PAYMENTS OF $42,132
FACE AMOUNT: $1.5 MILLION
INITIAL GUARANTEE PERIOD: 7.50 YEARS
DEATH BENEFIT OPTION: 1
BASED ON MAXIMUM MORTALITY CHARGES
<TABLE>
<CAPTION>
EXAMPLE 1
- -------------------------------------------
<S> <C> <C>
CONTRACT ADDITIONAL INCREASE IN
YEAR PAYMENT GUARANTEE PERIOD
- --------- ----------- -----------------
10 $42,132 1 year
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 2
- -------------------------------------------
CONTRACT ADDITIONAL INCREASE IN
YEAR PAYMENT GUARANTEE PERIOD
- --------- ----------- -----------------
<S> <C> <C>
10 $84,264 2 years
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 3
- -------------------------------------------
CONTRACT ADDITIONAL INCREASE IN
YEAR PAYMENT GUARANTEE PERIOD
- --------- ----------- -----------------
<S> <C> <C>
15 $42,132 .75 years
</TABLE>

46
<PAGE> 51

PARTIAL WITHDRAWALS

As of the processing date on or next following the effective date of a partial
withdrawal, Merrill Lynch Life calculates a new guarantee period. This is done
by taking the immediate decrease in cash value resulting from the partial
withdrawal and adding to that amount interest at an annual rate of 4.5% for the
period from the date of the withdrawal to the contract processing date on or
next following such date. This is the guarantee adjustment amount. The guarantee
adjustment amount is subtracted from the fixed base and the resulting new fixed
base is used to calculate a new guarantee period.

The amount of the reduction in the guarantee period will depend on the amount of
the withdrawal, the face amount at the time of the withdrawal and the contract
year in which the withdrawal is made. If made at the same time to equivalent
Contracts, a larger withdrawal would result in a greater reduction in the
guarantee period than a smaller withdrawal. The same partial withdrawal made at
the same time from Contracts with the same guarantee periods but with different
face amounts would result in a greater reduction in the guarantee period for the
Contract with the smaller face amount.

Examples 1 and 2 show the effect on the guarantee period of partial withdrawals
for $30,000 and $60,000 taken at the beginning of contract year five. Example 3
shows the effect on the guarantee period of a $60,000 partial withdrawal taken
at the beginning of contract year ten. All three examples assume that death
benefit option 1 has been elected, that annual payments of $42,132 have been
made up to the contract year reflected in the example and that no other contract
transactions have been made.

FEMALE ISSUE AGE 60/MALE ISSUE AGE 65
INITIAL PAYMENT PLUS ANNUAL PAYMENTS OF $42,132
FACE AMOUNT: $1.5 MILLION
GUARANTEE PERIOD: 7.50 YEARS
DEATH BENEFIT OPTION: 1
BASED ON MAXIMUM MORTALITY CHARGES

<TABLE>
<CAPTION>
EXAMPLE 1
- -------------------------------------------
CONTRACT PARTIAL DECREASE IN
YEAR WITHDRAWAL GUARANTEE PERIOD
- --------- ----------- -----------------
<S> <C> <C>
5 $30,000 1.25 years
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 2
- -------------------------------------------
CONTRACT PARTIAL DECREASE IN
YEAR WITHDRAWAL GUARANTEE PERIOD
- --------- ----------- -----------------
<S> <C> <C>
5 $60,000 3 years
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 3
- -------------------------------------------
CONTRACT PARTIAL DECREASE IN
YEAR WITHDRAWAL GUARANTEE PERIOD
- --------- ----------- -----------------
<S> <C> <C>
10 $60,000 1 year
</TABLE>

47
<PAGE> 52

CHANGING THE DEATH BENEFIT OPTION

On each contract anniversary beginning with the first, the contract owner may
change the death benefit option by switching from option 1 to option 2 or from
option 2 to option 1. Merrill Lynch Life will change the face amount of the
Contract in order to keep the death benefit constant on the effective date of
the change. Therefore, if the change is from option 1 to option 2, the face
amount of the Contract will be decreased by the cash value on the date of the
change. If the change is from option 2 to option 1, the face amount of the
Contract will be increased by the cash value on the date of the change.

Example 1 shows the effect on the face amount of a change from option 1 to
option 2 and Example 2 shows the effect on the face amount of a change from
option 2 to option 1. The face amount before each change is $500,000.

EXAMPLE 1
------------------------------------------------------------
Before Option Change
Death Benefit under Option 1: $500,000
Face Amount: $500,000
Cash Value: $40,000

After Option Change
Death Benefit under Option 2: $500,000
Face Amount: $460,000
Cash Value: $40,000

EXAMPLE 2
------------------------------------------------------------
Before Option Change
Death Benefit under Option 2: $540,000
Face Amount: $500,000
Cash Value: $40,000

After Option Change
Death Benefit under Option 1: $540,000
Face Amount: $540,000
Cash Value: $40,000

48
<PAGE> 53

MORE ABOUT MERRLLL LYNCH LIFE INSURANCE COMPANY

DIRECTORS AND EXECUTIVE OFFICERS

Merrill Lynch Life's directors and executive officers and their positions with
the Company are as follows:

<TABLE>
<CAPTION>
NAME POSITION(S) WITH THE COMPANY
- ------------------------------ ------------------------------------
<S> <C>
Anthony J. Vespa Chairman of the Board, President,
and Chief Executive Officer
Joseph E. Crowne, Jr. Director, Senior Vice President,
Chief Financial Officer, Chief
Actuary, and Treasurer
Barry G. Skolnick Director, Senior Vice President,
General Counsel, and Secretary
David M. Dunford Director, Senior Vice President, and
Chief Investment Officer
Gail R. Farkas Director and Senior Vice President
John C.R. Hele Director and Senior Vice President
Robert J. Boucher Senior Vice President, Variable Life
Administration
</TABLE>

Each director is elected to serve until the next annual meeting of shareholders
or until his or her successor is elected and shall have qualified. Each has held
various executive positions with insurance company subsidiaries of the Company's
indirect parent, Merrill Lynch & Co., Inc. The principal positions of the
Company's directors and executive officers for the past five years are listed
below:

Mr. Vespa joined Merrill Lynch Life in January 1994. Since February 1994, he has
held the position of Senior Vice President of Merrill Lynch, Pierce, Fenner &
Smith Incorporated. From February 1991 to February 1994, he held the position of
District Director and First Vice President of Merrill Lynch, Pierce, Fenner &
Smith Incorporated. From September 1988 to February 1991, he held the position
of Senior Resident Vice President of Merrill Lynch, Pierce, Fenner & Smith
Incorporated.

Mr. Crowne joined Merrill Lynch Life in June 1991. From January 1989 to May
1991, he was a Principal with Coopers & Lybrand.

Mr. Skolnick joined Merrill Lynch Life in November 1990. He joined Merrill
Lynch, Pierce, Fenner & Smith Incorporated in July 1984. Since May 1992, he has
held the position of Assistant General Counsel of Merrill Lynch & Co., Inc. and
First Vice President of Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Prior to May 1992, he held the position of Senior Counsel of Merrill Lynch &
Co., Inc.

Mr. Dunford joined Merrill Lynch Life in July 1990. He joined Merrill Lynch,
Pierce, Fenner & Smith Incorporated in September 1989. Prior to September 1989,
he held the position of President of Travelers Investment Management Co.

Ms. Farkas joined Merrill Lynch Life in August 1995. She joined Merrill Lynch &
Co., Inc. in 1978. Since August 1995 she has held the position of Director of
Marketing of Merrill Lynch Insurance Group, Inc. From February 1988 to August
1995 she held the position of First Vice President and Director of [Merrill
Lynch].

Mr. Hele joined Merrill Lynch Life in December 1990. He joined Merrill Lynch,
Pierce, Fenner & Smith Incorporated in August 1988.

Mr. Boucher joined Merrill Lynch Life in May 1992. Prior to May 1992, he held
the position of Vice President of Monarch Financial Services, Inc. (formerly
Monarch Resources, Inc.).

49
<PAGE> 54

No shares of Merrill Lynch Life are owned by any of its officers or directors,
as it is a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc. The
officers and directors of Merrill Lynch Life, both individually and as a group,
own less than one percent of the outstanding shares of common stock of Merrill
Lynch & Co., Inc.

SERVICES ARRANGEMENT

Merrill Lynch Life and its parent, Merrill Lynch Insurance Group, Inc. ("MLIG")
are parties to a service agreement pursuant to which MLIG has agreed to provide
certain data processing, legal, actuarial, management, advertising and other
services to Merrill Lynch Life, including services related to the Separate
Account and the Contracts. Expenses incurred by MLIG in relation to this service
agreement are reimbursed by Merrill Lynch Life on an allocated cost basis.
Charges billed to Merrill Lynch Life by MLIG pursuant to the agreement were $43
million for the year ended December 31, 1995.

STATE REGULATION

Merrill Lynch Life is subject to the laws of the State of Arkansas and to the
regulations of the Arkansas Insurance Department (the "Insurance Department"). A
detailed financial statement in the prescribed form (the "Annual Statement") is
filed with the Insurance Department each year covering Merrill Lynch Life's
operations for the preceding year and its financial condition as of the end of
that year. Regulation by the Insurance Department includes periodic examination
to determine contract liabilities and reserves so that the Insurance Department
may certify that these items are correct. Merrill Lynch Life's books and
accounts are subject to review by the Insurance Department at all times. A full
examination of Merrill Lynch Life's operations is conducted periodically by the
Insurance Department and under the auspices of the National Association of
Insurance Commissioners. Merrill Lynch Life is also subject to the insurance
laws and regulations of all jurisdictions in which it is licensed to do
business.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Separate Account is a party or to
which the assets of the Separate Account are subject. Merrill Lynch Life and
Merrill Lynch, Pierce, Fenner & Smith Incorporated are engaged in various kinds
of routine litigation that, in the Company's judgment, is not material to
Merrill Lynch Life's total assets or to Merrill Lynch, Pierce, Fenner & Smith
Incorporated.

EXPERTS

The financial statements of Merrill Lynch Life as of December 31, 1995 and 1994
and for each of the three years in the period ended December 31, 1995 and of the
Separate Account as of December 31, 1995 and for the periods presented, included
in this Prospectus have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports appearing herein, and have been so included
in reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing. Deloitte & Touche LLP's principal business address
is Two World Financial Center, New York, New York 10281-1433.

Actuarial matters included in this Prospectus have been examined by Joseph E.
Crowne, F.S.A., Chief Actuary and Chief Financial Officer of Merrill Lynch Life,
as stated in his opinion filed as an exhibit to the registration statement.

LEGAL MATTERS

The organization of the Company, its authority to issue the Contract, and the
validity of the form of the Contract have been passed upon by Barry G. Skolnick,
Merrill Lynch Life's Senior Vice President and General Counsel. Sutherland,
Asbill & Brennan of Washington, D.C. has provided advice on certain matters
relating to federal securities and tax laws.

50
<PAGE> 55

REGISTRATION STATEMENTS

Registration statements have been filed with the Securities and Exchange
Commission under the Securities Act of 1933 and the Investment Company Act of
1940 that relate to the Contract and its investment options. This Prospectus
does not contain all of the information in the registration statements as
permitted by Securities and Exchange Commission regulations. The omitted
information can be obtained from the Securities and Exchange Commission's
principal office in Washington, D.C., upon payment of a prescribed fee.

FINANCIAL STATEMENTS

The financial statements of Merrill Lynch Life, included herein, should be
distinguished from the financial statements of the Separate Account and should
be considered only as bearing upon the ability of Merrill Lynch Life to meet its
obligations under the Contracts.

51
<PAGE> 56

PROSPECTUS

May 1, 1996

MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT

During the "free look" period, the initial payment less contract loading will be
invested only in the division investing in the Money Reserve Portfolio. After
the "free look" period, the contract owner may invest in up to any five of the
34 investment divisions of Merrill Lynch Variable Life Separate Account (the
"Separate Account"), the Merrill Lynch Life separate investment account
available under the Contract. The investments available through the investment
divisions include 10 mutual fund portfolios of the Merrill Lynch Series Fund,
Inc., seven mutual fund portfolios of the Merrill Lynch Variable Series Funds,
Inc. and 17 unit investment trusts in The Merrill Lynch Fund of Stripped
("Zero") U.S. Treasury Securities. Currently, the contract owner may change his
or her investment allocation as many times as desired.

The Contract provides an estate benefit through life insurance coverage on the
lives of two insureds with proceeds payable upon the death of the last surviving
insured. The Contract offers two death benefit options. At the election of the
contract owner, the death benefit may include the Contract's cash value.
Contract owners may purchase additional insurance through an additional
insurance rider, the amount of which may be increased or decreased subject to
certain conditions. Merrill Lynch Life guarantees that the coverage will remain
in force for the guarantee period. Each payment will extend the guarantee period
until such time as the guarantee period is established for the whole of life of
the younger insured. During this guarantee period, Merrill Lynch Life will
terminate the Contract only if the debt exceeds certain contract values. After
the guarantee period, the Contract will remain in force as long as there is not
excessive debt and as long as the cash value is sufficient to cover the charges
due. While the Contract is in force, the death benefit may vary to reflect the
investment results of the investment divisions chosen, but will generally never
be less than the current face amount.

The Contract allows for additional payments. Contract owners may also borrow up
to the loan value of the Contract, make partial withdrawals or turn in the
Contract for its net cash surrender value. The net cash surrender value will
vary with the investment results of the investment divisions chosen. Merrill
Lynch Life does not guarantee any minimum net cash surrender value.

TABLE OF CONTENTS

<TABLE>
<S> <C>
FACTS ABOUT THE SEPARATE ACCOUNT, THE SERIES FUND, THE VARIABLE SERIES FUNDS, THE ZERO
TRUSTS AND MERRILL LYNCH LIFE
The Separate Account................................................................. 9
The Series Fund...................................................................... 9
The Variable Series Funds............................................................ 10
Certain Risks of the Series Fund and Variable Series Funds........................... 11
The Zero Trusts...................................................................... 11
Merrill Lynch Life and MLPF&S........................................................ 12
FACTS ABOUT THE CONTRACT
Who May be Covered................................................................... 12
Purchasing a Contract................................................................ 12
Additional Insurance Rider........................................................... 13
Additional Payments.................................................................. 14
Effect of Additional Payments........................................................ 14
Investment Base...................................................................... 15
Charges Deducted from the Investment Base............................................ 16
Contract Loading..................................................................... 16
Charges to the Separate Account...................................................... 17
Guarantee Period..................................................................... 18
Cash Value........................................................................... 19
Loans................................................................................ 19
Partial Withdrawals.................................................................. 20
Death Benefit Proceeds............................................................... 21
Payment of Death Benefit Proceeds.................................................... 22
Rights to Cancel or Convert.......................................................... 22
Reports to Contract Owners........................................................... 23
MORE ABOUT THE CONTRACT
Using the Contract................................................................... 23
Some Administrative Procedures....................................................... 25
Other Contract Provisions............................................................ 25
Income Plans......................................................................... 26
Group or Sponsored Arrangements...................................................... 27
Unisex Legal Considerations for Employers............................................ 27
Selling the Contracts................................................................ 28
Tax Considerations................................................................... 28
Merrill Lynch Life's Income Taxes.................................................... 31
Reinsurance.......................................................................... 32
</TABLE>

