MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT A, 485APOS, 1999-01-15

MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT A
485APOS, 1999-01-15

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 15, 1999

REGISTRATION NO. 33-43773
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM N-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO. / /

POST-EFFECTIVE AMENDMENT NO. 13 /X/

AND

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 14 /X/

(CHECK APPROPRIATE BOX OR BOXES)
------------------------

MERRILL LYNCH LIFE VARIABLE ANNUITY
SEPARATE ACCOUNT A
(EXACT NAME OF REGISTRANT)
MERRILL LYNCH LIFE INSURANCE
COMPANY
(NAME OF DEPOSITOR)
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
(609) 282-1429
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
--------------------------

BARRY G. SKOLNICK, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
MERRILL LYNCH LIFE INSURANCE COMPANY
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536

COPY TO:
STEPHEN E. ROTH, ESQ.
KIMBERLY J. SMITH, ESQ.
SUTHERLAND, ASBILL & BRENNAN LLP
1275 PENNSYLVANIA AVENUE, NW
WASHINGTON, D.C. 20004-2415
------------------------

It is proposed that this filing will become effective (check appropriate
space):

/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/ / on _________________ pursuant to paragraph (b) of Rule 485
(date)
/X/ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
/ / on _______________pursuant to paragraph (a)(1) of Rule 485
(date)

Title of Securities Being Registered: Units of Interest in Flexible Premium
Individual Deferred Variable Annuity Contracts.

EXHIBIT INDEX CAN BE FOUND ON PAGE C-11

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- --------------------------------------------------------------------------------
<PAGE>

PART A, THE PROSPECTUS, IS INCORPORATED BY REFERENCE TO THE PROSPECTUS INCLUDED
IN REGISTRANT'S POST-EFFECTIVE AMENDMENT NO. 12 TO FORM N-4, REGISTRATION NO.
33-43773 FILED ON MAY 1, 1998.

<PAGE>
MERRILL LYNCH FUNDS
RETIREMENT PLUS-REGISTERED TRADEMARK-

Issued by
MERRILL LYNCH LIFE INSURANCE COMPANY
Merrill Lynch Life Variable Annuity Separate Account A
Merrill Lynch Life Variable Annuity Separate Account B

Supplement Dated March , 1999
To The
Prospectus Dated May 1, 1998

Beginning on March , 1999 and subject to state availability, you can add an
optional rider to the Retirement Plus Variable Annuity that provides a
Guaranteed Minimum Income Benefit. This supplement describes the benefits and
costs of the Guaranteed Minimum Income Benefit Rider (the "Rider"). Please
retain this supplement with your Prospectus for reference. For additional
information about the Rider or its availability, please contact your Financial
Consultant or call the Annuity Service Center at (800) 333-6524.

All terms that are not defined in this supplement have the same meanings as in
the Prospectus. For purposes of this Rider, the attained age of an individual is
that person's age on the contract anniversary on or following his or her
birthday.

THE UPDATED FEE TABLE AT THE END OF THIS SUPPLEMENT SHOWS THE CHARGE FOR THE
RIDER.

SUMMARY

The Rider guarantees you a minimum monthly income if you annuitize under the
terms of the Rider. We calculate the amount of this monthly payment by applying
your Benefit Base (described below) to the annuity purchase rates guaranteed in
your Rider. The annuity purchase rates guaranteed in the Rider are different
from the annuity purchase rates guaranteed in your Contract. Under the Rider,
you are guaranteed a minimum monthly income, regardless of the performance of
the underlying variable investment options, if you:

- wait at least eight contract years after you elect the Rider to annuitize;
AND

- select one of two specified annuity options; AND

- exercise the Rider on certain specified dates and before the annuitant
reaches attained age 85.

You may purchase the Rider at the time you purchase the Contract. If you own a
Retirement Plus Contract issued before the Rider was available, you can add the
Rider to your Contract on the first contract anniversary after the date the
Rider becomes available in your state. AN ELECTION TO ADD THIS RIDER TO A
CONTRACT IS IRREVOCABLE.

We charge a Rider Fee at the annual rate of 0.30% of the Benefit Base (discussed
below) before annuitization.

THE BENEFIT BASE IS ONLY USED TO CALCULATE THE GUARANTEED MINIMUM INCOME
BENEFIT, AND DOES NOT ESTABLISH OR GUARANTEE A CONTRACT VALUE, CASH VALUE, OR A
MINIMUM RETURN FOR ANY INVESTMENT OPTION. Because this benefit is based on
conservative actuarial factors, the amount of lifetime income that it guarantees
may often be less than the amount of income that would be provided by applying
the contract value on your annuity date to then-current annuity purchase rates
for the same annuity option. Therefore, you should view the benefit provided
under the Rider as an annuity benefit "floor."
<PAGE>
GUARANTEED MINIMUM INCOME BENEFIT

On the date you exercise the Rider, we will calculate your guaranteed minimum
monthly annuity payments as follows:

- First, we reduce the Benefit Base on the date you exercise the Rider by
any remaining contingent deferred sales charge and any applicable premium
taxes.

- Then, we determine the amount of monthly income payable by applying that
amount to the annuity purchase rates shown in the Annuity Option Tables
attached to the Rider for the annuity option you select.

Your amount of lifetime income, however, WILL NOT BE LESS than it would be if we
applied your contract value on the exercise date using then-current annuity
purchase rates for the same annuity option under the terms of the Contract.

Annuity purchase rates depend on the sex and attained age of the annuitant(s).

BENEFIT BASE. The Benefit Base equals:

- the sum of your premiums paid, increased by the "annual Benefit Base
interest rate" from the date of each premium payment,

MINUS

- the sum of all "adjusted withdrawals" increased by the "annual Benefit
Base interest rate" from the date of each withdrawal.

To "adjust" withdrawals, if the Benefit Base immediately prior to the withdrawal
("X") exceeds the contract value immediately prior to the withdrawal ("Y"), we
increase that withdrawal on a pro rata basis by an amount equal to X divided by
Y. IN OTHER WORDS, A WITHDRAWAL MAY REDUCE THE BENEFIT BASE BY MORE THAN THE
AMOUNT OF THE WITHDRAWAL.

The "annual Benefit Base interest rate" is 5% and increases your Benefit Base
until you exercise the Rider or the annuitant reaches attained age 80. (If there
is a co-annuitant, the attained age of the older annuitant will apply.)

If you add the Rider to an existing Contract, the Benefit Base is initially
equal to the contract value on the date you add the Rider. Then, subsequent
premiums and withdrawals affect your Benefit Base as described above.

CONDITIONS. You cannot exercise the Rider until the expiration of the "waiting
period." The waiting period depends on when you elect the Rider, as follows:

- If you elect the Rider at the time you purchase the Contract, you must
wait until the eighth contract anniversary before you can exercise the
Guaranteed Minimum Income Benefit.

- If you add the Rider to an existing Contract, you must wait eight contract
anniversaries after you purchase the Rider before you can exercise the
Guaranteed Minimum Income Benefit.

AFTER THE WAITING PERIOD EXPIRES, YOU MAY ONLY EXERCISE THE GUARANTEED MINIMUM
INCOME BENEFIT ON OR WITHIN THE 30 DAYS IMMEDIATELY FOLLOWING A CONTRACT
ANNIVERSARY.

You must also exercise the Guaranteed Minimum Income Benefit before or within 30
days following the date the annuitant reaches attained age 85. (If there is a
co-annuitant, the attained age of the older annuitant will apply.) Because of
the length of the waiting period combined with the latest permissible exercise
date, we will not allow you to elect the Rider if the annuitant is attained age
77 or older.

You can change the annuitant at any time to an individual who is younger than
the current annuitant. This ability allows you to extend the life of the Rider
if your existing annuitant is approaching attained age 85. Similarly, if you are
prohibited from electing the Rider becase your existing annuitant is attained
age 77 or older, you may change to a younger annuitant in order to elect the
Rider.
<PAGE>
If you annuitize your Contract at any other time, the Guaranteed Minimum Income
Benefit is not available. For example, you CANNOT exercise the Rider if you
annuitize your Contract twelve and one-half years after you purchase the Rider.

THE GUARANTEED MINIMUM INCOME BENEFIT MAY ONLY BE USED IF YOU SELECT ONE OF THE
ANNUITY OPTIONS LISTED BELOW, AND CANNOT BE USED WITH ANY OTHER ANNUITY OPTION
SHOWN IN THE CONTRACT.

GUARANTEED MINIMUM INCOME BENEFIT ANNUITY OPTIONS. The Guaranteed Minimum Income
Benefit may only be applied to one of the following annuity options:

LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR TEN YEARS -- Payments will be
made for the life of the annuitant. In addition, even if the annuitant
dies before the ten years ends, payments will be guaranteed for ten
years. If the annuitant dies before the end of the ten years, the
contract owner may elect to receive the present value of the remaining
guaranteed payments in a lump sum. If the contract owner dies while
guaranteed amounts remain unpaid, his or her beneficiary may elect to
receive the present value of the remaining payments in a lump sum.

JOINT AND SURVIVOR LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR TEN YEARS
-- Payments will be made for the lives of the annuitant and a designated
second person. Payments will continue for as long as either one is
living. In addition, even if both annuitants die before the ten years
ends, payments will be guaranteed for ten years. If the annuitants die
before the end of the ten years, the contract owner may elect to receive
the present value of the remaining guaranteed payments in a lump sum. If
the contract owner dies while guaranteed amounts remain unpaid, his or
her beneficiary may elect to receive the present value of the remaining
payments in a lump sum.

