<PAGE>
Rule 24f-2 Notice for Merrill Lynch Life
Variable Annuity Separate Account B
File No. 33-45379
1. This Notice is filed for the fiscal year ended December 31, 1993;
2. There were no variable annuity contracts ("contracts") which had been
registered under the Securities Act of 1933 other than pursuant to this
section but which remained unsold at the beginning of such fiscal year;
3. There were no contracts registered during such fiscal year other than
pursuant to this section;
4. The amount of contracts sold during such fiscal year was
$14,655,967;
5. The amount of contracts sold during such fiscal year in reliance upon
registration pursuant to this section was
$14,655,967; and
6. The amount of redemptions made with respect to contracts during the fiscal
year was $6,007,162. The filing fee computed in accordance with paragraph
(c) of Rule 24f-2 is $2,975.19.(1)
February 28, 1994
Merrill Lynch Life Variable Annuity
Separate Account B
(Registrant)
By: Merrill Lynch Life Insurance Company
(Depositor)
By: Joseph E.Crowne
-------------------------------------
Joseph E. Crowne
Chief Financial Officer
(1) ($14,655,967 - $6,007,162) X .000344 = $2,975.19
<PAGE>
February 25, 1994
Board of Directors
Merrill Lynch Life Insurance Company
800 Scudders Mill Road
Plainsboro, New Jersey 08536
To the Board of Directors:
This opinion is furnished in connection with the registration of variable
annuity contracts under the Securities Act of 1933 ("1933 Act") pursuant to the
provisions of Rule 24f-2 ("Rule") under the Investment Company Act of 1940. In
rendering this opinion, I have reviewed such matters of fact and issues of law
as I have deemed necessary or appropriate.
During the year ended December 31, 1993, Merrill Lynch Life Insurance
Company ("Company") sold $14,655,967 of variable annuity contracts pursuant to
registration statements of the Merrill Lynch Life Variable Annuity Separate
Account B under the 1933 Act, File No. 33-45379. The registration of the
contracts so sold is to be made definite by the filing of a Rule 24f-2 Notice
in accordance with the Rule.
In my opinion, the contracts the registration of which is made definite by
the filing of the Notice were legally issued and are legal and binding
obligations of the Company in accordance with their terms.
Very truly yours,
Barry G. Skolnick
General Counsel
BS:ddv