2
<PAGE> 58

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
MORE ABOUT THE SEPARATE ACCOUNT AND ITS DIVISIONS
About the Separate Account........................................................... 32
Changes Within the Account........................................................... 32
Net Rate of Return for an Investment Division........................................ 32
The Series Fund and the Variable Series Funds........................................ 33
Charges to Series Fund Assets........................................................ 34
Charges to Variable Series Funds Assets.............................................. 35
The Zero Trusts...................................................................... 35
ILLUSTRATIONS
Illustrations of Death Benefits, Investment Base, Net Cash Surrender Values and
Accumulated Payments.............................................................. 36
EXAMPLES
Additional Payments.................................................................. 42
Partial Withdrawals.................................................................. 43
Changing the Death Benefit Option.................................................... 44
MORE ABOUT MERRILL LYNCH LIFE INSURANCE COMPANY
Directors and Executive Officers..................................................... 45
Services Arrangement................................................................. 46
State Regulation..................................................................... 46
Legal Proceedings.................................................................... 46
Experts.............................................................................. 46
Legal Matters........................................................................ 46
Registration Statements.............................................................. 47
Financial Statements................................................................. 47
Financial Statements of Merrill Lynch Variable Life Separate Account.................
Financial Statements of Merrill Lynch Life Insurance Company.........................
</TABLE>

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IMPORTANT TERMS

additional payment: is a payment which may be made after the "free look"
period. Additional payments do not require evidence of insurability.

attained age: is, for each insured, the issue age of the insured plus the
number of full years since the contract date.

base premium: is the amount equal to the level annual premium necessary for the
face amount of the Contract to endow at the younger insured's age 100. Merrill
Lynch Life assumes death benefit option 1 is elected and further assumes a 5%
annual rate of return on the base premium less contract loading and a maximum
cost of insurance charge. Once determined, the base premium will not change.

contract anniversary: is the same date of each year as the contract date.

contract loading: is chargeable to all payments for sales load, federal tax and
premium tax charges.

death benefit: if option 1 is elected, it is the larger of the face amount and
the variable insurance amount; if option 2 is elected, it is the larger of the
face amount plus the cash value and the variable insurance amount.

death benefit proceeds: are equal to the death benefit plus the amount of any
insurance provided by a rider less any debt.

debt: is the sum of all outstanding loans on a Contract plus accrued interest.

excess sales load: a portion of the sales load calculated during the first two
policy years which is in excess of the amount specified under applicable
regulations in effect under the Investment Company Act of 1940 and therefore may
be refunded in the event of surrender during the first two policy years. After
policy year two, the excess load is zero.

face amount: is the minimum death benefit as long as the Contract remains in
force. The face amount will change if a change in death benefit option is made
or if a partial withdrawal is taken.

fixed base: is calculated in the same manner as the cash value except that 5%
is substituted for the net rate of return, the guaranteed maximum cost of
insurance rates and guaranteed maximum rider costs are substituted for current
rates and loans and repayments are not taken into account. After the end of the
guarantee period, the fixed base is zero.

in force date: is the date when the underwriting process is complete, the
initial payment is received and outstanding contract amendments (if any) are
received.

initial payment: is the payment required to put the Contract into effect.

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investment division: is any division in the Separate Account.

issue age: is, for each insured, the insured's age as of his or her birthday
nearest the contract date.

issue date: is the date that the Contract is issued. The contestable and
suicide periods are measured from this date.

net amount at risk: is the excess, as of a processing date, of the death
benefit (adjusted for interest at an annual rate of 5%) over the cash value, but
before the deduction for cost of insurance.

net cash surrender value: is equal to the cash value less debt.

processing dates: are the contract date and the first day of each contract
quarter thereafter. Processing dates are the days when Merrill Lynch Life
deducts certain charges from the investment base.

processing period: is the period between consecutive processing dates.

target premium: is equal to 75% of the base premium.

SUMMARY OF THE CONTRACT

PURPOSE OF THE CONTRACT

Life insurance is not a short-term investment. The contract owner should
evaluate the need for insurance and the Contract's long-term investment
potential and risks before purchasing a Contract.

AVAILABILITY AND PAYMENTS

The Contract is available in most jurisdictions in which Merrill Lynch Life does
business. A Contract may be issued for insureds from age 20 through age 85. The
minimum initial payment is 75% of the base premium.

Merrill Lynch Life will not accept an initial payment that provides a guarantee
period of less than two years. The guarantee period is the period of time
Merrill Lynch Life guarantees that the Contract will remain in force regardless
of investment experience unless the debt exceeds certain values.

Contract owners may make additional payments. Contract owners may specify an
additional payment amount on the application to be paid on either a quarterly or
annual basis. For additional payments not being withdrawn from a CMA account,
Merrill Lynch Life will send reminder notices for such amounts beginning in the
second contract year.

The Contract is not available to insure residents of certain municipalities in
Kentucky where premium taxes in excess of a certain level are imposed.

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CMA(R) INSURANCE SERVICE

THE INVESTMENT DIVISIONS

During the "free look" period, the initial payment less contract loading will be
invested in the investment division of the Separate Account investing in the
Money Reserve Portfolio. After the "free look" period, the contract owner may
select up to five of the 34 investment divisions in the Separate Account. (See
"Changing the Allocation" on page 16.)

HOW THE DEATH BENEFIT VARIES

Contract owners elect a death benefit option on the application. Under option 1,
the death benefit equals the larger of the face amount or the variable insurance
amount. Under option 2, the death benefit equals the larger of the sum of the
face amount plus the cash value or the variable insurance amount. Subject to
certain conditions, contract owners may change the death benefit option. The
death benefit may increase or decrease on any day depending on the investment
results of the investment divisions chosen by the contract owner. Death benefit
proceeds equal the death benefit reduced by any debt and increased by any rider
benefits payable. (See "Death Benefit Proceeds" on page 21.)

HOW THE INVESTMENT BASE VARIES

A Contract's investment base is the amount available for investment at any time.
On the contract date(usually the business day next following receipt of the
initial payment at the Service Center), the investment base is equal to the
initial payment less contract loading and charges for cost of insurance and
rider costs. Afterwards, it varies daily based on investment performance of the
investment divisions chosen. The contract owner bears the risk of poor
investment performance and receives the benefit of favorable investment
performance. Contract owners may wish to consider diversifying their investment
in the Contract by allocating investment base to two or more investment
divisions.

NET CASH SURRENDER VALUE

- ---------------
Cash Management Account and CMA are registered trademarks of Merrill Lynch,
Pierce, Fenner & Smith Incorporated.

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ILLUSTRATIONS

REPLACEMENT OF EXISTING COVERAGE

RIGHTS TO CANCEL ("FREE LOOK" PERIOD) OR CONVERT

HOW DEATH BENEFIT AND CASH VALUE INCREASES ARE TAXED

A Contract may be a "modified endowment contract" under federal tax laws
depending upon the amount of payments made in relation to the death benefit
provided under the Contract. If the Contract is a modified endowment contract,
certain distributions made during either insured's lifetime, such as loans and
partial withdrawals from, and collateral assignments of, the Contract are
includable in gross income on an income-first basis. A 10% penalty tax may also
be imposed on distributions made before the contract owner attains age 59 1/2.
Contracts that are not modified endowment contracts under federal tax law
receive preferential tax treatment with respect to certain distributions.

For a discussion of the tax issues associated with this Contract, see "Tax
Considerations" on page 28.

LOANS

Contract owners may borrow up to the loan value of their Contracts, which is 90%
of the cash value. The maximum loan amount that may be borrowed at any time is
the difference between the loan value and debt. (See "Loans" on page 19.)

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loans may cause a Contract to lapse. If the Contract lapses with a loan
outstanding, adverse tax consequences may result. (See "Tax Considerations" on
page 28.)

PARTIAL WITHDRAWALS

Contract owners may make partial withdrawals beginning in contract year sixteen,
subject to certain conditions. (See "Partial Withdrawals" on page 20.)

FEES AND CHARGES

Contract Loading. Merrill Lynch Life deducts certain charges from all payments
before they are invested in the investment divisions. These charges are:

- Sales load equal to 46.25% of each payment through the second base
premium and 1.25% of each payment thereafter.

- State and local premium tax charge of 2.5% of each payment.

- A charge for federal taxes of 1.25% of each payment.

(See "Contract Loading" on page 17.)

Investment Base Charges. Merrill Lynch Life deducts certain charges from the
investment base. The charges deducted are as follows:

- On each contract anniversary, Merrill Lynch Life makes deductions for the
net loan cost if there has been any debt during the prior year. It equals
a maximum of 2% of the debt per year.

Separate Account Charges. There are certain charges deducted daily from the
investment results of the investment divisions in the Separate Account. These
charges are:

- an asset charge designed to cover mortality and expense risks deducted
from all investment divisions which is equivalent to .90% annually at the
beginning of the year; and

Advisory Fees. The portfolios in the Series Fund and the Variable Series Funds
pay monthly advisory fees and other expenses. (See "Charges to Series Fund
Assets" on page 34 and "Charges to Variable Series Funds Assets" on page 35.)

For the definition of certain terms used in this Prospectus, see "Important
Terms" on page 4.

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FACTS ABOUT THE SEPARATE ACCOUNT, THE SERIES FUND,
THE VARIABLE SERIES FUNDS, THE ZERO TRUSTS AND MERRILL LYNCH LIFE

THE SEPARATE ACCOUNT

THE SERIES FUND

Long-Term Corporate Bond Portfolio primarily seeks to provide as high a level of
current income as is believed to be consistent with prudent investment risk, and
secondarily seeks the preservation of capital. In seeking to achieve these
objectives, the Portfolio invests at least 80% of the value of its assets in
debt securities which have a rating within the three highest grades of a major
rating agency.

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THE VARIABLE SERIES FUNDS

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CERTAIN RISKS OF THE SERIES FUND AND VARIABLE SERIES FUNDS

THE ZERO TRUSTS

The Merrill Lynch Fund of Stripped ("Zero") U.S. Treasury Securities was formed
to provide safety of capital and a high yield to maturity. It seeks this through
U.S. Government-backed investments which make no periodic interest payments and,
therefore, are purchased at a deep discount. When held to maturity the
investments should receive approximately a fixed yield. The value of Zero Trust
units before maturity varies more than it would if the Zero Trusts contained
interest-bearing U.S. Treasury securities of comparable maturities.

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The Zero Trust portfolios consist mainly of:

- bearer debt obligations issued by the U.S. Government stripped of their
unmatured interest coupons;

- coupons stripped from U.S. debt obligations; and

- receipts and certificates for such stripped debt obligations and coupons.

The Zero Trusts currently available have maturity dates in years 1997 through
2011, 2013 and 2014.

MERRILL LYNCH LIFE AND MLPF&S

FACTS ABOUT THE CONTRACT

WHO MAY BE COVERED

Merrill Lynch Life assigns insureds to underwriting classes which determine the
current cost of insurance rates used in calculating cost of insurance
deductions. Contracts may be issued on insureds in standard, non-smoker or
preferred non-smoker underwriting classes. Contracts may also be issued on
insureds in a substandard underwriting class. For a discussion of the effect of
underwriting classification on deductions for cost of insurance, see "Cost of
Insurance" on page 16.

PURCHASING A CONTRACT

To purchase a Contract, the contract owner must complete an application and make
a payment. The payment is required to put the Contract into effect. In the
application, the contract owner selects the face amount of the Contract. The
amount of the minimum initial payment for a given Contract depends on the face
amount selected and the issue age, sex and underwriting class of each of the
insureds. The minimum initial payment for any Contract is 75% of the base
premium. Merrill Lynch Life will not accept an initial payment for a specified
face amount that will provide a guarantee period of less than two years. (See
"Selecting the Initial Face Amount" and "Initial Guarantee Period" on page 13.)
Merrill Lynch Life also will not accept an initial

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payment that would cause the Contract to fail to qualify as life insurance under
federal tax law as interpreted by Merrill Lynch Life.

Selecting the Initial Face Amount. The minimum initial face amount is $250,000
or that face amount which generates a $4,000 base premium, if larger. The
maximum face amount that may be specified for a given initial payment is the
amount which will provide an initial guarantee period of at least two years. For
the same initial payment amount, the larger the face amount requested, the
shorter the guarantee period. The initial face amount will change if the
contract owner changes the death benefit option or takes a partial withdrawal.
Subject to certain conditions, the contract owner may purchase additional
insurance coverage through an additional insurance rider. (See "Additional
Insurance Rider" on page 14.)

Initial Guarantee Period. The initial guarantee period for a Contract will be
determined by the initial payment, face amount and any additional insurance
rider face amount. The guarantee period will be adjusted each time an additional
payment is made, when a partial withdrawal is taken, when a death benefit option
change results in a change in face amount, and when the additional insurance
rider face amount is increased or decreased.

The guarantee period is the period of time Merrill Lynch Life guarantees that
the Contract will remain in force regardless of investment experience unless the
debt exceeds certain values. The guarantee period is based on the guaranteed
maximum cost of insurance rates in the Contract, guaranteed maximum rider costs
(if an additional insurance rider is elected), the contract loading and a 5%
interest assumption. This means that for a given initial payment and face
amount, different joint insureds will have different guarantee periods depending
on the age, sex and underwriting class of each of the insureds. For example,
older joint insureds will have a shorter guarantee period than younger joint
insureds in the same underwriting classes.

The maximum guarantee period is for the whole of life of the younger insured.

ADDITIONAL INSURANCE RIDER

The contract owner may purchase additional insurance coverage payable to the
beneficiary on the death of the last surviving insured. Additional insurance
coverage may be purchased through an additional insurance rider when the
Contract is purchased. Under Merrill Lynch Life's current procedures, the
maximum additional insurance rider face amount at the time the Contract is
purchased is three times the face amount of the Contract. The rider can also be
added on any contract anniversary thereafter, as long as an application is
completed, satisfactory evidence of insurability of both insureds is provided,
and at least one insured has not attained the age of 85. The minimum additional
insurance rider face amount at any time is $100,000. A cost of insurance charge
for the rider ("rider charge") will be deducted from the Contract's investment
base on each processing date. The rider charge will be based on the same cost of
insurance rates as the Contract. (See "Cost of Insurance" on page 16.) Because
insurance coverage through an additional insurance rider is

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purchased through deductions from the Contract's investment base that are not
taken into account in determining the base premium, there is no additional
contract loading associated with this coverage.

Once each year, the additional insurance rider face amount may be increased
(subject to evidence of insurability of both insureds) or decreased (after the
seventh contract anniversary); however, any change in the additional insurance
rider face amount must be at least $100,000. The effective date of the change
will be the contract anniversary next following underwriting approval of the
change. As of the effective date of the increase or decrease in the additional
insurance rider face amount, Merrill Lynch Life uses the existing fixed base and
the face amount of the Contract plus the new additional insurance rider face
amount to calculate a new guarantee period. A decrease in the additional
insurance rider face amount will increase the guarantee period. An increase in
the additional insurance rider face amount will decrease the guarantee period.
An increase will not be allowed on the first contract anniversary if the face
amount of the Contract plus the new rider face amount provide a guarantee period
of less than one year from the effective date of the increase.

ADDITIONAL PAYMENTS

After the "free look" period, contract owners may make additional payments while
the insured is living. Additional payments must be submitted with an additional
payment form. The minimum Merrill Lynch Life will accept for these payments is
$100. For Contracts that are not modified endowment contracts, making an
additional payment may cause them to become modified endowment contracts. (See
"Tax Considerations" on page 28.) Merrill Lynch Life will return that portion of
any additional payment beyond that necessary to extend the guarantee period to
the whole of life of the younger insured. Merrill Lynch Life will also return
that portion of any additional payment that would cause the Contract to fail to
qualify as life insurance under federal tax law as interpreted by Merrill Lynch
Life.

Contract owners may specify an additional payment amount on the application to
be paid on either an annual or quarterly basis. For additional payments not
being withdrawn from a CMA account, Merrill Lynch Life will send the contract
owner reminder notices beginning in the second contract year. If a contract
owner has the CMA Insurance Service, such additional payments may be withdrawn
automatically from his or her CMA account and transferred to his or her
Contract. The withdrawals will continue under the selected plan until Merrill
Lynch Life is notified otherwise.

EFFECT OF ADDITIONAL PAYMENTS

On the date Merrill Lynch Life receives and accepts an additional payment,
Merrill Lynch Life will:

- increase the Contract's investment base by the amount of the payment less
contract loading applicable to the payment;

- reflect the additional payment in the calculation of the variable
insurance amount (see "Variable Insurance Amount" on page 21); and

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- increase the fixed base by the amount of the payment less contract
loading applicable to the payment (see "The Contract's Fixed Base" on
page 18).