TERMINATION. The Guaranteed Minimum Income Benefit Rider is irrevocable. You
have the option not to exercise the Guaranteed Minimum Income Benefit, but we
will not refund any Rider charges paid. The Guaranteed Minimum Income Benefit
Rider terminates on the earliest of:

- 30 days following annuitant's attained age 85;

- full withdrawal of the contract value (surrender);

- annuitization under the terms of the Contract; or

- exercise of the Guaranteed Minimum Income Benefit under the Rider.

FEE FOR THE RIDER. We charge a fee for the Rider that compensates us for the
risks we assume in providing this benefit. The fee accrues daily at the annual
rate of 0.30% of the Benefit Base. We deduct the fee from the contract value
semiannually (on June 30th and December 31st) and on the termination of the
Rider. The fee is withdrawn from each subaccount in the same proportion that the
value of each subaccount bears to the total contract value on the date it is
withdrawn. We do not deduct the Rider Fee after annuitization.

DEMONSTRATION OF MONTHLY PAYMENTS

The example below shows hypothetical guaranteed minimum monthly payment amounts
under this Rider on indicated contract anniversaries. This illustration assumes:

- annuitant(s) who are age 65 on the date the Contract and Rider are issued;

- an initial payment of $100,000;

- no subsequent premium payments or withdrawals;

- an "annual Benefit Base interest rate" of 5%; and

- annuity payments do not begin until the anniversary indicated in the
left-hand column.

THE "ANNUAL BENEFIT BASE INTEREST RATE" IS 5%. THE "ANNUAL BENEFIT BASE INTEREST
RATE" IS ONLY USED TO DETERMINE GUARANTEED MINIMUM ANNUITY INCOME PAYMENTS UNDER
THE RIDER.
<PAGE>
IT IS NOT GUARANTEED WITH RESPECT TO YOUR CONTRACT VALUE. ACTUAL INVESTMENT
PERFORMANCE MAY BE GREATER OR LESS THAN 5%.

ON REQUEST, MERRILL LYNCH LIFE INSURANCE COMPANY WILL PROVIDE ILLUSTRATIONS OF
THE GUARANTEED MINIMUM PAYMENT FOR AN ANNUITANT BASED ON OTHER ASSUMPTIONS.

<TABLE>
<CAPTION>
JOINT AND
LIFE ANNUITY LIFE ANNUITY SURVIVOR
WITH WITH LIFE ANNUITY WITH
EXERCISE DATE PAYMENTS PAYMENTS PAYMENTS
(NUMBER OF GUARANTEED FOR GUARANTEED FOR GUARANTEED FOR
CONTRACT TEN YEARS TEN YEARS TEN YEARS
ANNIVERSARIES) (MALE) (FEMALE) (MALE AND FEMALE)
- ------------- ---------------- ---------------- -----------------
<S> <C> <C> <C>
8 $ 861.36 $ 765.32 $ 688.49
9 $ 929.25 $ 826.86 $ 743.09
10 $ 1,003.40 $ 894.26 $ 803.05
11 $ 1,082.64 $ 966.34 $ 868.85
12 $ 1,169.10 $ 1,046.98 $ 939.23
13 $ 1,261.50 $ 1,133.28 $ 1,018.25
14 $ 1,360.21 $ 1,225.58 $ 1,102.82
15 $ 1,465.64 $ 1,328.44 $ 1,195.38
16 $ 1,503.07 $ 1,367.93 $ 1,234.88
17 $ 1,540.49 $ 1,411.59 $ 1,276.46
18 $ 1,577.91 $ 1,453.17 $ 1,320.12
19 $ 1,613.25 $ 1,496.83 $ 1,363.78
20 $ 1,648.59 $ 1,538.41 $ 1,409.51
</TABLE>

FEE TABLE

<TABLE>
<S> <C> <C>
A. Contract Owner Transaction Expenses
1. Sales Load Imposed on Premium................................................ None
2. Contingent Deferred Sales Charge
</TABLE>

<TABLE>
<CAPTION>
COMPLETE YEARS ELAPSED CONTINGENT DEFERRED SALES CHARGE AS
SINCE A
PAYMENT OF PREMIUM PERCENTAGE OF PREMIUM WITHDRAWN
- --------------------------- -----------------------------------
<S> <C>
0 years 7.00%
1 year 6.00%
2 years 5.00%
3 years 4.00%
4 years 3.00%
5 years 2.00%
6 years 1.00%
7 or more years 0.00%
</TABLE>

<TABLE>
<S> <C> <C>
3. Transfer Fee................................................................. $25
The first 6 transfers among Separate Account A subaccounts in a contract year are free. A
$25 fee may be charged on all subsequent transfers. These rules apply only to transfers
among Separate Account A subaccounts. They do not apply to transfers from Separate Account
A to Separate Account B. No transfers may be made from Separate Account B.
4. GUARANTEED MINIMUM INCOME BENEFIT RIDER FEE (OPTIONAL)....................... 0.30%
(as a percentage of Benefit Base)
B. Annual Contract Maintenance Charge.............................................. $40
The Contract Maintenance Charge will be assessed annually on each contract
anniversary, only if the contract value is less than $50,000.
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
C. Separate Account Annual Expenses (as a percentage of account value)
</TABLE>

<TABLE>
<CAPTION>
SEPARATE ACCT A SEPARATE ACCT B
--------------- ---------------
<S> <C> <C> <C>
Mortality and Expense Risk Charge 1.25% .65%
Administrative Charge .10% .00%
------ ------
Total Separate Account Annual Expenses 1.35% .65%
</TABLE>

<TABLE>
<S> <C> <C>
D. Fund Expenses for the Year Ended December 31, 1997, and the footnotes thereto, of the May
1, 1998 prospectus remain applicable.
</TABLE>

EXAMPLES OF CHARGES

If you surrender the Contract at the end of the applicable time period, you
would pay the following cumulative expenses on each $1,000 invested, assuming a
5% annual return on assets:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
SEPARATE ACCOUNT B SUBACCOUNT INVESTING IN:
Reserve Assets Fund+ $ 86 $ 101 $ 118 $ 194
SEPARATE ACCOUNT A SUBACCOUNT INVESTING IN:
Prime Bond Fund+ $ 92 $ 118 $ 147 $ 254
High Current Income Fund+ $ 93 $ 120 $ 151 $ 261
Quality Equity Fund+ $ 92 $ 119 $ 148 $ 255
Special Value Focus Fund+ $ 95 $ 128 $ 164 $ 289
Natural Resources Focus Fund+* $ 96 $ 129 $ 165 $ 290
Global Strategy Focus Fund+ $ 95 $ 126 $ 161 $ 281
American Balanced Fund+* $ 93 $ 122 $ 154 $ 268
Domestic Money Market Fund+ $ 93 $ 120 $ 151 $ 261
Basic Value Focus Fund+ $ 94 $ 124 $ 157 $ 273
Global Bond Focus Fund+* $ 95 $ 126 $ 161 $ 281
Global Utility Focus Fund+* $ 94 $ 124 $ 158 $ 275
International Equity Focus Fund+* $ 96 $ 132 $ 170 $ 299
Government Bond Fund+ $ 93 $ 121 $ 153 $ 265
Developing Capital Markets Focus Fund+ $ 100 $ 142 $ 187 $ 334
Index 500 Fund+ $ 91 $ 116 $ 144 $ 247
Global Growth Focus Fund+ $ 100 $ 142 $ 187 $ 334
Capital Focus Fund+ $ 96 $ 130 $ 168 $ 295
Select Ten Trust $ 89 $ 109 $ 132 $ 223
AIM V.I. Capital Appreciation Fund $ 94 $ 125 $ 158 $ 276
AIM V.I. Value Fund $ 94 $ 125 $ 159 $ 278
Alliance Premier Growth Portfolio $ 99 $ 138 $ 180 $ 319
Alliance Quasar Portfolio $ 97 $ 133 $ 172 $ 304
MFS Emerging Growth Series $ 96 $ 131 $ 168 $ 296
MFS Research Series $ 96 $ 131 $ 169 $ 297
Hotchkis and Wiley International VIP Portfolio $ 106 $ 159 $ 215 $ 387
</TABLE>

- ------------------------
+ Class A Shares.

