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[Sutherland, Asbill & Brennan, L.L.P.]
May 6, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Merrill Lynch Variable Life Separate Account (File No.
33-41830)
Commissioners:
On behalf of Merrill Lynch Life Insurance Company (the
"Company") and Merrill Lynch Variable Life Separate Account (the "Account"),
pursuant to Rule 497(j) of the Securities Act of 1933, I hereby certify that
the form of prospectus dated May 1, 1997 that would have been filed pursuant to
paragraph (b) of Rule 497 does not differ from that contained in the most
recent amendment to the registration statement. The text of the most recent
amendment has been filed electronically.
Please contact the undersigned at (202) 383-0314, or Mary E.
Thornton of our firm at (202) 383-0698, if you have any questions or comments
regarding this letter.
Sincerely,
/s/ Kimberly J. Smith
Kimberly J. Smith
cc: Edward W. Diffin, Jr., Esq.
Mary E. Thornton, Esq.