As of the processing date on or next following receipt and acceptance of an
additional payment, Merrill Lynch Life will increase the guarantee period if the
guarantee period prior to receipt and acceptance of an additional payment is
less than for the whole of life of the younger insured.

Merrill Lynch Life will determine the increase in the guarantee period by taking
the immediate increase in the cash value resulting from the additional payment
and adding to that interest at the annual rate of 5% for the period from the
date Merrill Lynch Life receives and accepts the payment to the contract
processing date on or next following such date. This is the guarantee adjustment
amount. The guarantee adjustment amount is added to the fixed base and the
resulting new fixed base is used to calculate a new guarantee period. For a
discussion of the effect of additional payments on a Contract's guarantee
period, see "Additional Payments" in the Examples on page 43.

If any excess sales load has been applied to keep the Contract in force, any
additional payment, less contract loading, will first be applied to recover such
excess load (see "Excess Sales Load" on page 17). Next, unless specified
otherwise, if there is any debt, any payment made will be applied as a loan
repayment, with any excess applied as an additional payment. (See "Loans" on
page 19.)

INVESTMENT BASE

A Contract's investment base is the amount available for investment at any time.
It is the sum of the amounts invested in each of the investment divisions. On
the contract date, the investment base equals the initial payment less contract
loading and charges for cost of insurance and rider costs. Merrill Lynch Life
adjusts the investment base daily to reflect the investment performance of the
investment divisions the contract owner has selected. (See "Net Rate of Return
for an Investment Division" on page 33.) The investment performance reflects the
deduction of Separate Account charges. (See "Charges to the Separate Account" on
page 17.)

Partial withdrawals, loans and deductions for cost of insurance, rider costs and
net loan cost decrease the investment base. (See "Charges Deducted from the
Investment Base" below, "Partial Withdrawals" on page 20 and "Loans" on page
19.) Loan repayments and additional payments increase it. Contract owners may
elect from which investment divisions loans and partial withdrawals are taken
and to which investment divisions repayments and additional payments are added.
If an election is not made, Merrill Lynch Life will allocate increases and
decreases proportionately to the contract owner's investment base as then
allocated in the investment divisions.

Initial Investment Allocation and Preallocation. During the "free look" period,
the initial payment less contract loading will be invested in the division
investing in the Money Reserve Portfolio. After the "free look" period, the
contract owner may invest in up to five of the 34 investment divisions in the
Separate Account.

Once Merrill Lynch Life's preallocation procedures are available in the state in
which the Contract is issued, the following process will apply to initial
payments. Through the first 14 days following the in force date, the initial
payment less contract loading will remain in the division investing in the Money
Reserve Portfolio. Thereafter, the investment base will be reallocated to the
investment divisions selected by the contract owner on the application, if
different. The contract owner may select up to five of the 34 investment
divisions in the Separate Account.

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seven days before the maturity date how to reinvest their funds in the division
investing in that Zero Trust. If Merrill Lynch Life is not notified, it will
move the contract owner's investment base in that division to the investment
division investing in the Money Reserve Portfolio.

CHARGES DEDUCTED FROM THE INVESTMENT BASE

The charges described below are deducted pro-rata from the investment base on
processing dates.

Cost of Insurance. Merrill Lynch Life deducts the cost of insurance from the
investment base on the contract date and on each processing date thereafter.
This charge compensates Merrill Lynch Life for the cost of providing life
insurance coverage for the insureds. It is based on the underwriting class, sex
(except where unisex rates are required by state law) and attained age of each
insured and the Contract's net amount at risk.

To determine the cost of insurance, Merrill Lynch Life multiplies the current
cost of insurance rate by the Contract's net amount at risk. The net amount at
risk is the difference, as of a processing date, between the death benefit
(adjusted for interest at an annual rate of 5%) and the cash value, but before
the deduction for cost of insurance.

Net Loan Cost. The net loan cost is explained under "Loans" on page 19.

Rider Charges. Rider charges are deducted on the contract date and on each
processing date thereafter. These charges are explained under "Additional
Insurance Rider" on page 14.

CONTRACT LOADING

The sales load, equal to 46.25% of each payment through the second base premium
and 1.25% of each payment thereafter, compensates Merrill Lynch Life for sales
expenses and the costs for underwriting and issuing the Contract. The sales load
may be reduced in certain group or sponsored arrangements as described on page
27. Merrill Lynch Life anticipates that the sales load charge may be
insufficient to cover its distribution expenses. Any shortfall will be made up
from Merrill Lynch Life's general account which may

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include amounts derived from mortality gains and asset charges. In no event will
the sales load exceed the amount permitted by the Investment Company Act of
1940.

The charge for federal taxes, equal to 1.25% of each payment, compensates
Merrill Lynch Life for a higher corporate income tax liability resulting from
Section 848 of the Internal Revenue Code as enacted by the Omnibus Budget
Reconciliation Act of 1990. (See "Merrill Lynch Life's Income Taxes" on page
32). The charge for federal taxes is reasonable in relation to Merrill Lynch
Life's increased federal tax burden under Section 848 resulting from the receipt
of premiums under the Contract.

- It is refunded if the Contract is surrendered during the first 24 months
after issue.

- It is added to the cash value in determining the variable insurance
amount during the first 24 months after issue.

CHARGES TO THE SEPARATE ACCOUNT

- the risk assumed by Merrill Lynch Life that it will cost more to issue
and administer the Contracts than expected.

The remaining amount, .15%, is for

The total asset charge may not be increased. Merrill Lynch Life will realize a
gain from this charge to the extent it is not needed to provide for benefits and
expenses under the Contracts.

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GUARANTEE PERIOD

Merrill Lynch Life guarantees that the Contract will stay in force for the
guarantee period unless the debt exceeds certain contract values. (See "Loans"
on page 19.) Additional payments will extend the guarantee period until such
time as it is guaranteed for the whole of life of the younger insured. The
guarantee period will be affected by partial withdrawals, by changes in death
benefit options, and by increases and decreases in the face amount of the
additional insurance rider. A reserve is held in Merrill Lynch Life's general
account to support this guarantee.

When the Guarantee Period is Less Than for Life. After the end of the guarantee
period, Merrill Lynch Life may cancel the Contract if the cash value plus
certain excess sales load on a processing date is insufficient to cover charges
due on that date. (See "Charges Deducted from the Investment Base" on page 16
and "Contract Loading -- Excess Sales Load" on page 17.)

Merrill Lynch Life will notify the contract owner at the owner's last known
address before cancelling the Contract. The contract owner will then have 61
days to pay an amount which, after deducting contract loading, equals at least
three times the charges that were due (and not deducted) on the processing date
when the cash value was determined to be insufficient, plus any excess sales
load previously applied to keep the Contract in force. If this amount is paid,
Merrill Lynch Life will deduct the charges due on the processing date and apply
the balance to the investment base. Merrill Lynch Life will cancel the Contract
at the end of this grace period if payment has not yet been received. At that
time, Merrill Lynch Life will deduct any charges for cost of insurance and rider
costs applicable to the grace period and refund any unearned charges for the
cost of insurance, rider costs and any excess sales load not previously applied
to keep the Contract in force.

Subject to state regulation, if Merrill Lynch Life cancels a Contract, it may be
reinstated while both insureds are still living if:

- the reinstatement is requested within three years after the end of the
grace period;

- Merrill Lynch Life receives satisfactory evidence of the insureds'
insurability; and

- the reinstatement payment is made. The reinstatement payment is the
minimum payment for which Merrill Lynch Life would then issue a Contract
for the minimum guarantee period with the same face amount as the
original Contract, based on the insureds' attained ages and underwriting
classes as of the effective date of the reinstated Contract.

A reinstated Contract will be effective on the processing date on or next
following the date the reinstatement application is approved.

The Contract's Fixed Base. On the contract date, the fixed base equals the cash
value. From then on, the fixed base is calculated in the same manner as the cash
value except that the calculation substitutes 5% for the net rate of return, the
guaranteed maximum cost of insurance rates and guaranteed maximum rider costs
are substituted for the current rates and it is calculated as though there had
been no loans or repayments. The fixed base is equivalent to the cash value for
a comparable fixed benefit contract with the same face amount and guarantee
period. After the end of the guarantee period the fixed base is zero. The fixed
base is used to limit Merrill Lynch Life's right to cancel the Contract during
the guarantee period.

Automatic Adjustment. On any contract anniversary, if the cash value is greater
than the fixed base necessary to cause the guarantee period to equal the whole
of life of the younger insured, the guarantee period will be extended to the
whole of life of the younger insured.

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CASH VALUE

The contract owner will then receive the net cash surrender value. The contract
owner may elect to receive this amount either in a single payment or under one
or more income plans described on page 27. The net cash surrender value will be
determined as of the date of receipt of the written request at the Service
Center.

If the Contract is cancelled during the first 24 months after the issue date of
the Contract, excess sales load, as described under "Excess Sales Load" on page
17, will be refunded except to the extent previously applied to keep the
Contract in force. (See "Contract Loading - Excess Sales Load" on page 17.)

LOANS

Contract owners may use the Contract as collateral to borrow funds from Merrill
Lynch Life. The minimum loan is $1,000. Contract owners may repay all or part of
the loan at any time during either insured's lifetime. Each repayment must be
for at least $1,000 or the amount of the debt, if less. Certain states won't
permit establishing a minimum amount that can be borrowed or repaid. If any
excess sales load was previously applied to keep the Contract in force, any loan
repayment will first be applied to repay such excess sales load.

If a contract owner has the CMA Insurance Service, loans may be transferred to
and loan repayments transferred from his or her CMA account.

Loan Value. The loan value of a Contract equals 90% of its cash value. The sum
of all outstanding loan amounts plus accrued interest is called debt. The
maximum amount that can be borrowed at any time is the difference between the
loan value and the debt.

Interest. While a loan is outstanding, Merrill Lynch Life may charge interest
at a maximum rate of 6% annually, subject to state regulation. Currently Merrill
Lynch Life charges interest of 5.75% annually. Interest accrues each day and
payments are due at the end of each contract year. If the interest isn't paid
when due, it is added to the outstanding loan amount. Interest paid on a loan
may not be tax deductible.

The amount held in Merrill Lynch Life's general account as collateral for a loan
earns interest at a minimum of 4% annually. Currently a loan amount earns
interest at 5%.

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Net Loan Cost. Whether or not loan interest is paid when due, on the contract
anniversary, Merrill Lynch Life reduces the investment base by the net loan cost
(the difference between the interest charged and the earnings on the amount held
as collateral in the general account) and adds that amount to the amount held in
the general account as collateral for the loan. Since the interest charged is
5.75% and the collateral earnings on such amounts are 5%, the current net loan
cost on loaned amounts is .75%. The net loan cost is taken into account in
determining the net cash surrender value of the Contract if the date of
surrender is not a contract anniversary.

Cancellation Due to Excess Debt. If on a processing date the debt exceeds the
larger of (i) the cash value plus certain excess sales load, and less charges
due on that date, and (ii) the fixed base (if any), Merrill Lynch Life will
cancel the Contract 61 days after a notice of intent to terminate the Contract
is mailed to the contract owner unless Merrill Lynch Life has received at least
the minimum repayment amount specified in the notice. During the first 24 months
after the Contract is issued, Merrill Lynch Life will add excess sales load to
the cash value as necessary to keep the Contract in force if debt exceeds the
larger of the cash value less charges due and the fixed base. (See "Contract
Loading -- Excess Sales Load" on page 17.) Upon termination, Merrill Lynch Life
will deduct any charges for cost of insurance and rider costs that may be
applicable to the 61-day period and refund any unearned charges for cost of
insurance, riders costs and any excess sales load not previously applied to keep
the Contract in force. If the Contract lapses with a loan outstanding, adverse
tax consequences may result. (See "Tax Considerations" on page 28.)

PARTIAL WITHDRAWALS

Beginning in contract year sixteen, and subject to state regulation, a contract
owner may make partial withdrawals by submitting a request in a form
satisfactory to Merrill Lynch Life. The effective date of the withdrawal is the
date a withdrawal request is received at the Service Center. Contract owners may
elect to receive the withdrawal amount either in a single payment or, subject to
Merrill Lynch Life's rules, under one or more income plans.

Contract owners may make one partial withdrawal each contract year. The minimum
amount for each partial withdrawal is $1,000. The remaining cash value less debt
following a partial withdrawal must equal or exceed $5,000. The amount of any
partial withdrawal may not exceed the loan value as of the effective date of the
partial withdrawal less any debt. A partial withdrawal may not be repaid.

Effect on Guarantee Period. As of the processing date on or next following the
effective date of a partial withdrawal, Merrill Lynch Life calculates a new
guarantee period. This is done by taking the immediate decrease in cash value
resulting from the partial withdrawal and adding to that amount interest at an
annual rate of 5% for the period from the date of withdrawal to the contract
processing date on or next following such date. This is the guarantee adjustment
amount. The guarantee adjustment amount is subtracted from the fixed base and
the resulting new fixed base is used to calculate a new guarantee period. For a
discussion of the effect of partial withdrawals on a Contract's guarantee
period, see "Partial Withdrawals" in the Examples on page 44.

A partial withdrawal may cause a Contract which is not a modified endowment
contract to become a modified endowment contract. In such a case, Merrill Lynch
Life will not process the partial withdrawal until the

20
<PAGE> 76

contract owner confirms in writing his or her intent to convert the Contract to
a modified endowment contract. For a discussion of the tax issues associated
with a partial withdrawal, see "Tax Considerations" on page 28.

DEATH BENEFIT PROCEEDS

Death Benefit Proceeds. The death benefit payable depends on the death benefit
option in effect on the date of death.

- Under option 1, the death benefit is equal to the larger of the face
amount or the variable insurance amount.

- Under option 2, the death benefit is equal to the larger of the face
amount plus the cash value or the variable insurance amount.

The death benefit will never be less than the amount required to keep the
Contract qualified as life insurance under federal income tax laws.

To determine the death benefit proceeds, Merrill Lynch Life will subtract from
the death benefit any debt and add to the death benefit any rider benefits
payable.

Variable Insurance Amount. Merrill Lynch Life determines the variable insurance
amount daily by:

- calculating the cash value (plus any excess sales load during the first
24 months after the Contract is issued); and

- multiplying it by the cash value corridor factor (explained below) for
the younger insured at his or her attained age.

The variable insurance amount will never be less than required by federal tax
law.

21
<PAGE> 77

Table of Illustrative Cash Value Corridor Factors
on Anniversaries

<TABLE>
<CAPTION>
ATTAINED
AGE FACTOR
----------------------------------- ------
<S> <C>
40 and under 250%
45 215%
55 150%
65 120%
75-90 105%
95 and over 100%
</TABLE>

Changing the Death Benefit Option. On each contract anniversary beginning with
the fifteenth, the contract owner may change the death benefit option. Merrill
Lynch Life will change the face amount in order to keep the death benefit
constant on the effective date of the change. Therefore, if the change is from
option 1 to option 2, the face amount of the Contract will be decreased by the
cash value on the date of the change. A change in the death benefit option will
not be permitted if it would result in a face amount of less than $100,000. If
the change is from option 2 to option 1, the face amount of the Contract will be
increased by the cash value on the date of the change. For a discussion of the
effect of a change in the death benefit option on a Contract, see "Changing the
Death Benefit Option" in the Examples on page 45.

PAYMENT OF DEATH BENEFIT PROCEEDS

Payment may be delayed if the Contract is being contested or under the
circumstances described in "Using the Contract" on page 23 and "Other Contract
Provisions" on page 26. If a delay is necessary and death of the last surviving
insured occurs prior to the end of the guarantee period, Merrill Lynch Life may
delay payment of any excess of the death benefit over the face amount. After the
guarantee period has expired, Merrill Lynch Life may delay payment of the entire
death benefit.