* Closed to allocations of premiums or contract value.
<PAGE>
If you annuitize or do not surrender the Contract at the end of the applicable
time period, you would pay the following cumulative expenses on each $1,000
invested, assuming a 5% annual return on assets:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
SEPARATE ACCOUNT B SUBACCOUNT INVESTING IN:
Reserve Assets Fund+ $ 16 $ 51 $ 88 $ 194
SEPARATE ACCOUNT A SUBACCOUNT INVESTING IN:
Prime Bond Fund+ $ 22 $ 68 $ 117 $ 254
High Current Income Fund+ $ 23 $ 70 $ 121 $ 261
Quality Equity Fund+ $ 22 $ 69 $ 118 $ 255
Special Value Focus Fund+ $ 25 $ 78 $ 134 $ 289
Natural Resources Focus Fund+* $ 26 $ 79 $ 135 $ 290
Global Strategy Focus Fund+ $ 25 $ 76 $ 131 $ 281
American Balanced Fund+* $ 23 $ 72 $ 124 $ 268
Domestic Money Market Fund+ $ 23 $ 70 $ 121 $ 261
Basic Value Focus Fund+ $ 24 $ 74 $ 127 $ 273
Global Bond Focus Fund+* $ 25 $ 76 $ 131 $ 281
Global Utility Focus Fund+* $ 24 $ 74 $ 128 $ 275
International Equity Focus Fund+* $ 26 $ 82 $ 140 $ 299
Government Bond Fund+ $ 23 $ 71 $ 123 $ 265
Developing Capital Markets Focus Fund+ $ 30 $ 92 $ 157 $ 334
Index 500 Fund+ $ 21 $ 66 $ 114 $ 247
Global Growth Focus Fund+ $ 30 $ 92 $ 157 $ 334
Capital Focus Fund+ $ 26 $ 80 $ 138 $ 295
Select Ten Trust $ 19 $ 59 $ 102 $ 223
AIM V.I. Capital Appreciation Fund $ 24 $ 75 $ 128 $ 276
AIM V.I. Value Fund $ 24 $ 75 $ 129 $ 278
Alliance Premier Growth Portfolio $ 29 $ 88 $ 150 $ 319
Alliance Quasar Portfolio $ 27 $ 83 $ 142 $ 304
MFS Emerging Growth Series $ 26 $ 81 $ 138 $ 296
MFS Research Series $ 26 $ 81 $ 139 $ 297
Hotchkis and Wiley International VIP Portfolio $ 36 $ 109 $ 185 $ 387
</TABLE>

- ------------------------
+ Class A Shares.

* Closed to allocations of premiums or contract value.

The preceding Fee Table and Examples are intended to assist investors in
understanding the costs and expenses that a contract owner will bear, directly
or indirectly. The Fee Table and Examples include expenses and charges of the
Accounts as well as the Funds, and assume that the Contract is issued with the
Guaranteed Minimum Income Benefit Rider. The Examples also reflect the $40
contract maintenance charge as 0.0009% of average assets determined by dividing
the total amount of such charges collected by the total average net assets of
the subaccounts. See the CHARGES AND DEDUCTIONS section in the Prospectus and
the Fund prospectuses for a further discussion of fees and charges. THE EXAMPLES
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL
RATES OF RETURN OF ANY FUND. ACTUAL EXPENSES AND ANNUAL RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE ASSUMED FOR THE PURPOSE OF THE EXAMPLES.

The Fee Table and Examples do not include charges to contract owners for premium
taxes. Premium taxes may be applicable. Refer to the PREMIUM TAXES section in
the Prospectus for further details.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1998

MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT A
AND
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT B
FLEXIBLE PREMIUM INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
ALSO KNOWN AS
MODIFIED SINGLE PREMIUM INDIVIDUAL DEFERRED
VARIABLE ANNUITY CONTRACT
ISSUED BY
MERRILL LYNCH LIFE INSURANCE COMPANY
HOME OFFICE: LITTLE ROCK, ARKANSAS 72201
SERVICE CENTER: P.O. BOX 44222,
JACKSONVILLE, FLORIDA 32231-4222
4804 DEER LAKE DRIVE EAST,
JACKSONVILLE, FLORIDA 32246
PHONE: (800) 535-5549
OFFERED THROUGH
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

This individual deferred variable annuity contract (the "Contract") is designed
to provide comprehensive and flexible ways to invest and to create a source of
income protection for later in life through the payment of annuity benefits. An
annuity is intended to be a long term investment. Contract owners should
consider their need for deferred income before purchasing the Contract. The
Contract is issued by Merrill Lynch Life Insurance Company ("Merrill Lynch
Life") both on a nonqualified basis, and as an Individual Retirement Annuity
("IRA") that is given qualified tax status.

This Statement of Additional Information is not a Prospectus and should be read
together with the Contract's Prospectus dated May 1, 1998, which is available on
request and without charge by writing to or calling Merrill Lynch Life at the
Service Center address or phone number set forth above.
<PAGE>
OTHER INFORMATION

PRINCIPAL UNDERWRITER

Merrill Lynch, Pierce, Fenner & Smith Incorporated, an affiliate of Merrill
Lynch Life, performs all sales and distribution functions regarding the
Contracts and may be deemed the principal underwriter of Merrill Lynch Life
Variable Annuity Separate Account A and Merrill Lynch Life Variable Annuity
Separate Account B (the "Accounts") under the Investment Company Act of 1940.
The offering is continuous. For the years ended December 31, 1997, 1996, and
1995, Merrill Lynch, Pierce, Fenner & Smith Incorporated received $49.4 million,
$26.1 million, and $24.2 million, respectively, in commissions in connection
with the sale of the Contracts.

FINANCIAL STATEMENTS

The financial statements of Merrill Lynch Life included in this Statement of
Additional Information should be distinguished from the financial statements of
the Accounts and should be considered only as bearing upon the ability of
Merrill Lynch Life to meet any obligations it may have under the Contract.

ADMINISTRATIVE SERVICES ARRANGEMENTS

Merrill Lynch Life has entered into a Service Agreement with its parent, Merrill
Lynch Insurance Group, Inc. ("MLIG") pursuant to which Merrill Lynch Life can
arrange for MLIG to provide directly or through affiliates certain services.
Pursuant to this agreement, Merrill Lynch Life has arranged for MLIG to provide
administrative services for the Accounts and the Contracts, and MLIG, in turn,
has arranged for a subsidiary, Merrill Lynch Insurance Group Services, Inc.
("MLIG Services"), to provide these services. Compensation for these services,
which will be paid by Merrill Lynch Life, will be based on the charges and
expenses incurred by MLIG Services, and will reflect MLIG Services' actual
costs. For the years ended December 31, 1997, 1996, and 1995, Merrill Lynch Life
paid administrative services fees of $43.0 million, $44.5 million, and $43.0
million, respectively.

CALCULATION OF YIELDS AND TOTAL RETURNS

MONEY MARKET YIELDS

From time to time, Merrill Lynch Life may quote in advertisements and sales
literature the current annualized yield for the Domestic Money Market Subaccount
of Account A and the Reserve Assets Subaccount of Account B for a 7-day period
in a manner that does not take into consideration any realized or unrealized
gains or losses on shares of the underlying Funds or on their respective
portfolio securities. The current annualized yield is computed by: (a)
determining the net change (exclusive of realized gains and losses on the sales
of securities and unrealized appreciation and depreciation) at the end of the
7-day period in the value of a hypothetical account under a Contract having a
balance of 1 unit at the beginning of the period, (b) dividing such net change
in account value by the value of the account at the beginning of the period to
determine the base period return; and (c) annualizing this quotient on a 365-day
basis. The net change in account value reflects: (1) net income from the Fund
attributable to the hypothetical account; and (2) charges and deductions imposed
under the Contract which are attributable to the hypothetical account. The
charges and deductions include the per unit charges for the hypothetical account
for: (1) the mortality and expense risk charge; (2) the administration charge in
the case of the Domestic Money Market Subaccount; and (3) the annual contract
maintenance charge. For purposes of calculating current yields for a Contract,
an average per unit

3
<PAGE>
contract maintenance charge is used, as described below. Current yield will be
calculated according to the following formula:

Current Yield = ((NCF - ES/UV)X(365/7)

Where:

<TABLE>
<S> <C> <C>
NCF = the net change in the value of the Fund (exclusive of realized gains and losses
on the sale of securities and unrealized appreciation and depreciation) for the
7-day period attributable to a hypothetical account having a balance of 1 unit.

ES = per unit expenses for the hypothetical account for the 7-day period.

UV = the unit value on the first day of the 7-day period.
</TABLE>

Merrill Lynch Life also may quote the effective yield of the Domestic Money
Market Subaccount or the Reserve Assets Subaccount for the same 7-day period,
determined on a compounded basis. The effective yield is calculated by
compounding the unannualized base period return according to the following
formula:

Effective Yield = (1 + ((NCF - ES)/UV))TO THE POWER OF(365/7) - 1

Where:

ES = per unit expenses of the hypothetical account for the 7-day period.

UV = the unit value for the first day of the 7-day period.
</TABLE>

The effective yield for the Domestic Money Market subaccount for the 7-day
period ended December 31, 1997 was 4.05%. The effective yield for the Reserve
Assets subaccount for the 7-day period ended December 31, 1997 was 4.67%.

Because of the charges and deductions imposed under the Contract, the yield for
the Domestic Money Market Subaccount and the Reserve Assets Subaccount will be
lower than the yield for the corresponding underlying Fund.

The yields on amounts held in the Domestic Money Market Subaccount or the
Reserve Assets Subaccount normally will fluctuate on a daily basis. Therefore,
the disclosed yield for any given past period is not an indication or
representation of future yields or rates of return. The actual yield for those
subaccounts is affected by changes in interest rates on money market securities,
average portfolio maturity of the underlying Fund, the types and qualities of
portfolio securities held by the Fund and the Fund's operating expenses. Yields
on amounts held in the Domestic Money Market Subaccount and Reserve Assets
Subaccount may also be presented for periods other than a 7-day period.

OTHER SUBACCOUNT YIELDS

From time to time, Merrill Lynch Life may quote in sales literature or
advertisements the current annualized yield of one or more of the Account A
subaccounts (other than the Domestic Money Market Subaccount) for a contract for
30-day or one-month periods. The annualized yield of a subaccount refers to
income generated by the subaccount over a specified 30-day or one-month period.
Because the yield is annualized, the yield generated by the subaccount during
the 30-day or one-month period is assumed to be generated each period over a
12-month period. The yield is computed by: (1) dividing the net investment
income of the Fund attributable to the subaccount units less subaccount expenses

4
<PAGE>
for the period; by (2) the maximum offering price per unit on the last day of
the period times the daily average number of units outstanding for the period;
then (3) compounding that yield for a 6-month period; and then (4) multiplying
that result by 2. Expenses attributable to the subaccount include the mortality
and expense risk charge, the administration charge and the annual contract
maintenance charge. For purposes of calculating the 30-day or one-month yield,
an average contract maintenance charge per dollar of contract value in the
subaccount is used to determine the amount of the charge attributable to the
subaccount for the 30-day or one-month period; as described below. The 30-day or
one-month yield is calculated according to the following formula:

Yield = 2 ((((NI - ES)/(U X UV)) + 1)TO THE POWER OF(6) - 1)

Where:

<TABLE>
<S> <C> <C>
NI = net investment income of the Fund for the 30-day or one-month period attributable
to the subaccount's units.

ES = expenses of the subaccount for the 30-day or one-month period.

U = the average number of units outstanding.

UV = the unit value at the close of the last day in the 30-day or one-month period.
</TABLE>

Currently, Merrill Lynch Life may quote yields on bond subaccounts within
Account A. The yield for those subaccounts for the 30-day period ended December
31, 1997 was:

<TABLE>
<CAPTION>
NAME OF SUBACCOUNT YIELD
- -------------------------------------------------------------------------------------- -----------
<S> <C>
Prime Bond 4.60%
High Current Income 7.28%
Global Bond Focus (formerly, World Income Focus) 4.66%
Government Bond (formerly, Intermediate Government Bond) 4.04%
</TABLE>

Because of the charges and deductions imposed under the contracts, the yield for
an Account A subaccount will be lower than the yield for the corresponding Fund.

The yield on the amounts held in the Account A subaccounts normally will
fluctuate over time. Therefore, the disclosed yield for any given past period is
not an indication or representation of future yields or rates of return. A
subaccount's actual yield is affected by the types and quality of portfolio
securities held by the corresponding Fund, and its operating expenses.

Yield calculations do not take into account the declining contingent deferred
sales charge under the Contract of amounts surrendered or withdrawn under the
Contract deemed to consist of premiums paid within the preceding seven years. A
contingent deferred sales charge will not be imposed on the first withdrawal in
any Contract year to the extent that it is deemed to consist of gain on premiums
paid during the preceding seven contract years and/or premiums not subject to
such a charge.

5
<PAGE>
TOTAL RETURNS

From time to time, Merrill Lynch Life also may quote in sales literature or
advertisements, total returns, including average annual total returns for one or
more of the subaccounts for various periods of time. Average annual total
returns will be provided for a subaccount for 1, 5 and 10 years, or for a
shorter period, if applicable. For the year ended December 31, 1997, returns
were:

<TABLE>
<CAPTION>
5 10 SINCE
NAME OF SUBACCOUNT 1 YEAR YEAR YEAR INCEPTION
- ----------------------------------------- ---------- --------- ----- -----------
<S> <C> <C> <C> <C>
Prime Bond 0.28% 5.28% N/A 6.01%
High Current Income 2.44% 8.44% N/A 9.07%
Quality Equity 14.92% 13.12% N/A 11.80%
Special Value Focus
(formerly, Equity Growth) 3.11% 11.97% N/A 8.87%
Natural Resources Focus* -19.11% 2.59% N/A 2.96%
American Balanced* 8.42% 9.02% N/A 8.83%
Global Strategy Focus 3.33% 8.80% N/A 7.83%
Basic Value Focus 11.89% N/A N/A 15.15%
Global Bond Focus**
(formerly, World Income Focus) -5.85% N/A N/A 3.95%
Global Utility Focus* 17.09% N/A N/A 10.83%
International Equity Focus** -11.81% N/A N/A 1.82%
Government Bond (formerly, Intermediate
Government Bond) 0.50% N/A N/A 5.16%
Developing Capital Markets Focus -13.63% N/A N/A -3.32%
Index 500 Fund 23.91% N/A N/A 25.38%
AIM V.I. Capital Appreciation 4.87% N/A N/A 5.84%
AIM V.I. Value 14.91% N/A N/A 18.24%
Alliance Premier Growth 24.95% N/A N/A 24.83%
MFS Emerging Growth 13.15% N/A N/A 11.61%
MFS Research 11.53% N/A N/A 12.87%
</TABLE>

Total returns assume the Contract was surrendered at the end of the period
shown, and are not indicative of performance if the Contract was continued for a
longer period.
- ------------------------
* Closed to allocations of premiums or contract value following the close of
business on December 6, 1996.

** Closed to allocations of premiums or contract value following the close of
business on June 5, 1998.

6
<PAGE>
Average annual total returns for other periods of time may also be disclosed
from time to time. For example, average annual total returns may be provided
based on the assumption that a subaccount had been in existence and had invested
in the corresponding underlying Fund for the same period as the corresponding
Fund had been in operation. The Funds commenced operations as indicated below:

<TABLE>
<CAPTION>
FUND COMMENCED OPERATIONS
- --------------------------------------------------------- -----------------------
<S> <C>
Domestic Money Market February 21, 1992
Prime Bond April 29, 1982
High Current Income April 29, 1982
Quality Equity April 29, 1982
Equity Growth April 29, 1982
Natural Resources Focus* June 1, 1988
American Balanced* June 1, 1988
Global Strategy Focus February 21, 1992
Basic Value Focus July 1, 1993
Global Bond Focus**
(formerly, World Income Focus) July 1, 1993
Global Utility Focus* July 1, 1993
International Equity Focus** July 1, 1993
Government Bond
(formerly, Intermediate Government Bond) May 16, 1994
Developing Capital Markets Focus May 16, 1994
Reserve Assets November 23, 1981
Index 500 Fund December 18, 1996
AIM V.I. Capital Appreciation May 5, 1993
AIM V.I. Value May 5, 1993
Alliance Premier Growth March 12, 1992
MFS Emerging Growth Series July 24, 1995
MFS Research Series July 26, 1995
</TABLE>

Average annual total returns represent the average annual compounded rates of
return that would equate an initial investment of $1,000 under a contract to the
redemption value or that investment as of the last day of each of the periods.
The ending date for each period for which total return quotations are provided
will generally be as of the most recent calendar quarter-end.

Average annual total returns are calculated using subaccount unit values
calculated on each valuation day based on the performance of the corresponding
underlying Fund, the deductions for the mortality and expense risk charge, the
administration charge (in the case of Account A subaccounts), and the contract
maintenance charge, and assume a surrender of the Contract at the end of the
period for the return quotation. Total returns therefore reflect a deduction of
the contingent deferred sales charge for any period of less than seven years.
For purposes of calculating total return, an average per dollar contract
maintenance charge attributable to the hypothetical account for the period is
used, as described below. The total return is then calculated according to the
following formula:

TR = ((ERV/P)TO THE POWER OF(1/N)) + 1

<TABLE>
<S> <C> <C>
Where:
TR = the average annual total return net of subaccount recurring charges (such as
the mortality and expense risk charge, administration charge, if applicable,
and contract maintenance charge).
ERV = the ending redeemable value (net of any applicable contingent deferred sales
charge) at the end of the period of the hypothetical account with an initial
payment of $1,000.
P = a hypothetical initial payment of $1,000.
N = the number of years in the period.
</TABLE>

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

* The subaccount corresponding to this Fund was closed to allocations of
premiums or contract value following the close of business on December 6,
1996.

** The subaccount corresponding to this Fund will be closed to allocations of
premiums or contract value following the close of business on June 5, 1998.

7
<PAGE>
From time to time, Merrill Lynch Life also may quote in sales literature or
advertisements, total returns that do not reflect the contingent deferred sales
charge. These are calculated in exactly the same way as average annual total
returns described above, except that the ending redeemable value of the
hypothetical account for the period is replaced with an ending value for the
period that does not take into account any contingent deferred sales charge on
surrender of the Contract. In addition, such nonstandard returns may also be
quoted for other periods.