RIGHTS TO CANCEL OR CONVERT

22
<PAGE> 78

without interest. If cancelled, Merrill Lynch Life may require the contract
owner to wait six months before applying again.

Converting the Contract. A contract owner may convert the Contract for a joint
and last survivor contract with benefits that do not vary with the investment
results of a separate account. Once a contract owner exercises this right, the
investment base and additional payments may not be allocated to the Separate
Account. A request to convert must be made in writing within 24 months after the
issue date of the Contract while the insured is living. The conversion will not
require evidence of insurability.

REPORTS TO CONTRACT OWNERS

Contract owners will receive confirmation of all financial transactions. Such
confirmations will show the price per unit of each of the contract owner's
investment divisions, the number of units a contract owner has in the investment
division and the value of the investment division computed by multiplying the
quantity of units by the price per unit. (See "Net Rate of Return for an
Investment Division" on page 33.) The sum of the values in each investment
division is a contract owner's investment base.

MORE ABOUT THE CONTRACT

USING THE CONTRACT

Ownership. The contract owner is usually one of the insureds, unless another
owner has been named in the application. The contract owner has all rights and
options described in the Contract.

23
<PAGE> 79

options jointly, except that any one of the owners may reallocate the Contract's
investment base by phone if the owner provides the personal identification
number as well as the Contract number. One contract owner must be designated, in
writing, to receive all notices, correspondence and tax reporting to which
contract owners are entitled under the Contract.

Assigning the Contract as Collateral. Contract owners may assign the Contract
as collateral security for a loan or other obligation. This does not change the
ownership. However, the contract owner's rights and any beneficiary's rights are
subject to the terms of the assignment. Contract owners must give satisfactory
written notice at the Service Center in order to make or release an assignment.
Merrill Lynch Life is not responsible for the validity of any assignment.

For a discussion of the tax issues associated with a collateral assignment, see
"Tax Considerations" on page 28.

Maturity Proceeds. The maturity date is the contract anniversary nearest the
younger insured's 100th birthday. On the maturity date, Merrill Lynch Life will
pay the net cash surrender value to the contract owner, provided either insured
is still living at that time.

However, it may delay payment from the Separate Account if it isn't practical
for Merrill Lynch Life to value or dispose of Trust units, Series Fund shares or
Variable Series Funds shares because:

- the New York Stock Exchange is closed, other than for a customary weekend
or holiday; or

- trading on the New York Stock Exchange is restricted by the Securities
and Exchange Commission; or

- the Securities and Exchange Commission by order so permits for the
protection of contract owners.

24
<PAGE> 80

SOME ADMINISTRATIVE PROCEDURES

Personal Identification Number. Merrill Lynch Life will send each contract
owner a four-digit personal identification number ("PIN") shortly after the
Contract is placed in force and before the end of the "free look" period. This
number must be given when the contract owner calls the Service Center to get
information about the Contract, to make a loan (if an authorization is on file),
or to make other requests. Each PIN will be accompanied by a notice reminding
the contract owner that all of the investment base is in the division investing
in the Money Reserve Portfolio, and that this allocation may be changed by
calling or writing to the Service Center. (See "Changing the Allocation" on page
16.)

Requesting Partial Withdrawals. Beginning in contract year 16, partial
withdrawals may be requested in writing in a form satisfactory to Merrill Lynch
Life. A contract owner may request a partial withdrawal by phone if all required
phone authorization forms are on file. Once the authorization has been received
at the Service Center, contract owners can call the Service Center, give their
Contract number, name and personal identification number, and tell Merrill Lynch
Life how much to withdraw and from which investment divisions.

OTHER CONTRACT PROVISIONS

25
<PAGE> 81

increase in the additional insurance rider face amount requested if any material
misstatements are made in any application required for the change or increase.

Contract Changes - Applicable Federal Tax Law. To receive the tax treatment
accorded to life insurance under federal income tax law, the Contract must
qualify initially and continue to qualify as life insurance under the Internal
Revenue Code or successor law. Therefore, to maintain this qualification to the
maximum extent of the law, Merrill Lynch Life reserves the right to return any
additional payments that would cause the Contract to fail to qualify as life
insurance under applicable tax law as interpreted by Merrill Lynch Life.
Further, Merrill Lynch Life reserves the right to make changes in the Contract
or its riders or to make distributions from the Contract to the extent it is
necessary to continue to qualify the Contract as life insurance. Any changes
will apply uniformly to all Contracts that are affected and contract owners will
be given advance written notice of such changes.

INCOME PLANS

26
<PAGE> 82

the death benefit proceeds either paid or payable to that beneficiary to one or
more of the plans. The contract owner may also choose one or more income plans
if the Contract is cancelled or a partial withdrawal is taken. Merrill Lynch
Life's approval is needed for any plan where any income payment would be less
than $100. Payments under these plans do not depend on the investment results of
a separate account.

Income plans include:

Annuity Plan. An amount can be used to purchase a single premium immediate
annuity.

Interest Payment. Amounts can be left with Merrill Lynch Life to earn
interest at an annual rate of at least 3%. Interest payments can be made
annually, semiannually, quarterly or monthly.

Income for a Fixed Period. Payments are made in equal installments for a
fixed number of years.

Income for Life. Payments are made in equal monthly installments until
death of a named person or end of a designated period, whichever is later.
The designated period may be for 10 or 20 years.

Income of a Fixed Amount. Payments are made in equal installments until
proceeds applied under the option and interest on unpaid balance at not
less than 3% per year are exhausted.

Once in effect, some of the plans may not provide any surrender rights.

GROUP OR SPONSORED ARRANGEMENTS

UNISEX LEGAL CONSIDERATIONS FOR EMPLOYERS

27
<PAGE> 83

in this Prospectus to insure residents of these states will have unisex payments
and benefits which are based on actuarial tables that do not differentiate on
the basis of sex.

SELLING THE CONTRACTS

Contracts are sold by registered representatives of MLPF&S who are also licensed
through various Merrill Lynch Life Agencies as insurance agents for Merrill
Lynch Life. Merrill Lynch Life has entered into a distribution agreement with
MLPF&S and companion sales agreements with the Merrill Lynch Life Agencies
through which agreements the Contracts and other variable life insurance
contracts issued through the Separate Account are sold and the registered
representatives are compensated by Merrill Lynch Life Agencies and/or MLPF&S.

TAX CONSIDERATIONS

- the death benefit should be fully excludable from the gross income of the
beneficiary under Section 101(a)(1) of the Code; and

28
<PAGE> 84

Contracts that comply with the 7-pay test will not be classified as modified
endowment contracts. Loans from contracts that are not modified endowment
contracts will be considered indebtedness of an owner and no part of a loan will
constitute income to the owner. In addition, pre-death distributions from these
contracts will

29
<PAGE> 85

generally not be included in gross income to the extent that the amount received
does not exceed the owner's investment in the contract. A lapse of such a
contract with an outstanding loan will result in the treatment of the loan
cancellation (including the accrued interest) as a distribution under the
contract and may be taxable.

Special Treatment of Loans on the Contract. If there is any borrowing against
the Contract, whether a modified endowment contract or not, the interest paid on
loans may not be tax deductible.

Tax Treatment of Policy Split. The policy split rider permits a Contract to be
split into two individual contracts upon the occurrence of a divorce of joint
insureds or certain changes in federal estate tax law. A policy split could have
adverse tax consequences; for example, it is not clear whether a policy split
will be treated as a nontaxable exchange under Sections 1031 through 1043 of the
Code. If a policy split is not treated as a nontaxable exchange, a split could
result in the recognition of taxable income in an amount up to any gain in the
Contract at the time of the split. In addition, it is not clear whether the
individual contracts that result from a policy split would in all circumstances
be treated as life insurance contracts for federal income tax purposes and, if
so treated, whether the individual contracts would be classified as modified
endowment contracts. (See "Tax Treatment of Loans and Other Distributions" on
page 29.) Before the contract owner exercises rights provided by the policy
split rider, it is important that he or she consult with a competent tax advisor
regarding the possible consequences of a policy split.

30
<PAGE> 86

Other Transactions. Changing the contract owner or an additional insurance
rider's face amount may have tax consequences. Exchanging this Contract for
another involving the same insureds should have no federal income consequences
if there is no debt and no cash or other property is received, according to
Section 1035(a)(1) of the Code. The new contract would have to satisfy the 7-pay
test from the date of the exchange to avoid characterization as a modified
endowment contract. An exchange for a new contract may, however, result in a
loss of grandfathering status for statutory changes made after the old contract
was issued. A tax advisor should be consulted before effecting an exchange.

Merrill Lynch Life does not make any guarantee regarding the tax status of any
Contract or any transaction regarding the Contract.

MERRILL LYNCH LIFE'S INCOME TAXES

31
<PAGE> 87

REINSURANCE

Merrill Lynch Life intends to reinsure some of the risks assumed under the
Contracts.

MORE ABOUT THE SEPARATE ACCOUNT AND ITS DIVISIONS

ABOUT THE SEPARATE ACCOUNT

CHANGES WITHIN THE ACCOUNT

When permitted by law, Merrill Lynch Life reserves the right to:

- deregister the Separate Account under the Investment Company Act of 1940;

- operate the Separate Account as a management company under the Investment
Company Act of 1940;

- restrict or eliminate any voting rights of contract owners, or other
persons who have voting rights as to the Separate Account; and

- combine the Separate Account with other separate accounts.

NET RATE OF RETURN FOR AN INVESTMENT DIVISION

32
<PAGE> 88

valuation period is each business day together with any non-business days before
it. A business day for an investment division is any day the New York Stock
Exchange is open or the SEC requires that the net asset value of an investment
division be determined.

For divisions investing in the Zero Trusts, units of each Zero Trust are valued
at the sponsor's repurchase price, as explained in the prospectus for the Zero
Trusts.

THE SERIES FUND AND THE VARIABLE SERIES FUNDS

- contrary to state law;

- prohibited by state regulatory authorities; or

- decided by management that the change would result in overly speculative
or unsound investments.

If Merrill Lynch Life disregards voting instructions, it will include a summary
of its actions in the next semi-annual report.

33
<PAGE> 89

Resolving Material Conflicts. Shares of the Series Fund are available for
investment by Merrill Lynch Life, ML Life Insurance Company of New York (an
indirect wholly owned subsidiary of Merrill Lynch & Co., Inc.) and Monarch Life
Insurance Company (an insurance company not affiliated with Merrill Lynch Life
or Merrill Lynch & Co., Inc.). Shares of the Variable Series Funds are currently
sold only to separate accounts of Merrill Lynch Life, ML Life Insurance Company
of New York and several insurance companies not affiliated with Merrill Lynch
Life or Merrill Lynch & Co., Inc. to fund benefits under certain variable life
insurance and variable annuity contracts. Shares of each Fund of Variable Series
Funds may be made available to the separate accounts of additional insurance
companies in the future.

CHARGES TO SERIES FUND ASSETS

The Series Fund incurs operating expenses and pays a monthly advisory fee to
MLAM. This fee equals an annual rate of:

- .50% of the first $250 million of the aggregate average daily net assets
of the Series Fund;

- .45% of the next $50 million of such assets;

- .40% of the next $100 million of such assets;

- .35% of the next $400 million of such assets; and

- .30% of such assets over $800 million.

34
<PAGE> 90

CHARGES TO VARIABLE SERIES FUNDS ASSETS

THE ZERO TRUSTS

The 17 Zero Trusts:

<TABLE>
<CAPTION>
TARGETED RATE OF RETURN
TO MATURITY AS
ZERO TRUST MATURITY DATE OF APRIL , 1996
- ----------- ------------------- -----------------------
<C> <S> <C>
1997 February 15, 1997 %
1998 February 15, 1998 %
1999 February 15, 1999 %
2000 February 15, 2000 %
2001 February 15, 2001 %
2002 February 15, 2002 %
2003 August 15, 2003 %
2004 February 15, 2004 %
2005 February 15, 2005 %
2006 February 15, 2006 %
2007 February 15, 2007 %
2008 February 15. 2008 %
2009 February 15, 2009 %
2010 February 15, 2010 %
2011 February 15, 2011 %
2013 February 15, 2013 %
2014 February 15, 2014 %
</TABLE>

Targeted Rate of Return to Maturity

Because the underlying securities in the Zero Trusts will grow to their face
value on the maturity date, it is possible to estimate a compound rate of growth
to maturity for the Zero Trust units.

35
<PAGE> 91

ILLUSTRATIONS

ILLUSTRATIONS OF DEATH BENEFITS, INVESTMENT BASE, NET CASH SURRENDER VALUES AND
ACCUMULATED PAYMENTS

The tables on pages 39 through 42 demonstrate the way in which the Contract
works. The tables are based on the following ages (to age 99 of the younger
insured), face amounts, payments and guarantee periods and show values based
upon both current and maximum mortality charges.

1. The illustration on page 39 is for a Contract issued to a male age
65 and a female age 60 both in the standard non-smoker underwriting class
with annual payments of $40,114 through contract year 37, an initial face
amount of $1.5 million, an initial guarantee period of 7.25 years and
coverage under death benefit option 1. It assumes current mortality
charges.

2. The illustration on page 40 is for a Contract issued to a male age
65 and a female age 60 both in the standard non-smoker underwriting class
with annual payments of $40,114 through contract year 37, an initial face
amount of $1.5 million, an initial guarantee period of 7.25 years and
coverage under death benefit option 1. It assumes maximum mortality
charges.

3. The illustration on page 41 is for a Contract issued to a male age
65 and a female age 60 both in the standard non-smoker underwriting class
with annual payments of $142,166 through contract year 32, an initial face
amount of $1.5 million, an initial guarantee period of 14 years and
coverage under death benefit option 2. It assumes current mortality
charges.

4. The illustration on page 42 is for a Contract issued to a male age
65 and a female age 60 both in the standard non-smoker underwriting class
with annual payments of $142,166 through contract year 32, an initial face
amount of $1.5 million, an initial guarantee period of 14 years and
coverage under death benefit option 2. It assumes maximum mortality
charges.

36
<PAGE> 92

(including monthly advisory fees) for the Series Fund and the Variable Series
Funds and the current trust charge. This charge does not reflect expenses
incurred by the Natural Resources Portfolio of the Series Fund and the
Developing Capital Markets Focus Fund of the Variable Series Funds in 1995,
which were reimbursed to the Series Fund and the Variable Series Funds,
respectively, by MLAM. The reimbursements amounted to % and %, respectively,
of the average daily net assets of these portfolios. (See "Charges to Series
Fund Assets" on page 34.) The actual charge under a Contract for Series Fund and
Variable Series Funds expenses and the trust charge will depend on the actual
allocation of the investment base and may be higher or lower depending on how
the investment base is allocated.

The second column of the tables shows the amount which would accumulate if an
amount equal to the payments were invested to earn interest (after taxes) at 5%
compounded annually.

Merrill Lynch Life will furnish upon request a personalized illustration
reflecting the proposed insureds' ages, face amount and the payment amounts
requested. The illustration will also use current cost of insurance rates and
will assume that the proposed insureds are in a standard non-smoker underwriting
class.