For the year ended December 31, 1997, returns not reflecting any contingent
deferred sales charge were:

<TABLE>
<CAPTION>
5 10 SINCE
NAME OF SUBACCOUNT 1 YEAR YEAR YEAR INCEPTION
- ----------------------------------------------------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C>
Prime Bond 7.07% 5.76% N/A 6.27%
High Current Income 9.40% 8.87% N/A 9.29%
Quality Equity 21.92% 13.49% N/A 12.00%
Special Value Focus
(formerly, Equity Growth) 10.11% 12.35% N/A 9.09%
Natural Resources Focus* -13.78% 3.12% N/A 3.26%
American Balanced* 15.42% 9.44% N/A 9.06%
Global Strategy Focus 10.33% 9.22% N/A 8.07%
Basic Value Focus 18.89% N/A N/A 15.56%
Global Bond Focus**
(formerly, World Income Focus) 0.48% N/A N/A 4.53%
Global Utility Focus* 24.09% N/A N/A 11.29%
International Equity Focus** -5.93% N/A N/A 2.44%
Government Bond
(formerly, Intermediate Government Bond) 7.32% N/A N/A 6.12%
Developing Capital Markets Focus -7.88% N/A N/A -2.34%
Index 500 Fund 30.91% N/A N/A 31.12%
AIM V.I. Capital Appreciation 11.87% N/A N/A 11.61%
AIM V.I. Value 21.91% N/A N/A 23.99%
Alliance Premier Growth 31.95% N/A N/A 30.58%
MFS Emerging Growth 20.15% N/A N/A 17.38%
MFS Research 18.53% N/A N/A 18.63%
</TABLE>

From time to time, Merrill Lynch Life also may quote in sales literature or
advertisements total returns or other performance information for a hypothetical
Contract assuming the initial premium is allocated to more than one subaccount
or assuming monthly transfers from the Domestic Money Market Subaccount to one
or more designated subaccounts under a dollar cost averaging program. These
returns will reflect the performance of the affected subaccount(s) for the
amount and duration of the allocation to each subaccount for the hypothetical
Contract. They also will reflect the deduction of charges described above except
for the contingent deferred sales charge. For example, total return information
for a Contract with a dollar cost averaging program for a 12-month period will
assume commencement of the program at the beginning of the most recent 12-month
period for which average annual total return information is available. This
information will assume an initial lump-sum investment in the Domestic Money
Market Subaccount at the beginning of that period and monthly transfers of a
portion of the contract value from that subaccount to designated subaccount(s)
during the 12-month period. The total return for the Contract for this 12-month
period therefore will reflect the return on the portion of the contract value
that remains invested in the Domestic Money Market Subaccount for the period it
is assumed to be so invested, as affected by monthly transfers, and the return
on amounts transferred to the designated subaccounts for the period during which
those amounts are assumed to be invested in those subaccounts. The return for an
amount invested in a subaccount will be based on the performance of that
subaccount for the duration of the investment, and will reflect the charges
described above other than the contingent deferred sales charge. Performance
information for a dollar cost-averaging program also may show the returns for
various periods for a designated subaccount assuming monthly transfers to the
subaccount, and may compare those returns to returns assuming an initial
lump-sum investment in that subaccount. This information also may be compared to
various indices, such as the Merrill Lynch 91-day Treasury Bills index or the
U.S. Treasury Bills index and may be illustrated by graphs, charts, or
otherwise.

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

* The subaccount corresponding to this Fund was closed to allocations of
premiums or contract value following the close of business on December 6,
1996.

** The subaccount corresponding to this Fund will be closed to allocations of
premiums or contract value following the close of business on June 5, 1998.

8
<PAGE>

PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

<TABLE>
<S> <C> <C> <C>
(a) Financial Statements
(1) Financial Statements of Merrill Lynch Life Variable Annuity Separate Account
A as of September 30, 1998; for the nine month period ended September 30,
1998; as of December 31, 1997; and for the two years ended December 31, 1997
and the Notes relating thereto will be filed by amendment
(2) Financial Statements of Merrill Lynch Life Variable Annuity Separate Account
B as of September 30, 1998; for the nine month period ended September 30,
1998; as of December 31, 1997; and for the two years ended December 31, 1997
and the Notes relating thereto will be filed by amendment
(3) Financial Statements of Merrill Lynch Life Insurance Company as of September
30, 1998; for the nine month period ended September 30, 1998; for the nine
month period ended September 30, 1997; as of December 31, 1997; and for the
three years ended December 31, 1997 and the Notes relating thereto will be
filed by amendment
(4) Schedule of Life Insurance In Force for Merrill Lynch Life Insurance Company
as of December 31, 1997
</TABLE>

<TABLE>
<CAPTION>
PERCENTAGE OF
CEDED TO ASSUMED AMOUNT
OTHER FROM OTHER ASSUMED
GROSS AMOUNT COMPANIES COMPANIES NET AMOUNT TO NET
------------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Life insurance
in force.................... 10,568,021 2,879,306 1,843,104 9,531,819 19%
</TABLE>

<TABLE>
<S> <C> <C> <C>
(b) Exhibits
(1) Resolution of the Board of Directors of Merrill Lynch Life Insurance Company
establishing the Merrill Lynch Life Variable Annuity Separate Account A and
Merrill Lynch Life Variable Annuity Separate Account B. Incorporated by
Reference to Registrant's Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43773 Filed December 10, 1996.
(2) Not Applicable
(3) Underwriting Agreement Between Merrill Lynch Life Insurance Company and
Merrill Lynch, Pierce, Fenner & Smith Incorporated. Incorporated by
Reference to Registrant's Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43773 Filed December 10, 1996.
(4) (a) Individual Variable Annuity Contract issued by Merrill Lynch Life Insurance
Company. Incorporated by Reference to Registrant's Post-Effective Amendment
No. 10 to Form N-4, Registration No. 33-43773 Filed December 10, 1996.
(b) Merrill Lynch Life Insurance Company Contingent Deferred Sales Charge Waiver
Endorsement. Incorporated by Reference to Registrant's Post-Effective
Amendment No. 10 to Form N-4, Registration No. 33-43773 Filed December 10,
1996.
(c) Individual Retirement Annuity Endorsement. Incorporated by Reference to
Registrant's Post-Effective Amendment No. 10 to Form N-4, Registration No.
33-43773 Filed December 10, 1996.
(d) Merrill Lynch Life Insurance Company Endorsement. Incorporated by Reference
to Registrant's Post-Effective Amendment No. 10 to Form N-4, Registration
No. 33-43773 Filed December 10, 1996.
(e) Individual Variable Annuity Contract (revised) issued by Merrill Lynch Life
Insurance Company (ML-VA-002) (Incorporated by Reference to Registrant's
Post-Effective Amendment No. 7 to Form N-4, Registration No. 33-43773 Filed
April 26, 1995).
</TABLE>

C-1
<PAGE>

<TABLE>
<S> <C> <C> <C>
(f) Merrill Lynch Life Insurance Company Endorsement (ML008) (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 7 to Form N-4,
Registration No. 33-43773 Filed April 26, 1995).
(g) Merrill Lynch Life Insurance Company Individual Variable Annuity Contract
(ML-VA-001) (Incorporated by Reference to Registrant's Post-Effective
Amendment No. 7 to Form N-4, Registration No. 33-43773 Filed April 26,
1995).
(h) Guaranteed Minimum Income Benefit Rider.
(5) Not Applicable
(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 Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43773 Filed December 10, 1996.
(b) Amended and Restated By-laws of Merrill Lynch Life Insurance Company.
Incorporated by Reference to Registrant's Post-Effective Amendment No. 10 to
Form N-4, Registration No. 33-43773 Filed December 10, 1996.
(7) Not Applicable
(8) (a) Amended General Agency Agreement (Incorporated by Reference to Registrant's
Post-Effective Amendment No. 5 to Form N-4, Registration No. 33-43773 Filed
April 28, 1994).
(b) Indemnity Agreement Between Merrill Lynch Life Insurance Company and Merrill
Lynch Life Agency, Inc. Incorporated by Reference to Registrant's
Post-Effective Amendment No. 10 to Form N-4, Registration No. 33-43773 Filed
December 10, 1996.
(c) Management Agreement Between Merrill Lynch Life Insurance Company and Merrill
Lynch Asset Management, Inc. Incorporated by Reference to Registrant's Post-
Effective Amendment No. 10 to Form N-4, Registration No. 33-43773 Filed
December 10, 1996.
(d) Agreement Between Merrill Lynch Life Insurance Company and Merrill Lynch
Variable Series Funds, Inc. Relating to Maintaining Constant Net Asset Value
for the Reserve Assets Fund. (Incorporated by Reference to Registrant's
Post-Effective Amendment No. 10 to Form N-4, Registration No. 33-43773 Filed
December 10, 1996).
(e) Agreement Between Merrill Lynch Life Insurance Company and Merrill Lynch
Variable Series Funds, Inc. Relating to Maintaining Constant Net Asset Value
for the Domestic Money Market Fund. (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 10 to Form N-4, Registration No.
33-43773 Filed December 10, 1996).
(f) Agreement Between Merrill Lynch Life Insurance Company and Merrill Lynch
Variable Series Funds, Inc. Relating to Valuation and Purchase Procedures.
(Incorporated by Reference to Registrant's Post-Effective Amendment No. 10
to Form N-4, Registration No. 33-43773 Filed December 10, 1996).
(g) Amended Service Agreement Between Merrill Lynch Life Insurance Company and
Merrill Lynch Insurance Group, Inc. (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 5 to Form N-4, Registration No.
33-43773 Filed April 28, 1994).
(h) Reimbursement Agreement Between Merrill Lynch Asset Management, Inc. and
Merrill Lynch Life Agency. (Incorporated by Reference to Registrant's
Post-Effective Amendment No. 10 to Form N-4, Registration No. 33-43773 Filed
December 10, 1996).
</TABLE>

C-2

<PAGE>

<TABLE>
<S> <C> <C> <C>
(i) Form of Participation Agreement Between Merrill Lynch Variable Series Funds,
Inc., 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. 5 to Form N-4, Registration No.
33-43773 Filed April 28, 1994).
(j) Form of Participation Agreement Between Merrill Lynch Variable Series Funds,
Inc. and Merrill Lynch Life Insurance Company. (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 10 to Form N-4, Registration No.
33-43773 Filed December 10, 1996).
(k) Participation Agreement By And Among AIM Variable Insurance Funds, Inc., AIM
Distributors, Inc., and Merrill Lynch Life Insurance Company. (Incorporated
by Reference to Registrant's Post-Effective Amendment No. 11 to Form N-4,
Registration No. 33-43773 Filed April 23, 1997).
(l) Form of Participation Agreement Among Merrill Lynch Life Insurance Company,
Alliance Capital Management L.P., and Alliance Fund Distributors, Inc.
(Incorporated by Reference to Registrant's Post-Effective Amendment No. 10
to Form N-4, Registration No. 33-43773 Filed December 10, 1996).
(m) Form of Participation Agreement Among MFS Variable Insurance Trust, Merrill
Lynch Life Insurance Company, and Massachusetts Financial Services Company.
(Incorporated by Reference to Registrant's Post-Effective Amendment No. 10
to Form N-4, Registration No. 33-43773 Filed December 10, 1996).
(n) Form of Participation Agreement Among Merrill Lynch Life Insurance Company,
Hotchkis and Wiley Variable Trust, and Hotchkis and Wiley. Incorporated by
Reference to Registrant's Post-Effective Amendment No. 12 to Form N-4,
Registration No. 33-43773 Filed May 1, 1998.
(o) Form of Amendment to Participation Agreement Among Merrill Lynch Life
Insurance Company, Alliance Capital Management L.P., and Alliance Fund
Distributors, Inc. Incorporated by Reference to Registrant's Post-Effective
Amendment No. 12 to Form N-4, Registration No. 33-43773 Filed May 1, 1998.
(p) Form of Amendment to Participation Agreement Between Merrill Lynch Variable
Series Funds, Inc. and Merrill Lynch Life Insurance Company. Incorporated by
Reference to Registrant's Post-Effective Amendment No. 12 to Form N-4,
Registration No. 33-43773 Filed May 1, 1998.
(q) Form of Participation Agreement Between Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Merrill Lynch Life Insurance Company. Incorporated by
Reference to Registrant's Post-Effective Amendment No. 12 to Form N-4,
Registration No. 33-43773 Filed May 1, 1998.
(9) Opinion of Barry G. Skolnick, Esq. and Consent to its use as to the legality
of the securities being registered. (Incorporated by Reference to
Registrant's Post-effective Amendment No. 10 to Form N-4, Registration No.
33-43773 Filed December 10, 1996).
(10) (a) Written Consent of Sutherland Asbill & Brennan LLP (to be filed by
amendment).
(b) Written Consent of Deloitte & Touche LLP, independent auditors (to be filed
by amendment).
(c) Written Consent of Barry G. Skolnick, Esq. (to be filed by amendment).
(11) Not Applicable
(12) Not Applicable
(13) Schedule for Computation of Performance Quotations. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43773 Filed December 10, 1996).
</TABLE>

C-3
<PAGE>

<TABLE>
<S> <C> <C> <C>
(14) (a) Power of Attorney from Joseph E. Crowne, Jr. (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4, Registration No.
33-43773 Filed March 2, 1994).
(b) Power of Attorney from David M. Dunford (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4, Registration No.
33-43773 Filed March 2, 1994).
(c) Power of Attorney from John C.R. Hele (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4, Registration No.
33-43773 Filed March 2, 1994).
(d) Power of Attorney from Allen N. Jones (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4, Registration No.
33-43773 Filed March 2, 1994).
(e) Power of Attorney from Barry G. Skolnick (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4, Registration No.
33-43773 Filed March 2, 1994).
(f) Power of Attorney from Anthony J. Vespa (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4, Registration No.
33-43773 Filed March 2, 1994).
(g) Power of Attorney from Gail R. Farkas (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 8 to Form N-4, Registration No.
33-43773 Filed April 25, 1996).
</TABLE>

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR*

<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR*
- --------------------------- ------------------------------------ ---------------------------------------------
<S> <C> <C>
Joseph E. Crowne, Jr. 800 Scudders Mill Road Director, Senior Vice President, Chief
Plainsboro, NJ 08536 Financial Officer, Chief Actuary
and Treasurer.
David M. Dunford 800 Scudders Mill Road Director, Senior Vice President and
Plainsboro, NJ 08536 Chief Investment Officer.
Gail R. Farkas 800 Scudders Mill Road Director and Senior Vice President.
Plainsboro, NJ 08536
Barry G. Skolnick 800 Scudders Mill Road Director, Senior Vice President,
Plainsboro, NJ 08536 General Counsel and Secretary.
Anthony J. Vespa 800 Scudders Mill Road Director, Chairman of the Board,
Plainsboro, NJ 08536 Chief Executive Officer and
President.
Deborah J. Adler 800 Scudders Mill Road Vice President and Actuary.
Plainsboro, NJ 08536
Robert J. Boucher 1414 Main Street Senior Vice President, Variable Life
Springfield, MA 01102 Administration.
Michael P. Cogswell 800 Scudders Mill Road Vice President and Senior Counsel.
Plainsboro, NJ 08536
Edward W. Diffin, Jr. 800 Scudders Mill Road Vice President and Senior Counsel.
Plainsboro, NJ 08536
Linda Gillis 4804 Deer Lake Drive East Vice President and Assistant
Jacksonville, FL 32246 Secretary.
Diana Joyner 1414 Main Street Vice President.
Springfield, MA 01102
Peter P. Massa 4804 Deer Lake Drive East Vice President.
Jacksonville, FL 32246
</TABLE>

C-4
<PAGE>

<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR*
- --------------------------- ------------------------------------ ---------------------------------------------
<S> <C> <C>
Kelly A. O'Dea 800 Scudders Mill Road Vice President and Senior
Plainsboro, NJ 08536 Compliance Officer.
Robert Ostrander 800 Scudders Mill Road Vice President and Controller.
Plainsboro, NJ 08536
Shelley K. Parker 1414 Main Street Vice President and Assistant
Springfield, MA 01102 Secretary.
Julia Raven 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Lori M. Salvo 800 Scudders Mill Road Vice President and Senior Counsel.
Plainsboro, NJ 08536
John A. Shea 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Frederick H. Steele 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Tracy A. Bartoy 4804 Deer Lake Drive East Vice President and Assistant
Jacksonville, FL 32246 Secretary.
Robert J. Viamari 1414 Main Street Vice President and Assistant
Springfield, MA 01102 Secretary.
Chester Westergard 2200 Rodney Parham Road Vice President.
Suite 300
Little Rock, AR 72212
Denis G. Wuestman 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Matthew J. Rider 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Donald C. Stevens, III 800 Scudders Mill Road Vice President and Controller.
Plainsboro, NJ 08536
Amy S. Winston 800 Scudders Mill Road Vice President and Director of
Plainsboro, NJ 08536 Compliance.
</TABLE>

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

* Each director is elected to serve until the next annual shareholder meeting
or until his or her successor is elected and shall have qualified.

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

Merrill Lynch Life Insurance Company is an indirect wholly-owned subsidiary
of Merrill Lynch & Co., Inc.

A list of subsidiaries of Merrill Lynch & Co., Inc. ("ML & Co.") appears
below.

SUBSIDIARIES OF THE REGISTRANT

The following are subsidiaries of ML & Co. as of February 23, 1998 and the
states or jurisdictions in which they are organized. Indentation indicates the
principal parent of each subsidiary. Except as otherwise specified, in each case
ML & Co. owns, directly or indirectly, at least 99% of the voting securities of
each subsidiary. The names of particular subsidiaries have been omitted because,
considered in the aggregate as a single subsidiary, they would not constitute,
as of the end of the year covered by this report, a "significant subsidiary" as
that term is defined in Rule 1.02(w) of Regulation S-X under the Securities
Exchange Act of 1934.

C-5
<PAGE>

<TABLE>
<CAPTION>
STATE OF
NAME JURISDICTION OF ENTITY
- ----------------------------------------------------------------------------------------- -----------------------
<S> <C>

Merrill Lynch & Co., Inc................................................................. Delaware
Merrill Lynch, Pierce, Fenner & Smith Incorporated(1).................................. Delaware
Broadcort Capital Corp............................................................... Delaware
Merrill Lynch & Co., Canada Ltd...................................................... Ontario
Merrill Lynch Canada Inc........................................................... Nova Scotia
Merrill Lynch Life Agency Inc.(2).................................................... Washington
Merrill Lynch Professional Clearing Corp.(3)......................................... Delaware
Merrill Lynch Bank & Trust Co.......................................................... New Jersey
Merrill Lynch Capital Services, Inc.................................................... Delaware
Merrill Lynch Government Securities Inc................................................ Delaware
Merrill Lynch Money Markets Inc...................................................... Delaware
Merrill Lynch Group, Inc............................................................... Delaware
Mercury Asset Management Group Holdings PLC(4)....................................... England
Merrill Lynch Asset Management L.P.(5)............................................... Delaware
Merrill Lynch Capital Partners, Inc.................................................. Delaware
Merrill Lynch Futures Inc............................................................ Delaware
Merrill Lynch Group Holdings Limited................................................. Ireland
Merrill Lynch Capital Markets Bank Limited......................................... Ireland
Merrill Lynch Insurance Group, Inc................................................... Delaware
Merrill Lynch Life Insurance Company............................................... Arkansas
ML Life Insurance Company of New York.............................................. New York
Merrill Lynch International Finance Corporation...................................... New York
Merrill Lynch International Bank Limited........................................... England
Merrill Lynch Bank (Suisse) S.A.................................................. Switzerland
Merrill Lynch Mortgage Capital Inc................................................... Delaware
Merrill Lynch National Financial..................................................... Utah
Merrill Lynch Trust Company(6)....................................................... New Jersey
Merrill Lynch Business Financial Services Inc...................................... Delaware
Merrill Lynch Credit Corporation................................................... Delaware
Merrill Lynch Investment Partners Inc................................................ Delaware
MLDP Holdings, Inc.(7)............................................................... Delaware
Merrill Lynch Derivative Products AG............................................... Switzerland
ML IBK Positions Inc................................................................. Delaware
Merrill Lynch Capital Corporation.................................................. Delaware
ML Leasing Equipment Corp.(8)........................................................ Delaware
MERRILL LYNCH & CO., INC.