37
<PAGE> 93

JOINT INSUREDS: FEMALE ISSUE AGE 60/MALE ISSUE AGE 65
STANDARD NON-SMOKER UNDERWRITING CLASS
ANNUAL PAYMENTS OF $40,114 FOR 37 YEARS
FACE AMOUNT(1): $1.5 MILLION INITIAL GUARANTEE PERIOD: 7.25 YEARS
DEATH BENEFIT OPTION 1
BASED ON CURRENT MORTALITY CHARGES

<TABLE>
<CAPTION>
END OF YEAR
TOTAL DEATH BENEFIT(3)
PAYMENTS ASSUMING HYPOTHETICAL GROSS
MADE PLUS ANNUAL RATE OF RETURN OF
INTEREST AT 5% AS ---------------------------------
CONTRACT YEAR PAYMENTS(2)(6) OF END OF YEAR 0% 6% 12%
- ------------------------------------ -------------- ----------------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
1.................................. 40,114 42,120 1,500,000 1,500,000 1,500,000
2.................................. 40,114 86,346 1,500,000 1,500,000 1,500,000
3.................................. 40,114 132,783 1,500,000 1,500,000 1,500,000
4.................................. 40,114 181,542 1,500,000 1,500,000 1,500,000
5.................................. 40,114 232,739 1,500,000 1,500,000 1,500,000
6.................................. 40,114 286,496 1,500,000 1,500,000 1,500,000
7.................................. 40,114 342,941 1,500,000 1,500,000 1,500,000
8.................................. 40,114 402,208 1,500,000 1,500,000 1,500,000
9.................................. 40,114 464,438 1,500,000 1,500,000 1,500,000
10.................................. 40,114 529,780 1,500,000 1,500,000 1,500,000
15.................................. 40,114 908,886 1,500,000 1,500,000 1,500,000
20.................................. 40,114 1,392,732 1,500,000 1,500,000 1,989,619
30.................................. 40,114 2,798,389 1,500,000 1,729,325 5,269,067
40.................................. 0 4,955,270 1,500,000 2,533,844 13,427,559
</TABLE>

<TABLE>
<CAPTION>
END OF YEAR
INVESTMENT BASE AND END OF YEAR
NET CASH SURRENDER VALUE(3)(4) CASH VALUE(3)(5)
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
---------------------------------- --------------------------------
CONTRACT YEAR 0% 6% 12% 0% 6% 12%
- ----------------------------------- ------- -------- --------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
1................................. 19,516 20,699 21,883 19,516 20,699 21,883
2................................. 38,348 41,917 45,626 38,348 41,917 45,626
3................................. 74,670 82,926 91,764 74,670 82,926 91,764
4................................. 110,418 125,738 142,684 110,418 125,738 142,684
5................................. 145,561 170,396 198,854 145,561 170,396 198,854
6................................. 180,089 216,970 260,817 180,089 216,970 260,817
7................................. 213,958 265,500 329,142 213,958 265,500 329,142
8................................. 247,140 316,046 404,480 247,140 316,046 404,480
9................................. 279,580 368,649 487,541 279,580 368,649 487,541
10................................. 311,268 423,398 579,163 311,268 423,398 579,163
15................................. 450,671 726,809 1,156,670 450,671 726,809 1,156,670
20................................. 534,112 1,081,421 1,894,875 534,112 1,081,421 1,894,875
30................................. 251,596 1,646,976 5,018,160 251,596 1,646,976 5,018,160
40................................. 0 2,533,844 13,427,559 0 2,533,844 13,427,559
</TABLE>

(1) Assumes no additional insurance rider face amount.
(2) All payments are illustrated as if made at the beginning of the contract
year.
(3) Assumes annual payments are made and no loans or withdrawals have been
taken.
(4) Investment base will equal net cash surrender value on each contract
anniversary. If the Contract is surrendered within 24 months after issue,
the contract owner will also receive any excess sales load previously
deducted.
(5) Cash value will equal investment base and net cash surrender value on each
contract anniversary if no loans have been taken.
(6) The payments shown may extend beyond the year in which the automatic
adjustment is made. At annual rates of return of 6% and 12% and current
mortality charges, the guarantee period reaches life of the younger insured
in contract years 21 and 14, respectively. Once a guarantee of life is
reached, no more payments would be accepted. Values shown at annual rates of
return of 0%, 6% and 12% do not reflect any payments shown after a guarantee
of life is reached.

38
<PAGE> 94

<TABLE>
<CAPTION>
END OF YEAR
TOTAL DEATH BENEFIT(3)
PAYMENTS ASSUMING HYPOTHETICAL GROSS
MADE PLUS ANNUAL RATE OF RETURN OF
INTEREST AT 5% AS ----------------------------------
CONTRACT YEAR PAYMENTS(2)(6) OF END OF YEAR 0% 6% 12%
- -------------------------------------- -------------- ----------------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
1.................................... 40,114 42,120 1,500,000 1,500,000 1,500,000
2.................................... 40,114 86,346 1,500,000 1,500,000 1,500,000
3.................................... 40,114 132,783 1,500,000 1,500,000 1,500,000
4.................................... 40,114 181,542 1,500,000 1,500,000 1,500,000
5.................................... 40,114 232,739 1,500,000 1,500,000 1,500,000
6.................................... 40,114 286,496 1,500,000 1,500,000 1,500,000
7.................................... 40,114 342,941 1,500,000 1,500,000 1,500,000
8.................................... 40,114 402,208 1,500,000 1,500,000 1,500,000
9.................................... 40,114 464,438 1,500,000 1,500,000 1,500,000
10.................................... 40,114 529,780 1,500,000 1,500,000 1,500,000
15.................................... 40,114 908,886 1,500,000 1,500,000 1,500,000
20.................................... 40,114 1,392,732 1,500,000 1,500,000 1,777,913
30.................................... 40,114 2,798,389 1,500,000 1,500,000 4,564,248
40.................................... 0 4,955,270 1,500,000 1,500,000 11,440,891
</TABLE>

<TABLE>
<CAPTION>
END OF YEAR
INVESTMENT BASE AND END OF YEAR
NET CASH SURRENDER VALUE(3)(4) CASH VALUE(3)(5)
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
---------------------------------- --------------------------------
CONTRACT YEAR 0% 6% 12% 0% 6% 12%
- -------------------------------------- ------- ------- ---------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
1.................................... 19,516 20,699 21,883 19,516 20,699 21,883
2.................................... 38,179 41,741 45,445 38,179 41,741 45,445
3.................................... 73,668 81,879 90,673 73,668 81,879 90,673
4.................................... 107,823 122,990 139,781 107,823 122,990 139,781
5.................................... 140,498 164,961 193,035 140,498 164,961 193,035
6.................................... 171,528 207,666 250,733 171,528 207,666 250,733
7.................................... 200,676 250,911 313,165 200,676 250,911 313,165
8.................................... 227,839 294,643 380,829 227,839 294,643 380,829
9.................................... 252,762 338,674 454,189 252,762 338,674 454,189
10.................................... 275,201 382,843 533,850 275,201 382,843 533,850
15.................................... 336,909 598,136 1,059,939 336,909 598,136 1,059,939
20.................................... 248,617 776,531 1,693,251 248,617 776,531 1,693,251
30.................................... 0 698,734 4,346,903 0 698,734 4,346,903
40.................................... 0 0 11,440,891 0 0 11,440,891
</TABLE>

(1) Assumes no additional insurance rider face amount.
(2) All payments are illustrated as if made at the beginning of the contract
year.
(3) Assumes annual payments are made and no loans or withdrawals have been
taken.
(4) Investment base will equal net cash surrender value on each contract
anniversary. If the Contract is surrendered within 24 months after issue,
the contract owner will also receive any excess sales load previously
deducted.
(5) Cash value will equal investment base and net cash surrender value on each
contract anniversary if no loans have been taken.
(6) The payments shown may extend beyond the year in which the automatic
adjustment is made. At an annual rate of return of 12% and maximum mortality
charges, the guarantee period reaches life of the younger insured in
contract year 15. Once a guarantee of life is reached, no more payments
would be accepted. Values shown at annual rates of return of 0%, 6% and 12%
do not reflect any payments shown after a guarantee of life is reached.

39
<PAGE> 95

JOINT INSUREDS: FEMALE ISSUE AGE 60/MALE ISSUE AGE 65
STANDARD NON-SMOKER UNDERWRITING CLASS
ANNUAL PAYMENTS OF $142,166 FOR 32 YEARS
FACE AMOUNT(1): $1.5 MILLION INITIAL GUARANTEE PERIOD: 14 YEARS
DEATH BENEFIT OPTION 2
BASED ON CURRENT MORTALITY CHARGES

<TABLE>
<CAPTION>
END OF YEAR
TOTAL DEATH BENEFIT(3)
PAYMENTS ASSUMING HYPOTHETICAL GROSS
MADE PLUS ANNUAL RATE OF RETURN OF
INTEREST AT 5% AS ---------------------------------
CONTRACT YEAR PAYMENTS(2)(6) OF END OF YEAR 0% 6% 12%
- ------------------------------------ -------------- ----------------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
1.................................. 142,166 149,274 1,597,326 1,603,205 1,609,084
2.................................. 142,166 306,012 1,728,449 1,748,396 1,769,044
3.................................. 142,166 470,587 1,857,693 1,900,150 1,945,755
4.................................. 142,166 643,391 1,985,046 2,058,726 2,140,938
5.................................. 142,166 824,835 2,110,487 2,224,386 2,356,482
6.................................. 142,166 1,015,351 2,234,014 2,397,424 2,594,498
7.................................. 142,166 1,215,393 2,355,586 2,578,106 2,857,274
8.................................. 142,166 1,425,437 2,475,171 2,766,719 3,147,351
9.................................. 142,166 1,645,983 2,592,704 2,963,530 3,467,499
10.................................. 142,166 1,877,556 2,708,166 3,168,863 3,820,828
15.................................. 142,166 3,221,125 3,243,276 4,324,391 6,206,599
20.................................. 142,166 4,935,897 3,667,483 5,683,606 9,122,371
30.................................. 142,166 9,917,614 3,820,800 8,149,682 20,936,381
40.................................. 0 16,606,869 1,500,000 8,694,145 50,528,856
</TABLE>

<TABLE>
<CAPTION>
END OF YEAR
INVESTMENT BASE AND END OF YEAR
NET CASH SURRENDER VALUE(3)(4) CASH VALUE(3)(5)
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
--------------------------------- ---------------------------------
CONTRACT YEAR 0% 6% 12% 0% 6% 12%
- ---------------------------------- -------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
1................................ 97,326 103,205 109,084 97,326 103,205 109,084
2................................ 228,449 248,396 269,044 228,449 248,396 269,044
3................................ 357,693 400,150 445,755 357,693 400,150 445,755
4................................ 485,046 558,726 640,938 485,046 558,726 640,938
5................................ 610,487 724,386 856,482 610,487 724,386 856,482
6................................ 734,014 897,424 1,094,498 734,014 897,424 1,094,498
7................................ 855,586 1,078,106 1,357,274 855,586 1,078,106 1,357,274
8................................ 975,171 1,266,719 1,647,351 975,171 1,266,719 1,647,351
9................................ 1,092,704 1,463,530 1,967,499 1,092,704 1,463,530 1,967,499
10................................ 1,208,166 1,668,863 2,320,828 1,208,166 1,668,863 2,320,828
15................................ 1,743,276 2,824,391 4,706,599 1,743,276 2,824,391 4,706,599
20................................ 2,167,483 4,183,606 7,622,371 2,167,483 4,183,606 7,622,371
30................................ 2,320,800 6,649,682 19,436,381 2,320,800 6,649,682 19,436,381
40................................ 0 7,194,145 49,028,856 0 7,194,145 49,028,856
</TABLE>

(1) Assumes no additional insurance rider face amount.
(2) All payments are illustrated as if made at the beginning of the contract
year.
(3) Assumes annual payments are made and no loans or withdrawals have been
taken.
(4) Investment base will equal net cash surrender value on each contract
anniversary. If the Contract is surrendered within 24 months after issue,
the contract owner will also receive any excess sales load previously
deducted.
(5) Cash value will equal investment base and net cash surrender value on each
contract anniversary if no loans have been taken.
(6) The payments shown may extend beyond the year in which the automatic
adjustment is made. At annual rates of return of 6% and 12% and current
mortality charges, the guarantee period reaches life of the younger insured
in contract years 26 and 15, respectively. Once a guarantee of life is
reached, no more payments would be accepted. Values shown at annual rates of
return of 0%, 6% and 12% do not reflect any payments shown after a guarantee
of life is reached.

40
<PAGE> 96

<TABLE>
<CAPTION>
END OF YEAR
DEATH BENEFIT(3)
TOTAL PAYMENTS ASSUMING HYPOTHETICAL GROSS
MADE PLUS ANNUAL RATE OF RETURN OF
INTEREST AT 5% AS ------------------------------------
CONTRACT YEAR PAYMENTS(2)(6) OF END OF YEAR 0% 6% 12%
- ---------------------------------------------- -------------- ----------------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
1............................................ 142,166 149,274 1,597,326 1,603,205 1,609,084
2............................................ 142,166 306,012 1,728,275 1,748,216 1,768,857
3............................................ 142,166 470,587 1,856,643 1,899,050 1,944,605
4............................................ 142,166 643,391 1,982,281 2,055,782 2,137,810
5............................................ 142,166 824,835 2,104,998 2,218,444 2,350,061
6............................................ 142,166 1,015,351 2,224,574 2,387,034 2,583,080
7............................................ 142,166 1,215,393 2,340,690 2,561,451 2,838,664
8............................................ 142,166 1,425,437 2,453,170 2,741,727 3,118,948
9............................................ 142,166 1,645,983 2,561,650 2,927,702 3,426,088
10............................................ 142,166 1,877,556 2,665,768 3,119,206 3,762,465
15............................................ 142,166 3,221,125 3,102,581 4,146,677 5,978,561
20............................................ 142,166 4,935,897 3,325,344 5,220,323 8,695,037
30............................................ 142,166 9,917,614 2,526,638 6,755,282 18,146,883
40............................................ 0 16,606,869 1,500,000 1,500,000 35,770,000
</TABLE>

<TABLE>
<CAPTION>
END OF YEAR
INVESTMENT BASE AND END OF YEAR
NET CASH SURRENDER VALUE(3)(4) CASH VALUE(3)(5)
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
------------------------------------ ------------------------------------
CONTRACT YEAR 0% 6% 12% 0% 6% 12%
- ---------------------------------------------- --------- --------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
1............................................ 97,326 103,205 109,084 97,326 103,205 109,084
2............................................ 228,275 248,216 268,857 228,275 248,216 268,857
3............................................ 356,643 399,050 444,605 356,643 399,050 444,605
4............................................ 482,281 555,782 637,810 482,281 555,782 637,810
5............................................ 604,998 718,444 850,061 604,998 718,444 850,061
6............................................ 724,574 887,034 1,083,080 724,574 887,034 1,083,080
7............................................ 840,690 1,061,451 1,338,664 840,690 1,061,451 1,338,664
8............................................ 953,170 1,241,727 1,618,948 953,170 1,241,727 1,618,948
9............................................ 1,061,650 1,427,702 1,926,088 1,061,650 1,427,702 1,926,088
10............................................ 1,165,768 1,619,206 2,262,465 1,165,768 1,619,206 2,262,465
15............................................ 1,602,581 2,646,677 4,478,561 1,602,581 2,646,677 4,478,561
20............................................ 1,825,344 3,720,323 7,195,037 1,825,344 3,720,323 7,195,037
30............................................ 1,026,638 5,255,282 16,646,883 1,026,638 5,255,282 16,646,883
40............................................ 0 0 34,270,000 0 0 34,270,000
</TABLE>

(1) Assumes no additional insurance rider face amount.
(2) All payments are illustrated as if made at the beginning of the contract
year.
(3) Assumes annual payments are made and no loans or withdrawals have been
taken.
(4) Investment base will equal net cash surrender value on each contract
anniversary. If the Contract is surrendered within 24 months after issue,
the contract owner will also receive any excess sales load previously
deducted.
(5) Cash value will equal investment base and net cash surrender value on each
contract anniversary if no loans have been taken.
(6) The payments shown may extend beyond the year in which the automatic
adjustment is made. At an annual rate of return of 12% and maximum mortality
charges, the guarantee period reaches life of the younger insured in
contract year 15. Once a guarantee of life is reached, no more payments
would be accepted. Values shown at annual rates of return of 0%, 6% and 12%
do not reflect any payments shown after a guarantee of life is reached.

41
<PAGE> 97

EXAMPLES

ADDITIONAL PAYMENTS

As of the processing date on or next following receipt and acceptance of an
additional payment, Merrill Lynch Life will increase the guarantee period if the
guarantee period prior to receipt and acceptance of an additional payment is
less than for the whole of life of the younger insured.