Merrill Lynch International Incorporated............................................... Delaware
Merrill Lynch (Australasia) Pty Limited.............................................. New South Wales
Merrill Lynch International (Australia) Limited...................................... New South Wales
Merrill Lynch International Bank..................................................... United States
Merrill Lynch International Holdings Inc............................................. Delaware
Merrill Lynch Bank (Austria) Aktiengesellschaft A.G................................ Austria
Merrill Lynch Bank and Trust Company (Cayman) Limited.............................. Cayman Islands,
British West Indies
Merrill Lynch Capital Markets A.G.................................................. Switzerland
Merrill Lynch Europe PLC........................................................... England
Merrill Lynch Europe Holdings Limited............................................ England
Merrill Lynch International.................................................... England
Merrill Lynch, Pierce, Fenner & Smith (Brokers & Dealers) Limited................ England
</TABLE>

C-6
<PAGE>
<TABLE>
<CAPTION>
STATE OF
NAME JURISDICTION OF ENTITY
- ----------------------------------------------------------------------------------------- -----------------------
<S> <C>
Merrill Lynch Europe Ltd........................................................... Cayman Islands,
British West Indies
Merrill Lynch France............................................................... France
Merrill Lynch Capital Markets (France) S.A....................................... France
Merrill Lynch Far East Limited..................................................... Hong Kong
Merrill Lynch Japan Incorporated..................................................... Cayman Islands,
British West Indies
</TABLE>

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

(1) MLPF&S also conducts business as "Merrill Lynch & Co."

(2) Similarly named affiliates and subsidiaries that engage in the sale of life
insurance and annuity products are incorporated in various other
jurisdictions.

(3) The preferred stock of the corporation is owned by an unaffiliated group of
investors.

(4) Held through several intermediate holding companies.

(5) Merrill Lynch Asset Management L.P. is a limited partnership whose general
partner is Princeton Services, Inc. and whose limited partner is ML & Co.

(6) Similarly named affiliates and subsidiaries that provide trust and custodial
services are incorporated in various other jurisdictions.

(7) Merrill Lynch Group, Inc. owns 100% of this corporation's outstanding common
voting stock. 100% of the outstanding preferred voting stock is held by
outside parties.

(8) This corporation has more than 45 direct or indirect subsidiaries operating
in the United States and serving as either general partners or associate
general partners of limited partnerships.

ITEM 27. NUMBER OF CONTRACTS

The number of contracts in force as of December 4, 1998 was 89,691.

ITEM 28. INDEMNIFICATION

There is no indemnification of the principal underwriter, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, with respect to the Contract.

The indemnity agreement between Merrill Lynch Life Insurance Company
("Merrill Lynch Life") and its affiliate Merrill Lynch Life Agency, Inc.
("MLLA"), with respect to MLLA's general agency responsibilities on behalf of
Merrill Lynch Life and the Contract, provides:

Merrill Lynch Life will indemnify and hold harmless MLLA and all
persons associated with MLLA as such term is defined in Section 3(a)(21)
of the Securities Exchange Act of 1934 against all claims, losses,
liabilities and expenses, to include reasonable attorneys' fees, arising
out of the sale by MLLA of insurance products under the above-referenced
Agreement, provided that Merrill Lynch Life shall not be bound to
indemnify or hold harmless MLLA or its associated persons for claims,
losses, liabilities and expenses arising directly out of the willful
misconduct or negligence of MLLA or its associated persons.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registration 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

C-7
<PAGE>
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Merrill Lynch, Pierce, Fenner & Smith Incorporated also acts as
principal underwriter for the following additional funds: CBA Money Fund; CMA
Government Securities Fund; CMA Money Fund; CMA Tax-Exempt Fund; The Corporate
Fund Accumulation Program, Inc.; CMA Treasury Fund; CMA Multi-State Municipal
Series Trust; Corporate Income Fund; Defined Asset Funds--Municipal Insured
Series; Equity Investor Fund; The Fund of Stripped ("Zero") U.S. Treasury
Securities; The GNMA Investment Accumulation Program; Government Securities
Income Fund; International Bond Fund; The Merrill Lynch Fund of Stripped
("Zero") U.S. Treasury Securities; Merrill Lynch Trust for Government
Securities; Municipal Income Fund; Municipal Investment Trust Fund; and The
Municipal Fund Accumulation Program, Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated also acts as principal
underwriter for the following additional accounts: Merrill Lynch Life Variable
Annuity Separate Account B; Merrill Lynch Life Variable Life Separate Account;
Merrill Lynch Life Variable Life Separate Account II; Merrill Lynch Life
Variable Annuity Separate Account; ML of New York Variable Life Separate
Account; ML of New York Variable Life Separate Account II; ML of New York
Variable Annuity Separate Account; ML of New York Variable Annuity Separate
Account A; and ML of New York Variable Annuity Separate Account B.

(b) The directors, president, treasurer and executive vice presidents of
Merrill Lynch, Pierce, Fenner & Smith Incorporated are as follows:

<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES WITH UNDERWRITER
- ------------------------------------- -------------------------------------------------------
<S> <C>
Herbert M. Allison, Jr.* Director, President and Chief Executive Officer
Thomas W. Davis Executive Vice President
Barry S. Friedberg* Executive Vice President
Edward L. Goldberg* Executive Vice President
Jerome P. Kenney* Executive Vice President
Theresa Lang* Senior Vice President and Treasurer
E. Stanley O'Neal Executive Vice President
Thomas H. Patrick* Executive Vice President
George A. Schieren Director, General Counsel and Senior Vice President
Winthrop H. Smith, Jr.* Executive Vice President
John L. Steffens* Director and Vice Chairman of the Board
Roger M. Vasey* Executive Vice President
</TABLE>

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

* World Financial Center, 250 Vesey Street, New York, NY 10281

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books, and records required to be maintained by Section 31(a)
of the 1940 Act and the rules promulgated thereunder are maintained by the
depositor at the principal executive offices at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536 and the Service Center at 4804 Deer Lake Drive
East, Jacksonville, Florida 32246.

C-8
<PAGE>
ITEM 31. NOT APPLICABLE

ITEM 32. UNDERTAKINGS AND REPRESENTATIONS

(a) Registrant undertakes to file a post-effective amendment to the
Registrant Statement as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old for so long as payments under the variable annuity contracts may be
accepted.

(b) Registrant undertakes to include either (1) as part of any application
to purchase a contract offered by the prospectus, a space that an applicant can
check to request a statement of additional information, or (2) a postcard or
similar written communications affixed to or included in the prospectus that the
applicant can remove to send for a statement of additional information.

(c) Registrant undertakes to deliver any statement of additional information
and any financial statements required to be made available under this Form
promptly upon written or oral request.

(d) Merrill Lynch Life Insurance Company hereby represents that the fees and
charges deducted under the Contract, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by Merrill Lynch Life Insurance Company.

C-9
<PAGE>
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Merrill Lynch Life Variable Annuity Separate Account A has
caused this Amendment to be signed on its behalf, in the City of Plainsboro,
State of New Jersey, on the 17th day of December, 1998.

<TABLE>
<S> <C> <C> <C>
Merrill Lynch Life Variable Annuity
Separate Account A
(Registrant)

Attest: /s/ EDWARD W. DIFFIN, JR. By: /s/ BARRY G. SKOLNICK
------------------------------------ ------------------------------------
Edward W. Diffin, Jr. Barry G. Skolnick
Vice President and Senior Counsel Senior Vice President of
Merrill Lynch Life Insurance Company

Merrill Lynch Life Insurance Company
(Depositor)

As required by the Securities Act of 1933, this Post-Effective Amendment No.
13 to the Registration Statement has been signed below by the following persons
in the capacities indicated on December 17, 1998.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------------ ------------------------------------------------------

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

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

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

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

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

C-10
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- -------------- --------------------------------------------------------------------------------------- ---------
<S> <C> <C>
(4)(h) Guaranteed Minimum Income Benefit Rider................................................ C-
</TABLE>

C-11

<PAGE>

MERRILL LYNCH LIFE INSURANCE COMPANY

GUARANTEED MINIMUM INCOME BENEFIT RIDER

The Rider Effective Date is shown on the Guaranteed Minimum Income Benefit
("GMIB") Schedule.

ELECTION OF THIS RIDER IS IRREVOCABLE. IT MAY ONLY BE CANCELLED AS PROVIDED IN
THE TERMINATION PROVISION BELOW.

This Rider is part of, and subject to, the other terms and conditions of the
Contract to which it is attached.

DEFINITION OF "ATTAINED AGE"
For purposes of this Rider, the Attained Age of an individual is that person's
age on the Contract Anniversary on or following his or her birthday.

GUARANTEED MINIMUM INCOME BENEFIT
This Rider provides for payment of a guaranteed minimum monthly fixed income
during the lifetime of the Annuitant or joint lifetime of the Annuitants. On
the date you exercise the GMIB we determine the amount of monthly income as
follows:

(1) We deduct the following from the Benefit Base as of the date you exercise
this benefit:
(a) any remaining Contingent Deferred Sales Charge; and
(b) any applicable premium taxes.
We apply this amount to the annuity purchase rates for the selected Annuity
Option based on the Attained Ages of the Annuitants. The applicable
Annuity Option Tables are attached to this Rider.

(2) We also determine the amount of monthly income payable for the selected
Annuity Option by applying your Contract Value to the annuity purchase
rates we are using on that date under the terms of the Contract. These
rates will not be less favorable than those shown in the Annuity Option
Tables included in the Contract to which this Rider is attached.

We will pay you the greater of the monthly income amounts calculated in (1) and
(2) above.

CONDITIONS FOR EXERCISING BENEFIT
1. You may not exercise the GMIB prior to the end of the Waiting Period. The
Waiting Period and your First Exercise Date are shown on the GMIB Schedule.
2. You must exercise the GMIB on a Contract Anniversary or within the 30 day
period immediately following a Contract Anniversary. If you annuitize at
any other time, the GMIB will not apply.
3. You must exercise the GMIB on or prior to the Last Exercise Date shown on
the GMIB Schedule.
4. You must apply your entire Contract Value under one of the Annuity Options
shown on the GMIB Schedule.

BENEFIT BASE
THE BENEFIT BASE IS USED SOLELY FOR THE PURPOSE OF CALCULATING THE GUARANTEED
MINIMUM INCOME BENEFIT AND DOES NOT ESTABLISH OR GUARANTEE A CONTRACT VALUE,
CASH VALUE OR A MINIMUM RETURN FOR ANY INVESTMENT OPTION.

The Benefit Base is equal to (a) minus (b) where:

(a) is the sum of all premiums paid with interest on them from the date
received compounded daily at the annual Benefit Base Interest Rate shown on
the GMIB Schedule; and
(b) is the sum of all "adjusted withdrawals" from the Contract, with interest
on them from the date of each withdrawal compounded daily at the Benefit
Base Interest Rate shown on the GMIB Schedule.

-1-
ML026
<PAGE>

For purposes of compounding interest in (a) and (b) above, such interest shall
accrue until the earlier of the date the GMIB Benefit is exercised or the
Annuitant's Attained Age shown under Benefit Base Interest Rate on the GMIB
Schedule.

Each "adjusted withdrawal" is equal to:
(1) the amount by which such withdrawal reduces the Contract Value times
(2) {(A) divided by (B)} but not less than 1.0, where:
(A)is the Benefit Base prior to the withdrawal, and
(B)is the Contract Value prior to the withdrawal.

If this Rider is added after the Contract Issue Date, the Benefit Base is
initially equal to the Contract Value on the Rider Effective Date. Subsequent
premiums and withdrawals will affect the Benefit Base as described above.

ANNUITY OPTIONS AVAILABLE ON EXERCISE
The Annuity Options available on exercise of the GMIB are shown on the GMIB
Schedule and are described in the Contract to which this Rider is attached. The
GMIB will not apply if you select a different Annuity Option.

ANNUITY PURCHASE RATES
The annuity purchase rates in the Annuity Option Tables attached to this Rider
show, for each $1000 of Benefit Base applied, the dollar amount of the monthly
income payment for selected ages. The interest rates and mortality tables used
to determine the annuity purchase rates are described in the attached tables.
Annuity purchase rates for ages not shown will be provided upon request.

FEE FOR GUARANTEED MINIMUM INCOME BENEFIT RIDER
We charge a fee for the GMIB. This fee compensates us for the risks we assume in
providing this benefit. The Rider Fee annual percentage is shown on the GMIB
Schedule under Rider Fee. The amount of the fee is equal to the Benefit Base
multiplied by the Rider Fee percentage adjusted for the number of days since the
last deduction of the Rider Fee or the Rider Effective Date, if later. It
accrues daily and is deducted from the Contract Value on the dates shown on the
GMIB Schedule. The fee is withdrawn from each subaccount in the same proportion
that the value of each subaccount bears to the total Contract Value on the date
it is withdrawn.

CHANGE OF ANNUITANT
Any restrictions applicable to changing the Annuitant are listed on the GMIB
Schedule.

TERMINATION
The Rider will terminate upon the earliest of:
1. the Last Exercise Date shown on the GMIB Schedule;
2. full withdrawal (surrender) of the Contract Value;
3. annuitization under the terms of the Contract to which this Rider is
attached; or
4. exercise of the Guaranteed Minimum Income Benefit under this Rider.

MINIMUM NUMBER OF INVESTMENT OPTIONS REQUIRED
The minimum number of investment options which must be selected is shown on the
GMIB Schedule under Minimum Number of Investment Options.

MERRILL LYNCH LIFE INSURANCE COMPANY

BY: (SIGNATURE OF BARRY G. SKOLNICK)
--------------------------------
SECRETARY

-2-
ML026
<PAGE>

GUARANTEED MINIMUM INCOME BENEFIT ("GMIB") SCHEDULE

MERRILL LYNCH LIFE INSURANCE COMPANY Contract Number: M999999999
Service Center: Current Date: February 26, 1999
P. O. Box 44222
Jacksonville, FL 32231-4222 Financial Consultant:
1-800-535-5549 SCOTT C ANDRESS

- --------------------------------------------------------------------------------
OWNER INFORMATION
- --------------------------------------------------------------------------------
OWNER NAME: JOHN DOE CO-OWNER: JANE DOE
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUITANT INFORMATION
- --------------------------------------------------------------------------------
ANNUITANT NAME: JOHN DOE CO-ANNUITANT: JANE DOE

ATTAINED AGE: 65 ATTAINED AGE: 64
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
GUARANTEED MINIMUM INCOME BENEFIT INFORMATION
- --------------------------------------------------------------------------------
RIDER EFFECTIVE DATE: February 24, 1999

WAITING PERIOD: 8 years from Rider Effective Date

FIRST EXERCISE DATE: February 24, 2007

LAST EXERCISE DATE: March 22, 2019

ANNUITY OPTIONS AVAILABLE
ON EXERCISE DATE: / / Life with 10 Years Certain
/ / Joint Life with 10 Years Certain

BENEFIT BASE INTEREST RATE: 5% annual rate until older Annuitant's Attained
Age 80; 0% thereafter

RIDER FEE: .30% annual rate
/ / Deducted in 2 installments on June 30 and
December 31 of each year, upon full
withdrawal or annuitization and 30 days
following older Annuitant's Attained Age 85

ANNUITANT CHANGES: The Annuitant may only be changed to an
individual who is the same age or younger
than the older current Annuitant

MINIMUM NUMBER OF
INVESTMENT OPTIONS: No restriction
- --------------------------------------------------------------------------------

THIS BENEFIT IS IRREVOCABLE AND CANNOT BE TERMINATED PRIOR TO ANNUITIZATION OR
TERMINATION OF THE CONTRACT LISTED ABOVE

-3-
ML026
<PAGE>

MERRILL LYNCH LIFE INSURANCE COMPANY

ANNUITY OPTION TABLES FOR GMIB RIDER
AMOUNT OF MONTHLY PAYMENT PER $1000 OF BENEFIT BASE

The annuity purchase rate used depends upon the sex and Attained Ages of the
Annuitant and Co-Annuitant, if any. Annuity purchase rates are based on the
adjusted 1983 Individual Annuity Table "a" with interest at an annual rate of
2 1/2%.

OPTION 1: LIFE ANNUITY WITH A 10-YEAR PERIOD CERTAIN

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

---------------------- ---------------------- ----------------------
Age of Age of Age of
Annuitant Female Male Annuitant Female Male Annuitant Female Male
---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
56 3.57 3.91 66 4.34 4.85 76 5.65 6.33
57 3.63 3.99 67 4.44 4.97 77 5.83 6.51
58 3.70 4.06 68 4.55 5.10 78 6.01 6.69
59 3.76 4.15 69 4.66 5.23 79 6.19 6.87
60 3.83 4.23 70 4.78 5.37 80 6.39 7.05
61 3.91 4.32 71 4.91 5.52 81 6.58 7.23
62 3.98 4.42 72 5.04 5.67 82 6.79 7.41
63 4.07 4.52 73 5.18 5.83 83 6.99 7.59
64 4.15 4.62 74 5.33 5.99 84 7.20 7.76
65 4.24 4.73 75 5.49 6.16 85 7.40 7.93
---------------------- ---------------------- ---------------------
- --------------------------------------------------------------------------------
</TABLE>

OPTION 2: JOINT AND SURVIVOR LIFE ANNUITY WITH A 10-YEAR PERIOD CERTAIN

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

--------------------------------------------------------------------------
Adjusted
Female Adjusted Male Age
Age 50 55 60 65 70 75 80 85
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
50 3.06 3.17 3.26 3.35 3.41 3.46 3.49 3.52
55 3.12 3.26 3.40 3.53 3.63 3.71 3.77 3.81
60 3.17 3.34 3.52 3.70 3.86 4.00 4.10 4.17
65 3.20 3.40 3.62 3.86 4.10 4.31 4.49 4.61
70 3.23 3.45 3.70 4.00 4.32 4.63 4.92 5.14
75 3.24 3.48 3.76 4.10 4.49 4.93 5.36 5.72
80 3.25 3.49 3.79 4.17 4.62 5.16 5.75 6.30
85 3.26 3.51 3.81 4.21 4.71 5.33 6.05 6.78
--------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>

MERRILL LYNCH LIFE INSURANCE COMPANY

By: (Signature of Barry G. Skolnick)
--------------------------------
Secretary

-1-
ML026A