Merrill Lynch Life will determine the increase in the guarantee period by taking
the immediate increase in the cash value resulting from the additional payment
and adding to that interest at the annual rate of 5% for the period from the
date Merrill Lynch Life receives and accepts the payment to the contract
processing date on or next following such date. This is the guarantee adjustment
amount. The guarantee adjustment amount is added to the fixed base and the
resulting new fixed base is used to calculate a new guarantee period.

Example 1 shows the effect on the guarantee period of a $40,114 additional
payment received and accepted at the beginning of contract year ten. Example 2
shows the effect of a $80,228 additional payment received and accepted at the
beginning of contract year ten. Example 3 shows the effect of a $40,114
additional payment received and accepted at the beginning of contract year 11.
All three examples assume that death benefit option 1 has been elected, that
annual payments of $40,114 have been made up to the contract year reflected in
the example and that no other contract transactions have been made.

FEMALE ISSUE AGE 60/MALE ISSUE AGE 65
INITIAL PAYMENT PLUS ANNUAL PAYMENTS OF $40,114
FACE AMOUNT: $1.5 MILLION
INITIAL GUARANTEE PERIOD: 7.25 YEARS
DEATH BENEFIT OPTION: 1
BASED ON MAXIMUM MORTALITY CHARGES

<TABLE>
<CAPTION>
EXAMPLE 1
------------------------------------------
CONTRACT ADDITIONAL INCREASE IN
YEAR PAYMENT GUARANTEE PERIOD
-------- ---------- ----------------
<S> <C> <C> <C>
10 $40,114 1 year
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 2
------------------------------------------
CONTRACT ADDITIONAL INCREASE IN
YEAR PAYMENT GUARANTEE PERIOD
-------- ---------- ----------------
<S> <C> <C> <C>
10 $80,228 2 years
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 3
------------------------------------------
CONTRACT ADDITIONAL INCREASE IN
YEAR PAYMENT GUARANTEE PERIOD
-------- ---------- ----------------
<S> <C> <C> <C>
11 $40,114 .75 years
</TABLE>

42
<PAGE> 98

PARTIAL WITHDRAWALS

As of the processing date on or next following the effective date of a partial
withdrawal, Merrill Lynch Life calculates a new guarantee period. This is done
by taking the immediate decrease in cash value resulting from the partial
withdrawal and adding to that amount interest at an annual rate of 5% for the
period from the date of the withdrawal to the contract processing date on or
next following such date. This is the guarantee adjustment amount. The guarantee
adjustment amount is subtracted from the fixed base and the resulting new fixed
base is used to calculate a new guarantee period.

Examples 1 and 2 show the effect on the guarantee period of partial withdrawals
for $30,000 and $60,000 taken at the beginning of contract year sixteen. Example
3 shows the effect on the guarantee period of a $60,000 partial withdrawal taken
at the beginning of contract year eighteen. All three examples assume that death
benefit option 1 has been elected, that annual payments of $40,114 have been
made up to the contract year reflected in the example and that no other contract
transactions have been made.

FEMALE ISSUE AGE 60/MALE ISSUE AGE 65
INITIAL PAYMENT PLUS ANNUAL PAYMENTS OF $40,114
FACE AMOUNT: $1.5 MILLION
GUARANTEE PERIOD: 7.25 YEARS
DEATH BENEFIT OPTION: 1
BASED ON MAXIMUM MORTALITY CHARGES

<TABLE>
<CAPTION>
EXAMPLE 1
------------------------------------------
CONTRACT PARTIAL DECREASE IN
YEAR WITHDRAWAL GUARANTEE PERIOD
-------- ---------- ----------------
<S> <C> <C> <C>
16 $30,000 .25 years
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 2
------------------------------------------
CONTRACT PARTIAL DECREASE IN
YEAR WITHDRAWAL GUARANTEE PERIOD
-------- ---------- ----------------
<S> <C> <C> <C>
16 $60,000 .75 years
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 3
------------------------------------------
CONTRACT PARTIAL DECREASE IN
YEAR WITHDRAWAL GUARANTEE PERIOD
-------- ---------- ----------------
<S> <C> <C> <C>
18 $60,000 .75 years
</TABLE>

43
<PAGE> 99

CHANGING THE DEATH BENEFIT OPTION

On each contract anniversary beginning with the fifteenth, the contract owner
may change the death benefit option by switching from option 1 to option 2 or
from option 2 to option 1. Merrill Lynch Life will change the face amount of the
Contract in order to keep the death benefit constant on the effective date of
the change. Therefore, if the change is from option 1 to option 2, the face
amount of the Contract will be decreased by the cash value on the date of the
change. If the change is from option 2 to option 1, the face amount of the
Contract will be increased by the cash value on the date of the change.

EXAMPLE 1
------------------------------------------------------------
Before Option Change
Death Benefit under Option 1: $500,000
Face Amount: $500,000
Cash Value: $40,000

After Option Change
Death Benefit under Option 2: $500,000
Face Amount: $460,000
Cash Value: $40,000

EXAMPLE 2
------------------------------------------------------------
Before Option Change
Death Benefit under Option 2: $540,000
Face Amount: $500,000
Cash Value: $40,000

After Option Change
Death Benefit under Option 1: $540,000
Face Amount: $540,000
Cash Value: $40,000

44
<PAGE> 100

MORE ABOUT MERRLLL LYNCH LIFE INSURANCE COMPANY

DIRECTORS AND EXECUTIVE OFFICERS

Merrill Lynch Life's directors and executive officers and their positions with
the Company are as follows:

<TABLE>
<CAPTION>
NAME POSITION(S) WITH THE COMPANY
- ------------------------------ -------------------------------------
<S> <C>
Anthony J. Vespa Chairman of the Board, President, and
Chief Executive Officer
Joseph E. Crowne, Jr. Director, Senior Vice President,
Chief Financial Officer, Chief
Actuary, and Treasurer
Barry G. Skolnick Director, Senior Vice President,
General Counsel, and Secretary
David M. Dunford Director, Senior Vice President, and
Chief Investment Officer
Gail R. Farkas Director and Senior Vice President
John C.R. Hele Director and Senior Vice President
Robert J. Boucher Senior Vice President, Variable Life
Administration
</TABLE>

Mr. Crowne joined Merrill Lynch Life in June 1991. From January 1989 to May
1991, he was a Principal with Coopers & Lybrand.

Mr. Hele joined Merrill Lynch Life in December 1990. He joined Merrill Lynch,
Pierce, Fenner & Smith Incorporated in August 1988.

Mr. Boucher joined Merrill Lynch Life in May 1992. Prior to May 1992, he held
the position of Vice President of Monarch Financial Services, Inc. (formerly
Monarch Resources, Inc.).

45
<PAGE> 101

SERVICES ARRANGEMENT

STATE REGULATION

LEGAL PROCEEDINGS

EXPERTS

LEGAL MATTERS

46
<PAGE> 102

REGISTRATION STATEMENTS

FINANCIAL STATEMENTS

47
<PAGE> 103

PART II. OTHER INFORMATION

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

RULE 484 UNDERTAKING

The Insurance Company's By-Laws provide, in Article VI, Section 1, 2, 3 and
4, as follows:

Section 1. Actions Other Than by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that he
is or was a director, officer or employee of the Corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

Section 2. Actions by or in the Right of the Corporation. The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer or employee of the Corporation, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the Court in which such action or suit was brough shall
determined upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other Court shall deem proper.

Section 3. Right to Indemnification. To the extent that a director,
officer of employee of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections 1
and 2 of this Article, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorney's fees) actually and
reasonably incurred by him in connection therewith.

Section 4. Determination of Right to Indemnification. Any indemnification
under Sections 1 and 2 of this Article (unless ordered by a Court) shall be made
by the Corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, or employee is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 and 2 of this Article. Such determination shall be made (i) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (ii) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

II-1
<PAGE> 104

Any persons serving as an officer, director or trustee of a corporation,
trust, or other enterprise, including the Registrant, at the request of Merrill
Lynch are entitled to indemnification from Merrill Lynch, to the fullest extent
authorized or permitted by law, for liabilities with respect to actions taken or
omitted by such persons in any capacity in which such persons serve Merrill
Lynch or such other corporation, trust, or other enterprise. Any action
initiated by any such person for which indemnification is provided shall be
approved by the Board of Directors of Merrill Lynch prior to such initiation.

DIRECTORS' AND OFFICERS' INSURANCE

Merrill Lynch has purchased from Corporate Officers' and Directors'
Assurance Company directors' and officers' liability insurance policies which
cover, in addition to the Indemnification described above, liabilities for which
indemnification is not provided under the By-Laws. The Company will pay an
allocable portion of the insurance premium paid by Merrill Lynch with respect to
such insurance policies.

ARKANSAS BUSINESS CORPORATION LAW

In addition, Section 4-26-814 of the Arkansas Business Corporation Law
generally provides that a corporation has the power to indemnify a director or
officer of the corporation, or a person serving at the request of the
corporation as a director or officer of another corporation or other enterprise
against any judgments, amounts paid in settlement, and reasonably incurred
expenses in a civil or criminal action or proceeding if the director or officer
acted in good faith in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation (or, in the case of a criminal
action or proceeding, if he or she in addition had no reasonable cause to
believe that his or her conduct was unlawful).

Insofar as indemnification for liability arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant 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.

REPRESENTATIONS PURSUANT TO RULE 6E-3(T)

This filing is made pursuant to Rule 6e-3(T) under the Investment Company
Act of 1940.

Registrant elects to be governed by Rule 6e-3(T)(b)(13)(i)(A) under the
Investment Company Act of 1940 with respect to the policies described in the
Prospectus.

Registrant makes the following representations:

(1) Section 6e-3(T)(b)(13)(iii)(F) has been relied upon.

(2) The level of the mortality and expense risk and guaranteed
benefits risk charge is within the range of industry practice for
comparable flexible or scheduled contracts.

(3) Registrant has concluded that there is a reasonable likelihood
that the distribution financing arrangement of the Separate Account will
benefit the separate account and policyowners and will keep

II-2
<PAGE> 105

and make available to the Commission on request a memorandum setting forth
the basis for this representation.

(4) The Separate Account will invest only in management investment
companies which have undertaken to have a board of directors, a majority of
whom are not interested persons of the company, formulate and approve any
plan under Rule 12b-1 to finance distribution expenses.

The methodology used to support the representation made in paragraph (2)
above is based on an analysis of the mortality and expense risk and guaranteed
benefits risk charge contained in other variable life insurance contracts.
Registrant undertakes to keep and make available to the Commission on request
the documents used to support the representation in paragraph (2) above.

II-3
<PAGE> 106

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents :

The facing sheet.

Two Prospectuses consisting of and pages, respectively.

Undertaking to file reports.
Rule 484 Undertaking.
Representations Pursuant to Rule 6e-3(T).
The signatures.
Written Consents of the Following Persons:
(a) Barry G. Skolnick, Esq.
(b) Joseph E. Crowne, F.S.A.
(c) Sutherland, Asbill & Brennan
(d) Deloitte & Touche LLP, Independent Auditors

The following exhibits:

<TABLE>
<S> <C> <C> <C>
1. A. (1) Resolution of the Board of Directors of Merrill Lynch Life Insurance Company establishing the
Separate Account (Incorporated by Reference to Registrant's Form S-6 Registration No. 33-41830
Filed July 24, 1991)
(2) Not applicable
(3)(a) Distribution Agreement between Merrill Lynch Life Insurance Company and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (Incorporated by Reference to Registrant's Pre-Effective Amendment
No. 1 to Form S-6 Registration No. 33-55472 Filed April 26, 1993)
(b) Amended Sales Agreement between Merrill Lynch Life Insurance Company and Merrill Lynch Life
Agency Inc. (Incorporated by Reference to Registrant's Pre-Effective Amendment No. 1 to Form S-6
Registration No. 33-55472 Filed April 26, 1993)
(c) Schedules of Sales Commissions (Incorporated by Reference to Registrant's Pre-Effective
Amendment No. 1 to Form S-6 Registration No. 33-55472 Filed April 26, 1993)
(d) Indemnity Agreement between Merrill Lynch Life Insurance Company and Merrill Lynch Life Agency,
Inc. (Incorporated by Reference to Registrant's Pre-Effective Amendment No. 1 to Form S-6
Registration No. 33-55472 Filed April 26, 1993)
(4) Undertaking of Merrill Lynch Life Insurance Company pursuant to Rule 27d-2 (To be filed by
amendment)
(5)(a) (1) Flexible Premium Joint and Last Survivor Variable Universal Life Insurance Policy (Incorporated
by Reference to Registrant's Form S-6 Registration No. 33-55472 Filed December 7, 1992)
(5)(a) (2) Flexible Premium Joint and Last Survivor Variable Universal Life Insurance Policy (Incorporated
by Reference to Registrant's Post-Effective Amendment No. 4 to Form S-6 Registration No.
33-55472 Filed December 9, 1994)
(b) (1) Backdating Endorsement (Incorporated by Reference to Registrant's Form S-6 Registration No.
33-55472 Filed December 7, 1992)
(2)(a) Additional Insurance Rider for Flexible Premium Joint and Last Survivor Variable Universal Life
Insurance Policy (Incorporated by Reference to Registrant's Form S-6 Registration No. 33-55472
Filed December 7, 1992)
(2)(b) Additional Insurance Rider for Flexible Premium Joint and Last Survivor Variable Universal Life
Insurance Policy (Incorporated by Reference to Registrant's Post-Effective Amendment No. 4 to
Form S-6 Registration No. 33-55472 Filed December 9, 1994)
(3) Policy Split Rider for Flexible Premium Joint and Last Survivor Variable Universal Life
Insurance Policy (Incorporated by Reference to Registrant's Form S-6 Registration No. 33-55472
Filed December 7, 1992)
(4) Endorsement for Guaranteed Interest Division for Flexible Premium Joint and Last Survivor
Variable Universal Life Insurance Policy (Incorporated by Reference to Registrant's Form S-6
Registration No. 33-55472 Filed December 7, 1992)
(5) Endorsement for Flexible Premium Joint and Last Survivor Variable Universal Life Insurance
Policy (Incorporated by Reference to Registrant's Post-Effective Amendment No. 4 to Form S-6
Registration No. 33-55472 Filed December 9, 1994)
(6) Accelerated Benefit Rider (Incorporated by Reference to Registrant's Post-Effective Amendment
No. 4 to Form S-6 Registration No. 33-55472 Filed December 9, 1994)
(7) Policy Endorsement (Form No. VULDEC)
(6)(a) Articles of Amendment, Restatement, and Redomestication of the Articles of Incorporation of
Merrill Lynch Life Insurance Company (Incorporated by Reference to Registrant's Pre-Effective
Amendment No. 1 to Form S-6 Registration No. 33-41830 Filed April 16, 1992)
(b) Amended and Restated By-Laws of Merrill Lynch Life Insurance Company (Incorporated by Reference
to Registrant's Pre-Effective Amendment No. 1 to Form S-6 Registration No. 33-41830 Filed April
16, 1992)
(7) Not applicable
</TABLE>

II-4
<PAGE> 107

<TABLE>
<S> <C> <C> <C>
(8)(a) Agreement between Merrill Lynch Life Insurance Company and Merrill Lynch Series Fund, Inc.
(Incorporated by Reference to Registrant's Pre-Effective Amendment No. 1 to Form S-6
Registration No. 33-55472 Filed April 26, 1993)
(b) Agreement between Merrill Lynch Life Insurance Company and Merrill Lynch Funds Distributor, Inc.
(Incorporated by Reference to Registrant's Pre-Effective Amendment No. 1 to Form S-6
Registration No. 33-55472 Filed April 26, 1993)
(c) Agreement between Merrill Lynch Life Insurance Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (Incorporated by Reference to Registrant's Pre-Effective Amendment No. 1 to Form
S-6 Registration No. 33-55472 Filed April 26, 1993)
(d) Participation Agreement among Merrill Lynch Life Insurance Company, ML Life Insurance Company of
New York and Monarch Life Insurance Company (Incorporated by Reference to Registrant's
Post-Effective Amendment No. 3 to Form S-6 Registration No. 33-55472 Filed April 27, 1994)
(e) Management Agreement between Merrill Lynch Life Insurance Company and Merrill Lynch Asset
Management, Inc. (Incorporated by Reference to Registrant's Pre-Effective Amendment No. 1 to
Form S-6 Registration No. 33-55472 Filed April 26, 1993)
(f) Form of Participation Agreement among Merrill Lynch Life Insurance Company, ML Life Insurance
Company of New York and Family Life Insurance Company (Incorporated by Reference to Registrant's
Post-Effective Amendment No. 3 to Form S-6 Registration No. 33-55472 Filed April 27, 1994)
(9) Service Agreement among Merrill Lynch Insurance Group, Inc., Family Life Insurance Company and
Merrill Lynch Life Insurance Company (Incorporated by Reference to Registrant's Pre-Effective
Amendment No. 1 to Form S-6 Registration No. 33-41830 Filed April 16, 1992)
(10)(a) (1) Variable Life Insurance Application (Incorporated by Reference to Registrant's Form S-6
Registration No. 33-55472 Filed December 7, 1992)
(10)(a) (2) Variable Life Insurance Application (Incorporated by Reference to Registrant's Post-Effective
Amendment No. 4 to Form S-6 Registration No. 33-55472 Filed December 9, 1994)
(b) Application for Reinstatement (Incorporated by Reference to Registrant's Form S-6 Registration
No. 33-55472 Filed December 7, 1992)
(c) Variable Life Insurance Application, Part 1 (Form No. A1016 New 3/95) (Incorporated by Reference
to Registrant's Post-Effective Amendment No. 5 to Form S-6 Registration No. 33-55472 Filed April
28, 1995)
(d) Variable Life Insurance Application, Part 2 (Form No. A1011 Revised 10/94) (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 5 to Form S-6 Registration No. 33-55472
Filed April 28, 1995)
(e) Temporary Insurance Agreement (Form No. A1010 Revised 6/94) (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 5 to Form S-6 Registration No. 33-55472 Filed April
28, 1995)
(11)(a) Memorandum describing Merrill Lynch Life Insurance Company's Issuance, Transfer and Redemption
Procedures (Incorporated by Reference to Registrant's Post-Effective Amendment No. 2 to Form S-6
Registration No. 33-55472 Filed March 1, 1994)
(11)(b) Amended and restated memorandum describing Merrill Lynch Life Insurance Company's Issuance,
Transfer and Redemption Procedures (Incorporated by Reference to Registrant's Post-Effective
Amendment No. 4 to Form S-6 Registration No. 33-55472 Filed December 9, 1994)
(11)(c) Amended and restated memorandum describing Merrill Lynch Life Insurance Company's Issuance,
Transfer and Redemption Procedures
2. See Exhibit 1.A.(5)
3. Opinion and Consent of Barry G. Skolnick, Esq. as to the legality of the securities being
registered (To be filed by amendment)
4. Not applicable
5. Not applicable
6. Opinion and Consent of Joseph E. Crowne, F.S.A. as to actuarial matters pertaining to the
securities being registered (To be filed by amendment)
7. (a) Power of Attorney of Joseph E. Crowne (Incorporated by Reference to Registrant's Post-Effective
Amendment No. 2 to Form S-6 Registration No. 33-55472 Filed March 1, 1994)
(b) Power of Attorney of David E. Dunford (Incorporated by Reference to Registrant's Post-Effective
Amendment No. 2 to Form S-6 Registration No. 33-55472 Filed March 1, 1994)
(c) Power of Attorney of Gail R. Farkas
(d) Power of Attorney of John C.R. Hele (Incorporated by Reference to Registrant's Post-Effective
Amendment No. 2 to Form S-6 Registration No. 33-55472 Filed March 1, 1994)
(e) Power of Attorney of Allen N. Jones (Incorporated by Reference to Registrant's Post-Effective
Amendment No. 2 to Form S-6 Registration No. 33-55472 Filed March 1, 1994)
(f) Power of Attorney of Barry G. Skolnick (Incorporated by Reference to Registrant's Post-Effective
Amendment No. 2 to Form S-6 Registration No. 33-55472 Filed March 1, 1994)
(g) Power of Attorney of Anthony J. Vespa (Incorporated by Reference to Registrant's Post-Effective
Amendment No. 2 to Form S-6 Registration No. 33-55472 Filed March 1, 1994)
</TABLE>

II-5
<PAGE> 108

<TABLE>
<S> <C> <C> <C>
8. (a) Written Consent of Barry G. Skolnick, Esq. (See Exhibit 3)
(b) Written Consent of Joseph E. Crowne, F.S.A. (See Exhibit 6)
(c) Written Consent of Sutherland, Asbill & Brennan (To be filed by amendment)
(d) Written Consent of Deloitte & Touche LLP, Independent Auditors (To be filed by amendment)
</TABLE>

II-6
<PAGE> 109

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT NO. 6 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED, AND ITS SEAL TO BE HEREUNTO AFFIXED AND
ATTESTED, ALL IN THE CITY OF PLAINSBORO AND THE STATE OF NEW JERSEY, ON THE 28TH
DAY OF FEBRUARY 1996.

MERRILL LYNCH VARIABLE LIFE SEPARATE ACCOUNT
(Registrant)

BY: MERRILL LYNCH LIFE INSURANCE COMPANY
(Depositor)

<TABLE>
<S> <C>
Attest: /s/ EDWARD W. DIFFIN, JR. By: /s/ BARRY G. SKOLNICK
--------------------------------- ----------------------------
Edward W. Diffin, Jr. Barry G. Skolnick
Vice President Senior Vice President
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 6 to the Registration Statement has been signed below by the
following persons in the capacities indicated on February 28, 1996.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ---------------------------------------------
<S> <C>
* Chairman of the Board, President, and Chief
- --------------------------------------------- Executive Officer
Anthony J. Vespa

* Director, Senior Vice President, Chief
- --------------------------------------------- Financial Officer, Chief Actuary, and
Joseph E. Crowne Treasurer

* Director, Senior Vice President, and Chief
- --------------------------------------------- Investment Officer
David M. Dunford

* Director and Senior Vice President
- ---------------------------------------------
Gail R. Farkas

* Director and Senior Vice President
- ---------------------------------------------
John C.R. Hele

*By: /s/ BARRY G. SKOLNICK In his own capacity as Director, Senior Vice
----------------------------------------- President, and General Counsel and as
Barry G. Skolnick Attorney-in-Fact
</TABLE>

II-7
<PAGE> 110

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
- ------------------- ----------------------------------------------------------------------------------- ------------
<S> <C> <C> <C> <C>
1. A. (5) b)(7) Policy Endorsement (Form No. VULDEC)
1. A. (11)(c) Amended and restated memorandum describing Merrill Lynch Life Insurance Company's
Issuance, Transfer and Redemption Procedures
7. (c) Power of Attorney of Gail R. Farkas
</TABLE>

<PAGE> 1

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

[MERRILL
LYNCH LOGO] MERRILL LYNCH LIFE INSURANCE COMPANY Little Rock,
Arkansas
---------------------------------------------------------------

ENDORSEMENT
- -------------------------------------------------------------------------------
This endorsement adds or modifies certain provisions of the basic policy. It
controls over any contrary provisions of the policy.
- -------------------------------------------------------------------------------

The following provision is added to the
policy:

Decreasing The The owner may elect to decrease the face
Face Amount amount provided that neither insured has
attained age 86. The minimum change in the
face amount is $100,000. Beginning in
policy year four (4) provided that two base
premiums have been paid, one such change
may be requested each policy year. To
request a change in face amount, you must
provide satisfactory notice to us. The
effective date of change will be the policy
anniversary date next following approval of
the change. As of the effective date of
change, the guarantee period will be
recalculated as follows:

(1) We take the fixed base described in
the policy as of such date.

(2) Based on the policy year, the face
amount of the policy, plus any additional
insurance coverage provided by a rider, and
the amount in (1), we will redetermine the
guarantee period.

We will not allow a decrease in the face
amount:

-If it would result in a face amount of
less than $250,000;
-If the resulting guarantee period will
extend beyond the younger insured's attained
age 100; or
-Below the face amount required to keep the
policy qualified as life insurance under
federal income tax laws as interpreted by
us.

If the change will cause this policy to
become a modified endowment contract under
federal income tax laws as interpreted by
us, we will require your consent.

MERRILL LYNCH LIFE INSURANCE COMPANY

/s/ Barry G. Skolnick /s/ Anthony J. Vespa
Secretary President

VULDEC

<PAGE> 1

Description of Merrill Lynch Life Insurance Company's
Issuance, Transfer and Redemption Procedures
for Contracts Pursuant to
Rule 6e-3(T)(b)(12)(iii)

This document sets forth the administrative procedures that will be
followed by Merrill Lynch Life Insurance Company ("Merrill Lynch Life") in
connection with the issuance of certain of its flexible premium joint and last
survivor variable universal life insurance contracts ("Contracts") issued
through Merrill Lynch Variable Life Separate Account ("Separate Account"), the
transfer of assets held under the Contracts, and the redemption by owners of
their interests in said Contracts.

Procedures Relating to Issuance and Purchase of the Contracts

A. Term Cost Structure, Payments and Underwriting Standards

The term cost charges for Merrill Lynch Life's Contract will not be
the same for all Contract owners. Insurance is based on the principle of
pooling and distribution of mortality risks which assumes that each owner is
charged a cost of insurance commensurate with the joint insureds' mortality
risk as actuarially determined, reflecting factors such as age, sex, health,
and occupation. A uniform term cost for all joint insureds would discriminate
unfairly in favor of those joint insureds representing greater risks. Although
there will be no uniform term costs for each insured, for a given face amount
and guarantee period there will be a uniform term cost schedule for each
insured of the same issue age, sex and underwriting classification. Similarly,
the face

<PAGE> 2
amount that a Contract owner can purchase with an initial payment will also
vary to reflect factors similar to those that affect term cost charges. The
Contract is a joint and last survivor variable universal life insurance
contract providing coverage on two insureds named under the Contract and
payable upon the death of the last surviving insured. The Contract offers two
death benefit options. At the election of the owner, the death benefit may
include the Contract's cash value. Contract owners may reduce the Contract's
face amount under certain conditions. Contract owners may purchase additional
insurance through an additional insurance rider, the amount of which may be
increased or decreased subject to certain conditions.

The Contract provides for life insurance coverage which is guaranteed
to remain in force for the "guarantee period." Each payment will extend the
guarantee period until such time as the guarantee period extends until the
younger insured's attained age 100. The Contract will not be cancelled during
the guarantee period unless the debt exceeds certain Contract values. After
the guarantee period, the Contract will remain in force as long as there is not
excessive debt and as long as the Contract's cash value is sufficient to cover
the charges due.

The owner may select the face amount, within limits. These limits are
based in part on the initial payment. The minimum initial face amount is
$250,000 or that face which generates a $4,000 base premium, if larger. The
base premium is the amount equal to the level annual premium which would be
necessary for the

- 2 -
<PAGE> 3
face amount of the Contract to endow at the younger insured's age 100, assuming
a maximum cost of insurance charge and a 5% annual rate of return on the base
premium less Contract loading, and further assuming death benefit option 1 is
elected.

The maximum face amount that may be specified for a given initial
payment is the amount which will provide an initial guarantee period of at
least three months. For a given initial payment and face amount, the guarantee
period is based on the guaranteed maximum cost of insurance rates in the
Contract, guaranteed maximum rider costs (if an additional insurance rider is
elected), the Contract loading, and a 4.5% interest assumption. Thus, for a
given initial payment and face amount, different joint insureds will have
different guarantee periods depending on each insured's age, sex and
underwriting class.

The Contract will be offered and sold pursuant to an established
mortality structure and underwriting standards in accordance with state
insurance laws. Where state insurance laws prohibit the use of actuarial
tables that distinguish between men and women in determining premiums and
Contract benefits for their insured residents, Merrill Lynch Life will comply.
In addition, the payment to be made by an owner will be specified in the
Contract.

B. Application and Payment Processing

When a completed application is received, Merrill Lynch Life will
follow certain insurance underwriting (i.e., evaluation of risks) procedures
designed to determine whether the proposed

- 3 -
<PAGE> 4
insureds are insurable. This process may require that further information be
provided by the proposed insureds before a determination can be made. Once
underwriting approval is received and a payment has been made, a Contract is
issued.

The date on which a Contract is issued is referred to as the issue
date. The issue date represents the commencement of the suicide and
contestable periods for purposes of the Contract. The initial payment will be
credited to the Separate Account and the investment base will begin to vary
with investment experience on the business day next following receipt of the
initial payment at Merrill Lynch Life's Variable Life Service Center (the
"Service Center"), which is generally the Contract date. Merrill Lynch Life
may, however, provide temporary life insurance coverage, the death benefit of
which shall not exceed $300,000, until coverage begins under the Contract,
provided the payment has been made.

The Contract date is the date used to determine processing dates,
Contract years and anniversaries. Processing dates are the Contract date and
the first day of each Contract quarter thereafter. Processing dates are the
days when Merrill Lynch Life deducts certain charges from a Contract's
investment base. As provided for under state insurance law, the owner, to
preserve insurance age, may be permitted to backdate the Contract. In no case
may the Contract date be more than six months prior to the date the application
was executed. Charges for cost of insurance and rider costs for the backdated
period are deducted on the Contract date.

- 4 -
<PAGE> 5
The in force date is the date when the underwriting is complete, the
initial payment is received and outstanding Contract amendments, if any, are
received.

If an age or sex given in the application is wrong, the face amount or
any other Contract benefit may also be wrong. Merrill Lynch Life will pay the
benefit that any payment would have bought at the correct age or sex.

C. Allocation of Investment Base

The investment base is the amount available under the Contract in the
Separate Account at any time. A Contract owner's investment base is the sum of
the amounts invested in each of the selected investment divisions.

Through the first 14 days following the in force date, the initial
payment less Contract loading will be invested only in the division investing
in the Money Reserve Portfolio. Thereafter, the investment base will be
reallocated to the investment divisions selected by the Contract owner on the
application for the Contract.

D. Additional Payments

An owner may make additional payments subject to Merrill Lynch Life's
rules. On the date Merrill Lynch Life receives and accepts an additional
payment, it will (1) increase the investment base by the amount of such payment
less Contract loading applicable to the payment; (2) increase the fixed base by
the amount of such payment less Contract loading applicable to the payment; and
(3) reflect the payment in the calculation of the variable insurance amount.
An owner may designate the investment divisions to which the

- 5 -
<PAGE> 6
additional payment should be allocated. Otherwise the payment will be
allocated in proportion to the investment base in each division as of the date
Merrill Lynch Life receives and accepts the payment. As of the processing date
on or next following the date Merrill Lynch Life receives and accepts the
additional payment, Merrill Lynch Life will increase the guarantee period if
the guarantee period prior to the receipt and acceptance of an additional
payment does not extend beyond the younger insured's attained age 100. Any
amount in excess of that required to extend the guarantee period until the
younger insured's attained age 100 and any portion of any additional payment
that would cause the Contract to fail to qualify as life insurance under
federal tax law will be returned to the Contract owner. If acceptance of any
portion of the payment would cause a Contract which is not a modified endowment
contract to become a modified endowment contract, to the extent feasible
Merrill Lynch Life will not accept that portion of the payment unless the
Contract owner confirms in writing his or her intent to convert the Contract to
a modified endowment contract. Merrill Lynch Life may return that portion of
the payment pending receipt of instructions from the Contract owner.

If any excess sales load has been applied to keep the Contract in
force, any additional payment less Contract loading will first be applied to
repay such excess sales load. Next, unless specified otherwise, if there is any
debt, any payment will be applied as a loan repayment, with any excess applied
as an additional payment.

E. Grace Period

- 6 -
<PAGE> 7
After the end of the guarantee period, a Contract may be cancelled by
Merrill Lynch Life if the cash value plus certain excess sales load on a
processing date is insufficient to cover charges due on that date. The
Contract, however, provides for a 61-day grace period. The grace period will
end 61 days after Merrill Lynch Life mails a notice to the owner stating that
the Contract will be terminated.

The Contract will lapse at the end of the grace period unless Merrill
Lynch Life has received payment of an amount which, after deducting Contract
loading, equals at least three times the charges that were due (and not
deducted) on the processing date when the cash value was determined to be
insufficient plus any excess sales load previously applied to keep the Contract
in force. At that time, Merrill Lynch Life will deduct any charges applicable
to the grace period. The amount due at the beginning of the grace period will
be shown on the notice sent to the owner.

During the grace period the death benefit proceeds will equal the
death benefit in effect immediately prior to the grace period, reduced by any
overdue charges.

F. Reinstatement

A Contract that is cancelled by Merrill Lynch Life may be reinstated
prior to the younger insured's attained age 100 and while both insureds are
still living. The Contract will be reinstated if, within three years after the
end of the grace period, Merrill Lynch Life receives from the Contract's owner,
(a) an application to reinstate the Contract, (b) satisfactory evidence

- 7 -
<PAGE> 8
of the insureds' insurability; and (c) a reinstatement payment. The
reinstatement payment is the minimum payment for which Merrill Lynch Life would
then issue a contract for the minimum guarantee period with the same face
amount as the original Contract, based on the insureds' attained ages and
underwriting classes as of the effective date of the reinstated Contract.

The reinstated Contract will be effective on the processing date on or
next following the date Merrill Lynch Life approves the reinstatement
application.

G. Repayment of Loan

A loan or any part of a loan under a Contract may be repaid while
either insured is living and the Contract is in force. Upon repayment of a
loan, a transfer will be made from Merrill Lynch Life's general account to the
Separate Account in an amount equal to the amount repaid. An owner may
designate the investment division to which the repayment will be made.
Otherwise the repayment will be allocated in proportion to the investment base
in each division as of the date of the repayment.

If any excess sales load has been used to keep the Contract in force,
any loan repayment will first be applied to repay such excess sales load.

H. Additional Insurance Rider

The Contract owner may purchase additional insurance coverage through
an additional insurance rider when the Contract is purchased. Thereafter, the
rider can be added as long as an application is completed, satisfactory
evidence of insurability for

- 8 -
<PAGE> 9
both insureds is provided, and neither insured has attained the age of 86. The
effective date of the change will be the Contract anniversary next following
underwriting approval of the change. The minimum additional insurance rider
face amount is $100,000. Under Merrill Lynch Life's current procedures, the
maximum additional insurance rider face amount at the time the Contract is
purchased is three times the face amount of the Contract. A cost of insurance
charge for the rider ("rider charge") will be deducted from the Contract's
investment base on each processing date. The rider charge will be based on the
same cost of insurance rates as the Contract.

Beginning in Contract year 2, the additional insurance rider face
amount may be increased (subject to evidence of insurability of both insureds)
or decreased once each year; however, any change in the additional insurance
rider face amount must be at least $100,000. The effective date of the change
will be the Contract anniversary next following underwriting approval of the
change. As of the effective date of the increase or decrease, Merrill Lynch
Life uses the existing fixed base and the face amount of the Contract plus the
new additional insurance rider face amount to calculate a new guarantee period.

Any additional insurance rider coverage terminates on the earlier of
the date the Contract terminates or lapses or at the younger insured's attained
age 100.

II. Transfers Among Investment Divisions

The Separate Account currently has 34 investment divisions;

- 9 -
<PAGE> 10
ten invest in corresponding portfolios of the Merrill Lynch Series Fund, Inc.
("Series Fund"); seven invest in shares of a specific portfolio of the Merrill
Lynch Variable Series Funds, Inc. (the "Variable Series Funds"); and 17 invest
in The Merrill Lynch Fund of Stripped ("Zero") U.S. Treasury Securities ("Zero
Trusts"). The Series Fund and the Variable Series Funds are each registered
under the Investment Company Act of 1940 as an open-end, investment company.
The Zero Trusts are registered under the Investment Company Act of 1940 as unit
investment trusts. Investment divisions may be added or deleted in the future.
Currently the owner may transfer among the investment divisions as often as he
or she chooses. Merrill Lynch Life reserves the right to charge up to $25.00
for each change in excess of six each year.

III. Redemption Procedures; Surrender and Related Transactions

A. Surrender for Net Cash Surrender Value

An owner of a Contract may surrender the Contract for its net
cash surrender value at any time while the last surviving insured is living.
The surrender is effective on the date the owner transmits the written request
in a form satisfactory to Merrill Lynch Life. Merrill Lynch Life will pay the
net cash surrender value based on the next computed value after the request is
received at the Service Center in a form satisfactory to Merrill Lynch Life.
The net cash surrender value will usually be paid within seven days after
receipt of the request for surrender at Merrill Lynch Life's Service Center.

The net cash surrender value equals the cash value less debt.

- 10 -
<PAGE> 11
The cash value equals the investment base plus any unearned charges for cost of
insurance and rider costs plus any debt less any accrued net loan cost since
the last Contract anniversary (or since the Contract date during the first
Contract year).

Merrill Lynch Life will make the payment of the net cash surrender
value out of its general account and, at the same time, transfer assets from
the Separate Account to its general account in an amount equal to the
investment base (applicable to the Contract) held in the Separate Account.

In lieu of receiving the net cash surrender value in a single sum upon
surrender of a Contract, the owner may elect to apply the net cash surrender
value to one or more of the Income Plans described in the Contract. The Income
Plans are subject to the restrictions and limitations set forth in the
Contract.

If the Contract is surrendered during the first 24 months after the
issue date, any sales load previously deducted from the first two base premiums
in excess of 30% of the first base premium and 10% of the second base premium
will be refunded, except any excess sales load previously applied to keep the
Contract in force.

B. Death Claims

Merrill Lynch Life will usually pay the death benefit proceeds to the
beneficiary within seven days after receipt at its Service Center of due proof
of death of the last surviving insured and all other requirements necessary to
make payment.

The death benefit payable depends on the death benefit option in
effect on the date of death. Under option 1, the death benefit

- 11 -
<PAGE> 12
prior to the younger insured's attained age 100 is equal to the larger of the
face amount or the variable insurance amount. Under option 2, the death
benefit prior to the younger insured's attained age 100 is equal to the larger
of the face amount plus the cash value or the variable insurance amount. Under
option 1, at and after the younger insured's attained age 100, the death
benefit equals the greater of the cash value as of the date of death, or the
adjusted face amount. The adjusted face amount equals the lesser of (1) the
face amount at the younger insured's attained age 100, and (2) the cash value
as of the date of death plus the net amount at risk at the younger insured's
attained age 100. The net amount at risk at the younger insured's attained age
100 equals the face amount at the younger insured's attained age 100 less the
cash value at that time. Under option 2, at and after the younger insured's
attained age 100, the death benefit is equal to the face amount at the younger
insured's attained age 100 plus the cash value as of the date of death.
Subject to certain conditions, Contract owners may change the death benefit
option and reduce the face amount. To determine the death benefit proceeds,
Merrill Lynch Life will subtract from the death benefit any debt and add to the
death benefit any rider benefits payable. Where required by law, the amount
payable also reflects interest from the date of death to the date of payment.

If certain conditions are met, the Contract owner may reduce the face amount
once each Contract year. The effective date of the change will be the Contract
anniversary next following approval of the change. The

- 12 -
<PAGE> 13
minimum amount for each face amount reduction is $100,000. A reduction in face
amount will not be permitted if it would result in a face amount of less than
$250,000 or if the resulting guarantee period would extend beyond the younger
insured's attained age 100. Merrill Lynch Life will not effect a requested
face amount reduction to the extent that, after the reduction, the Contract
would not qualify as life insurance under federal tax laws as interpreted by
Merrill Lynch Life. As of the effective date of a reduction in face amount,
Merrill Lynch Life calculates a new guarantee period using the new face amount
(plus the additional insurance rider face amount) and the fixed base on that
date. A reduction in face amount may cause a Contract which is not a modified
endowment contract to become a modified endowment contract. In such a case,
Merrill Lynch Life will not process the reduction until the Contract owner
confirms in writing his or her intent to convert the Contract to a modified
endowment contract.

Merrill Lynch Life will determine the variable insurance amount daily
to take into account the investment experience of the designated investment
divisions. The variable insurance amount is determined by calculating the cash
value (plus any excess sales load during the first 24 months after the Contract
is issued) and multiplying it by the cash value corridor factor for the younger
insured at his or her attained age.

The death benefit will never be less than the amount required to keep
the Contract qualified as life insurance under Federal income tax laws.

- 13 -
<PAGE> 14
Merrill Lynch Life will make payment of the death benefit proceeds out
of its general account and, at the same time, will transfer the investment base
(applicable to the Contract) out of the Separate Account to the general
account. In lieu of payment of the death benefit in a single sum, one or more
Income Plans may be elected as described in the Contract.

C. Contract Loan

The owner may borrow an amount equal to the difference between the
loan value and debt. The loan value of the Contract equals 90% of a Contract's
cash value. Preferred loans are available beginning on the later of the tenth
Contract anniversary or the younger insured's attained age 55. Once available,
the preferred loan value is calculated on each Contract anniversary. The
preferred loan value for the Contract year is equal to 12% of the cash value
less existing debt. This amount is available each Contract year and is applied
first to convert any existing debt to preferred loan status and then is
available for new loans. Payment of the loan from Merrill Lynch Life's general
account will usually be made to the owner within seven days of receipt of the
request. Interest accrues daily at a maximum effective rate of 6.0% annually.
The smallest loan will be for $1,000. When a loan is taken out, a portion of
the investment base equal to the loan is transferred from the Separate Account
to Merrill Lynch Life's general account. Unless designated otherwise by the
owner, a loan will be allocated among the investment divisions of the Separate
Account based upon the investment base in each division as of the date the loan
is

- 14 -
<PAGE> 15
made. The amount maintained in the general account will not be credited with
the return earned by the Separate Account during the period the loan is
outstanding. Instead, interest will be credited daily at a minimum effective
rate of 4% annually. The amount maintained in the general account for
preferred loans will earn interest at an annual rate equal to the annual loan
interest charged on such amount. Therefore, taking a loan will have a
permanent effect on a Contract's cash value and may have a permanent effect on
the death benefit whether or not repaid in whole or in part.

If on a processing date the debt exceeds the larger of (1) the cash
value plus certain excess sales load and less charges due on that date and (2)
the fixed base, Merrill Lynch Life will cancel the Contract 61 days after a
notice of intent to terminate the Contract is mailed to the owner unless
Merrill Lynch Life has received at least the minimum repayment amount specified
in the notice. During the first 24 months after the Contract is issued,
Merrill Lynch Life will add any excess sales load to the cash value so as to
continue the Contract in effect if debt exceeds the larger of the cash value
less charges due and the fixed base.

D. Partial Withdrawals

After the first Contract year, an owner may take partial withdrawals
of payments made under the Contract by submitting a request in a form
satisfactory to Merrill Lynch Life. The withdrawal is effective on the date
the Service Center receives the request. One partial withdrawal may be taken
each Contract year.

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<PAGE> 16
The amount of any partial withdrawal may not exceed the loan value as of the
effective date of the partial withdrawal less any debt. The minimum amount for
each partial withdrawal is $1,000.

As of the processing date on or next following the effective date of
the partial withdrawal, the period for which guaranteed coverage is provided
will be reduced. The period will be redetermined by taking the immediate
decrease in cash value resulting from the partial withdrawal and adding to that
amount interest at an annual rate of 4.5% for the period from the date of the
withdrawal to the Contract processing date on or next following such date.
This is the guarantee adjustment amount. The guarantee adjustment amount is
subtracted from the fixed base and the resulting new fixed base is used to
calculate a new guarantee period.

The fixed base is equal to the cash value on the Contract date.
Thereafter, it is calculated in the same manner as the cash value except that
the calculation substitutes 4.5% for the net rate of return, the guaranteed
maximum cost of insurance rates and guaranteed maximum rider costs are
substituted for the current rates and it is calculated as though there had been
no loans or repayments.

The fixed base is used to make certain computations under the Contract
and is equivalent to the cash value for a comparable fixed benefit contract
with the same face amount and guarantee period.

E. Converting the Contract

An owner may convert the Contract for a contract with benefits

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<PAGE> 17
that do not vary with the investment results of a separate account provided
Merrill Lynch Life receives the owner's request to convert the Contract within
24 months of the issue date of the original Contract. The conversion will be
accomplished by adding an endorsement to the Contract and transferring, without
charge, the investment base in the Separate Account to the guaranteed interest
division, where assets are held in Merrill Lynch Life's general account. The
investment base at the time of conversion and any additional payments will
remain in the guaranteed interest division and be credited with interest at a
rate declared by Merrill Lynch Life.

F. Policy Split Rider

An owner may split the Contract into two new individual contracts upon
the divorce of the insureds or if certain federal tax law changes occur.
Certain conditions, including evidence of insurability of both insureds, must
be met before the right to split may be exercised.

The face amount of each new contract will be equal to one-half of the
face amount of the Contract less any outstanding debt on the date of the
exchange. One-half of the cash value of the Contract less any debt will be
applied to each of the new contracts. The issue date of each new contract will
be the date of the exchange. On the issue date, Merrill Lynch Life will refund
any unearned charges for cost of insurance and rider costs previously deducted
from the Contract. Thereafter, the cost of insurance will be for each
insured's then attained age and for the same risk class that

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<PAGE> 18
the insured was classified as under the Contract. Sales load for each new
contract will take into account the sales load paid under the Contract.

G. Accelerated Benefit Rider

The Accelerated Benefit Rider (ABR) permits the Contract owner to
receive accelerated payment of part of the Contract's death benefit, adjusted
to reflect current value, if the last surviving insured develops a terminal
illness. The accelerated benefit amount cannot exceed the lesser of 75% of the
"eligible amount" or $250,000. The payment amount is the requested amount less
a 12-month discount rate, partial repayment of any debt and less an
administrative expense charge not to exceed $250.00.

Upon payment of the accelerated benefit, Merrill Lynch Life will
reduce the face amount of the Contract by the amount of the payment. The cash
value will be reduced and will equal the original cash value multiplied by the
death benefit after payment, divided by the death benefit before payment. The
investment base, fixed base and variable insurance amount will each be reduced
as a result of the decrease in death benefit and cash value. The guarantee
period will also be recalculated.

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<PAGE> 1
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that Gail R. Farkas, a member of
the Board of Directors of Merrill Lynch Life Insurance Company (the "Company"),
whose signature appears below, constitutes and appoints Barry G. Skolnick and
Michael P. Cogswell, respectively, and each of them, her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for her and in her name, place and stead, in any and all capacities, to sign any
and all Registration Statements and Amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, under
the Investment Company Act of 1940, where applicable, and the Securities Act of
1933, respectively, with the Securities and Exchange Commission, for the purpose
of registering any and all variable life and variable annuity separate accounts
(collectively "Separate Accounts"), of the Company that may be established in
connection with the issuance of any and all variable life and variable annuity
contracts funded by such Separate Accounts, granting unto said attorney-in-fact
and agent, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done.

Date: February 14, 1996 /s/ Gail R. Farkas
-----------------------

State of New Jersey )
County of Middlesex )

On the 14th day of February, 1996, before me came Gail R. Farkas,
Director of Merrill Lynch Life Insurance Company, to me known to be said person
and she signed the above Power of Attorney on behalf of Merrill Lynch Life
Insurance Company.

/s/ Colleen Mohan
------------------------
[SEAL] Notary Public